Bank of America Mortgage Securities Inc – ‘424B5’ on 3/24/99 re: Bank of America Mort SEC Inc Mort Pass THR Cert Ser 1999-2

As of:  Wednesday, 3/24/99   ·   Accession #:  928385-99-903   ·   File #s:  333-67267, -01

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Prospectus   —   Rule 424(b)(5)
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 1: 424B5       424B5 Filing                                         191   1.05M 

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PROSPECTUS SUPPLEMENT                                                           
(To Prospectus Dated February 18, 1999)                                         

Bank of America Mortgage Securities, Inc. 
Depositor 
NationsBanc Mortgage Corporation
Bank of America, FSB
Sellers and Servicers 
$496,623,408
(Approximate) 

Mortgage Pass-Through Certificates, Series 1999-2 
Principal and interest payable monthly, commencing in April 1999

You should          The Trust will Issue--                                    
carefully                                                                     
consider the                                                                  
risk factors                                                                  
beginning on                                                                  
page S-14 of                                                                  
this prospectus                                                               
supplement.                                                                   

             . Seventeen classes of senior Class A Certificates.

                 . Six classes of Class B Certificates, all of which are
                    subordinated to, and provide credit enhancement for, the
                    Class A Certificates. Each class of Class B Certificates
         is also subordinated to each class of Class B
      Certificates, if any, with a lower number.

Neither the                                                                   
offered                                                                       
certificates                                                                  
nor the                                                                       
underlying                                                                    
mortgage loans                                                                
are insured or                                                                
guaranteed by                                                                 
any                                                                           
governmental                                                                  
agency or                                                                     
instrumentality.                                                              

                  The classes of Offered Certificates are listed under the
                  heading "Offered Certificates" in the table beginning on
page S-4.                             

               The yield to maturity of the Class A-PO Certificates,
        which are principal-only certificates, will be
                  particularly sensitive to the rate of principal payments
                on the mortgage loans with net mortgage interest rates
                less than 6.500%. If you are purchasing the Class A-PO
                 Certificates you should consider the risk that a slower
            than anticipated rate of principal payments on the
                   mortgage loans with net mortgage interest rates less than
                  6.500% will result in an actual yield that is lower than
your expected yield.                  

The offered                                                                   
certificates                                                                  
will represent                                                                
interests in                                                                  
the Trust only                                                                
and will not                                                                  
represent                                                                     
interests in or                                                               
obligations of                                                                
Bank of America                                                               
Mortgage                                                                      
Securities,                                                                   
Inc. or any                                                                   
other entity.                                                                 

The Assets of the Trust will Include--

            . A pool of fully amortizing, one- to four-family,
                  residential first mortgage loans, substantially all of
           which have original terms to stated maturity of
approximately 30 years.             

This prospectus                                                               
supplement may                                                                
be used to                                                                    
offer and sell                                                                
the Offered                                                                   
Certificates                                                                  
only if                                                                       
accompanied by                                                                
the prospectus.                                                               

Neither the Securities and Exchange Commission nor any state securities         
commission has approved the Offered Certificates or determined that this        
prospectus supplement or the prospectus is accurate or complete. Any            
representation to the contrary is a criminal offense.                           

The Offered Certificates will be offered by NationsBanc Montgomery Securities   
LLC, as underwriter, at varying prices to be determined at the time of sale to  
investors. The anticipated delivery date for the Offered Certificates is March  
25, 1999.                                                                       

NationsBanc Montgomery Securities LLC 

March 18, 1999

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

The Offered Certificates are described in two separate documents that     
progressively provide more detail: (i) the accompanying Prospectus, which       
provides general information, some of which may not apply to a particular       
series of Certificates such as your Certificates; and (ii) this Prospectus      
Supplement, which describes the specific terms of your Certificates and may     
differ from information in the Prospectus.                                      

If the description of the terms of your Certificates varies between this  
Prospectus Supplement and the Prospectus, you should rely on the information in 
this Prospectus Supplement.                                                     

Cross-references are included in this Prospectus Supplement and the       
Prospectus to captions in these materials where you can find additional         
information. The following Table of Contents and the Table of Contents in the   
Prospectus provide the locations of these captions.                             

  The Index of Significant Prospectus Supplement Definitions beginning on page
S-85 of this Prospectus Supplement and the Index of Significant Definitions     
beginning on page 97 of the Prospectus direct you to the locations of the       
definitions of capitalized terms used in each of the documents. Any capitalized 
terms that are not defined in this Prospectus Supplement and that do not have   
obvious meanings are defined in the Prospectus.                                 

  Bank of America Mortgage Securities, Inc.'s principal offices are located at
345 Montgomery Street, Lower Level #2, Unit #8152, San Francisco, California    
94104 and its phone number is (415) 622-3676.                                   

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

 This Prospectus Supplement and the accompanying Prospectus contain forward-
looking statements within the meaning of Section 27A of the Securities Act of   
1933, as amended. Specifically, forward- looking statements, together with      
related qualifying language and assumptions, are found in the material          
(including tables) under the headings "Risk Factors" and "Prepayment and Yield  
Considerations." Forward-looking statements are also found in other places      
throughout this Prospectus Supplement and the Prospectus, and may be identified 
by, among other things, accompanying language such as "expects," "intends,"     
"anticipates," "estimates" or analogous expressions, or by qualifying language  
or assumptions. These statements involve known and unknown risks, uncertainties 
and other important factors that could cause the actual results or performance  
to differ materially from the forward-looking statements. These risks,          
uncertainties and other factors include, among others, general economic and     
business conditions, competition, changes in political, social and economic     
conditions, regulatory initiatives and compliance with governmental             
regulations, customer preference and various other matters, many of which are   
beyond the Depositor's control. These forward-looking statements speak only as  
of the date of this Prospectus Supplement. The Depositor expressly disclaims    
any obligation or undertaking to disseminate any updates or revisions to any    
forward-looking statements to reflect changes in the Depositor's expectations   
with regard to those statements or any change in events, conditions or          
circumstances on which any forward-looking statement is based.                  

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--------------------------------------------------------------------------------
TABLE OF CONTENTS                                                               
--------------------------------------------------------------------------------

                                                                [Download Table]
                                                                                
Important Notice About Information Presented in this Prospectus Supplement      
 and the Prospectus.......................................................   S-2
Summary of Terms..........................................................   S-6
Risk Factors..............................................................  S-14
 The Rate of Principal Payments on the Mortgage Loans Will Affect the           
  Yield on the Offered Certificates.......................................  S-14
 Subordination of Class A-9 and Class B Certificates Increases Risk of          
  Loss....................................................................  S-15
 Limited Source of Payments -- No Recourse to Depositor, Sellers,               
  Servicers or Trustee....................................................  S-16
 Limited Liquidity........................................................  S-16
 Geographic Concentration May Increase Risk of Loss Due to Adverse              
  Economic Conditions or Natural Disaster.................................  S-16
 Rights of Beneficial Owners May Be Limited by Book-Entry System..........  S-17
 Tax Consequences of Residual Certificates................................  S-17
 Risk Associated with Year 2000 Compliance................................  S-17
The Mortgage Pool.........................................................  S-19
 Mortgage Loan Data.......................................................  S-21
 Underwriting Standards of NationsBanc Mortgage Corporation...............  S-25
 Underwriting Standards of Bank of America, FSB...........................  S-26
NationsBanc Mortgage Corporation..........................................  S-28
Bank of America, FSB......................................................  S-28
Servicing of Mortgage Loans...............................................  S-28
 Foreclosure and Delinquency Experience of NationsBanc Mortgage                 
  Corporation.............................................................  S-29
 Foreclosure and Delinquency Experience of Bank of America, FSB...........  S-30
The Pooling and Servicing Agreement.......................................  S-31
 Assignment of Mortgage Loans.............................................  S-31
 Repurchases of Mortgage Loans............................................  S-32
 Optional Repurchases of Certain Mortgage Loans...........................  S-32
 Payments on Mortgage Loans; Accounts.....................................  S-33
 Servicing Compensation and Payment of Expenses...........................  S-33
 Compensating Interest....................................................  S-33
                                                                [Download Table]
                                                                               
 Advances................................................................. S-34
 Optional Termination..................................................... S-34
 Special Servicing Agreements............................................. S-35
 The Trustee.............................................................. S-35
 Voting Rights............................................................ S-35
Description of the Certificates........................................... S-36
 Denominations and Form................................................... S-36
 Book-Entry Certificates.................................................. S-36
 Distributions............................................................ S-38
 Pool Distribution Amount................................................. S-39
 Priority of Distributions................................................ S-39
 Interest................................................................. S-40
 Principal................................................................ S-42
 Allocation of Losses..................................................... S-51
 Restrictions on Transfer of the Class A-R and Class A-LR Certificates.... S-53
 Restrictions on Transfer of the Class A-9 and Class B Certificates....... S-55
Prepayment and Yield Considerations....................................... S-55
 Prepayment Considerations and Risks...................................... S-56
 Assumptions Relating to Tables........................................... S-58
 Weighted Average Lives of the Offered Certificates....................... S-58
 Yield on the Class A-14 Certificates..................................... S-73
 Yield on the Class A-PO Certificates..................................... S-73
 Yield on the Class A-R and Class                                              
  A-LR Certificates....................................................... S-74
 Yield on the Subordinate Certificates.................................... S-74
 Yield Considerations with Respect to the Class B-2 and Class B-3              
  Certificates............................................................ S-75
Credit Support............................................................ S-77
Use of Proceeds........................................................... S-79
Federal Income Tax Consequences........................................... S-79
 Regular Certificates..................................................... S-79
 Residual Certificates.................................................... S-80
 Backup Withholding and Reporting Requirements............................ S-80
State Taxes............................................................... S-81
ERISA Considerations...................................................... S-81
Method of Distribution.................................................... S-82
Legal Matters............................................................. S-83
Certificate Ratings....................................................... S-83
Index of Significant Prospectus Supplement Definitions.................... S-85
Appendix A: Principal Balance Schedules and TAC Group Balance Schedule         

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THE SERIES 1999-2 CERTIFICATES

                                                        [Enlarge/Download Table]

                                                                                                 Initial Rating   
                           Initial    Pass-Through                                                     of         
                            Class       Rate or                                                  Certificates(3)  
                         or Component  Component                                     Interest    ---------------- 
Class                     Balance(1)      Rate           Principal Types(2)          Types(2)     Fitch    S&P    
-----                    ------------ ------------ ------------------------------ -------------- -------- ------- 
Offered Certificates                                                                                              
                                                                                                                  
Class A-1............... $100,000,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-2............... $100,000,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-3............... $ 26,800,000    6.500%    Senior, Lockout                Fixed Rate          AAA     AAA 
Class A-4............... $  4,826,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-5............... $  7,621,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-6............... $  6,009,000    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-7............... $  8,456,429    6.900%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-8............... $  3,382,571    5.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-9............... $    325,000    6.500%    Senior(/4/), Sequential Pay    Fixed Rate          AAA     AAA 
Class A-10.............. $ 11,199,000    6.500%    Senior, Companion              Accrual,            AAA     AAA 
                                                                                  Fixed Rate                      
Class A-11.............. $ 50,559,000    5.750%    Senior, Planned                Fixed Rate          AAA     AAA 
                                                   Amortization                                                   
Class A-12.............. $ 48,883,000    5.900%    Senior, Planned                Fixed Rate          AAA     AAA 
                                                   Amortization                                                   
Class A-13.............. $ 76,367,000    6.350%    Senior, Targeted Amortization, Fixed Rate          AAA     AAA 
                                                   Accretion Directed                                             
Class A-14.............. $ 35,184,000       (5)    Senior, Component              (5)                 AAA     AAAr
Class A-PO.............. $    748,966       (6)    Senior, Ratio Strip            Principal Only      AAA     AAAr
Class A-R............... $        100    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class A-LR.............. $        100    6.500%    Senior, Sequential Pay         Fixed Rate          AAA     AAA 
Class B-1............... $ 10,758,098    6.500%    Subordinated                   Fixed Rate           AA     N/A 
Class B-2............... $  3,752,825    6.500%    Subordinated                   Fixed Rate            A     N/A 
Class B-3............... $  1,751,319    6.500%    Subordinated                   Fixed Rate          BBB     N/A 

Components                                                                                                        
                                                                                                                  
Class A-14 PAC IO A.....          (7)    6.500%    Notional Amount                Interest Only,      N/A     N/A 
                                                                                  Fixed Rate                      
Class A-14 PAC IO B.....          (8)    6.500%    Notional Amount                Interest Only,      N/A     N/A 
                                                                                  Fixed Rate                      
Class A-14 PAC.......... $  4,948,000    6.500%    Planned Amortization           Fixed Rate          N/A     N/A 
Class A-14 TAC IO.......          (9)    6.500%    Notional Amount                Interest Only,      N/A     N/A 
                                                                                  Fixed Rate                      
Class A-14 TAC.......... $ 30,236,000    6.500%    Targeted Amortization          Accrual,            N/A     N/A 
                                                                                  Fixed Rate                      

Non-Offered Certificates                                                                                          
                                                                                                                  
Class B-4............... $  1,751,319    6.500%    Subordinated                   Fixed Rate           BB     N/A 
Class B-5............... $  1,000,754    6.500%    Subordinated                   Fixed Rate            B     N/A 
Class B-6............... $  1,001,140    6.500%    Subordinated                   Fixed Rate          N/R     N/A 

--------------------                                                            
(1) Approximate. The initial class balance of the Offered Certificates may vary 
by a total of plus or minus 5%.                                         
(2) See "Description of the Certificates -- Categories of Classes of            
Certificates" in the Prospectus for a description of these principal and
interest types and see "Description of the Certificates -- Priority of  
  Distributions" and "-- Allocation of Losses" in this Prospectus Supplement
for a description of the effects of subordination.                      

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(3) See "Certificate Ratings" in this Prospectus Supplement. The Depositor has  
requested ratings of the Class B Certificates only from Fitch IBCA, Inc.
(4) After the Senior Credit Support Depletion Date, the principal portion of    
Realized Losses (other than Excess Losses) allocated to the Class A-14  
 Certificates will be borne by the Class A-9 Certificates, rather than the
Class A-14 Certificates, for so long as the Class A-9 Certificates are  
outstanding.                                                            
(5) The Class A-14 Certificates will be deemed for purposes of the distribution 
   of interest and principal to consist of five components as described in the
table. The components are not severable.                                
(6) The Class A-PO Certificates are principal-only certificates and will not be 
entitled to distributions in respect of interest.                       
(7) The Class A-14 PAC IO A Component is an interest-only component, has no     
 component principal balance and will bear interest on its notional amount
   (initially approximately $5,833,731) as described under "Description of the
Certificates -- Interest" in this Prospectus Supplement.                
(8) The Class A-14 PAC IO B Component is an interest-only component, has no     
 component principal balance and will bear interest on its notional amount
   (initially approximately $4,512,277) as described under "Description of the
Certificates -- Interest" in this Prospectus Supplement.                
(9) The Class A-14 TAC IO Component is an interest-only component, has no       
 component principal balance and will bear interest on its notional amount
   (initially approximately $1,762,315) as described under "Description of the
Certificates -- Interest" in this Prospectus Supplement.                

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SUMMARY OF TERMS

This summary highlights selected information from this Prospectus         
Supplement. It does not contain all of the information that you need to         
consider in making your investment decision. To understand the terms of the     
Offered Certificates, you should read this entire Prospectus Supplement and the 
Prospectus carefully.                                                           

    Bank of America                        The Bank of New
Mortgage                               York       
Securities, Inc.,                                 
Mortgage Pass-                                    
Through                                           
Certificates,                                     
Series 1999-2 (the                                
"Certificates")                                   
Title of Series:                        Trustee:                                

                  Distribution Date:
                                           The 25th day of
                                              each month (or, if
                                               not a business day,
                                             the next business
                                          day) beginning
                                          April 26, 1999

Depositor:     Bank of America                                                  
Mortgage                                          
Securities, Inc.                                  

                               Closing Date: On or about March
Issuer:        Bank of America                        25, 1999                  
Mortgage 1999-2                                   
Trust (the "Trust")                               

             Cut-off Date:

                                         March 1, 1999
Sellers:       NationsBanc                                                      
Mortgage                                          
Corporation and                                   
Bank of America,                                  
FSB                                               

            Record Date:
                                             The last business
                                            day of the month
                                       preceding a
                                             Distribution Date

Servicers:     NationsBanc                                                      
Mortgage                                          
Corporation and                                   
Bank of America,                                  
FSB                                               

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

The Certificates                                                                

The Certificates will be issued pursuant to a Pooling and Servicing       
Agreement to be dated March 25, 1999 (the "Pooling Agreement"), among the       
Depositor, the Servicers and the Trustee. A summary chart of the initial class  
balances, principal types, pass-through rates, interest types and ratings of    
the Certificates is set forth beginning on page S-4.                            

The Certificates represent all of the beneficial ownership interest in the
Trust.                                                                          

Classifications of Classes of Certificates

                                                                [Download Table]
------------------------------------------------------------------------------
                                                                              
  Offered Certificates:         A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9,  
                                A-10, A-11,                                   
                                A-12, A-13, A-14, A-PO, A-R, A-LR, B-1, B-2   
                                and B-3                                       
------------------------------------------------------------------------------
  Non-Offered Certificates:     B-4, B-5 and B-6                              
------------------------------------------------------------------------------
  Senior Certificates:          A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9,  
                                A-10, A-11, A-12, A-13, A-14, A-PO, A-R and A-
                                LR                                            
------------------------------------------------------------------------------
  Subordinate Certificates:     B-1, B-2, B-3, B-4, B-5 and B-6               
------------------------------------------------------------------------------
  Class A Certificates:         A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9,  
                                A-10, A-11, A-12, A-13, A-14, A-PO, A-R and A-
                                LR                                            
------------------------------------------------------------------------------
  Class B Certificates:         B-1, B-2, B-3, B-4, B-5 and B-6               
------------------------------------------------------------------------------
  Accrual Certificates:         A-10                                          
------------------------------------------------------------------------------
  Companion Certificates:       A-10                                          
------------------------------------------------------------------------------
  PAC Certificates:             A-11 and A-12                                 
------------------------------------------------------------------------------
  TAC Certificates:             A-13                                          
------------------------------------------------------------------------------
  Component Certificates:       A-14                                          
------------------------------------------------------------------------------
  Lockout Certificates:         A-3                                           
------------------------------------------------------------------------------
  Principal-Only Certificates:  A-PO                                          
------------------------------------------------------------------------------
  Residual Certificates:        A-R and A-LR                                  
------------------------------------------------------------------------------

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 Only the Class A, Class B-1, Class B-2 and Class B-3 Certificates are being
offered by this Prospectus Supplement.                                          

 The Class B-4, Class B-5 and Class B-6 Certificates are not offered by this
Prospectus Supplement. These Non-Offered Certificates are subordinated to the   
Offered Certificates for distributions of principal and interest and for        
allocations of losses on the Mortgage Loans.                                    

Information provided with respect to the Non-Offered Certificates is      
included solely to aid your understanding of the Offered Certificates.          

Mortgage Pool                                                                   

The "Mortgage Pool" will consist of fixed-rate, conventional, fully-      
amortizing mortgage loans (the "Mortgage Loans") secured by first liens on one- 
to four-family properties. All of the Mortgage Loans were originated or         
acquired by NationsBanc Mortgage Corporation or Bank of America, FSB, both of   
which are affiliates of the Depositor and the Underwriter.                      

The Depositor expects the Mortgage Loans to have the following approximate
characteristics:                                                                

Selected Mortgage Loan Data as of March 1, 1999 

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

                                                                [Download Table]

                                          Range or Total        Weighted Average
--------------------------------------------------------------------------------
                                                                                
Number of Mortgage Loans                       1,473                   --       
--------------------------------------------------------------------------------
Aggregate Unpaid Principal Balance        $500,376,622.26              --       
--------------------------------------------------------------------------------
Unpaid Principal Balance            $90,555.33 to $1,084,153.59 $339,699.00(/1/)
--------------------------------------------------------------------------------
Interest Rates                           6.250% to 8.000%            7.176%     
--------------------------------------------------------------------------------
Administrative Fee Rate                  0.2535% to 1.500%          0.6854%     
--------------------------------------------------------------------------------
Remaining Terms to Stated Maturity   237 months to 360 months      357 months   
--------------------------------------------------------------------------------
Original Term                        240 months to 360 months      359 months   
--------------------------------------------------------------------------------
Loan Age                               0 months to 9 months         1 month     
--------------------------------------------------------------------------------
Original Loan-to-Value Ratio              8.60% to 95.00%            72.25%     
--------------------------------------------------------------------------------
Latest Maturity Date                       March 1, 2029               --       
--------------------------------------------------------------------------------
Geographic Concentration of Mortgaged Properties in Excess of                   
 5.00% of the Aggregate Unpaid Principal Balance                                
  California.......................................... 42.39%                   
  Colorado............................................. 6.26%                   
  Texas................................................ 6.43%                   
--------------------------------------------------------------------------------
Maximum Single Zip Code                                                         
 Concentration                                 1.02%                   --       
--------------------------------------------------------------------------------

(/1/) The balance shown is the average unpaid principal balance of the Mortgage 
Loans.                                                                      

The characteristics of the Mortgage Pool may change because:              

.Prior to the issuance of the Certificates, the Depositor may remove        
  Mortgage Loans from the Mortgage Pool. The Depositor also may substitute
 new Mortgage Loans for Mortgage Loans in the Mortgage Pool prior to the
Closing Date.                                                         

.After the issuance of the Certificates, Mortgage Loans may be removed from 
the Trust because of repurchases by the Depositor for breaches of     
 representations or failure to deliver required documents. Under certain
circumstances, the Depositor may make substitutions for repurchased   
Mortgage Loans.                                                       

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These removals and/or substitutions may result in changes in the Mortgage 
Pool characteristics shown above. These changes may affect the weighted average 
lives and yields to maturity of the Offered Certificates.                       

Additional information on the Mortgage Pool appears under "The Mortgage   
Pool" in this Prospectus Supplement.                                            

Optional Termination                                                            

At its option, the Depositor may purchase all remaining Mortgage Loans in 
the Trust and effect early retirement of the Certificates on any Distribution   
Date on which the scheduled principal balance of the Mortgage Pool is less than 
10% of the initial scheduled principal balance of the Mortgage Pool.            

See "The Pooling and Servicing Agreement -- Optional Termination" in this 
Prospectus Supplement.                                                          

If the Depositor exercises its right to repurchase all of the Mortgage    
Loans, the Certificates outstanding at that time will be retired earlier than   
would otherwise be the case.                                                    

See "Prepayment and Yield Considerations" in this Prospectus Supplement.  

Priority of Distributions                                                       

Distributions will be made on each Distribution Date from the Pool        
Distribution Amount in the following order of priority:                         

.First, to the Trustee an amount in payment for its services for such       
Distribution Date;                                                    

.Second, to each class of Senior Certificates (other than the Class A-PO    
Certificates) to pay interest;                                        

.Third, to the classes of Senior Certificates entitled to receive           
distributions of principal, as set forth in this Prospectus Supplement
 under "Description of the Certificates -- Principal," to pay principal;

.Fourth, to the Class A-PO Certificates, to pay any Class A-PO Deferred     
 Amounts, but only from amounts that would otherwise be distributable on
such Distribution Date as principal of the Subordinate Certificates;  

.Fifth, to each class of Subordinate Certificates, first to pay interest    
 and then to pay principal in the order of numerical class designations,
beginning with the Class B-1 Certificates; and                        

.Sixth, to the Class A-LR Certificate, any remaining amounts.               

 All of the distributions described above are subject to the limitations set
forth in this Prospectus Supplement under "Description of the Certificates --   
Interest" and "-- Principal."                                                 

If you are purchasing Class A-10 or Class A-14 Certificates, you will not 
receive current interest distributions with respect to your Class A-10          
Certificates or the accrual component of your Class A-14 Certificates until the 
applicable Accretion Termination Date. Prior to the applicable Accretion        
Termination Date, interest which would otherwise be distributed on your Class   
A-10 Certificates or the accrual component of your Class A-14 Certificates will 
be distributed instead as principal to the holders of certain Class A           
Certificates as described under "Description of the Certificates -- Principal"  
in this                                                                         

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Prospectus Supplement. Any interest not distributed on your Class A-10 or Class 
A-14 Certificates as described in this paragraph will be added to the principal 
balance of your Class A-10 or Class A-14 Certificates. See "Description of the  
Certificates --Principal" in this Prospectus Supplement.                        

Under certain circumstances described in this Prospectus Supplement,      
distributions that would otherwise be made on the Subordinate Certificates may  
be made on the Senior Certificates instead. See "Description of the             
Certificates -- Allocation of Losses" in this Prospectus Supplement.            

Interest Distributions                                                          

The amount of interest that will accrue on your Certificates each month   
(unless you own a Class A-14 or Class A-PO Certificate) is equal to:            

.one-twelfth of the pass-through rate for your class (as set forth or       
 described beginning on page S-4) multiplied by the principal balance of
your Certificate on the Distribution Date, minus                      

.the amount of certain interest shortfalls arising from the timing of       
 prepayments on the Mortgage Loans and interest losses allocated to your
  class, as described under "Description of the Certificates -- Allocation
of Losses" in this Prospectus Supplement.                             

The amount of interest that will accrue on the Class A-14 Certificates is 
equal to the sum of the interest that will accrue on each component of the      
Class A-14 Certificates as described under "Description of the Certificates --  
Interest" in this Prospectus Supplement.                                      

The Class A-PO Certificates are principal-only certificates and are not   
entitled to distributions of interest.                                          

 See "Description of the Certificates -- Distributions" and "-- Interest" in
this Prospectus Supplement.                                                     

Principal Distributions                                                         

 On each Distribution Date, principal distributions to the Certificates will
be made in the order and priority described under "Description of the           
Certificates -- Priority of Distributions" in this Prospectus Supplement.       

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Credit Support                                                                  

 Credit support for the Offered Certificates is provided by subordination as
follows:                                                                        

[LOGO OF CLASS B CERTIFICATES]

----------                                                                      
(1) The credit support percentage set forth in this chart shows the initial     
   balance of the classes of Certificates subordinate to a class or classes as
a percentage of the scheduled balance of the initial Mortgage Pool.     
(2) This order of loss allocation does not apply to losses due to fraud,        
borrower bankruptcies or special hazards that are in excess of certain  
   amounts. These "Excess Losses" will be allocated to all of the Certificates
(or in the case of the Class A-14 Certificates, to the Class A-14 PAC   
Component and Class A-14 TAC Component) pro rata on the basis of their  
outstanding balances or, in the case of the Class A-10 Certificates and 
Class A-14 TAC Component, their initial balances if they are lower than 
their outstanding balances.                                             

 After the Class B Certificates are no longer outstanding, any losses (other
than Excess Losses) allocated to the Class A-14 Certificates will be borne by   
the Class A-9 Certificates, rather than the Class A-14 Certificates, for so     
long as the Class A-9 Certificates are outstanding.                             

See "Description of the Certificates -- Priority of Distributions" and "--
Allocation of Losses" and "Credit Support" in this Prospectus Supplement.     

Shifting Interest in Prepayments                                                

  Additional credit enhancement is provided by the allocation of all principal
prepayments to the Senior Certificates (other than Class A-PO Certificates) for 
the first five years and the disproportionately greater allocation of           
prepayments to the Senior Certificates over the following four years. The       
disproportionate allocation of prepayments will accelerate the amortization of  
those Senior Certificates relative to the amortization of the Subordinate       
Certificates. As a result, the credit support percentage for the Class A        
Certificates should be maintained and may be increased during the first nine    
years.                                                                          

See "Description of the Certificates -- Principal" in this Prospectus     
Supplement.                                                                     

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Prepayment and Yield Considerations                                             

 The yield to maturity on your Offered Certificates will be sensitive to the
rate and timing of principal payments (which will be affected by prepayments,   
defaults and liquidations) on the Mortgage Loans. As a result, your yield may   
fluctuate significantly.                                                        

.In general, if you purchased your Offered Certificate at a premium and     
principal distributions occur at a rate faster than you assumed, your 
actual yield to maturity will be lower than anticipated.              

.Conversely, if you purchased your Offered Certificate at a discount and    
principal distributions occur at a rate slower than you assumed, your 
actual yield to maturity will be lower than anticipated.              

The Class A-14 Certificates consist of five components. If you purchase   
Class A-14 Certificates, you will not have a severable interest in the          
components comprising the class and you will not be able to transfer any        
component separately. Each component may be affected differently by the rate of 
principal payments on the Mortgage Loans. You should carefully review the table 
under "Prepayment and Yield Considerations -- Yield on the Class A-14           
Certificates" in this Prospectus Supplement which illustrates the effect of     
different rates of prepayment on the yield to maturity of the Class A-14        
Certificates.                                                                   

Because the Class A-PO Certificates represent the right to receive only a 
portion of the principal received with respect to the Mortgage Loans with Net   
Mortgage Interest Rates less than 6.500% (the "Discount Mortgage Loans"), the   
yield to maturity on the Class A-PO Certificates will be extremely sensitive to 
the rate and timing of principal payments on the Discount Mortgage Loans.       

Because the Class A-9 Certificates will bear losses (other than Excess    
Losses) allocated to the Class A-14 Certificates, as well as their own share of 
such losses, once the Class B Certificates are no longer outstanding, the yield 
to maturity of the Class A-9 Certificates will be more sensitive to the amounts 
and timing of losses on the Mortgage Loans than the other Class A Certificates. 

  The yield to maturity of the Class B-1, Class B-2 and Class B-3 Certificates
will be increasingly sensitive to the amounts and timing of losses on the       
Mortgage Loans due to the fact that, once the aggregate balance of the Class B- 
4, Class B-5 and Class B-6 Certificates has been reduced to zero, all losses    
(other than the portion of any Excess Losses allocated to more senior classes   
of Certificates) will be allocated to the Class B-3, Class B-2 and Class B-1    
Certificates, in that order, until the balance of each class has been reduced   
to zero.                                                                        

  Because the Mortgage Loans may be prepaid at any time, it is not possible to
predict the rate at which you will receive distributions of principal or the    
rate at which your notional amount will be reduced. Since prevailing interest   
rates are subject to fluctuation, you may not be able to reinvest your          
distributions at yields equaling or exceeding the yields on the Offered         
Certificates. Yields on any reinvestments may be lower, and could be            
significantly lower, than the yields on your Offered Certificates.              

 See "Prepayment and Yield Considerations" in this Prospectus Supplement and
in the Prospectus.                                                              

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Weighted Average Lives (in years)(/1/)

                                                                [Download Table]

                                                        PSA(/2/)          
                                              ----------------------------
Class                                          0%   100%  275%  400%  500%
-----                                         ----- ----- ----- ----- ----
                                                                          
A-1.......................................... 17.47  7.76  3.58  2.74 2.37
A-2.......................................... 19.13  9.98  4.59  3.31 2.79
A-3.......................................... 21.36 15.85 11.41  9.87 8.89
A-4.......................................... 27.36 19.26  8.10  5.54 4.54
A-5.......................................... 28.08 21.63  9.63  6.25 4.98
A-6.......................................... 28.82 24.63 12.31  7.38 5.68
A-7.......................................... 29.47 27.90 18.16 11.20 6.79
A-8.......................................... 29.47 27.90 18.16 11.20 6.79
A-9.......................................... 19.84 11.41  5.93  4.36 3.61
A-10......................................... 27.98 24.34 15.23  1.11 0.82
A-11.........................................  8.61  2.95  2.66  2.66 2.66
A-12......................................... 17.70  6.80  6.00  6.00 6.00
A-13.........................................  9.07  7.56  2.91  2.21 1.85
A-14......................................... 22.86 15.74 10.18  8.62 5.63
A-PO......................................... 19.58 11.44  6.09  4.55 3.81
A-R..........................................  0.08  0.08  0.08  0.08 0.08
A-LR.........................................  0.08  0.08  0.08  0.08 0.08
B-1.......................................... 19.84 14.83 10.83  9.47 8.77
B-2.......................................... 19.84 14.83 10.83  9.47 8.77
B-3.......................................... 19.84 14.83 10.83  9.47 8.77

----------                                                                      
(/1/Determined)as described under "Prepayment and Yield Considerations --       
Weighted Average Lives of the Offered Certificates" in this Prospectus
Supplement. Prepayments will not occur at any assumed rate shown or any 
   other constant rate, and the actual weighted average lives of any or all of
  the classes of Offered Certificates are likely to differ from those shown,
perhaps significantly.                                                  
(/2/"PSA")is the Prepayment Standard Assumption which is described under        
"Prepayment and Yield Considerations -- Weighted Average Lives of the   
Offered Certificates" in this Prospectus Supplement.                    

The weighted average life of the Class A-10 Certificates, which are       
Companion Certificates, will be extremely sensitive to the rate of prepayments  
on the Mortgage Loans.                                                          

Federal Income Tax Consequences                                                 

  For federal income tax purposes, an election will be made to treat the Trust
as two separate "real estate mortgage investment conduits" (the "Upper-Tier     
REMIC" and the "Lower-Tier REMIC," and each, a "REMIC" ).                       

.The Offered Certificates (other than the Class A-14, Class A-R and Class   
  A-LR Certificates) will constitute "regular interests" in the Upper-Tier
REMIC and will be treated as debt instruments for federal income tax  
purposes.                                                             

.Each component of the Class A-14 Certificates will constitute a separate   
"regular interest" in the Upper-Tier REMIC; however, it is anticipated
  that the regular interests represented by the components will be treated
as a single debt instrument for federal income tax purposes.          

.The Class A-R and Class A-LR Certificates will constitute the sole class   
of "residual interests" in the Upper-Tier REMIC and Lower-Tier REMIC, 
respectively.                                                         

Interest on the Offered Certificates must be included in your income under
an accrual method of tax accounting, even if you are otherwise a cash method    
taxpayer.                                                                       

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The Class A-10, Class A-14 and Class A-PO Certificates will, and certain  
other Classes may, be issued with original issue discount for federal income    
tax purposes. If you hold such a Certificate, you will be required to include   
original issue discount in income as it accrues on a constant yield method,     
regardless of whether you receive concurrently the cash attributable to such    
original issue discount.                                                        

 Holders of Class A-R and Class A-LR Certificates will be required to report
as ordinary income or loss their pro rata share of the net income or the net    
loss of the Upper-Tier REMIC and Lower-Tier REMIC, respectively, and will be    
required to fund tax liabilities with respect to any such net income although   
no cash distributions are expected to be made with respect to the Class A-R and 
Class A-LR Certificates.                                                        

See "Federal Income Tax Consequences" in this Prospectus Supplement and in
the Prospectus.                                                                 

Legal Investment                                                                

If your investment activities are subject to legal investment laws and    
regulations, regulatory capital requirements or review by regulatory            
authorities, then you may be subject to restrictions on investment in the       
Offered Certificates. You should consult your legal, tax and accounting         
advisers for assistance in determining the suitability of and consequences to   
you of the purchase, ownership and sale of Offered Certificates.                

.The Senior Certificates and the Class B-1 Certificates will constitute     
"mortgage related securities" for purposes of the Secondary Mortgage  
Market Enhancement Act of 1984, as amended ("SMMEA"), so long as they 
are rated in one of the two highest rating categories by at least one 
nationally recognized rating agency.                                  

.The Class B-2 and Class B-3 Certificates will not constitute "mortgage     
related securities" under SMMEA.                                      

See "Legal Investment" in the Prospectus.                                 

ERISA Considerations                                                            

If you are a fiduciary or other person acting on behalf of any employee   
benefit plan or arrangement, including an individual retirement account (an     
"IRA"), subject to the Employee Retirement Income Security Act of 1974, as      
amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code"),  
or any federal, state or local law ("Similar Law") which is similar to ERISA or 
the Code (collectively, a "Plan"), you should carefully review with your legal  
advisors whether the purchase or holding of an Offered Certificate could give   
rise to a transaction prohibited or not otherwise permissible under ERISA, the  
Code or Similar Law.                                                            

Subject to the considerations and conditions described under "ERISA       
Considerations" in this Prospectus Supplement, it is expected that the Senior   
Certificates (other than the Class A-9, Class A-R and Class A-LR Certificates)  
may be purchased by Plans. The Class A-R and Class A-LR Certificates may not be 
acquired by Plans and the Class A-9 and Class B Certificates may not be         
acquired by Plans except upon satisfaction of certain conditions.               

See "ERISA Considerations" in this Prospectus Supplement and in the       
Prospectus.                                                                     

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RISK FACTORS                                                                    

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

.The Offered Certificates are not suitable investments for all investors.   

.The Offered Certificates are complex financial instruments, so you should  
not purchase any Offered Certificates unless you or your financial    
advisor possess the necessary expertise to analyze the potential risks
associated with an investment in mortgage-backed securities.          

.You should not purchase any Offered Certificates unless you understand,    
  and are able to bear, the prepayment, credit, liquidity and market risks
associated with those Offered Certificates.                           

.You should carefully consider the risk factors discussed below in addition 
  to the other information contained in this Prospectus Supplement and the
Prospectus.                                                           

The Rate of Principal Payments on the Mortgage Loans Will Affect the Yield on   
the Offered Certificates                                                    

The rate of distributions of principal and the yield to maturity on your  
Certificates will be directly related to (i) the rate of payments of principal  
on the Mortgage Loans and (ii) the amount and timing of defaults by borrowers   
that result in losses on the Mortgage Loans. Borrowers are permitted to prepay  
their Mortgage Loans, in whole or in part, at any time without penalty.         

  The rate of principal payments on the Mortgage Loans mainly will be affected
by the following:                                                               

.the amortization schedules of the Mortgage Loans;                          

.the rate of partial prepayments and full prepayments by borrowers due to   
 refinancing, job transfer, changes in property values or other factors;

.liquidations of the properties that secure defaulted Mortgage Loans;       

.repurchases of Mortgage Loans by the Depositor as a result of defective    
documentation or breaches of representations or warranties; and       

.the optional repurchase of all the Mortgage Loans by the Depositor to      
effect a termination of the trust.                                    

For a more detailed discussion of these factors, see "The Pooling and     
Servicing Agreement --Optional Termination" and "Prepayment and Yield           
Considerations" in this Prospectus Supplement and "The Pooling and Servicing    
Agreement -- Assignment of Mortgage Loans to the Trustee" and "-- Termination;  
Optional Purchase of Mortgage Loans" and "Prepayment and Yield Considerations"  
in the Prospectus.                                                              

  The rate of payments (including prepayments) on mortgage loans is influenced
by a variety of economic, geographic, social and other factors, but depends     
greatly on the level of mortgage interest rates:                                

.If prevailing interest rates for similar mortgage loans fall below the     
interest rates on the Mortgage Loans, the rate of prepayment would    
generally be expected to increase due to refinancings.                

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

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  Mortgage originators (including NationsBanc Mortgage Corporation and Bank of
America, FSB) make general and targeted solicitations for refinancings. Any     
such solicited refinancings may result in a rate of prepayment that is higher   
than you might otherwise expect.                                                

If you are purchasing Offered Certificates at a discount, and specifically
if you are purchasing the Class A-PO Certificates, you should consider the risk 
that if principal payments on the Mortgage Loans, or, in the case of the Class  
A-PO Certificates, Mortgage Loans having Net Mortgage Interest Rates below      
6.500%, occur at a rate slower than you expected, your yield will be lower than 
you expected. See "Prepayment and Yield Considerations -- Yield on the Class A- 
PO Certificates" in this Prospectus Supplement for a more detailed description  
of risks associated with the purchase of the Class A-PO Certificates, including 
a table demonstrating the particular sensitivity of the Class A-PO Certificate  
to the rate of prepayments.                                                     

  If you are purchasing Offered Certificates at a premium, you should consider
the risk that if principal payments on the Mortgage Loans occur at a rate       
faster than you expected, your yield may be lower than you expected.            

See "Summary of Terms -- Prepayment and Yield Considerations" and         
"Prepayment and Yield Considerations" in this Prospectus Supplement.            

Subordination of Class A-9 and Class B Certificates Increases Risk of Loss      

If you purchase Class B Certificates, you are more likely to suffer losses
as a result of losses or delinquencies on the Mortgage Loans than are holders   
of the Class A Certificates.                                                    

.The rights of the holders of each class of Class B Certificates to receive 
distributions of interest and principal are subordinated to the rights
  of the holders of the Class A Certificates and the holders of each class
  of Class B Certificates with a lower numerical designation. For example,
 the holders of the Class B-2 Certificates will not receive principal or
interest on a Distribution Date until the holders of the Class A and  
Class B-1 Certificates have received the amounts to which they are    
entitled on that Distribution Date.                                   

.Losses that are realized on the Mortgage Loans (other than Excess Losses)  
  will be allocated first to the Class B-6 Certificates, then to the Class
B-5 Certificates and so on, in reverse of the numerical order of the  
Class B Certificates, until the outstanding balances of those classes 
  have been reduced to zero. After the outstanding balances of the Class B
 Certificates have been reduced to zero, all losses will be allocated to
the Class A Certificates.                                             

 For a more detailed description of the subordination feature of the Class B
Certificates, see "Description of the Certificates -- Allocation of Losses" and 
"Credit Support" in this Prospectus Supplement.                                 

If you purchase Class A-9 Certificates, you should consider the risk that 
after the Class B Certificates are no longer outstanding, the principal portion 
of losses realized on the Mortgage Loans (other than Excess Losses) that are    
allocated to the Class A-14 Certificates will be borne by your Class A-9        
Certificates, rather than the Class A-14 Certificates, for so long as your      
Class A-9 Certificates are outstanding.                                         

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Limited Source of Payments - No Recourse to Depositor, Sellers, Servicers or    
Trustee                                                                     

Proceeds of the Mortgage Loans will be the sole source of payments on the 
Certificates. The Certificates do not represent an interest in or obligation of 
the Depositor, either Seller, either Servicer, the Trustee or any of their      
affiliates. There are, however, limited obligations of the Depositor with       
respect to certain breaches of its representations and warranties, and limited  
obligations of the Servicers with respect to their servicing obligations.       

Neither the Certificates nor the Mortgage Loans will be guaranteed by or  
insured by any governmental agency or instrumentality, the Depositor, either    
Seller, either Servicer, the Trustee or any of their affiliates. Consequently,  
if payments on the Mortgage Loans are insufficient or otherwise unavailable to  
make all payments required on the Certificates, there will be no recourse to    
the Depositor, either Seller, either Servicer, the Trustee or any of their      
affiliates.                                                                     

Limited Liquidity                                                               

The Underwriter intends to make a market for purchase and sale of the     
Offered Certificates after their initial issuance, but the Underwriter has no   
obligation to do so. There is no assurance that such a secondary market will    
develop or, if it does develop, that it will provide you with liquidity of      
investment or that it will continue for the life of the Offered Certificates.   
As a result, you may not be able to sell your Certificates or you may not be    
able to sell your Certificates at a high enough price to produce your desired   
return on investment.                                                           

 The secondary market for mortgage-backed securities has experienced periods
of illiquidity and can be expected to do so in the future. Illiquidity means    
that there may not be any purchasers for your class of Certificates. Although   
any class of Certificates may experience illiquidity, it is more likely that    
classes of Certificates that are more sensitive to prepayment, credit or        
interest rate risk (Class A-PO or Class B Certificates) will experience         
illiquidity.                                                                    

Geographic Concentration May Increase Risk of Loss Due to Adverse Economic      
Conditions or Natural Disaster                                              

  At various times, certain geographic regions will experience weaker economic
conditions and housing markets and, consequently, will experience higher rates  
of delinquency and loss on mortgage loans generally. In addition, California,   
Florida and several other states have experienced natural disasters, including  
earthquakes, fires, floods and hurricanes, which may adversely affect property  
values. Any concentration of mortgaged properties in a state or region may      
present unique risk considerations. See the chart on page S-22 for a listing of 
the locations and concentrations of mortgaged properties.                       

Any deterioration in housing prices in a state or region due to adverse   
economic conditions, natural disaster or other factors, and any deterioration   
of economic conditions in a state or region that adversely affects the ability  
of borrowers to make payments on the Mortgage Loans, may result in losses on    
the Mortgage Loans. Any losses may adversely affect the yield to maturity of    
the Offered Certificates.                                                       

See "The Mortgage Pool" in this Prospectus Supplement for further         
information regarding the geographic concentration of the Mortgage Loans.       

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Rights of Beneficial Owners May Be Limited by Book-Entry System                 

All of the Offered Certificates, other than the Class A-R and Class A-LR  
Certificates, are Book-Entry Certificates and will be held through the book-    
entry system of The Depository Trust Company. Transactions in the Book-Entry    
Certificates generally can be effected only through DTC and DTC Participants.   
As a result:                                                                    

.your ability to pledge Book-Entry Certificates to entities that do not     
  participate in the DTC system, or to otherwise act with respect to Book-
Entry Certificates, may be limited due to the lack of a physical      
certificate for your Certificates; and                                

.under a book-entry format, you may experience delays in the receipt of     
payments, since distributions will be made by the Trustee to DTC, and 
not directly to you.                                                  

For a more detailed discussion of the Book-Entry Certificates, see        
"Description of the Certificates --Book-Entry Certificates" in this Prospectus  
Supplement.                                                                     

Tax Consequences of Residual Certificates                                       

.The Class A-R and Class A-LR Certificates will be the sole "residual       
interests" in the Upper-Tier REMIC and Lower-Tier REMIC, respectively,
for federal income tax purposes.                                      

.Holders of Class A-R and Class A-LR Certificates must report as ordinary   
  income or loss their pro rata share of the net income or the net loss of
the respective REMIC whether or not any                               
cash distributions are made to them. This allocation of income or loss
  may result in a zero or negative after-tax return. No cash distributions
are expected to be made with respect to the Class A-R and Class A-LR  
Certificates.                                                         

.Due to their tax consequences, the Class A-R and Class A-LR Certificates   
will be subject to restrictions on transfer that may affect their     
liquidity. In addition, the Class A-R and Class A-LR Certificates may 
not be acquired by Plans.                                             

See "Description of the Certificates -- Restrictions on Transfer of the   
Class A-R and Class A-LR Certificates," "Prepayment and Yield                   
Considerations -- Yield on the Class A-R and Class A-LR Certificates," "ERISA   
Considerations" and "Federal Income Tax Consequences" in this Prospectus        
Supplement.                                                                     

Risk Associated with Year 2000 Compliance                                       

 The following is a Year 2000 readiness disclosure within the meaning of the
Year 2000 Information and Readiness Disclosure Act.                             

Each of the Servicers and their ultimate corporate parent, BankAmerica    
Corporation (the "Corporation"), like all financial institutions, are faced     
with the challenge of correctly stating and processing data containing dates    
from the Year 2000 and beyond, i.e. becoming Year 2000 ready. Computers         
programmed with a two-digit field for identifying the year interpret "98" as    
"1998," but may interpret "00" as "1900" rather than "2000." If not remedied,   
this problem could create system errors and failures resulting in the           
disruption of normal business operations. The Corporation has established       
project teams to address these Year 2000 issues. For additional information on  
the Corporation's Year 2000 remediation efforts, readers of this Prospectus     
Supplement are referred to the Corporation's Quarterly Report on Form 10-Q for  
the period ended September 30, 1998, which is                                   

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incorporated herein by reference, and any subsequent reports filed by the       
Corporation under the Securities Exchange Act of 1934, as amended.              

The Servicers and their major vendors of mortgage servicing software are  
preparing contingency plans which will be implemented, if required, to minimize 
interruptions to mortgage servicing operations. However, due to the size and    
complexity of some systems, some of which are provided by outside vendors, and  
the necessity for these systems to interface correctly, both within and outside 
the Servicers, there is the possibility that some systems may not handle date-  
related data correctly after January 1, 2000. Nevertheless, based on their      
efforts and those of their major vendors and the information available to date, 
and assuming the continued availability to the Servicers and to their           
significant vendors of staff and other technical resources and no unexpected    
difficulty in implementing system enhancements, each Servicer believes that it  
will not incur significant operational disruptions to mortgage servicing        
operations as a result of the Year 2000 problem. Each Servicer has made its     
mission critical mortgage servicing systems Year 2000 ready, and expects the    
mission critical systems provided by vendors will be Year 2000 ready before     
January 1, 2000. However, the Servicers are heavily dependent on their outside  
vendors and the systems of third parties. There can be no assurance that the    
systems of third parties with which the Servicers deal will be timely           
converted. Likewise, the Servicers do not have the same ability to monitor and  
control their outside vendors as they have for their internal systems.          

The Trustee has informed the Depositor and the Servicers that it will use 
commercially reasonable efforts to (i) make the computer hardware and software  
owned by the Trustee and used to provide its services under the Pooling         
Agreement Year 2000 ready before December 31, 1999, (ii) test software that the 
Trustee licenses from third parties to provide services under the Pooling       
Agreement and subject to certain conditions, if any such software is not Year   
2000 ready by September 30, 1999, obtain replacement software that is warranted 
by its vendor as Year 2000 ready and (iii) contact third party service          
providers that the Trustee may use to provide services under the Pooling        
Agreement to obtain assurances from them that the computer hardware and         
software used to provide services under the Pooling Agreement are Year 2000     
ready. However, there can be no assurance that the systems of the Trustee or    
third parties with which the Trustee deals will be Year 2000 ready.             

If either of the Servicers or any of their vendors or third party service 
providers is not Year 2000 ready, that Servicer most likely will not be able to 
process payments on the Mortgage Loans on a timely basis or accurately. These   
problems could lead to the occurrence of an event of default under the Pooling  
Agreement. For the remedies available upon the occurrence of an event of        
default, see "The Pooling and Servicing Agreement -- Rights Upon Event of       
Default" in the Prospectus.                                                     

  If the Trustee or any of its vendors or third party service providers is not
Year 2000 ready, the Trustee may not be able to make timely or accurate         
payments to certificateholders. The Pooling Agreement provides that the holders 
of Certificates evidencing at least 50% of the voting rights have the right to  
remove the Trustee by providing written notice to the Servicers and the         
Trustee.                                                                        

  Replacement of a Servicer or the Trustee could lead to payment delays on the
Certificates during any transition period.                                      

  The forward-looking statements contained in this Year 2000 discussion should
be read in conjunction with the continuing statement included in the last       
paragraph on page S-2 of this Prospectus Supplement.                            

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THE MORTGAGE POOL                                                               

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The following descriptions of the Mortgage Loans and the mortgaged        
properties are based upon the expected characteristics of the Mortgage Loans as 
of the close of business on the Cut-off Date. The balances shown have been      
adjusted for the scheduled principal payments due on or before the Cut-off      
Date. Prior to the Closing Date, Mortgage Loans may be removed from the         
Mortgage Pool and other Mortgage Loans may be substituted for them. The         
Depositor believes that the information set forth in this Prospectus Supplement 
is representative of the characteristics of the Mortgage Pool as it will be     
constituted on the Closing Date. Unless the context requires otherwise,         
references below to percentages of the Mortgage Loans are approximate           
percentages of the aggregate Stated Principal Balance of the Mortgage Loans as  
of the Cut-off Date.                                                            

The Trust will consist primarily of a pool (the "Mortgage Pool") of fixed-
rate, conventional, fully-amortizing mortgage loans (the "Mortgage Loans")      
secured by first liens on one- to four-family residential properties. As of the 
Cut-off Date, the Mortgage Pool is expected to include 1,473 Mortgage Loans     
with an aggregate Stated Principal Balance of approximately $500,376,622.26.    
The Mortgage Loans will have original terms to stated maturity ranging from 240 
to 360 months. The Mortgage Loans will have scheduled monthly payments of       
interest and principal due on the first day of each month. Each Mortgage Loan   
bears interest at a fixed rate.                                                 

  The Mortgage Pool consists of Mortgage Loans either (i) originated by one of
the Sellers or (ii) purchased by one of the Sellers from various entities that  
either originated the Mortgage Loans or acquired the Mortgage Loans pursuant to 
mortgage loan purchase programs operated by such entities. The Mortgage Loans   
will be sold by the Sellers to the Depositor on the Closing Date pursuant to    
two mortgage loan purchase agreements, each between one of the Sellers and the  
Depositor (the "Mortgage Loan Purchase Agreements"). The Mortgage Loan Purchase 
Agreements will provide the Depositor with remedies against the Sellers for     
breaches of representations and warranties made by the Depositor with respect   
to the Mortgage Loans in the Pooling Agreement and for the failure to deliver   
documentation with respect to the Mortgage Loans under the Pooling Agreement.   

As of the Cut-off Date, each Mortgage Loan is expected to have a Stated   
Principal Balance of at least approximately $90,555.33 and of not more than     
approximately $1,084,153.59 and the average Stated Principal Balance of the     
Mortgage Loans is expected to be approximately $339,699.00. The latest stated   
maturity date of any of the Mortgage Loans is expected to be March 1, 2029;     
however, borrowers may prepay their Mortgage Loans at any time without penalty. 
Accordingly, the actual date on which any Mortgage Loan is paid in full may be  
earlier than the stated maturity date due to unscheduled payments of principal. 

  As of the Cut-off Date, no Mortgage Loan was delinquent and no Mortgage Loan
has been more than 30 days delinquent more than once during the preceding       
twelve months. Approximately 0.07% of the Mortgage Loans will be subject to     
buydown agreements.                                                             

As of the Cut-off Date, it is expected that approximately 83.16% of the   
Mortgage Loans will have been originated or acquired by NationsBanc Mortgage    
Corporation and approximately 16.84% of the Mortgage Loans will have been       
originated or acquired by Bank of America, FSB and its affiliates (other than   
NationsBanc Mortgage Corporation).                                              

 As of the Cut-off Date, no Mortgage Loan will have a Loan-to-Value Ratio of
more than 95.00%. For more information on the Loan-to-Value Ratios of the       
Mortgage Loans, see the "Original Loan-to-                                      

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Value Ratios" table below. Subject to minor exceptions permitted in each        
Seller's discretion, each Mortgage Loan with a Loan-to-Value Ratio at           
origination in excess of 80% will be covered by a primary mortgage guaranty     
insurance policy which conforms to the standards of Fannie Mae ("FNMA") or the  
Federal Home Loan Mortgage Corporation ("FHLMC"). No such primary mortgage      
insurance policy will be required with respect to any such Mortgage Loan after  
the date on which the related Loan- to-Value Ratio is less than 80%.            

The "Loan-to-Value Ratio" of a Mortgage Loan at any time is the percentage
equal to (i) the principal balance of the related Mortgage Loan divided by (ii) 
the lesser of (a) the appraised value of the related mortgaged property         
determined in an appraisal obtained by the originator at origination of the     
Mortgage Loan and (b) except for Mortgage Loans made for refinancing purposes,  
the sales price for the mortgaged property. The value of any mortgaged property 
generally will change from the level that existed on the appraisal or sales     
date. If residential real estate values generally or in a particular geographic 
area decline, the Loan-to-Value Ratios might not be a reliable indicator of the 
rates of delinquencies, foreclosures and losses that could occur with respect   
to the Mortgage Loans.                                                          

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Mortgage Loan Data                                                              

  The following tables set forth certain characteristics of the Mortgage Loans
as of the Cut-off Date. The balances and percentages may not be exact due to    
rounding.                                                                       

Occupancy of Mortgaged Properties(/1/)

                                                                [Download Table]

                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Occupancy                                Loans     Cut-off Date      Balance    
---------                              --------- ---------------- --------------
                                                                                
Primary Residence.....................   1,434   $486,659,969.51       97.26%   
Second Home...........................      33     11,981,086.17        2.39    
Investor Property.....................       6      1,735,566.58        0.35    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    
--------                                                                        
(/1/Based)solely on representations of the mortgagor at the time of origination 
    of the related Mortgage Loan.                                               

                                 Property Types                                 


                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Property Type                            Loans     Cut-off Date      Balance    
-------------                          --------- ---------------- --------------
                                                                                
Single Family Residence...............   1,104   $377,135,138.55       75.37%   
PUD...................................     326    109,408,609.19       21.87    
Condominium...........................      33      9,454,028.65        1.89    
2-Family..............................       6      2,703,769.12        0.54    
Townhouse.............................       2        810,877.69        0.16    
3-Family..............................       1        538,558.18        0.11    
4-Family..............................       1        325,640.88        0.07    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

                             Mortgage Loan Purpose                              


                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Purpose                                  Loans     Cut-off Date      Balance    
-------                                --------- ---------------- --------------
                                                                                
Refinance--Rate/Term..................     657   $227,479,139.05       45.46%   
Purchase..............................     580    190,767,819.29       38.12    
Refinance--Cashout....................     236     82,129,663.92       16.41    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

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Geographical Distribution of the Mortgaged Properties(/1/)

                                                                [Download Table]

                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Geographic Area                          Loans     Cut-off Date      Balance    
---------------                        --------- ---------------- --------------
                                                                                
Alabama...............................       8   $  2,691,682.51        0.54%   
Arizona...............................      35     11,714,784.41        2.34    
Arkansas..............................       4      1,345,470.22        0.27    
California............................     605    212,104,759.84       42.39    
Colorado..............................      93     31,305,850.87        6.26    
Connecticut...........................       1        371,406.03        0.07    
Delaware..............................       2        682,172.15        0.14    
District of Columbia..................       6      1,972,590.16        0.39    
Florida...............................      31     10,361,092.69        2.07    
Georgia...............................      56     17,963,583.41        3.59    
Hawaii................................       1        359,666.56        0.07    
Idaho.................................       1        334,757.54        0.07    
Illinois..............................      72     24,616,300.05        4.92    
Indiana...............................       3        795,268.61        0.16    
Iowa..................................       2        576,481.52        0.12    
Kansas................................       5      1,653,795.78        0.33    
Kentucky..............................       9      3,035,921.93        0.61    
Maryland..............................      47     16,123,295.79        3.22    
Massachusetts.........................      28      9,829,437.30        1.96    
Michigan..............................      14      4,420,550.75        0.88    
Minnesota.............................      15      4,688,277.61        0.94    
Mississippi...........................       1        359,450.44        0.07    
Missouri..............................      18      6,238,702.27        1.25    
Nebraska..............................       1        286,951.43        0.06    
Nevada................................      16      4,909,387.84        0.98    
New Hampshire.........................       1        230,630.95        0.05    
New Jersey............................      24      7,489,720.68        1.50    
New Mexico............................       2        668,285.67        0.13    
New York..............................      13      3,532,705.31        0.71    
North Carolina........................      34     10,892,119.61        2.18    
Ohio..................................      13      4,242,158.88        0.85    
Oklahoma..............................       5      1,825,329.72        0.36    
Oregon................................      15      5,000,370.95        1.00    
Pennsylvania..........................      31     10,595,430.84        2.12    
South Carolina........................      10      3,033,224.36        0.61    
Tennessee.............................      33     11,173,752.05        2.23    
Texas.................................      93     32,157,704.88        6.43    
Utah..................................      10      3,375,395.91        0.67    
Virginia..............................      67     22,430,143.40        4.48    
Washington............................      47     14,715,763.71        2.94    
Wisconsin.............................       1        272,247.63        0.05    
                                         -----   ---------------      ------    
    Total.............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

--------                                                                        
(1) As of the Cut-off Date, no more than approximately 1.02% of the Mortgage    
   Loans are expected to be secured by mortgaged properties located in any one
five-digit postal zip code.                                             

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Current Mortgage Loan Principal Balances(/1/) 

                                                                [Download Table]

                                                       Aggregate          % of     
                                          Number of Stated Principal  Cut-off Date 
                                          Mortgage   Balance as of   Pool Principal
Current Mortgage Loan Principal Balances    Loans     Cut-off Date      Balance    
----------------------------------------  --------- ---------------- --------------
                                                                                   
$0.01 to $200,000.00...................         7   $    946,007.49        0.19%   
$200,000.01 to $250,000.00.............       122     29,264,915.78        5.85    
$250,000.01 to $300,000.00.............       538    148,676,491.10       29.71    
$300,000.01 to $350,000.00.............       338    110,040,216.08       21.99    
$350,000.01 to $400,000.00.............       185     69,698,437.71       13.93    
$400,000.01 to $450,000.00.............        98     41,677,453.85        8.33    
$450,000.01 to $500,000.00.............        78     37,119,099.55        7.42    
$500,000.01 to $550,000.00.............        46     24,170,386.72        4.83    
$550,000.01 to $600,000.00.............        23     13,263,996.18        2.65    
$600,000.01 to $650,000.00.............        31     19,718,654.47        3.94    
$650,000.01 to $700,000.00.............         1        675,472.65        0.13    
$750,000.01 to $800,000.00.............         3      2,364,678.98        0.47    
$800,000.01 to $850,000.00.............         1        826,338.65        0.17    
$850,000.01 to $900,000.00.............         1        850,319.46        0.17    
$1,050,000.01 to $1,100,000.00.........         1      1,084,153.59        0.22    
                                            -----   ---------------      ------    
  Total................................     1,473   $500,376,622.26      100.00%   
                                            =====   ===============      ======    

--------                                                                        
(1) As of the Cut-off Date, the average outstanding principal balance of the    
Mortgage Loans is expected to be approximately $339,699.00.             

Original Loan-to-Value Ratios(/1/)

                                                                [Download Table]

                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Original Loan-to-Value Ratios            Loans     Cut-off Date      Balance    
-----------------------------          --------- ---------------- --------------
                                                                                
5.01% to 10.00%.......................       1   $    250,799.27        0.05%   
20.01% to 25.00%......................       4      1,456,833.03        0.29    
25.01% to 30.00%......................       2      1,135,607.88        0.23    
30.01% to 35.00%......................       7      2,350,491.03        0.47    
35.01% to 40.00%......................      21      8,095,226.00        1.62    
40.01% to 45.00%......................      19      7,384,020.83        1.48    
45.01% to 50.00%......................      46     15,996,417.59        3.20    
50.01% to 55.00%......................      39     13,867,008.65        2.77    
55.01% to 60.00%......................      70     25,183,895.60        5.03    
60.01% to 65.00%......................     100     35,897,107.88        7.17    
65.01% to 70.00%......................     180     66,183,799.67       13.23    
70.01% to 75.00%......................     239     80,113,031.68       16.01    
75.01% to 80.00%......................     563    190,363,399.86       38.04    
80.01% to 85.00%......................      31      9,012,125.43        1.80    
85.01% to 90.00%......................     105     30,894,272.99        6.17    
90.01% to 95.00%......................      46     12,192,584.87        2.44    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

--------                                                                        
(1) As of the Cut-off Date, the weighted average Loan-to-Value Ratio at         
 origination of the Mortgage Loans is expected to be approximately 72.25%.

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Mortgage Interest Rates(/1/)

                                                                [Download Table]

                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Mortgage Interest Rates                  Loans     Cut-off Date      Balance    
-----------------------                --------- ---------------- --------------
                                                                                
6.001% to 6.250%......................       2   $    530,346.29        0.11%   
6.251% to 6.500%......................      36     11,569,631.65        2.31    
6.501% to 6.750%......................     106     34,316,980.80        6.86    
6.751% to 7.000%......................     367    123,092,051.50       24.60    
7.001% to 7.250%......................     483    169,066,992.20       33.79    
7.251% to 7.500%......................     377    127,964,683.65       25.57    
7.501% to 7.750%......................      85     28,480,642.21        5.69    
7.751% to 8.000%......................      17      5,355,293.96        1.07    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    
--------                                                                        
(1) As of the Cut-off Date, the weighted average mortgage interest rate of the  
    Mortgage Loans is expected to be approximately 7.176% per annum.            

                              Remaining Terms(/1/)                              


                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Remaining Term                           Loans     Cut-off Date      Balance    
--------------                         --------- ---------------- --------------
                                                                                
181 to 240 months.....................      14   $  4,241,466.43        0.85%   
241 to 300 months.....................      10      2,802,959.28        0.56    
301 to 360 months.....................   1,449    493,332,196.55       98.59    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    
--------                                                                        
(1) As of the Cut-off Date, the weighted average stated remaining term of the   
    Mortgage Loans is expected to be approximately 357 months.                  

                       Credit Scoring of Mortgagors(/1/)                        


                                                    Aggregate          % of     
                                       Number of Stated Principal  Cut-off Date 
                                       Mortgage   Balance as of   Pool Principal
Credit Scores                            Loans     Cut-off Date      Balance    
-------------                          --------- ---------------- --------------
                                                                                
551 - 600.............................       7   $  2,205,050.29        0.44%   
601 - 650.............................      64     20,335,863.58        4.06    
651 - 700.............................     284     96,601,067.45       19.31    
701 - 750.............................     549    187,831,965.51       37.54    
751 - 800.............................     524    179,170,739.83       35.81    
801 - 850.............................      19      6,068,466.72        1.21    
Unknown Scores........................      26      8,163,468.88        1.63    
                                         -----   ---------------      ------    
  Total...............................   1,473   $500,376,622.26      100.00%   
                                         =====   ===============      ======    

--------                                                                        
(1) The scores shown are Bureau Credit Scores from Experian (FICO), Equifax     
(Beacon) and TransUnion (Empirica) ("Credit Scores"). Credit Scores     
 generally range from approximately 250 to approximately 900 with a higher
   score indicating an individual with a more favorable credit history than an
  individual with a lower score. Credit Scores are statistical credit scores
  designed to assess a borrower's creditworthiness and likelihood to default
on a consumer obligation over a two-year period. Credit Scores were not 
developed to predict the likelihood of default on mortgage loans and,   
 accordingly, may not be indicative of the ability of a mortgagor to repay
its Mortgage Loan.                                                      

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Underwriting Standards of NationsBanc Mortgage Corporation                      

Each Mortgage Loan originated or acquired by NationsBanc Mortgage         
Corporation has satisfied the credit, appraisal and underwriting guidelines     
established by NationsBanc Mortgage Corporation which may be varied in cases    
deemed appropriate by NationsBanc Mortgage Corporation. NationsBanc Mortgage    
Corporation's underwriting guidelines are intended to evaluate the mortgagor's  
credit standing and repayment ability and the value and adequacy of the         
mortgaged property as collateral. These underwriting guidelines are applied in  
a standard procedure which is intended to comply with applicable federal and    
state laws and regulations. With respect to NationsBanc Mortgage Corporation's  
underwriting guidelines, such underwriting standards generally include a set of 
specific criteria pursuant to which the underwriting evaluation is made.        
However, the application of such underwriting guidelines does not imply that    
each specific criteria was satisfied individually. NationsBanc Mortgage         
Corporation will have considered a Mortgage Loan to be originated in accordance 
with a given set of underwriting guidelines if, based on an overall qualitative 
evaluation, the loan is in substantial compliance with such underwriting        
guidelines. A Mortgage Loan may be considered to comply with a set of           
underwriting standards, even if one or more specific criteria included in such  
underwriting standards were not satisfied, if other factors compensated for the 
criteria that were not satisfied or the Mortgage Loan is considered to be in    
substantial compliance with the underwriting standards.                         

Initially, a prospective mortgagor is required to fill out a detailed     
industry standard application designed to provide pertinent credit information. 
As part of the description of the prospective mortgagor's financial condition,  
the applicant is required to provide current information describing assets and  
liabilities and a statement of income and expenses, as well as an authorization 
to apply for a credit report which summarizes the applicant's credit history    
with merchants and lenders and any record of bankruptcy. In most cases, an      
employment verification is obtained either from the applicant's employer        
wherein the employer reports the length of employment with that organization,   
the current salary and an indication as to whether it is expected that the      
applicant will continue such employment in the future or through analysis of    
copies of federal withholding (IRS W-2) forms, current payroll earnings         
statements and account statements of the applicant. If a prospective mortgagor  
is self-employed, the applicant is required to submit copies of signed tax      
returns. The applicant also authorizes deposit verification at all financial    
institutions where the applicant has accounts. The Seller may, as part of its   
overall evaluation of the applicant's creditworthiness, use a credit scoring    
system or mortgage scoring system to evaluate in a statistical manner the       
expected performance of a Mortgage Loan based on the pertinent credit           
information concerning the applicant provided through national credit bureaus,  
certain other information provided by the applicant and an assessment of        
specific mortgage loan characteristics, including loan-to-value ratio and type  
of loan product.                                                                

NationsBanc Mortgage Corporation has employed alternative underwriting    
guidelines (the "Limited or Reduced Documentation Guidelines") for certain      
qualifying mortgage loans underwritten by NationsBanc Mortgage Corporation      
through an underwriting program designed to streamline the loan review process. 
Certain reduced loan documentation programs may not require income, employment  
or asset verifications. Generally, in order to be eligible for a reduced loan   
documentation program, the mortgaged property must have a loan-to-value ratio   
which supports the amount of the mortgage loan and the mortgagor must have a    
good credit history. Eligibility for such program may be determined by use of a 
credit scoring model. No more than 13.00% of the Mortgage Loans originated or   
acquired by NationsBanc Mortgage Corporation have been originated under the     
Limited or Reduced Documentation Guidelines.                                    

Once all applicable employment and deposit documentation and the credit   
report are received, a determination is made as to whether the prospective      
mortgagor has sufficient monthly income available                               

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(i) to meet the mortgagor's monthly obligations on the proposed mortgage loan   
and other expenses related to the mortgaged property (such as property taxes,   
hazard insurance and maintenance and utility costs) and (ii) to meet other      
financial obligations and monthly living expenses.                              

To determine the adequacy of the mortgaged property as collateral, an     
independent appraisal is made of each mortgaged property considered for         
financing. The appraiser is required to inspect the mortgaged property and      
verify that it is in acceptable condition and that construction, if recent, has 
been completed. The appraisal is based on the appraiser's estimate of values,   
giving appropriate weight to both the market value of comparable housing, as    
well as the cost of replacing the mortgaged property.                           
Certain states where the mortgaged properties securing the Mortgage Loans 
are located are "anti- deficiency" states where, in general, lenders providing  
credit on one- to four-family properties must look solely to the property for   
repayment in the event of foreclosure. See "Certain Legal Aspects of the        
Mortgage Loans -- Anti-Deficiency Legislation, the Bankruptcy Code and Other    
Limitations on Lenders" in the Prospectus. NationsBanc Mortgage Corporation's   
underwriting guidelines in all states (including anti-deficiency states)        
require that the value of the mortgaged property being financed, as indicated   
by the independent appraisal, currently supports and is anticipated to support  
in the future the outstanding loan balance and provides sufficient value to     
mitigate the effects of adverse shifts in real estate values, although there    
can be no assurance that such value will support the outstanding loan balance   
in the future.                                                                  

Underwriting Standards of Bank of America, FSB                                  

Bank of America, FSB and certain affiliated sellers (the "Affiliated      
Sellers") have written, and are continuously updating, underwriting guides for  
the origination of one- to four-family residential first mortgage loans (as     
modified from time to time, the "Guides"). The underwriting standards as set    
forth in the Guides are continuously revised based on prevailing conditions in  
the residential mortgage market, evolving credit standards of the affiliated    
Sellers and the investment market for residential mortgage loans. Each Mortgage 
Loan originated or acquired by Bank of America, FSB has satisfied the           
underwriting standards set forth in the Guides.                                 

The underwriting standards set forth in the Guides are intended to assess 
the prospective borrower's ability and willingness to repay the debt and the    
adequacy of the property as collateral for the loan requested. Credit policies  
of the Affiliated Sellers require that loan underwriters be satisfied that the  
value of the property being financed supports the outstanding loan balance with 
sufficient value at loan origination to mitigate the effects of adverse shifts  
in real estate values. The emphasis, however, remains on the borrowers' ability 
to repay debt.                                                                  

The real estate lending processes of the Affiliated Sellers for one- to   
four-family mortgage loans follow standard procedures, designed to comply with  
applicable federal and state laws and regulations. Initially, a prospective     
borrower is required to complete a detailed application designed to provide to  
the underwriter pertinent information about the prospective borrower, the       
property to be financed and the type of loan desired. Information regarding the 
property to be financed may be provided by the prospective borrower after the   
applicable Affiliated Seller has approved, subject to review of the property to 
be financed, a loan to the prospective borrower. As part of the description of  
the prospective borrower's financial condition, the Affiliated Sellers          
generally require a description of assets and liabilities and income and        
expenses and obtain a credit report which summarizes the prospective borrower's 
credit history with merchants and lenders and any public records, such as       
bankruptcy. In most cases, employment verification is obtained providing        
current and historical income information. Such                                 

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employment verification is obtained either through the applicable affiliated    
Seller's analysis of the prospective borrower's W-2 forms for the most recent   
two years and year-to-date earnings statement or most recent two years' tax     
returns, or from the prospective borrower's employer, wherein the employer      
reports the length of employment and current salary with that organization.     
Self-employed prospective borrowers generally are required to submit their      
federal tax returns for the past two years plus year-to- date financial         
statements if the loan application is made 120 days or longer after the end of  
the most recent tax year for which a federal tax return was provided. In        
general, an employment verification is obtained, and with respect to certain    
loans, a telephonic employment confirmation is obtained by the affiliated       
Seller.                                                                         

Beginning in April 1994, the Affiliated Sellers began using an automated  
process to assist in making credit decisions on certain residential real estate 
loans. A prospective borrower's credit history is assigned a score based on     
standard criteria designed to predict the possibility of a default by the       
prospective borrower on a mortgage loan. An application from a prospective      
borrower whose score indicates a high probability of a default will receive     
scrutiny from a senior underwriter who may override a decision based on the     
credit score. An application from a prospective borrower whose score indicates  
a low probability of default is eligible for the Affiliated Sellers' rapid      
processing program (the "Rapid Processing Program"). Loans in the Rapid         
Processing Program are subject to less stringent underwriting guidelines and    
documentation standards to verify the information in the application.           
Approximately 53.67% of the Mortgage Loans originated or acquired by Bank of    
America, FSB have been originated under the Rapid Processing Program.           

With respect to most mortgage loans originated by the Affiliated Sellers, 
once the employment verification (or confirmation) and the credit report are    
received by the underwriter considering the loan application, a determination   
is made as to whether the prospective borrower has sufficient monthly income    
available to meet the borrower's monthly obligations on the proposed loan and   
other expenses related to the residence as well as to meet other financial      
obligations and monthly living expenses. Where there are two individuals co-    
signing any mortgage note, the income and payment obligations of both may be    
included in the computation.                                                    

  Prior to final loan approval a prospective borrower generally is expected to
have liquid assets sufficient to cover the down-payment, closing costs and cash 
reserves that could be used to pay future housing expenses in a depository or   
related account of the borrower. However, the Affiliated Sellers generally do   
not require prospective borrowers to have such liquid assets when they          
originate refinance loans.                                                      

An appraisal is made of each property to be financed. The appraisal is    
conducted by either a staff appraiser of the applicable Affiliated Seller, or   
in some instances, an independent fee appraiser licensed in the jurisdiction    
where such property is located. Generally, as part of the loan origination      
process, the appraiser personally visits the property and estimates its market  
value on the basis of comparable properties and other factors.                  

 The Affiliated Sellers have generally not made one- to four-family mortgage
loans having Loan-to Value Ratios above 80% unless they have obtained or caused 
the borrowers to obtain primary mortgage insurance policies.                    

The mortgaged properties may be located in states where, in general, a    
lender providing credit on a single-family property may not seek a deficiency   
judgment against the mortgagor but rather must look solely to the property for  
repayment in the event of foreclosure. See "Certain Legal Aspects of the        
Mortgage Loans -- Anti-Deficiency Legislation, the Bankruptcy Code and Other    
Limitations on Lenders" in the Prospectus.                                      

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 The underwriting standards contained in the Guides applicable to all states
(including anti-deficiency states) require that the value of the property being 
financed, as indicated by the appraisal, currently supports and is anticipated  
to support in the future the outstanding loan balance, although there can be no 
assurance that such value will support the loan balance in the future.          

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NATIONSBANC MORTGAGE CORPORATION                                                

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NationsBanc Mortgage Corporation is a wholly-owned subsidiary of          
NationsBank, N.A., which is an indirect, wholly-owned subsidiary of BankAmerica 
Corporation. NationsBanc Mortgage Corporation is primarily engaged in the       
business of (i) originating and purchasing residential mortgage loans in its    
own name and (ii) servicing residential mortgage loans for its own account or   
for the account of others. NationsBanc Mortgage Corporation's principal         
executive offices are located at 201 North Tryon Street, 14th Floor, Charlotte, 
North Carolina 28255 and the telephone number is (704) 388-4545, and            
NationsBanc Mortgage Corporation's operations offices are located at 101 East   
Main Street, Suite 400, Louisville, Kentucky 40202 and the telephone number is  
(502) 566-5100. NationsBanc Mortgage Corporation is approved by the Government  
National Mortgage Association, FNMA and FHLMC as a seller/servicer.             

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BANK OF AMERICA, FSB                                                            

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Bank of America, FSB is a wholly-owned subsidiary of BankAmerica          
Corporation. Bank of America, FSB originates and services home loans nationwide 
through retail, wholesale, and other specialized channels.                      

 Bank of America, FSB's headquarters is located in Portland, Oregon, and its
administrative offices are located at 555 California Street, San Francisco,     
California 94104, and the telephone number is (415) 622-2220. Bank of America,  
FSB has been approved as a mortgagee and seller/servicer by the Department of   
Housing and Urban Development, the Veterans Administration, the Government      
National Mortgage Association, FNMA and FHLMC.                                  

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SERVICING OF MORTGAGE LOANS                                                     

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

All of the Mortgage Loans acquired by the Depositor from NationsBanc      
Mortgage Corporation will be serviced by NationsBanc Mortgage Corporation. All  
of the Mortgage Loans acquired by the Depositor from Bank of America, FSB will  
be serviced by Bank of America, FSB. NationsBanc Mortgage Corporation and Bank  
of America, FSB (together, in their capacity as servicers, the "Servicers")     
will service the Mortgage Loans in accordance with the terms of the Pooling     
Agreement. The Servicers may perform any of their obligations under the Pooling 
Agreement through one or more subservicers. Despite the existence of            
subservicing arrangements, each Servicer will be liable for its servicing       
duties and obligations under the Pooling Agreement as if that Servicer alone    
were servicing the Mortgage Loans. See "The Pooling and Servicing Agreement" in 
the Prospectus.                                                                 

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Foreclosure and Delinquency Experience of NationsBanc Mortgage Corporation      

Historically, a variety of factors, including the appreciation of real    
estate values, have limited NationsBanc Mortgage Corporation's foreclosure and  
delinquency experience on its portfolio of mortgage loans. Factors beyond       
NationsBanc Mortgage Corporation's control, such as national or local economic  
conditions or downturns in the real estate markets in its lending areas, may    
result in increased rates of delinquencies and foreclosure losses in the        
future.                                                                         

The information in the table below has not been adjusted to eliminate the 
effect of the significant growth in the size of the portfolio of mortgage loans 
originated by NationsBanc Mortgage Corporation during the periods shown.        
Accordingly, foreclosures and delinquencies as percentages of aggregate         
principal balance of mortgage loans serviced for each period may be higher than 
those that would be shown if a group of mortgage loans were artificially        
isolated at a point in time and the information disclosed the activity only in  
that isolated group. However, since most of the mortgage loans in the portfolio 
of jumbo mortgage loans serviced by NationsBanc Mortgage Corporation during the 
periods shown are not fully seasoned, the foreclosure and delinquency           
information for such an isolated group would also be distorted to some degree.  

  The following table summarizes the delinquency and foreclosure experience on
the dates indicated on non-conforming and FHLMC- and FNMA-conforming first deed 
of trust or mortgage loans serviced by NationsBanc Mortgage Corporation         
(excluding certain recent bulk acquisitions of servicing rights) at its         
Louisville servicing center and which were originated in a manner consistent    
with the underwriting criteria of NationsBanc Mortgage Corporation described in 
this Prospectus Supplement under "The Mortgage Pool -- Underwriting Standards   
of NationsBanc Mortgage Corporation." NationsBanc Mortgage Corporation's        
portfolio of non-conforming and FHLMC- and FNMA-conforming, first deed of trust 
and mortgage loans described below contains fixed- and adjustable-rate mortgage 
loans having a variety of original terms to maturity and payment                
characteristics. Accordingly, this portfolio may differ significantly from the  
Mortgage Loans at any time in terms of interest rates, principal balances,      
geographic distribution, loan-to-value ratios and other possibly relevant       
characteristics. It is highly likely that the delinquency and foreclosure       
experience with respect to the Mortgage Loans will differ from that reflected   
in the table below. Likewise, it is highly likely that any losses experienced   
on liquidation of defaulted Mortgage Loans will occur at different rates than   
those shown below. The actual delinquency and foreclosure experience on the     
Mortgage Loans, substantially all of which are non-conforming loans, will       
depend, among other things, upon the value of the real estate securing such     
Mortgage Loans and the ability and willingness of mortgagors to make required   
payments.                                                                       

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NationsBanc Mortgage Corporation
Delinquency and Foreclosure Experience on Mortgage Loans

                                                        [Enlarge/Download Table]

                           At December 31, 1998       At December 31, 1997       At December 31, 1996    
                         -------------------------  -------------------------  ------------------------- 
                         Number/%                   Number/%                   Number/%                  
                            of       Outstanding       of       Outstanding       of       Outstanding   
                         Mortgage     Principal     Mortgage     Principal     Mortgage     Principal    
                          Loans        Amount        Loans        Amount        Loans        Amount      
                         --------  ---------------  --------  ---------------  --------  --------------- 
                                                                                                         
Total Portfolio......... 403,100   $44,023,656,001  339,638   $36,056,082,222  304,921   $32,561,189,618 
Delinquencies*                                                                                           
 One installment                                                                                         
  delinquent............   7,413   $   612,817,429    7,241   $   574,492,392    6,261   $   477,968,358 
 Percent Delinquent.....     1.8%              1.4%     2.1%              1.6%     2.1%              1.5%
 Two installments                                                                                        
  delinquent............   1,427   $   103,559,513    1,530   $   107,777,563    1,249   $    90,683,948 
 Percent Delinquent.....     0.4%              0.2%     0.5%              0.3%     0.4%              0.3%
 Three or more                                                                                           
  installments                                                                                           
  delinquent............   1,632   $   115,900,383    1,811   $   132,979,230    1,465   $   105,654,522 
 Percent Delinquent.....     0.4%              0.3%     0.5%              0.4%     0.5%              0.3%
In Foreclosure..........   1,480   $   117,709,652    1,435   $   110,815,100    1,358   $   112,445,453 
 Percent in                                                                                              
  Foreclosure...........     0.4%              0.3%     0.4%              0.3%     0.4%              0.3%
Delinquent and in                                                                                        
 Foreclosure............  11,952   $   949,988,977   12,017   $   926,064,285   10,333   $   786,752,281 
 Percent Delinquent and                                                                                  
  in Foreclosure**......     3.0%              2.2%     3.5%              2.6%     3.4%              2.4%

----------                                                                      
* A mortgage loan is deemed to have "one installment delinquent" if any       
  scheduled payment of principal or interest is delinquent past the end of the
month in which such payment was due, "two installments delinquent" if such
 delinquency persists past the end of the month following the month in which
such payment was due, and so forth.                                       
** The sums of the Percent Delinquent and Percent in Foreclosure set forth in   
this table may not equal the Percent Delinquent and in Foreclosure due to 
rounding.                                                                 

Foreclosure and Delinquency Experienceof Bank of America, FSB                   

The delinquency, foreclosure and loss experience on the portfolios of one-
to four-family first mortgage loans owned by Bank of America, FSB and its       
affiliate, Bank of America NT&SA, and serviced or subserviced by Bank of        
America, FSB are set forth in the following table. The delinquency, foreclosure 
and loss experience indicated excludes certain loans originated by private      
banking units of Bank of America, FSB's affiliates. The portfolio of mortgage   
loans serviced or subserviced by Bank of America, FSB includes both fixed and   
adjustable interest rate mortgage loans, including "buydown" mortgage loans,    
loans with stated maturities of 15 to 40 years and other types of mortgage      
loans having a variety of payment characteristics, and includes mortgage loans  
secured by mortgaged properties in geographic locations that may not be         
representative of the geographic distribution or concentration of the mortgaged 
properties securing the Mortgage Loans. There can be no assurance that the      
delinquency, foreclosure and loss experience set forth below will be similar to 
the results that may be experienced with respect to the Mortgage Loans.         

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Bank of America, FSB
Delinquency and Foreclosure Experience on Mortgage Loans

                                                        [Enlarge/Download Table]

                                            At or for the year ended December 31,                     
                          ----------------------------------------------------------------------------
                                  1998                   1997                   1996                  
                          ---------------------- ---------------------- ----------------------        
                                     By Dollar              By Dollar              By Dollar          
                            By       Amount of     By       Amount of     By       Amount of          
                          No. of       Loans     No. of       Loans     No. of       Loans            
                           Loans   (In Millions)  Loans   (In Millions)  Loans   (In Millions)        
                          -------  ------------- -------  ------------- -------  -------------        
                                                                                                      
Total Portfolio.........  119,017    $28,219.8   150,688    $28,721.2   149,178    $27,832.2          
Average Portfolio                                                                                     
 Balance(1).............  122,659     26,312.0   178,809     32,381.2   160,712     27,105.7          
Period of Delinquency 31                                                                              
 to 59 days.............    2,512        346.6     3,180        415.8     2,613        366.2          
60 to 89 days...........      637         86.4       817        113.1       662         96.7          
90 days or more(2)......      458         65.1       780        107.0       613         98.3          
                          -------    ---------   -------    ---------   -------    ---------          
Total Delinquent Loans..    3,607    $   498.2     4,777    $   635.9     3,888    $   561.2          
Delinquency Ratio.......     3.03%        1.77%     3.17%        2.21%     2.61%        2.02%         
Foreclosures                                                                                          
 Pending(3).............    1,023    $   145.9     1,082    $   178.0       904    $   160.4          
Foreclosure Ratio.......     0.86%        0.52%     0.72%        0.62%     0.61%        0.58%         

----------                                                                      
(1) Average Portfolio Balance for the period indicated is based on end of month 
balances divided by the number of months in the period indicated.       
(2) Does not include Foreclosures Pending.                                      
(3) Includes mortgage loans for which foreclosure proceedings had been          
instituted and title to which had not been acquired by Bank of America, 
FSB, Bank of America NT&SA, a third party or by an insurer at the date  
indicated.                                                              

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THE POOLING AND SERVICING AGREEMENT                                             

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

The Certificates will be issued pursuant to a Pooling and Servicing       
Agreement to be dated March 25, 1999 (the "Pooling Agreement"), among the       
Depositor, the Servicers and the Trustee. The Prospectus contains important     
additional information regarding the terms and conditions of the Pooling        
Agreement and the Certificates. See "The Pooling and Servicing Agreement" in    
the Prospectus.                                                                 

  The following summaries do not purport to be complete and are subject to the
provisions of the Pooling Agreement which are incorporated by reference. The    
Depositor plans to file a final copy of the Pooling Agreement with the          
Securities and Exchange Commission pursuant to a Current Report on Form 8-K     
after the Closing Date.                                                         

Assignment of Mortgage Loans                                                    

 In connection with the transfer and assignment of the Mortgage Loans to the
Trustee, the Depositor will deliver or cause to be delivered to the Trustee, or 
a custodian for the Trustee, among other things, with respect to each Mortgage  
Loan (collectively, the "Mortgage File"):                                       

.the original Mortgage Note endorsed without recourse in blank or to the    
order of the Trustee (or its nominee) or a certificate signed by an   
officer of the appropriate Seller certifying that the related original
Mortgage Note has been lost;                                          

.the original or a certified copy of the Mortgage with evidence of          
recording indicated thereon (except for any Mortgage not returned from
the public recording office, which will be delivered to the Trustee as
soon as the same is available to the Depositor);                      

.an assignment in recordable form of the Mortgage (or a copy, if such       
assignment has been submitted for recording); and                     

.if applicable, any riders or modifications to such Mortgage Note and       
Mortgage.                                                             

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Assignments of the Mortgage Loans to the Trustee (or its nominee) will be 
recorded in the appropriate public office for real property records, except in  
states where, in the opinion of counsel acceptable to the Trustee, such         
recording is not required to protect the Trustee's interests in the Mortgage    
Loan against the claim of any subsequent transferee or any successor to or      
creditor of the Depositor or the Sellers. The Trustee will promptly review each 
Mortgage File after the Closing Date (or promptly after the Trustee's receipt   
of any document permitted to be delivered after the Closing Date) to determine  
if any of the foregoing documents is missing.                                   

Repurchases of Mortgage Loans                                                   

 If any portion of the Mortgage File is not delivered to the Trustee or if a
Mortgage Loan breaches any of the representations made by the Depositor in the  
Pooling Agreement in any material respect and the Depositor does not cure such  
omission or defect within 90 days, the Depositor will be required on the        
Distribution Date in the month following the expiration of the 90-day period    
either (i) to repurchase the related Mortgage Loan (or any property acquired in 
respect thereof) at a price (the "Purchase Price") equal to 100% of the unpaid  
principal balance of such Mortgage Loan plus accrued and unpaid interest on     
such principal balance at the related mortgage interest rate, or (ii) to        
substitute an Eligible Substitute Mortgage Loan; however, such substitution     
generally is permitted only within two years of the Closing Date. Any Mortgage  
Loan repurchased or subject to a substitution as described in this paragraph is 
referred to as a "Deleted Mortgage Loan."                                       

An "Eligible Substitute Mortgage Loan" generally will:                    

.have a principal balance, after deduction of all Monthly Payments due in   
 the month of substitution, not in excess of, and not more than 10% less
than, the Stated Principal Balance of the Deleted Mortgage Loan (the  
amount of any shortfall to be deposited by the Seller and held for    
 distribution to the certificateholders on the related Distribution Date
(a "Substitution Adjustment Amount"));                                

.have a Net Mortgage Interest Rate equal to that of the Deleted Mortgage    
Loan;                                                                 

.have a Loan-to-Value Ratio not higher than that of the Deleted Mortgage    
Loan;                                                                 

.have a remaining term to maturity not greater than (and not more than one  
year less than) that of the Deleted Mortgage Loan; and                

.comply with all of the representations and warranties in the Pooling       
Agreement as of the date of substitution.                             

  This cure, repurchase or substitution obligation constitutes the sole remedy
available to certificateholders or the Trustee for omission of, or a material   
defect in, a Mortgage Loan document.                                            

Optional Repurchases of Certain Mortgage Loans                                  

The Depositor, in its sole discretion, may repurchase from the Trust:     

.any defaulted Mortgage Loan, or any Mortgage Loan as to which default is   
reasonably forseeable; and                                            

.any Mortgage Loan as to which the originator or prior owner of such        
Mortgage Loan has breached a representation or warranty to a Seller   
regarding the characteristics of such Mortgage Loan.                  

Any such repurchase will be at the Purchase Price.                        

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Payments on Mortgage Loans; Accounts                                            

On or prior to the Closing Date, each Servicer will establish an account  
(each, a "Servicer Custodial Account"), which will be maintained as a separate  
trust account by each Servicer in trust for the benefit of certificateholders.  
Funds credited to a Servicer Custodial Account may be invested for the benefit  
and at the risk of the related Servicer in certain eligible investments, as     
described in the Pooling Agreement, that are scheduled to mature on or prior to 
the business day preceding the next Distribution Date. On or prior to the       
business day immediately preceding each Distribution Date, each Servicer will   
withdraw from the related Servicer Custodial Account the portion of the Pool    
Distribution Amount related to the Mortgage Loans serviced by such Servicer and 
will deposit such amount in an account established and maintained with the      
Trustee on behalf of certificateholders (the "Certificate Account"). Funds      
credited to the Certificate Account may be invested for the benefit and at the  
risk of the Trustee in certain eligible investments, as described in the        
Pooling Agreement.                                                              

Servicing Compensation and Payment of Expenses                                  

The Administrative Fees with respect to the Trust are payable out of the  
interest payments received on each Mortgage Loan. The "Administrative Fees"     
consist of (a) servicing compensation payable to the related Servicer in        
respect of its servicing activities (the "Servicing Fee") and (b) fees paid to  
the Trustee. The Administrative Fees will accrue on the Stated Principal        
Balance of each Mortgage Loan at a rate (the "Administrative Fee Rate") equal   
to the sum of the Servicing Fee Rate for such Mortgage Loan and the Trustee Fee 
Rate. The "Trustee Fee Rate" will be 0.0035% per annum. The "Servicing Fee      
Rate" with respect to each Mortgage Loan will be the per annum rate equal to    
(i) the related mortgage interest rate less (ii) the sum of 6.500% and the      
Trustee Fee Rate; provided, however, that the Servicing Fee Rate will not be    
less than 0.2500% per annum with respect to any Mortgage Loan. The Servicing    
Fee Rates for the Mortgage Loans are expected to range from 0.2500% to 1.4965%  
per annum and, as of the Cut-off Date, the weighted average Servicing Fee Rate  
is expected to be approximately 0.6819%.                                        

 The Servicers are obligated to pay certain ongoing expenses associated with
the Trust and incurred by the Servicers in connection with their                
responsibilities under the Pooling Agreement. Those amounts will be paid by the 
Servicers out of their Servicing Fee. The amount of each Servicer's Servicing   
Fee is subject to adjustment with respect to prepaid Mortgage Loans, as         
described below under "-- Compensating Interest." The Servicers are also        
entitled to receive all late payment fees, assumption fees and other similar    
charges and all investment income earned on amounts on deposit in the Servicer  
Custodial Accounts.                                                             

The Trustee is also entitled to receive all investment income earned on   
amounts on deposit in the Certificate Account. In addition to its compensation, 
the Trustee is entitled to be reimbursed from and indemnified by the Trust for  
certain expenses incurred by the Trustee in connection with its                 
responsibilities under the Pooling Agreement.                                   

Compensating Interest                                                           

When a Mortgage Loan is subject to a partial prepayment or is prepaid in  
full between due dates, the mortgagor is required to pay interest on the amount 
prepaid only to the date of prepayment in the case of a prepayment in full or   
to the due date in the month in which a partial prepayment is made. No interest 
will be paid by the mortgagor on the amount prepaid after those dates.          
Prepayments will be distributed to certificateholders on the Distribution Date  
in the month following the month of receipt.                                    

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 Pursuant to the Pooling Agreement, the aggregate Servicing Fee payable to a
Servicer for any month will be reduced by an amount equal to the lesser of (i)  
one-twelfth of 0.25% of the balance of the Mortgage Loans serviced by such      
Servicer and (ii) the excess of (x) 30 days' interest at the mortgage interest  
rate (less the Servicing Fee Rate) on the amount of each prepayment of a        
Mortgage Loan serviced by such Servicer over (y) the amount of interest         
actually paid by the related mortgagors on the amount of such prepayments       
during the preceding month (any such reduction, "Compensating Interest"). Any   
such shortfalls in interest as a result of prepayments in excess of the amount  
of Compensating Interest for a month will reduce the amount of interest         
available to be distributed to certificateholders from what would have been the 
case in the absence of such prepayments. See "Description of the                
Certificates -- Interest" in this Prospectus Supplement.                        

Advances                                                                        

Subject to the following limitations, the Servicers will be required to   
advance (any such advance, an "Advance") prior to each Distribution Date an     
amount equal to the aggregate of payments of principal and interest (net of the 
related Servicing Fee) which were due on the related due date on the Mortgage   
Loans serviced by that Servicer and which were delinquent on the related        
Determination Date. Advances by each Servicer will be made from its own funds   
or funds in the related Servicer Custodial Account that do not constitute a     
portion of the Pool Distribution Amount for such Distribution Date. The         
obligation to make an Advance with respect to any Mortgage Loan will continue   
until the ultimate disposition of the REO Property or mortgaged property        
relating to such Mortgage Loan. An "REO Property" is a mortgaged property that  
has been acquired by either Servicer on behalf of the Trust through foreclosure 
or grant of a deed in lieu of foreclosure. With respect to any Distribution     
Date, the "Determination Date" will be the sixteenth day of the month in which  
such Distribution Date occurs or, if such day is not a business day, the        
immediately preceding business day.                                             

Advances are intended to maintain a regular flow of scheduled interest and
principal payments on the Certificates rather than to guarantee or insure       
against losses. Each Servicer is obligated to make Advances if the Advances     
are, in its judgment, reasonably recoverable from future payments and           
collections or insurance payments or proceeds of liquidation of the related     
Mortgage Loan. If either Servicer determines on any Determination Date to make  
an Advance, such Advance will be included with the distribution to              
certificateholders on the related Distribution Date. Any failure by either      
Servicer to make a required Advance will constitute an event of default and the 
Trustee (if it succeeds to the obligations of the defaulting Servicer under the 
Pooling Agreement) or the successor servicer will be obligated to make the      
Advance, in accordance with the terms of the Pooling Agreement.                 

Optional Termination                                                            

The circumstances under which the obligations created by the Pooling      
Agreement will terminate in respect of the Certificates are described in "The   
Pooling and Servicing Agreement -- Termination; Optional Purchase of Mortgage   
Loans" in the Prospectus. In addition, the Depositor will have the option to    
purchase all remaining Mortgage Loans and other assets in the Trust when the    
scheduled balance of the Mortgage Pool as of the Distribution Date on which the 
purchase proceeds are to be distributed is less than 10% of the initial balance 
of the Mortgage Pool.                                                           

Distributions in respect of an optional termination will be paid to       
certificateholders in order of their priority of distribution as described      
below under "Description of the Certificates -- Priority of Distributions." The 
proceeds from such a distribution may not be sufficient to distribute the full  
amount to which each class is entitled if the purchase price is based in part   
on the fair market value of the REO Property and such fair market value is less 
than the scheduled balance of the related Mortgage Loan.                        

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 In no event will the trust created by the Pooling Agreement continue beyond
the later of (a) the repurchase described above, (b) the expiration of 21       
years from the death of the survivor of the person named in the Pooling         
Agreement and (c) the final distribution to certificateholders of amounts       
received in respect of the assets of the Trust. The termination of the Trust    
will be effected in a manner consistent with applicable federal income tax      
regulations and the REMIC status of the Upper-Tier REMIC and Lower-Tier REMIC.  

Special Servicing Agreements                                                    

The Pooling Agreement will permit a Servicer to enter into a special      
servicing agreement with an unaffiliated holder of a class of Class B           
Certificates or of a class of securities representing interests in one or more  
classes of Class B Certificates and any other subordinated mortgage pass-       
through certificates. Pursuant to such an agreement, such holder may instruct   
such Servicer to commence or delay foreclosure proceedings with respect to      
delinquent Mortgage Loans serviced by such Servicer. Such commencement or       
delay at such holder's direction will be taken by such Servicer only after      
such holder deposits a specified amount of cash in the related Servicer         
Custodial Account. Such cash will be available for distribution to              
certificateholders if Liquidation Proceeds are less than they otherwise may     
have been had such Servicer acted pursuant to its normal servicing procedures.  

The Trustee                                                                     

The Bank of New York will be the Trustee under the Pooling Agreement. The 
Bank of New York is a New York banking corporation. The Bank of New York's      
principal office is located at 101 Barclay Street-12 E, New York, New York      
10286 (the "Corporate Trust Office"). Certificate transfer services are         
conducted at the Corporate Trust Office. The telephone number of the Trustee    
is (212) 815-8727. The Trustee may make available each month, to any            
interested party, the monthly statement to Certificateholders via the           
Trustee's website located at "www.bnymbs.com." The Depositor, the Sellers and   
the Servicers may maintain other banking relationships in the ordinary course   
of business with the Trustee. The Trustee may appoint one or more co-trustees   
if necessary to comply with the fiduciary requirements imposed by any           
jurisdiction in which a mortgaged property is located.                          

Voting Rights                                                                   

Voting rights for certain actions specified in the Pooling Agreement will 
be allocated as follows:                                                        

.99% of all voting rights will be allocated among the holders of the Class  
A Certificates (other than the Class A-R and Class A-LR Certificates) 
 and Subordinate Certificates based on the outstanding balances of their
Certificates.                                                         
.1% of all voting rights will be allocated to the holders of the Residual   
Certificates in the aggregate.                                        

The voting rights allocated to each class will be allocated among the     
Certificates of such class based on their Percentage Interests.                 

The "Percentage Interest" of a Certificate is the percentage obtained by  
dividing the initial balance of such Certificate by the aggregate initial       
balance of such class.                                                          

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DESCRIPTION OF THE CERTIFICATES                                                 

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The Certificates will consist of (i) the twenty classes of Offered        
Certificates listed in the table beginning on page S-4 of this Prospectus       
Supplement and (ii) the Class B-4, Class B-5 and Class B-6 Certificates, which  
are not offered by this Prospectus Supplement.                                  

  The Senior Certificates in the aggregate will evidence an initial beneficial
ownership interest of approximately 96.00% in the Trust and the Subordinate     
Certificates will evidence in the aggregate the remaining 4.00% undivided       
interest in the Trust. The Class A-PO Certificates are principal-only           
Certificates and are not entitled to distributions in respect of interest.      

Denominations and Form                                                          

The Offered Certificates (other than the Class A-R and Class A-LR         
Certificates) will be issuable in book-entry form only (the "Book-Entry         
Certificates"). The Class A-R and Class A-LR Certificates will be issued in     
definitive, fully-registered form (the "Definitive Certificates"). The          
following table sets forth the original Certificate form, the minimum           
denomination and the incremental denomination of the Offered Certificates. The  
Offered Certificates are not intended to be and should not be directly or       
indirectly held or beneficially owned in amounts lower than such minimum        
denominations. A single certificate of each class may be issued in an amount    
different than described above.                                                 

Form and Denominations of Offered Certificates

                                                                [Download Table]

                                       Original       Minimum    Incremental 
Class                              Certificate Form Denomination Denomination
-----                              ---------------- ------------ ------------
                                                                             
Class A-1, A-2, A-3, A-4, A-5, A-                                            
 6, A-7, A-8, A-9, A-10, A-11, A-                                            
 12, A-13 and A-14...............     Book-Entry       $1,000         $1     
Class A-PO.......................     Book-Entry      $25,000         $1     
Class A-R and A-LR...............     Definitive         $100        N/A     
Classes B-1, B-2 and B-3.........     Book-Entry      $25,000         $1     

Book-Entry Certificates                                                         

Each class of the Book-Entry Certificates initially will be represented by
one or more physical certificates registered in the name of Cede & Co., as      
nominee of The Depository Trust Company ("DTC"), which will be the "holder" or  
"certificateholder" of such Certificates, as such terms are used in this        
Prospectus Supplement. No beneficial owner acquiring an interest in a Book-     
Entry Certificate will be entitled to receive a Definitive Certificate          
representing their interest in the Book-Entry Certificate, except as set forth  
below. Unless and until Definitive Certificates are issued under the limited    
circumstances described in this Prospectus Supplement, all references to        
actions taken by certificateholders or holders shall, in the case of the Book-  
Entry Certificates, refer to actions taken by DTC upon instructions from its    
DTC Participants, and all references to distributions, notices, reports and     
statements to certificateholders or holders shall, in the case of the Book-     
Entry Certificates, refer to distributions, notices, reports and statements to  
DTC or Cede & Co., as the registered holder of the Book-Entry Certificates, as  
the case may be, for distribution to beneficial owners in accordance with DTC   
procedures.                                                                     

  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 New York Uniform Commercial Code and a "clearing      
agency" registered pursuant to Section 17A of the Securities                    

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Exchange Act of 1934, as amended. DTC was created to hold securities for its    
participating organizations ("DTC Participants") and to facilitate the          
clearance and settlement of securities transactions among DTC Participants      
through electronic book-entries, thereby eliminating the need for physical      
movement of certificates. DTC Participants include securities brokers and       
dealers, banks, trust companies and clearing corporations. Indirect access to   
the DTC system also is available to banks, brokers, dealers, trust companies    
and other institutions that clear through or maintain a custodial relationship  
with a DTC Participant, either directly or indirectly ("Indirect DTC            
Participants").                                                                 

Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of   
Book-Entry Certificates among DTC Participants on whose behalf it acts with     
respect to the Book-Entry Certificates and to receive and transmit              
distributions of principal of and interest on the Book-Entry Certificates. DTC  
Participants and Indirect DTC Participants with which beneficial owners have    
accounts with respect to the Book-Entry Certificates similarly are required to  
make book-entry transfers and receive and transmit such payments on behalf of   
their respective beneficial owners.                                             

Beneficial owners that are not DTC Participants or Indirect DTC           
Participants but desire to purchase, sell or otherwise transfer ownership of,   
or other interests in, Book-Entry Certificates may do so only through DTC       
Participants and Indirect DTC Participants. In addition, beneficial owners      
will receive all distributions of principal and interest from the Trustee       
through DTC Participants. DTC will forward such distributions to its DTC        
Participants, which will forward them to Indirect DTC Participants or           
beneficial owners. Beneficial owners will not be recognized by the Trustee,     
the Servicers or any paying agent as certificateholders, as such term is used   
in the Pooling Agreement, and beneficial owners will be permitted to exercise   
the rights of certificateholders only indirectly through DTC and its DTC        
Participants.                                                                   

Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect DTC Participants and certain banks, the ability of a         
beneficial owner to pledge Book-Entry Certificates to persons or entities that  
do not participate in the DTC system, or to otherwise act with respect to such  
Book-Entry Certificates, may be limited due to the lack of a physical           
certificate for such Book-Entry Certificates. In addition, under a book-entry   
format, beneficial owners may experience delays in their receipt of payments,   
since distributions will be made by the Trustee to Cede & Co., as nominee for   
DTC.                                                                            

DTC has advised the Depositor that it will take any action permitted to be
taken by a certificateholder under the Pooling Agreement only at the direction  
of one or more DTC Participants to whose accounts with DTC the Book-Entry       
Certificates are credited. Additionally, DTC has advised the Depositor that it  
will take such actions with respect to specified voting rights only at the      
direction of and on behalf of DTC Participants whose holdings of Book-Entry     
Certificates evidence such specified voting rights. DTC may take conflicting    
actions with respect to voting rights to the extent that DTC Participants       
whose holdings of Book-Entry Certificates evidence such voting rights           
authorize divergent action.                                                     

DTC management is aware that some computer applications, systems, and the 
like for processing data that are dependent upon calendar dates, including      
dates before, on, and after January 1, 2000, may encounter "Year 2000           
problems." DTC has informed its Participants and other members of the           
financial community (the "Industry") that it has developed and is implementing  
a program so that its systems, as the same relate to the timely payment of      
distributions (including principal and income payments) to securityholders,     
book-entry deliveries, and settlement of trades within DTC, continue to         
function appropriately. This program includes a technical assessment and a      
remediation plan, each of which is complete. Additionally, DTC's plan includes  
a testing phase, which is expected to be completed within appropriate time      
frames.                                                                         

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However, DTC's ability to perform properly its services is also dependent 
upon other parties, including but not limited to issuers and their agents, as   
well as third party vendors from whom DTC licenses software and hardware, and   
third party vendors on whom DTC relies for information or the provision of      
services, including telecommunication and electrical utility service providers, 
among others. DTC has informed the Industry that it is contacting (and will     
continue to contact) third party vendors from whom DTC acquires services to:    
(i) impress upon them the importance of such services being Year 2000           
compliant; and (ii) determine the extent of their efforts for Year 2000         
remediation (and, as appropriate, testing) of their services. In addition, DTC  
is in the process of developing such contingency plans as it deems appropriate. 

According to DTC, the foregoing information with respect to DTC has been  
provided to the Industry for informational purposes only and is not intended to 
serve as a representation, warranty, or contract modification of any kind.      

None of the Depositor, the Servicers or the Trustee will have any         
responsibility for any aspect of the records relating to or payments made on    
account of beneficial ownership interests of the Book- Entry Certificates held  
by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing 
any records relating to such beneficial ownership interests. In the event of    
the insolvency of DTC, a DTC Participant or an Indirect DTC Participant in      
whose name Book-Entry Certificates are registered, the ability of the           
beneficial owners of such Book-Entry Certificates to obtain timely payment and, 
if the limits of applicable insurance coverage by the Securities Investor       
Protection Corporation are exceeded or if such coverage is otherwise            
unavailable, ultimate payment, of amounts distributable with respect to such    
Book-Entry Certificates may be impaired.                                        

Definitive Certificates will be issued to beneficial owners of the Book-  
Entry Certificates, or their nominees, rather than to DTC, only if (a) DTC or   
the Depositor advises the Trustee in writing that DTC is no longer willing,     
qualified or able to discharge properly its responsibilities as nominee and     
depository with respect to the Book-Entry Certificates and the Depositor or the 
Trustee is unable to locate a qualified successor; (b) the Depositor, at its    
sole option, elects to terminate a book-entry system through DTC; or (c) after  
the occurrence of an event of default under the Pooling Agreement, beneficial   
owners having voting rights aggregating not less than 51% of all voting rights  
evidenced by each class of the Book-Entry Certificates advise the Trustee       
through DTC, in writing, that the continuation of a book- entry system through  
DTC (or a successor thereto) is no longer in the best interests of beneficial   
owners.                                                                         

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

Distributions                                                                   

Distributions on the Certificates will be made by the Trustee on the 25th 
day of each month (or, if not a business day, the next business day),           
commencing in April 1999 (each, a "Distribution Date"), to the persons in whose 
names such Certificates are registered at the close of business on the last     
business day of the month preceding the month of such Distribution Date (the    
"Record Date").                                                                 

  Distributions on each Distribution Date will be made by check mailed to your
address as it appears on the applicable certificate register or, if you hold    
100% of a class of Certificates or if you hold                                  

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Certificates with an aggregate initial certificate balance of $1,000,000 or     
more and have notified the Trustee in writing in accordance with the Pooling    
Agreement, by wire transfer in immediately available funds to your account at a 
bank or other depository institution having appropriate wire transfer           
facilities. However, the final distribution in retirement of a Certificate will 
be made only upon presentment and surrender of the Certificate at the Corporate 
Trust Office of the Trustee.                                                    

Pool Distribution Amount                                                        

  The "Pool Distribution Amount" with respect to any Distribution Date will be
equal to the sum of:                                                            

  (i) all scheduled installments of interest (net of the related Servicing
Fee) and principal due on the due date in the month in which such           
Distribution Date occurs and received prior to the related Determination    
Date, together with any Advances in respect thereof or any Compensating     
Interest;                                                                   

(ii) all proceeds of any primary mortgage guaranty insurance policies 
and any other insurance policies with respect to the Mortgage Loans, to the 
extent such proceeds are not applied to the restoration of the related      
mortgaged property or released to the mortgagor in accordance with the      
related Servicer's normal servicing procedures and all other cash amounts   
received and retained in connection with the liquidation of defaulted       
Mortgage Loans, by foreclosure or otherwise (collectively, "Liquidation     
Proceeds"), during the calendar month preceding the month of such           
Distribution Date (in each case, net of unreimbursed expenses incurred in   
connection with a liquidation or foreclosure and unreimbursed Advances, if  
any);                                                                       

  (iii) all partial or full prepayments received during the calendar month
preceding the month of such Distribution Date; and                          

(iv) amounts received with respect to such Distribution Date as the   
Substitution Adjustment Amount or Purchase Price in respect of any Deleted  
Mortgage Loan or amounts received in connection with the optional           
termination of the Trust as of such Distribution Date, reduced by amounts   
in reimbursement for Advances previously made and other amounts as to which 
the Servicers are entitled to be reimbursed pursuant to the Pooling         
Agreement.                                                                  

The Pool Distribution Amount will not include any profit received by a    
Servicer on the foreclosure of a Mortgage Loan. Such amounts, if any, will be   
retained by the applicable Servicer as additional servicing compensation.       

Priority of Distributions                                                       

As more fully described herein, distributions will be made on each        
Distribution Date from the Pool Distribution Amount in the following order of   
priority (the "Pool Distribution Amount Allocation"):                           

(i) to the Trustee an amount in payment for its services for such   
Distribution Date;                                                          

   (ii) to interest on each class of Senior Certificates (other than the
Class A-PO Certificates), but until the applicable Accretion Termination    
Date, amounts that would have been distributed pursuant to this clause to   
the Class A-10 Certificates and the Class A-14 Certificates with respect to 
the Class A-14 TAC Component will be distributed instead as principal to    
certain Class A Certificates as described below under "-- Principal";       

(iii) to the classes of Senior Certificates entitled to receive 
distributions of principal, as described below under "-- Principal," to pay 
principal;                                                                  

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 (iv) to the Class A-PO Certificates, to pay any Class A-PO Deferred
Amounts, but only from amounts that would otherwise be distributable on     
such Distribution Date as principal of the Subordinate Certificates;        

(v) to each class of Subordinate Certificates, first to pay interest
and then to pay principal in the order of their numerical class             
designations, beginning with the Class B-1 Certificates; and                

(vi) to the Class A-R and Class A-LR Certificates, any remaining  
amounts in the Upper-Tier REMIC and Lower-Tier REMIC, respectively; in each 
case subject to the limitations set forth below under "-- Interest" and "-- 
Principal."                                                               

Interest                                                                        

  The pass-through rate for each class of Offered Certificates (other than the
Class A-14 Certificates) and the component rate for each component of the Class 
A-14 Certificates for each Distribution Date is as set forth in the table       
beginning on page S-4 of this Prospectus Supplement.                            

On each Distribution Date, to the extent of the Pool Distribution Amount, 
each class of Certificates (other than the Class A-PO Certificates) will be     
entitled to receive interest (as to each class, the "Interest Distribution      
Amount") with respect to the related Interest Accrual Period. The Interest      
Distribution Amount for any class of Certificates (other than the Class A-14    
and Class A-PO Certificates) will be equal to the sum of (i) interest accrued   
during the related Interest Accrual Period at the applicable pass-through rate  
on the related class balance and (ii) the sum of the amounts, if any, by which  
the amount described in clause (i) above on each prior Distribution Date        
exceeded the amount actually distributed in respect of interest on such prior   
Distribution Dates (including, prior to the Applicable Accretion Termination    
Date, any amounts accrued as interest on the Class A-10 Certificates but        
distributed instead as principal to certain Class A Certificates) and not       
subsequently distributed.                                                       

 The Interest Distribution Amount for the Class A-14 Certificates will equal
the sum of the Component Interest Distribution Amounts for the components. The  
"Component Interest Distribution Amount" for any component will be equal to the 
sum of (i) interest accrued during the related Interest Accrual Period at the   
applicable component rate on the related component balance or notional amount   
and (ii) the sum of the amounts, if any, by which the amount described in       
clause (i) above on each prior Distribution Date exceeded the amount actually   
distributed in respect of interest on such prior Distribution Dates (including, 
prior to the Applicable Accretion Termination Date, any amounts accrued as      
interest on the Class A-14 TAC Component but distributed instead as principal   
to certain Class A Certificates). The Class A-PO Certificates are principal-    
only certificates and will not bear interest.                                   

The interest entitlement described in clause (i) of the Interest          
Distribution Amount and Component Interest Distribution Amount for each class   
of Certificates and each component will be reduced by the amount of Net         
Interest Shortfalls for such Distribution Date. With respect to any             
Distribution Date, the "Net Interest Shortfall" is equal to the sum of (i) the  
shortfall in interest received with respect to any Mortgage Loan as a result of 
(a) a Relief Act Reduction or (b) a Special Hazard Loss, Fraud Loss or          
Bankruptcy Loss, after the exhaustion of the amounts of coverage provided by    
the Subordinate Certificates for those types of losses and (ii) any Non-        
Supported Interest Shortfalls. Net Interest Shortfalls on any Distribution Date 
will be allocated pro rata among all classes of interest-bearing Certificates   
(other than the Class A-14 Certificates) and all components, based on the       
amount of interest accrued on each such class of Certificates and each          
component on such Distribution Date before taking into account any reduction in 
such amounts resulting from such Net Interest Shortfalls. A "Relief Act         
Reduction" is a reduction in the amount of monthly interest payment on a        
Mortgage Loan pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940.  
See "Certain Legal Aspects of the Mortgage Loans -- Soldiers' and Sailors'      
Civil Relief Act and Similar Laws" in the Prospectus. With respect to           

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any Distribution Date, the "Non-Supported Interest Shortfall" is the amount by  
which the aggregate of Prepayment Interest Shortfalls during the calendar month 
preceding the month of such Distribution Date exceeds Compensating Interest for 
such period. A "Prepayment Interest Shortfall" is the amount by which interest  
paid by a mortgagor in connection with a prepayment of principal on a Mortgage  
Loan is less than one month's interest at the related mortgage interest rate    
(net of the related Servicing Fee Rate) on the amount of such prepayment.       

Accrued interest to be distributed on any Distribution Date will be       
calculated for each class of Certificates (other than the Class A-14 and Class  
A-PO Certificates) and each component on the basis of the related class         
balance, component balance or notional amount immediately prior to such         
Distribution Date. Interest will be calculated and payable on the basis of a    
360-day year consisting of twelve 30-day months.                                

If on a particular Distribution Date, the Pool Distribution Amount applied
in the order described above under "-- Priority of Distributions" is not        
sufficient to make a full distribution of the Interest Distribution Amount for  
each class of Certificates or, in the case of the Class A-14 Certificates, to   
make a full distribution of the Component Interest Distribution Amount for each 
component, interest will be distributed on each class of Certificates of equal  
priority pro rata based on the Interest Distribution Amount the class would     
otherwise have been entitled to receive in the absence of such shortfall. Any   
unpaid amount will be carried forward and added to the Interest Distribution    
Amount that holders of that class of Certificates will be entitled to receive   
on the next Distribution Date. In the case of the Class A-14 Certificates, any  
unpaid amount carried forward will be allocated pro rata among the Component    
Interest Distribution Amounts of the components. Such a shortfall could occur,  
for example, if Realized Losses on the Mortgage Loans were exceptionally high   
or were concentrated in a particular month. Any such unpaid amount will not     
bear interest.                                                                  

Interest will accrue on each class of Certificates (other than the Class  
A-14 and Class A-PO Certificates) and each component during each one-month      
period ending on the last day of the month preceding the month in which each    
Distribution Date occurs (each, an "Interest Accrual Period"). The initial      
Interest Accrual Period will be deemed to have commenced on March 1, 1999.      
Interest which accrues on such class of Certificates or component during an     
Interest Accrual Period will be calculated on the assumption that distributions 
in reduction of the principal balances thereof on the Distribution Date in that 
Interest Accrual Period are made on the first day of the Interest Accrual       
Period.                                                                         

The Class A-14 PAC IO A Component is an interest-only component and has no
component balance. The "Class A-14 PAC IO A Notional Amount" with respect to    
each Distribution Date will be equal to approximately 11.53846154% of the class 
balance of the Class A-11 Certificates. Accordingly, any distributions in       
respect of principal made to, or losses in respect of principal allocated in    
reduction of, the class balance of the Class A-11 Certificates will result in a 
proportional reduction in the Class A-14 PAC IO A Notional Amount. See "--      
Principal" and "-- Allocation of Losses" in this Prospectus Supplement. The   
Class A-14 PAC IO A Notional Amount with respect to the first Distribution Date 
will be approximately $5,833,731.                                               

The Class A-14 PAC IO B Component is an interest-only component and has no
component balance. The "Class A-14 PAC IO B Notional Amount" with respect to    
each Distribution Date will be equal to approximately 9.23076923% of the class  
balance of the Class A-12 Certificates. Accordingly, any distributions in       
respect of principal made to, or losses in respect of principal allocated in    
reduction of, the class balance of the Class A-12 Certificates will result in a 
proportional reduction in the Class A-14 PAC IO B Notional Amount. See "--      
Principal" and "-- Allocation of Losses" in this Prospectus Supplement. The   
Class A-14 PAC IO B Notional Amount with respect to the first Distribution Date 
will be approximately $4,512,277.                                               

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The Class A-14 TAC IO Component is an interest-only component and has no  
component balance. The "Class A-14 TAC IO Notional Amount" with respect to each 
Distribution Date will be equal to approximately 2.30769231% of the class       
balance of the Class A-13 Certificates. Accordingly, any distributions in       
respect of principal made to, or losses in respect of principal allocated in    
reduction of, the class balance of the Class A-13 Certificates will result in a 
proportional reduction in the Class A-14 TAC IO Notional Amount. See "--        
Principal" and "-- Allocation of Losses" in this Prospectus Supplement. The   
Class A-14 TAC IO Notional Amount with respect to the first Distribution Date   
will be approximately $1,762,315.                                               

The class balance of a class of Certificates (other than the Class A-14   
Certificates) and the component balance of the Class A-14 PAC Component and the 
Class A-14 TAC Component at any time will equal (a) its initial class or        
component balance less (i) all distributions of principal made to such class or 
component, (ii) losses allocated to such class or component as described under  
"-- Allocation of Losses" and (iii) other adjustments made to such class or     
component balance as described under "-- Allocation of Losses" below, plus (b)  
in the case of the Class A-14 TAC Component and the Class A-10 Certificates,    
the Class A-14 TAC Component Accrual Distribution Amount and the Class A-10     
Accrual Distribution Amount, respectively, as described under "-- Principal"    
below, previously added to the component balance of the Class A-14 TAC          
Component and the class balance of the Class A-10 Certificates, respectively.   
The class balance of the Class A-14 Certificates will equal the sum of the      
component balances of the Class A-14 PAC Component and the Class A-14 TAC       
Component.                                                                      

  After the Senior Credit Support Depletion Date, for so long as the Class A-9
Certificates are outstanding, the amount that would have reduced the class      
balance of the Class A-14 Certificates as a result of the adjustments described 
under "-- Allocation of Losses," will instead reduce the class balance of the   
Class A-9 Certificates. As a result, after the Senior Credit Support Depletion  
Date, the Class A-9 Certificates will bear the principal portion of all         
Realized Losses allocable to the Class A-14 Certificates, other than Excess     
Losses, for so long as the Class A-9 Certificates are outstanding.              

Prior to the applicable Accretion Termination Date, interest in an amount 
equal to the Component Interest Distribution Amount for the Class A-14 TAC      
Component and the Interest Distribution Amount for the Class A-10 Certificates  
will accrue on such component or class, but such amount will not be distributed 
as interest to such component or class. Prior to such time, an amount equal to  
the accrued and unpaid interest on such component or class will be added to the 
component or class balance thereof and distributed as described under "--       
Principal -- Senior Principal Distribution Amount" below. The "Accretion      
Termination Date" (a) for the Class A-14 TAC Component will be the earlier to   
occur of (i) the Distribution Date following the Distribution Date on which the 
class balance of the Class A-13 Certificates has been reduced to zero or (ii)   
the Senior Credit Support Depletion Date; and (b) for the Class A-10            
Certificates will be the earlier to occur of (i) the Distribution Date          
following the Distribution Date on which the class balance of the Class A-13    
Certificates and the component balance of the Class A-14 TAC Component have     
been reduced to zero or (ii) the Senior Credit Support Depletion Date.          

Principal                                                                       

On each Distribution Date, certificateholders will be entitled to receive 
principal distributions from the Pool Distribution Amount to the extent         
described below and in accordance with the priorities set forth under "--       
Priority of Distributions" above.                                             

All payments and other amounts received in respect of principal of the    
Mortgage Loans will be allocated between (i) the Senior Certificates (other     
than the Class A-PO Certificates) and the Subordinate                           

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Certificates and (ii) the Class A-PO Certificates, in each case based on the    
applicable Non-PO Percentage and the applicable PO Percentage, respectively,    
of such amounts.                                                                

The "Non-PO Percentage" with respect to any Mortgage Loan with a Net      
Mortgage Interest Rate less than 6.500% (each such Mortgage Loan, a "Discount   
Mortgage Loan") will be equal to the Net Mortgage Interest Rate thereof         
divided by 6.500%. The Non-PO Percentage with respect to any Mortgage Loan      
with a Net Mortgage Interest Rate greater than or equal to 6.500% (each such    
Mortgage Loan, a "Premium Mortgage Loan") will be 100%.                         

The "PO Percentage" with respect to any Discount Mortgage Loan will be    
equal to 100% minus the Non-PO Percentage for such Mortgage Loan. The PO        
Percentage with respect to any Premium Mortgage Loan will be 0%.                

The "Net Mortgage Interest Rate" of a Mortgage Loan is the excess of its  
mortgage interest rate over the applicable Administrative Fee Rate.             

The "Class A-10 Accrual Distribution Amount" with respect to any          
Distribution Date will be equal to amounts allocated but not currently          
distributable to the Class A-10 Certificates in respect of interest pursuant    
to clause (ii) of the Pool Distribution Amount Allocation.                      

The "Class A-14 TAC Component Accrual Distribution Amount" with respect to
any Distribution Date will be equal to amounts allocated but not currently      
distributable to the Class A-14 TAC Component in respect of interest pursuant   
to clause (ii) of the Pool Distribution Amount Allocation.                      

Non-PO Principal Amount                                                         

On each Distribution Date, the Non-PO Principal Amount will be distributed
(i) as principal of the Senior Certificates (other than the Class A-PO          
Certificates) in an amount up to the Senior Principal Distribution Amount and   
(ii) as principal of the Subordinate Certificates in an amount up to the        
Subordinate Principal Distribution Amount.                                      

The "Non-PO Principal Amount" for any Distribution Date will equal the sum
of the applicable Non-PO Percentage of:                                         

(a) all monthly payments of principal due on each Mortgage Loan on the
related Due Date;                                                           

(b) the principal portion of the Purchase Price of each Mortgage Loan 
that was repurchased by the Depositor pursuant to the Pooling Agreement as  
of that Distribution Date;                                                  

(c) any Substitution Adjustment Amount in connection with a Deleted   
Mortgage Loan received with respect to that Distribution Date;              

(d) any Liquidation Proceeds allocable to recoveries of principal of  
Mortgage Loans that are not yet Liquidated Mortgage Loans received during   
the calendar month preceding the month of that Distribution Date;           

  (e) with respect to each Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of that Distribution     
Date, the amount of the Liquidation Proceeds allocable to principal         
received with respect to that Mortgage Loan; and                            

(f) all partial and full principal prepayments by mortgagors received 
during the calendar month preceding the month of that Distribution Date.    

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Senior Principal Distribution Amount                                            

I. On each Distribution Date occurring prior to the Accretion Termination 
Date for the Class A-10 Certificates, the Class A-10 Accrual Distribution       
Amount will be allocated sequentially as follows:                               

(i) first, to the TAC Group, up to the TAC Principal Amount for such  
Distribution Date; and                                                      

(ii) second, to the Class A-10 Certificates, until their class balance
has been reduced to zero.                                                   

II. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-14 TAC Component, the Class A-14 TAC Component Accrual     
Distribution Amount will be allocated sequentially as follows:                  

  (i) first, to the Class A-13 Certificates, until their class balance has
been reduced to zero; and                                                   

(ii) second, to the Class A-14 TAC Component, until its component     
balance has been reduced to zero.                                           

III. On each Distribution Date, an amount equal to the lesser of (a) the  
Senior Principal Distribution Amount for such Distribution Date and (b) the     
product of (1) the Pool Distribution Amount remaining after payment of funds    
due to the Trustee and distributions of interest on the Senior Certificates     
and (2) a fraction, the numerator of which is the Senior Principal              
Distribution Amount and the denominator of which is the sum of the PO           
Principal Amount and the Senior Principal Distribution Amount, will be          
distributed as principal of the following Classes of Senior Certificates in     
the following order of priority (percentages set forth are approximate):        

  (i) first, to the Class A-R and Class A-LR Certificates, pro rata, until
the class balance of each such class has been reduced to zero; and          

(ii) second, concurrently, as follows:                                

(A) approximately 53.6047888710%, sequentially, as follows:       

            (1) to the Class A-3 Certificates, up to the Class A-3 Principal
       Distribution Amount for such Distribution Date, until their class
balance has been reduced to zero;                         

           (2) concurrently, approximately 54.2241915992% to the Class A-1
    Certificates and approximately 45.7758084008% to the Class A-2
         Certificates, until the class balance of the Class A-1 Certificates
has been reduced to zero;                                 

           (3) concurrently, approximately 54.2241915992% to the Class A-4
    Certificates and approximately 45.7758084008% to the Class A-2
         Certificates, until the class balance of the Class A-4 Certificates
has been reduced to zero;                                 

           (4) concurrently, approximately 54.2241915992% to the Class A-5
    Certificates and approximately 45.7758084008% to the Class A-2
        Certificates, until the class balance of the Class A-5 Certificate
has been reduced to zero;                                 

           (5) concurrently, approximately 54.2241915992% to the Class A-6
    Certificates and approximately 45.7758084008% to the Class A-2
         Certificates, until their class balances have been reduced to zero;

           (6) concurrently, approximately 71.4285750486% to the Class A-7
    Certificates and approximately 28.5714249514% to the Class A-8
         Certificates, until their class balances have been reduced to zero;
and                                                       

          (7) to the Class A-3 Certificates, without regard to the Class
      A-3 Principal Distribution Amount, until their class balance has
been reduced to zero;                                     

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(B) approximately 46.3952111290%, concurrently, as follows:       

          (1) approximately 0.1460562564% to the Class A-9 Certificates,
until their class balance has been reduced to zero; and   

      (2) approximately 99.8539437436% sequentially, as follows:

             (a) sequentially, to the Class A-11 Certificates, the Class
       A-12 Certificates and the Class A-14 PAC Component, in that
        order, up to their respective PAC Principal Amounts for such
Distribution Date;                                  

               (b) to the TAC Group, up to the TAC Principal Amount for such
Distribution Date;                                  

               (c) to the Class A-10 Certificates, until their class balance
has been reduced to zero;                           

          (d) to the TAC Group, until the balance thereof has been
reduced to zero; and                                

             (e) sequentially, to the Class A-11 Certificates, the Class
       A-12 Certificates and the Class A-14 PAC Component, in that
    order, until their class balances and component balance,
respectively, are reduced to zero.                  

The preceding distribution priorities will not apply on any Distribution  
Date on or after the Senior Credit Support Depletion Date. On each of those     
Distribution Dates, the amount to be distributed as principal to the Senior     
Certificates (other than the Class A-PO Certificates) will be distributed,      
concurrently, as principal of the classes of Senior Certificates (other than    
the Class A-PO Certificates) pro rata in accordance with their respective       
balances immediately prior to that Distribution Date.                           

The "Senior Credit Support Depletion Date" is the date on which the       
aggregate balance of the Subordinate Certificates has been reduced to zero.     

The "Senior Principal Distribution Amount" for any Distribution Date will 
equal the sum of:                                                               

(a) the Senior Percentage of the applicable Non-PO Percentage of the  
amounts described in clauses (a) through (d) of the definition of "Non-PO   
Principal Amount" for that Distribution Date; and                           

  (b) the Senior Prepayment Percentage of the applicable Non-PO Percentage
of the amounts described in clauses (e) and (f) of the definition of "Non-  
PO Principal Amount" for that Distribution Date;                            

provided, however, that if a Debt Service Reduction that is an Excess Loss is   
sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage     
Loan, the Senior Principal Distribution Amount will be reduced on the related   
Distribution Date by the Senior Percentage of the applicable Non-PO Percentage  
of the principal portion of the Debt Service Reduction.                         

 "Stated Principal Balance" means, as to any Mortgage Loan and due date, the
unpaid principal balance of such Mortgage Loan as of such due date, as          
specified in the amortization schedule at the time relating thereto (before     
any adjustment to such amortization schedule by reason of any moratorium or     
similar waiver or grace period), after giving effect to any previous partial    
principal prepayments and Liquidation Proceeds received and to the payment of   
principal due on such due date and irrespective of any delinquency in payment   
by the related mortgagor and after giving effect to any Deficient Valuation.    

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The "Pool Principal Balance" with respect to any Distribution Date equals 
the aggregate of the Stated Principal Balances of the Mortgage Loans            
outstanding on the due date in the month preceding the month of such            
Distribution Date.                                                              

The "Senior Percentage" for any Distribution Date will equal (i) the      
aggregate class balance of the Senior Certificates (other than the Class A-PO   
Certificates) immediately prior to such date, divided by (ii) the aggregate     
class balance of the Certificates (other than the Class A-PO Certificates)      
immediately prior to such date.                                                 

  The "Subordinate Percentage" for any Distribution Date will equal 100% minus
the Senior Percentage for such date.                                            

  As of the Cut-off Date, the Senior Percentage and the Subordinate Percentage
are expected to be approximately 95.9939% and 4.0061%, respectively.            

The "Senior Prepayment Percentage" for any Distribution Date occurring    
during the periods set forth below will be as follows:                          

                                                                [Download Table]

Distribution Date Occurring In                        Senior Prepayment Percentage
------------------------------                        ----------------------------
                                                                                  
April 1999 through March 2004..................... 100%;                          
April 2004 through March 2005..................... the Senior Percentage, plus 70%
                                                   of the Subordinate Percentage; 
April 2005 through March 2006..................... the Senior Percentage, plus 60%
                                                   of the Subordinate Percentage; 
April 2006 through March 2007..................... the Senior Percentage, plus 40%
                                                   of the Subordinate Percentage; 
April 2007 through March 2008..................... the Senior Percentage, plus 20%
                                                   of the Subordinate Percentage; 
                                                   and                            
April 2008 and thereafter......................... the Senior Percentage;         

provided, however, that if on any Distribution Date the Senior Percentage       
exceeds the initial Senior Percentage, the Senior Prepayment Percentage for     
such Distribution Date will equal 100%.                                         

No decrease in the Senior Prepayment Percentage will occur, however, if as
of the first Distribution Date as to which any such decrease applied, (i) the   
outstanding principal balance of all Mortgage Loans (including, for this        
purpose, any Mortgage Loans in foreclosure or any REO Property) delinquent 60   
days or more (averaged over the preceding six-month period), as a percentage of 
the aggregate class balance of the Subordinate Certificates (averaged over the  
preceding six-month period), is equal to or greater than 50%, or (ii)           
cumulative Realized Losses with respect to the Mortgage Loans exceed the        
percentages of the aggregate balance of the Subordinate Certificates as of the  
Closing Date (the "Original Subordinate Principal Balance") indicated below:    

                                                                [Download Table]

                                                               Percentage of    
                                                            Original Subordinate
Distribution Date Occurring In                               Principal Balance  
------------------------------                              --------------------
                                                                                
April 2004 through March 2005..............................         30%         
April 2005 through March 2006..............................         35%         
April 2006 through March 2007..............................         40%         
April 2007 through March 2008..............................         45%         
April 2008 and thereafter..................................         50%         

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 This disproportionate allocation of certain unscheduled payments in respect
of principal will have the effect of accelerating the amortization of the       
Senior Certificates (other than the Class A-PO Certificates) while, in the      
absence of Realized Losses, increasing the interest in the Pool Principal       
Balance evidenced by the Subordinate Certificates. Increasing the respective    
interest of the Subordinate Certificates relative to that of the Senior         
Certificates (other than the Class A-PO Certificates) is intended to preserve   
the availability of the subordination provided by the Subordinate Certificates. 

The "Subordinate Prepayment Percentage" as of any Distribution Date will  
equal 100% minus the Senior Prepayment Percentage for such date.                

If on any Distribution Date the allocation to any class of Senior         
Certificates (other than the Class A-PO Certificates) then entitled to          
distributions of full and partial principal prepayments and other amounts to be 
allocated in accordance with the Senior Prepayment Percentage, as described     
above, would reduce the outstanding class balance of such class below zero, the 
distribution to that class of the Senior Prepayment Percentage of those amounts 
for such Distribution Date will be limited to the percentage necessary to       
reduce the related class balance to zero.                                       

Class A-3 Principal Distribution Amount                                         

  On each Distribution Date prior to the Senior Credit Support Depletion Date,
the Pool Distribution Amount, up to the Class A-3 Principal Distribution Amount 
for such Distribution Date, will be distributed as principal to the Class A-3   
Certificates.                                                                   

  The "Class A-3 Principal Distribution Amount" for any Distribution Date will
equal the lesser of (i) the class balance of the Class A-3 Certificates and     
(ii) the product of (a) the Class A-3 Shift Percentage, (b) the Class A-3       
Percentage and (c) the Senior Principal Distribution Amount.                    

The "Class A-3 Percentage" for any Distribution Date will equal (i) the   
class balance of the Class A-3 Certificates, divided by (ii) the aggregate      
class balance of the Senior Certificates (other than the Class A-PO             
Certificates) immediately prior to such date.                                   

The "Class A-3 Shift Percentage" for any Distribution Date will be the    
percentage indicated below:                                                     

                                                                [Download Table]

                                                                   Class A-3    
Distribution Date Occurring In                                  Shift Percentage
------------------------------                                  ----------------
                                                                                
April 1999 through March 2004..................................         0%      
April 2004 through March 2005..................................        30%      
April 2005 through March 2006..................................        40%      
April 2006 through March 2007..................................        60%      
April 2007 through March 2008..................................        80%      
April 2008 and thereafter......................................       100%      

PAC Principal Amounts and TAC Principal Amount                                  

 As used above, the "PAC Principal Amount" for any Distribution Date and for
any class of PAC Certificates or the Class A-14 PAC Component means the amount, 
if any, that would reduce the balance of such class or component to the balance 
shown in the tables set forth in Appendix A to this Prospectus Supplement with  
respect to such Distribution Date.                                              

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 As used above, the "TAC Principal Amount" for any Distribution Date for the
TAC Group means the amount, if any, that would reduce the balance thereof to    
the balance shown in the table set forth in Appendix A to this Prospectus       
Supplement with respect to such Distribution Date. "TAC Group" means the TAC    
Certificates and the Class A-14 TAC Component collectively. All distributions   
of principal to the TAC Group will be made sequentially to the Class A-13       
Certificates and the Class A-14 TAC Component, in that order, until their class 
balance and component balance, respectively, are reduced to zero.               

The tables in Appendix A to this Prospectus Supplement set forth for each 
Distribution Date the planned principal balances for each class of PAC          
Certificates and the Class A-14 PAC Component and the targeted principal        
balance for the TAC Group.                                                      

Principal Payment Characteristics of the PAC Certificates, the Class A-14 PAC   
Component, the TAC Certificates, the Class A-14 TAC Component and the         
Companion Certificates                                                        
  The balances of the PAC Certificates and TAC Group and the component balance
of the Class A-14 PAC Component set forth in the tables in Appendix A to this   
Prospectus Supplement were calculated using, among other things, the Modeling   
Assumptions. Based on such assumptions, the class balance of each class of PAC  
Certificates, the balance of the TAC Group and the component balance of the     
Class A-14 PAC Component would be reduced to the balances indicated in the      
tables set forth in Appendix A to this Prospectus Supplement for each           
Distribution Date if prepayments on the Mortgage Loans occur at any constant    
rate between approximately 125% PSA and approximately 500% PSA for the PAC      
Certificates and component and at a constant rate of 250% PSA for the TAC       
Group. It is highly unlikely, however, that the Mortgage Loans will prepay at a 
constant rate until maturity or that all the Mortgage Loans will prepay at the  
same rate or that they will have the characteristics assumed. Therefore, there  
can be no assurance that the class balances of the PAC Certificates, the        
balance of the TAC Group and the component balance of the Class A-14 PAC        
Component, after the payment of principal on any Distribution Date, will be     
equal to the applicable balances for such Distribution Date specified in the    
tables set forth in Appendix A to this Prospectus Supplement.                   

The weighted average lives of the classes of PAC Certificates and TAC     
Certificates and the Class A-14 Certificates with respect to the Class A-14 PAC 
Component and the Class A-14 TAC Component will vary under different prepayment 
scenarios. If principal prepayments occur at a constant rate that is slower     
than approximately 125% PSA with respect to the PAC Certificates and the Class  
A-14 PAC Component and approximately 250% PSA with respect to the TAC Group,    
amounts available to make principal payments to such class, group and component 
may be insufficient to reduce their balances to their respective planned or     
targeted balances for such Distribution Date. The weighted average lives of the 
classes of PAC and TAC Certificates and the Class A-14 Certificate with respect 
to the Class A-14 PAC Component and the Class A-14 TAC Component may therefore  
be extended. If such principal prepayments occur at a constant rate that is     
faster than approximately 500% PSA with respect to the PAC Certificates and the 
Class A-14 PAC Component and approximately 250% PSA with respect to the TAC     
Group, the weighted average lives of the classes of PAC and TAC Certificates    
and the Class A-14 Certificates with respect to the Class A-14 PAC Component    
and the Class A-14 TAC Component may be shortened.                              

Because all amounts available for principal payments on any Distribution  
Date will be distributed to holders on such Distribution Date, the ability to   
distribute the PAC Principal Amounts and TAC Principal Amount on any            
Distribution Date will not be enhanced by the averaging of high and low         
principal prepayment rates on the Mortgage Loans over several Distribution      
Dates, as might be the case if any principal payments were held for future      
applications and not distributed monthly.                                       

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The extent to which the planned and targeted balances are achieved and the
sensitivity of the PAC and TAC Certificates, the Class A-14 PAC Component and   
the Class A-14 TAC Component to principal prepayments on the Mortgage Loans     
will depend in part on the period of time during which the classes and          
components which support the PAC and TAC Certificates, the Class A-14 PAC       
Component and the Class A-14 TAC Component remain outstanding. The TAC          
Certificates, the Class A-14 TAC Component and the Companion Certificates       
support the PAC Certificates and the Class A-14 PAC Component. The Companion    
Certificates support the TAC Certificates and the Class A-14 TAC Component. On  
each Distribution Date, after each class of PAC Certificates and the Class A-14 
PAC Component has received its PAC Principal Amount for such Distribution Date, 
no further principal payments will be made to the PAC Certificates or the Class 
A-14 PAC Component until the class and component balances of the Companion      
Certificates, the TAC Certificates and the Class A-14 TAC Component have been   
reduced to zero. As between the TAC Certificates, the Class A-14 TAC Component  
and the Companion Certificates, once the TAC Group has received its TAC         
Principal Amount for such Distribution Date, no further principal payments will 
be made to the TAC Certificates or the Class A-14 TAC Component until the class 
balance of the Companion Certificates has been reduced to zero. This support is 
intended to decrease the likelihood that the PAC Certificates and the Class A-  
14 PAC Component will be reduced below their planned class or component         
balances on a given Distribution Date or that the TAC Group will be reduced     
below its targeted balance on a given Distribution Date. Once the applicable    
classes and components that provide support are no longer outstanding, the PAC  
Certificates, the Class A-14 PAC Component, the TAC Certificates or the Class   
A-14 TAC Component, if outstanding, will become more sensitive to the rate of   
prepayment on the Mortgage Loans as such classes or components will receive     
principal payments that otherwise would have been distributable to the classes  
or components which supported them.                                             

Class A-PO Principal Distribution Amount                                        

On each Distribution Date, distributions of principal of the Class A-PO   
Certificates will be made in an amount (the "Class A-PO Principal Distribution  
Amount") equal to the lesser of:                                                

(a) the PO Principal Amount for such Distribution Date; and           

(b) the product of (1) the Pool Distribution Amount remaining after   
distribution of funds due to the Trustee and interest on the Senior         
Certificates and (2) a fraction, the numerator of which is the PO Principal 
Amount and the denominator of which is the sum of the PO Principal Amount   
and the Senior Principal Distribution Amount.                               

The "PO Principal Amount" for any Distribution Date will equal the sum of 
the applicable PO Percentage of:                                                

  (a) all monthly payments of principal due on each Discount Mortgage Loan
on the related Due Date;                                                    

(b) the principal portion of the Purchase Price of each Discount      
Mortgage Loan that was repurchased by the Depositor pursuant to the Pooling 
Agreement as of such Distribution Date;                                     

(c) any Substitution Adjustment Amount in connection with a Deleted   
Mortgage Loan that was a Discount Mortgage Loan received with respect to    
such Distribution Date;                                                     

(d) any Liquidation Proceeds allocable to recoveries of principal of  
Discount Mortgage Loans that are not yet Liquidated Mortgage Loans received 
during the calendar month preceding the month of such Distribution Date;    

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  (e) with respect to each Discount Mortgage Loan that became a Liquidated
Mortgage Loan during the calendar month preceding the month of such         
Distribution Date, the amount of Liquidation Proceeds allocable to          
principal received with respect to such Discount Mortgage Loan; and         

  (f) all partial and full principal prepayments by mortgagors on Discount
Mortgage Loans received during the calendar month preceding such            
Distribution Date;                                                          

provided, however, that if a Debt Service Reduction that is an Excess Loss is   
sustained with respect to a Discount Mortgage Loan that is not a Liquidated     
Mortgage Loan, the PO Principal Amount will be reduced on the related           
Distribution Date by the applicable PO Percentage of the principal portion of   
such Debt Service Reduction.                                                    

Subordinate Principal Distribution Amount                                       

On each Distribution Date, each class of Subordinate Certificates that is 
entitled to receive a principal distribution will receive its pro rata share    
(based on the class balances of all the Subordinate Certificates that are       
entitled to receive a principal distribution) of the Subordinate Principal      
Distribution Amount, to the extent that the remaining Pool Distribution Amount  
is sufficient therefor. With respect to each class of Subordinate Certificates, 
if on any Distribution Date the Fractional Interest is less than the Fractional 
Interest for that class on the Closing Date, no classes junior to that class    
will be entitled to receive a principal distribution.                           

  Distributions of principal on the Subordinate Certificates that are entitled
to receive a principal distribution on a Distribution Date will be made         
sequentially to each class of Subordinate Certificates in the order of their    
numerical class designations, beginning with the Class B-1 Certificates, until  
each such class has received its respective pro rata share for the Distribution 
Date. However, the Class A-PO Deferred Amount will be paid to the Class A-PO    
Certificates from amounts otherwise distributable as principal to the           
Subordinate Certificates, beginning with amounts otherwise distributable as     
principal to the class of Subordinate Certificates with the highest numerical   
designation.                                                                    

The "Fractional Interest" with respect to any Distribution Date and each  
class of Subordinate Certificates will equal (i) the aggregate of the class     
balances immediately prior to such Distribution Date of all classes of          
Subordinate Certificates that have higher numerical class designations than     
such class, divided by (ii) the aggregate balance of all the Certificates       
(other than the Class A-PO Certificates) immediately prior to such Distribution 
Date.                                                                           

  The approximate Fractional Interests for the Subordinate Certificates on the
Closing Date are expected to be as follows:                                     

                                                                [Download Table]
                                                                          
Class B-1........................................................... 1.85%
Class B-2........................................................... 1.10%
Class B-3........................................................... 0.75%
Class B-4........................................................... 0.40%
Class B-5........................................................... 0.20%
Class B-6........................................................... 0.00%

The "Subordinate Principal Distribution Amount" for any Distribution Date 
will equal the sum of:                                                          

(a) the Subordinate Percentage of the applicable Non-PO Percentage of 
all amounts described in clauses (a) through (d) of the definition of "Non- 
PO Principal Amount" for such Distribution Date; and                        

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(b) the Subordinate Prepayment Percentage of the applicable Non-PO    
Percentage of the amounts described in clauses (e) and (f) of the           
definition of "Non-PO Principal Amount" for such Distribution Date;         

provided, however, that if a Debt Service Reduction that is an Excess Loss is   
sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage     
Loan, the Subordinate Principal Distribution Amount will be reduced on the      
related Distribution Date by the Subordinate Percentage of the applicable Non-  
PO Percentage of the principal portion of that Debt Service Reduction.          

Residual Certificates                                                           

The Residual Certificates will remain outstanding for so long as the Trust
exists, whether or not they are receiving current distributions of principal or 
interest. In addition to distributions of interest and principal as described   
above, on each Distribution Date, the holder of the Class A-LR Certificate will 
be entitled to receive any Pool Distribution Amount remaining after the payment 
of (i) interest and principal on the Senior Certificates, (ii) Class A-PO       
Deferred Amounts on the Class A-PO Certificates and (iii) interest and          
principal on the Subordinate Certificates, as described above. It is not        
anticipated that there will be any significant amounts remaining for any such   
distribution.                                                                   

Allocation of Losses                                                            

On each Distribution Date, the applicable PO Percentage of any Realized   
Loss, including any Excess Loss, on a Discount Mortgage Loan will be allocated  
to the Class A-PO Certificates until their class balance is reduced to zero.    
The amount of any such Realized Loss, other than an Excess Loss, allocated on   
or prior to the Senior Credit Support Depletion Date will be treated as a       
"Class A-PO Deferred Amount." To the extent funds are available on such         
Distribution Date or on any future Distribution Date from amounts that would    
otherwise be allocable to the Subordinate Principal Distribution Amount, Class  
A-PO Deferred Amounts will be paid on the Class A-PO Certificates prior to      
distributions of principal on the Subordinate Certificates. Any distribution of 
the Pool Distribution Amount in respect of unpaid Class A-PO Deferred Amounts   
will not further reduce the class balance of the Class A-PO Certificates. The   
Class A-PO Deferred Amounts will not bear interest. The class balance of the    
class of Subordinate Certificates then outstanding with the highest numerical   
class designation will be reduced by the amount of any payments in respect of   
Class A-PO Deferred Amounts. Any excess of the Class A-PO Deferred Amounts over 
the class balance of that class will be allocated to the next most subordinate  
class to reduce its class balance and so on, as necessary. After the Senior     
Credit Support Depletion Date, no new Class A-PO Deferred Amounts will be       
created. In addition, on each such Distribution Date, the class balance of the  
class of Subordinate Certificates then outstanding with the highest numerical   
class designation will be reduced if and to the extent that the aggregate of    
the class balances of all classes of Certificates (after taking into account    
the amount of all distributions to be made on such Distribution Date and the    
allocation of Realized Losses on such Distribution Date) exceeds the Adjusted   
Pool Amount for such Distribution Date.                                         

 On each Distribution Date, the applicable Non-PO Percentage of any Realized
Loss, other than any Excess Loss, will be allocated first to the Subordinate    
Certificates, in the reverse order of their numerical class designations        
(beginning with the class of Subordinate Certificates then outstanding with the 
highest numerical class designation), in each case until the class balance of   
the respective class of Certificates has been reduced to zero, and then to the  
Senior Certificates (other than the Class A-14 and Class A-PO Certificates),    
the Class A-14 PAC Component and the Class A-14 TAC Component pro rata based on 
the then-outstanding class balance or component balance, or, in the case of the 
Class A-14 TAC Component and the Class A-10 Certificates, their initial         
component balance or class balance, if lower.                                   

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After the Senior Credit Support Depletion Date, on each Distribution Date,
the aggregate of the class balances of all classes of Senior Certificates       
(other than the Class A-PO Certificates) then outstanding will be reduced if    
and to the extent that such aggregate balance (after taking into account the    
amount of all distributions to be made on such Distribution Date and the        
allocation of Realized Losses on such Distribution Date) exceeds the difference 
between the Adjusted Pool Amount and the Adjusted Pool Amount (PO Portion) for  
such Distribution Date. The amount of any such reduction will be allocated      
among the Senior Certificates (other than the Class A-14 and Class A-PO         
Certificates), the Class A-14 PAC Component and the Class A-14 TAC Component    
pro rata based on the then-outstanding class balance or component balance, or,  
in the case of the Class A-14 TAC Component and the Class A-10 Certificates,    
their initial component balance or class balance, if lower.                     

 Also, after the Senior Credit Support Depletion Date, the principal portion
of Realized Losses (other than Excess Losses) allocated to the Class A-14       
Certificates and any reduction allocated to the Class A-14 Certificates         
pursuant to the preceding paragraph will be borne by the Class A-9 Certificates 
(in addition to other Realized Losses allocated to the Class A-9 Certificates), 
rather than the Class A-14 Certificates, for so long as the Class A-9           
Certificates are outstanding.                                                   

In addition, after the Senior Credit Support Depletion Date, on each      
Distribution Date, the class balance of the Class A-PO Certificates will be     
reduced if and to the extent that such class balance (after taking into account 
the amount of all distributions to be made on such Distribution Date and the    
allocation of Realized Losses on such Distribution Date) exceeds the Adjusted   
Pool Amount (PO Portion) for such Distribution Date.                            

  On each Distribution Date, the applicable Non-PO Percentage of Excess Losses
will be allocated pro rata among the classes of Senior Certificates (other than 
the Class A-14 and Class A-PO Certificates), the Class A-14 PAC Component, the  
Class A-14 TAC Component and the Subordinate Certificates based upon their      
respective class balances or component balances, or, in the case of the Class   
A-14 TAC Component and the Class A-10 Certificates, their initial component     
balance or class balance, if lower.                                             

Because principal distributions are paid to certain classes of Senior     
Certificates (other than the Class A-PO Certificates) before other classes of   
Senior Certificates, holders of those Senior Certificates that are entitled to  
receive principal later bear a greater risk of being allocated Realized Losses  
on the Mortgage Loans than holders of classes that are entitled to receive      
principal earlier.                                                              

In general, a "Realized Loss" means, with respect to a Liquidated Mortgage
Loan, the amount by which the remaining unpaid principal balance of the         
Mortgage Loan exceeds the amount of Liquidation Proceeds applied to the         
principal balance of the related Mortgage Loan. "Excess Losses" are (i) Special 
Hazard Losses in excess of the Special Hazard Loss Amount, (ii) Bankruptcy      
Losses in excess of the Bankruptcy Loss Amount and (iii) Fraud Losses in excess 
of the Fraud Loss Amount. "Bankruptcy Losses" are losses that are incurred as a 
result of Debt Service Reductions and Deficient Valuations. "Special Hazard     
Losses" are Realized Losses in respect of Special Hazard Mortgage Loans. "Fraud 
Losses" are Realized Losses sustained by reason of a default arising from       
fraud, dishonesty or misrepresentations. See "Credit Support" in this           
Prospectus Supplement.                                                          

  As used in this Prospectus Supplement, a "Deficient Valuation" occurs when a
bankruptcy court establishes the value of a mortgaged property at an amount     
less than the then-outstanding principal balance of the Mortgage Loan secured   
by such mortgaged property or reduces the then-outstanding principal balance of 
a Mortgage Loan. In the case of a reduction in the value of the related         
mortgaged property, the amount of the secured debt could be reduced to such     
value, and the holder of such                                                   

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Mortgage Loan thus would become an unsecured creditor to the extent the then-   
outstanding principal balance of such Mortgage Loan exceeds the value so        
assigned to the mortgaged property by the bankruptcy court. In addition,        
certain other modifications of the terms of a Mortgage Loan can result from a   
bankruptcy proceeding, including the reduction (a "Debt Service Reduction") of  
the amount of the Monthly Payment on the related Mortgage Loan. However, none   
of these events shall be considered a Debt Service Reduction or Deficient       
Valuation so long as the related Servicer is pursuing any other remedies that   
may be available with respect to the related Mortgage Loan and (i) such         
Mortgage Loan is not in default with respect to any payment due thereunder or   
(ii) scheduled Monthly Payments are being advanced by the related Servicer      
without giving effect to any Debt Service Reduction.                            

A "Liquidated Mortgage Loan" is a defaulted Mortgage Loan as to which the 
related Servicer has determined that all recoverable Liquidation Proceeds have  
been received. A "Special Hazard Mortgage Loan" is a Liquidated Mortgage Loan   
as to which the ability to recover the full amount due thereunder was           
substantially impaired by a hazard not insured against under a standard hazard  
insurance policy of the type described in the Prospectus under "Description of  
the Certificates--Other Credit Enhancement--Special Hazard Insurance Policy."   
See "Credit Support" in this Prospectus Supplement.                             

  With respect to any Distribution Date, the "Adjusted Pool Amount" will equal
the aggregate unpaid principal balance of the Mortgage Loans as of the Cut-off  
Date minus the sum of (i) all amounts in respect of principal received in       
respect of the Mortgage Loans (including amounts received as Advances,          
principal prepayments and Liquidation Proceeds in respect of principal) and     
distributed to holders of the Certificates on such Distribution Date and all    
prior Distribution Dates and (ii) the principal portion of all Realized Losses  
(other than Debt Service Reductions) incurred on the Mortgage Loans from the    
Cut-off Date through the end of the month preceding such Distribution Date.     

With respect to any Distribution Date, the "Adjusted Pool Amount (PO      
Portion)" will equal the sum as to each Mortgage Loan outstanding at the Cut-   
off Date of the product of (A) the PO Percentage for such Mortgage Loan and (B) 
the principal balance of such Mortgage Loan as of the Cut-off Date less the sum 
of (i) all amounts in respect of principal received in respect of such Mortgage 
Loan (including amounts received as Advances, principal prepayments and         
Liquidation Proceeds in respect of principal) and distributed to holders of the 
Certificates on such Distribution Date and all prior Distribution Dates and     
(ii) the principal portion of any Realized Loss (other than a Debt Service      
Reduction) incurred on such Mortgage Loan from the Cut-off Date through the end 
of the month preceding the month in which such Distribution Date occurs.        

Restrictions on Transfer of the Class A-R and Class A-LR Certificates           

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

 The REMIC provisions of the Code impose certain taxes on (i) transferors of
residual interests to, or agents that acquire residual interests on behalf of,  
Disqualified Organizations (as defined in the Prospectus) and (ii) certain      
Pass-Through Entities (as defined in the Prospectus) that have Disqualified     
Organizations as beneficial owners. No tax will be imposed on a Pass-Through    
Entity (other than an "electing large partnership" (as defined in the           
Prospectus)) with respect to the Class A-R or Class A-LR Certificate to the     
extent it has received an affidavit from the owner thereof that such owner is   
not a Disqualified Organization or a nominee for a Disqualified Organization.   

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The Pooling Agreement will provide that no legal or beneficial interest in
the Class A-R or Class A-LR Certificate may be transferred to or registered in  
the name of any person unless:                                                  

.the proposed purchaser provides to the Trustee an affidavit to the effect  
that, among other items, such transferee is not a Disqualified        
Organization and is not purchasing the Class A-R or Class A-LR        
Certificate as an agent for a Disqualified Organization (i.e., as a   
broker, nominee or other middleman thereof); and                      

.the transferor states in writing to the Trustee that it has no actual      
knowledge that such affidavit is false.                               

Further, such affidavit will require the transferee to affirm that it (a) 
historically has paid its debts as they have come due and intends to do so in   
the future, (b) understands that it may incur tax liabilities with respect to   
the Class A-R or Class A-LR Certificate in excess of cash flows generated       
thereby, (c) intends to pay taxes associated with holding the Class A-R or      
Class A-LR Certificate as such taxes become due and (d) will not transfer the   
Class A-R or Class A-LR Certificate to any person or entity that does not       
provide a similar affidavit. The transferor must certify in writing to the      
Trustee that, as of the date of the transfer, it had no knowledge or reason to  
know that the affirmations made by the transferee pursuant to the preceding     
sentence were false.                                                            

In addition, neither the Class A-R nor Class A-LR Certificate may be      
purchased by or transferred to any person that is not a U.S. Person, unless:    

.such person holds its Class A-R or Class A-LR Certificate in connection    
with the conduct of a trade or business within the United States and  
furnishes the transferor and the Trustee with an effective Internal   
Revenue Service Form 4224; or                                         

.the transferee delivers to both the transferor and the Trustee an opinion  
 of a nationally-recognized tax counsel to the effect that such transfer
is in accordance with the requirements of the Code and the regulations
 promulgated thereunder and that such transfer of the Class A-R or Class
A-LR Certificates will not be disregarded for federal income tax      
purposes.                                                             

The term "U.S. Person" means a citizen or resident of the United States, a
corporation or partnership (except to the extent provided in the applicable     
Treasury regulations) created or organized in or under the laws of the United   
States, any State thereof or the District of Columbia, including an entity      
treated as a corporation or partnership for federal income tax purposes, an     
estate whose income is subject to United States federal income tax regardless   
of its source, or a trust if a court within the United States is able to        
exercise primary supervision over the administration of such trust, and one or  
more such U.S. Persons have the authority to control all substantial decisions  
of such trust (or, to the extent provided in applicable Treasury regulations,   
certain trusts in existence on August 20, 1996 which are eligible to elect to   
be treated as U.S. Persons).                                                    

 The Pooling Agreement will provide that any attempted or purported transfer
in violation of these transfer restrictions will be null and void and will vest 
no rights in any purported transferee.                                          

Any transferor or agent to whom the Trustee provides information as to any
applicable tax imposed on such transferor or agent may be required to bear the  
cost of computing or providing such information.                                

 See "Federal Income Tax Consequences -- Federal Income Tax Consequences for
REMIC Certificates -- Taxation of Residual Certificates -- Tax-Related          
Restrictions on Transfer of Residual Certificates" in the Prospectus.           

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Neither the Class A-R nor Class A-LR Certificate may be purchased by or   
transferred to any Plan or any person acting on behalf of or investing the      
assets of such Plan.                                                            

See "ERISA Considerations" in this Prospectus Supplement and in the       
Prospectus.                                                                     

Restrictions on Transfer of the Class A-9 and Class B Certificates              

Under current law the purchase and holding of the Class A-9 or Class B    
Certificates by or on behalf of a Plan may result in "prohibited transactions"  
within the meaning of ERISA, Section 4975 of the Code or Similar Law. Transfer  
of the Class A-9 or Class B Certificates will not be made unless the transferee 
delivers to the Trustee either:                                                 

(a) a representation letter, in form and substance satisfactory to the
Trustee, stating that:                                                      

 (1) it is not, and is not acting on behalf of, any such Plan or using
the assets of any such Plan to effect such purchase; or                   

(2) if it is an insurance company, that the source of funds used to 
purchase the Class A-9 or Class B Certificates is an "insurance company   
general account" (as such term is defined in Section V(e) of Prohibited   
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 
12, 1995)), that there is no Plan with respect to which the amount of     
such general account's reserves and liabilities for the contract(s) held  
by or on behalf of such Plan and all other Plans maintained by the same   
employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-   
60) or by the same employee organization exceeds 10% of the total of all  
reserves and liabilities of such general account (as such amounts are     
determined under Section I(a) of PTE 95-60) at the date of acquisition    
and that all Plans that have an interest in such general account are      
Plans to which PTE 95-60 applies; or                                      

(b) an opinion of counsel, in form and substance satisfactory to the  
Trustee and the Servicers, to the effect that the purchase or holding of    
the Class A-9 or Class B Certificates by or on behalf of such Plan will not 
result in the assets of the Trust being deemed to be "plan assets" and      
subject to the prohibited transaction provisions of ERISA, the Code or      
Similar Law and will not subject the Depositor, the Servicers or the        
Trustee to any obligation in addition to those undertaken in the Pooling    
Agreement.                                                                  

The Class A-9 and Class B Certificates will contain a legend describing   
these restrictions on transfer. Any transferee of a Class A-9 or Class B        
Certificate that does not comply with either clause (a) or clause (b) above     
will be deemed to have made the representation described in clause (a) above.   

 The Pooling Agreement will provide that any attempted or purported transfer
in violation of these transfer restrictions will be null and void and will vest 
no rights in any purported transferee.                                          

See "ERISA Considerations" in this Prospectus Supplement and in the       
Prospectus.                                                                     

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

PREPAYMENT AND YIELD CONSIDERATIONS                                             

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

Delinquencies on the Mortgage Loans which are not advanced by or on behalf
of the Servicers (because amounts, if advanced, would be nonrecoverable), will  
adversely affect the yield on the Certificates. Because of the priority of      
distributions, shortfalls resulting from delinquencies not so                   

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advanced will be borne first by the Subordinate Certificates (in the reverse    
order of their priority of their numerical designations), and then by the       
Senior Certificates.                                                            

Net Interest Shortfalls will adversely affect the yields on the Offered   
Certificates. In addition, although all losses initially will be borne by the   
Subordinate Certificates, as described in this Prospectus Supplement under      
"Description of the Certificates -- Allocation of Losses," Excess Losses will   
be borne by all classes of Certificates in the manner set forth in that         
section. As a result, the yields on the Offered Certificates will depend on the 
rate and timing of Realized Losses, including Excess Losses. Excess Losses      
could occur at a time when one or more classes of Subordinate Certificates are  
still outstanding and otherwise available to absorb other types of Realized     
Losses.                                                                         

The effective yields to investors will be lower than the yields otherwise 
produced by the applicable rate at which interest is passed through to          
investors and the purchase price of their Certificates because monthly          
distributions will not be payable to investors until the 25th day (or, if not a 
business day, the next business day) of the month following the month in which  
interest accrues on the Mortgage Loans (without any additional distribution of  
interest or earnings thereon in respect of such delay).                         

Prepayment Considerations and Risks                                             

Because principal payments on the Mortgage Loans will be distributed to   
certificateholders currently, the rate of principal payments on the Offered     
Certificates, the aggregate amount of each interest payment on the Offered      
Certificates (other than the Class A-PO Certificates) and the yield to maturity 
of Offered Certificates purchased at a price other than par are directly        
related to the rate of payments of principal on the Mortgage Loans (or in the   
case of the Class A-PO Certificates, the Discount Mortgage Loans). The          
principal payments on the Mortgage Loans may be in the form of scheduled        
principal payments or principal prepayments (for this purpose, the term         
"principal prepayment" includes prepayments and any other recovery of principal 
in advance of its scheduled due date, including repurchases and liquidations    
due to default, casualty, condemnation and the like). Any such prepayments will 
result in distributions to you of amounts that would otherwise be distributed   
over the remaining term of the Mortgage Loans. See "Prepayment and Yield        
Considerations" in the Prospectus.                                              

The rate at which mortgage loans in general prepay may be influenced by a 
number of factors, including general economic conditions, mortgage market       
interest rates, availability of mortgage funds and homeowner mobility.          

.In general, if prevailing mortgage interest rates fall significantly below 
the mortgage interest rates on the Mortgage Loans, the Mortgage Loans 
are likely to prepay at higher rates than if prevailing mortgage      
interest rates remain at or above the mortgage interest rates on the  
Mortgage Loans.                                                       

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

The timing of changes in the rate of prepayments may significantly affect 
the actual yield to you, even if the average rate of principal prepayments is   
consistent with your expectations. In general, the earlier the payment of       
principal of the Mortgage Loans the greater the effect on your yield to         
maturity. As a result, the effect on your yield of principal prepayments        
occurring at a rate higher (or lower) than the rate you anticipate during the   
period immediately following the issuance of the Certificates will not be       
offset by a subsequent like reduction (or increase) in the rate of principal    
prepayments. You must make your own decisions as to the appropriate prepayment  
assumptions to be used in deciding whether to purchase Offered Certificates.    

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 The Class A-14 Certificates are comprised of five components, each of which
may be affected differently by the rate and timing of principal payments        
(including prepayments) on the Mortgage Loans, which rate may fluctuate         
significantly from time to time, which in turn may affect the yield to          
investors in the Class A-14 Certificates.                                       

  After the Senior Credit Support Depletion Date, the yield to maturity on the
Class A-9 Certificates will be more sensitive to losses due to liquidations of  
the Mortgage Loans (and the timing thereof) than that on any other class of     
Senior Certificates because the principal portion of Realized Losses (other     
than Excess Losses) allocated to the Class A-14 Certificates will be borne by   
the Class A-9 Certificates, rather than the Class A-14 Certificates, for so     
long as the Class A-9 Certificates are outstanding.                             

 Mortgagors are permitted to prepay the Mortgage Loans, in whole or in part,
at any time without penalty. The rate of payment of principal may also be       
affected by any repurchase of the Mortgage Loans permitted or required by the   
Pooling Agreement including any optional termination of the Trust Fund by the   
Depositor. See "The Pooling and Servicing Agreement -- Optional Termination" in 
this Prospectus Supplement for a description of the Depositor's option to       
repurchase the Mortgage Loans when the scheduled balance of the Mortgage Pool   
is less than 10% of the initial balance of the Mortgage Pool. The Depositor may 
be required to repurchase Mortgage Loans because of defective documentation or  
material breaches in its representations and warranties with respect to such    
Mortgage Loans. Any repurchases will shorten the weighted average lives of the  
classes of Offered Certificates.                                                

  All of the Mortgage Loans will include "due-on-sale" clauses which allow the
holder of the Mortgage Loan to demand payment in full of the remaining          
principal balance upon sale or certain transfers of the property securing such  
Mortgage Loan. The Servicers will enforce "due-on-sale" clauses to the extent   
permitted by applicable law. Each mortgage note which contains "due-on-sale"    
provisions permits the holder of the mortgage note to accelerate the maturity   
of the Mortgage Loan upon conveyance by the mortgagor of the underlying         
mortgaged property. Each Servicer will enforce any "due-on-sale" clause to the  
extent it has knowledge of the conveyance or proposed conveyance of the         
underlying mortgaged property and reasonably believes that it is entitled to do 
so under applicable law. However, the Servicers will not take any action in     
relation to the enforcement of any "due-on-sale" provisions which would impair  
or threaten to impair any recovery under any related primary mortgage insurance 
policy. See "Prepayment and Yield Considerations" in the Prospectus.            
Acceleration of Mortgage Loans as a result of enforcement of such "due-on-sale" 
provisions in connection with transfers of the related mortgaged properties or  
the occurrence of certain other events resulting in acceleration would affect   
the level of prepayments on the Mortgage Loans, thereby affecting the weighted  
average lives of the classes of the Offered Certificates.                       

As described in this Prospectus Supplement under "Description of the      
Certificates -- Principal," the Senior Prepayment Percentage of the applicable  
Non-PO Percentage of all principal prepayments (excluding for this purpose,     
liquidations due to default, casualty, condemnation and the like) initially     
will be distributed to holders of the classes of Senior Certificates (other     
than the Class A-PO Certificates) then entitled to receive principal prepayment 
distributions. This may result in all (or a disproportionate percentage) of     
those principal prepayments being distributed to holders of the Senior          
Certificates (other than the Class A-PO Certificates) and none (or less than    
their pro rata share) of such principal prepayments being distributed to        
holders of the Subordinate Certificates during the periods of time described in 
the definition of "Senior Prepayment Percentage."                               

As described herein under "Description of the Certificates -- Principal," 
unless the balances of the Class A-1, Class A-2, Class A-4, Class A-5, Class A- 
6, Class A-7 and Class A-8 Certificates have been reduced to zero, the Class A- 
3 Certificates will not be entitled to any distributions of principal for five  

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years following the Closing Date, and during the next five years the percentage 
of principal payments allocated to the Class A-3 Certificates will gradually    
increase.                                                                       

Assumptions Relating to Tables                                                  

The tables beginning on page S-61 (the "Decrement Tables") have been      
prepared on the basis of the following assumptions (the "Modeling               
Assumptions"):                                                                  

  (a) the Mortgage Pool consists of two hypothetical mortgage loans having
the following characteristics:                                              

                                                                [Download Table]

     Unpaid          Mortgage     Remaining Term    Age   
Principal Balance  Interest Rate     (Months)     (Months)
-----------------  -------------  --------------  --------
                                                          
$ 46,416,958.74    6.6486184587%       358            1   
$453,959,663.52    7.2295939462%       357            1   

(b) the initial balances and pass-through rates for the Offered       
Certificates are as set forth in the table beginning on page S-4;           

(c) there are no Net Interest Shortfalls, delinquencies or Realized   
Losses with respect to the Mortgage Loans;                                  

(d) scheduled payments of principal and interest with respect to the  
Mortgage Loans are received on the applicable due date beginning on April   
1, 1999;                                                                    

(e) there are no partial prepayments and all prepayments in full are  
received, together with a 30 days' interest thereon, on the last day of     
each month beginning in March 1999;                                         

(f) the Mortgage Loans prepay at the indicated percentages of PSA;    

(g) optional termination of the Trust does not occur;                 

 (h) no Mortgage Loans are required to be repurchased from the Trust and
no Mortgage Loans are substituted for the Mortgage Loans included in the    
Trust on the Closing Date;                                                  

(i) the Certificates are issued on the Closing Date; and              

(j) cash payments on the Certificates are received on the 25th day of 
each month beginning in April 1999 in accordance with the priorities and    
amounts described in this Prospectus Supplement under "Description of the   
Certificates."                                                              

 Although the characteristics of the mortgage loans for the Decrement Tables
have been prepared on the basis of the weighted average characteristics of the  
Mortgage Loans which are expected to be in the Mortgage Pool, there is no       
assurance that the Modeling Assumptions will reflect the actual characteristics 
or performance of the Mortgage Loans or that the performance of the Offered     
Certificates will conform to the results set forth in the tables.               

Weighted Average Lives of the Offered Certificates                              

Weighted average life of a class of Offered Certificates refers to the    
average amount of time that will elapse from the date of issuance of the        
Certificate until each dollar in reduction of its balance is distributed to     
investors. The weighted average lives of classes of Offered Certificates will   
be influenced by, among other things, the rate at which principal of the        
Mortgage Loans is paid, which may be in the form of scheduled principal         
payments or principal prepayments (for this purpose, the term "prepayments"     
includes prepayments and liquidations due to default, casualty, condemnation    
and the                                                                         

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like), the timing of changes in such rate of principal payments and the         
priority sequence of distributions of principal of such Offered Certificates.   
The interaction of the foregoing factors may have different effects on each     
class of Offered Certificates and the effects on any such class may vary at     
different times during the life of such class. Accordingly, no assurance can be 
given as to the weighted average life of any such class of Offered              
Certificates. For an example of how the weighted average lives of the Offered   
Certificates are affected by the foregoing factors at various constant          
percentages of PSA, see the Decrement Tables set forth below.                   

The weighted average life of any class of Certificates will vary in       
sensitivity to the rate of prepayments on the Mortgage Loans. In particular,    
the weighted average life of the Class A-10 Certificates will be extremely      
sensitive to the rate of prepayments on the Mortgage Loans, because that class  
supports the classes of PAC Certificates, the Class A-14 PAC Component, the TAC 
Certificates and the Class A-14 TAC Component. After the PAC Principal Amounts  
of the classes of PAC Certificates and the Class A-14 PAC Component and the TAC 
Principal Amount of the TAC Group have been distributed on a Distribution Date, 
principal payments for such Distribution Date will be applied to the Class A-10 
Certificates until their class balance has been reduced to zero. Further, the   
Class A-10 Certificates will receive no distributions in reduction of principal 
on such Distribution Date from the Senior Principal Distribution Amount if the  
portion of the Senior Principal Distribution Amount available to make           
distributions of principal to such classes of PAC Certificates, the Class A-14  
PAC Component and the TAC Group in accordance with the priorities set forth     
under "Description of Certificates -- Principal --Senior Principal Distribution 
Amount" is equal to or less than the PAC Principal Amounts and the TAC          
Principal Amount on such Distribution Date.                                     

  Prepayments on mortgage loans are commonly measured relative to a prepayment
standard or model. The prepayment model used in this Prospectus Supplement is   
the Prepayment Standard Assumption ("PSA"), which represents an assumed rate of 
principal prepayment each month relative to the then-outstanding principal      
balance of a pool of mortgage loans for the life of such mortgage loans. A      
prepayment assumption of 100% PSA assumes constant prepayment rates of 0.2% per 
annum of the then-outstanding principal balance of such mortgage loans in the   
first month of the life of the mortgage 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 mortgage loans, 100%  
PSA assumes a constant prepayment rate of 6% per annum each month. As used in   
the table below, "0% PSA" assumes prepayment rates equal to 0% of PSA, i.e., no 
prepayments. Correspondingly, "275% PSA" assumes prepayment rates equal to 275% 
of PSA, and so forth. PSA does not purport to be a historical description of    
prepayment experience or a prediction of the anticipated rate of prepayment of  
any pool of mortgage loans, including the Mortgage Loans. The Depositor         
believes that no existing statistics of which it is aware provide a reliable    
basis for investors to predict the amount or the timing of receipt of           
prepayments on the Mortgage Loans.                                              

 The Decrement Tables set forth below have been prepared on the basis of the
Modeling Assumptions described above under "-- Assumptions Relating to Tables." 
There will likely be discrepancies between the characteristics of the actual    
Mortgage Loans included in the Mortgage Pool and the characteristics of the     
Mortgage Loans assumed in preparing the Decrement Tables. Any such discrepancy  
may have an effect upon the percentages of initial class balances outstanding   
set forth in the Decrement Tables (and the weighted average lives of the        
Offered Certificates). In addition, to the extent that the Mortgage Loans that  
actually are included in the Mortgage Pool have characteristics that differ     
from those assumed in preparing the following Decrement Tables, the class       
balance of a class of Offered Certificates could be reduced to zero earlier or  
later than indicated by such Decrement Tables.                                  

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 Furthermore, the information contained in the Decrement Tables with respect
to the weighted average life of any Offered Certificate is not necessarily      
indicative of the weighted average life of that class of Offered Certificates   
that might be calculated or projected under different or varying prepayment     
assumptions.                                                                    

It is not likely that (i) all of the Mortgage Loans will have the interest
rates or remaining terms to maturity assumed or (ii) the Mortgage Loans will    
prepay at the indicated percentage of PSA until maturity. In addition, the      
diverse remaining terms to maturity of the Mortgage Loans (which includes many  
recently originated Mortgage Loans) could produce slower or faster reductions   
of the class balances than indicated in the Decrement Tables at the various     
percentages of PSA specified.                                                   

  Based upon the Modeling Assumptions, the following Decrement Tables indicate
the projected weighted average life of each class of the Offered Certificates   
and set forth the percentages of the initial class balance of each class that   
would be outstanding after each of the dates shown at various constant          
percentages of the PSA.                                                         

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                     Class A-1                 Class A-2        
                             ------------------------- -------------------------
Distribution Date             0%   100% 275% 400% 500%  0%   100% 275% 400% 500%
-----------------            ----- ---- ---- ---- ---- ----- ---- ---- ---- ----
                                                                                
Initial Percentage..........   100  100  100  100  100   100  100  100  100  100
March 25, 2000..............    99   96   93   90   88    99   97   94   91   90
March 25, 2001..............    97   90   77   68   61    98   91   80   73   67
March 25, 2002..............    95   80   56   40   29    96   83   63   50   40
March 25, 2003..............    94   71   38   19    6    95   76   48   32   21
March 25, 2004..............    92   63   24    3    0    93   69   36   18    7
March 25, 2005..............    90   55   13    0    0    92   62   26   10    *
March 25, 2006..............    88   48    4    0    0    90   57   19    4    0
March 25, 2007..............    86   42    0    0    0    88   51   14    *    0
March 25, 2008..............    84   37    0    0    0    86   47   10    0    0
March 25, 2009..............    81   32    0    0    0    84   42    7    0    0
March 25, 2010..............    79   27    0    0    0    82   39    5    0    0
March 25, 2011..............    76   23    0    0    0    80   35    3    0    0
March 25, 2012..............    73   19    0    0    0    77   31    1    0    0
March 25, 2013..............    70   15    0    0    0    75   28    *    0    0
March 25, 2014..............    67   11    0    0    0    72   25    0    0    0
March 25, 2015..............    63    8    0    0    0    69   22    0    0    0
March 25, 2016..............    59    4    0    0    0    65   19    0    0    0
March 25, 2017..............    55    1    0    0    0    62   17    0    0    0
March 25, 2018..............    50    0    0    0    0    58   14    0    0    0
March 25, 2019..............    46    0    0    0    0    54   12    0    0    0
March 25, 2020..............    40    0    0    0    0    50    9    0    0    0
March 25, 2021..............    35    0    0    0    0    45    7    0    0    0
March 25, 2022..............    29    0    0    0    0    40    5    0    0    0
March 25, 2023..............    22    0    0    0    0    35    4    0    0    0
March 25, 2024..............    16    0    0    0    0    29    2    0    0    0
March 25, 2025..............     8    0    0    0    0    22    *    0    0    0
March 25, 2026..............     *    0    0    0    0    16    0    0    0    0
March 25, 2027..............     0    0    0    0    0     9    0    0    0    0
March 25, 2028..............     0    0    0    0    0     1    0    0    0    0
March 25, 2029..............     0    0    0    0    0     0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1).............. 17.47 7.76 3.58 2.74 2.37 19.13 9.98 4.59 3.31 2.79

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.05%, but greater than zero.                                   

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at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                   Class A-3                  Class A-4         
                          --------------------------- --------------------------
Distribution Date          0%   100%  275%  400% 500%  0%   100%  275% 400% 500%
-----------------         ----- ----- ----- ---- ---- ----- ----- ---- ---- ----
                                                                                
Initial Percentage.......   100   100   100  100  100   100   100  100  100  100
March 25, 2000...........   100   100   100  100  100   100   100  100  100  100
March 25, 2001...........   100   100   100  100  100   100   100  100  100  100
March 25, 2002...........   100   100   100  100  100   100   100  100  100  100
March 25, 2003...........   100   100   100  100  100   100   100  100  100  100
March 25, 2004...........   100   100   100  100  100   100   100  100  100    0
March 25, 2005...........   100    98    94   91   88   100   100  100    0    0
March 25, 2006...........    99    95    87   80   74   100   100  100    0    0
March 25, 2007...........    98    90    76   66   57   100   100   55    0    0
March 25, 2008...........    96    84    65   52   38   100   100    0    0    0
March 25, 2009...........    94    78    53   39   26   100   100    0    0    0
March 25, 2010...........    92    71    43   29   18   100   100    0    0    0
March 25, 2011...........    90    65    35   21   12   100   100    0    0    0
March 25, 2012...........    87    59    28   16    8   100   100    0    0    0
March 25, 2013...........    84    54    23   12    6   100   100    0    0    0
March 25, 2014...........    81    49    19    8    4   100   100    0    0    0
March 25, 2015...........    78    44    15    6    3   100   100    0    0    0
March 25, 2016...........    74    40    12    4    2   100   100    0    0    0
March 25, 2017...........    71    36     9    3    1   100   100    0    0    0
March 25, 2018...........    67    32     7    2    1   100    62    0    0    0
March 25, 2019...........    63    28     6    2    *   100     5    0    0    0
March 25, 2020...........    58    24     4    1    *   100     0    0    0    0
March 25, 2021...........    53    21     3    1    *   100     0    0    0    0
March 25, 2022...........    48    18     3    1    *   100     0    0    0    0
March 25, 2023...........    42    15     2    *    *   100     0    0    0    0
March 25, 2024...........    36    12     1    *    *   100     0    0    0    0
March 25, 2025...........    29     9     1    *    *   100     0    0    0    0
March 25, 2026...........    22     6     1    *    *   100     0    0    0    0
March 25, 2027...........    15     4     *    *    *     0     0    0    0    0
March 25, 2028...........     7     2     *    *    *     0     0    0    0    0
March 25, 2029...........     0     0     0    0    0     0     0    0    0    0
Weighted Average Life                                                           
 (in years)(1)........... 21.36 15.85 11.41 9.87 8.89 27.36 19.26 8.10 5.54 4.54

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                  Class A-5                   Class A-6         
                          -------------------------- ---------------------------
Distribution Date          0%   100%  275% 400% 500%  0%   100%  275%  400% 500%
-----------------         ----- ----- ---- ---- ---- ----- ----- ----- ---- ----
                                                                                
Initial Percentage.......   100   100  100  100  100   100   100   100  100  100
March 25, 2000...........   100   100  100  100  100   100   100   100  100  100
March 25, 2001...........   100   100  100  100  100   100   100   100  100  100
March 25, 2002...........   100   100  100  100  100   100   100   100  100  100
March 25, 2003...........   100   100  100  100  100   100   100   100  100  100
March 25, 2004...........   100   100  100  100   37   100   100   100  100  100
March 25, 2005...........   100   100  100   70    0   100   100   100  100    4
March 25, 2006...........   100   100  100    0    0   100   100   100   73    0
March 25, 2007...........   100   100  100    0    0   100   100   100    5    0
March 25, 2008...........   100   100   75    0    0   100   100   100    0    0
March 25, 2009...........   100   100   31    0    0   100   100   100    0    0
March 25, 2010...........   100   100    0    0    0   100   100    94    0    0
March 25, 2011...........   100   100    0    0    0   100   100    56    0    0
March 25, 2012...........   100   100    0    0    0   100   100    25    0    0
March 25, 2013...........   100   100    0    0    0   100   100     *    0    0
March 25, 2014...........   100   100    0    0    0   100   100     0    0    0
March 25, 2015...........   100   100    0    0    0   100   100     0    0    0
March 25, 2016...........   100   100    0    0    0   100   100     0    0    0
March 25, 2017...........   100   100    0    0    0   100   100     0    0    0
March 25, 2018...........   100   100    0    0    0   100   100     0    0    0
March 25, 2019...........   100   100    0    0    0   100   100     0    0    0
March 25, 2020...........   100    69    0    0    0   100   100     0    0    0
March 25, 2021...........   100    36    0    0    0   100   100     0    0    0
March 25, 2022...........   100     6    0    0    0   100   100     0    0    0
March 25, 2023...........   100     0    0    0    0   100    70     0    0    0
March 25, 2024...........   100     0    0    0    0   100    35     0    0    0
March 25, 2025...........   100     0    0    0    0   100     2     0    0    0
March 25, 2026...........   100     0    0    0    0   100     0     0    0    0
March 25, 2027...........    54     0    0    0    0   100     0     0    0    0
March 25, 2028...........     0     0    0    0    0    16     0     0    0    0
March 25, 2029...........     0     0    0    0    0     0     0     0    0    0
Weighted Average Life                                                           
 (in years)(1)........... 28.08 21.63 9.63 6.25 4.98 28.82 24.63 12.31 7.38 5.68

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                  Class A-7                    Class A-8          
                         ---------------------------- ----------------------------
Distribution Date         0%   100%  275%  400%  500%  0%   100%  275%  400%  500%
-----------------        ----- ----- ----- ----- ---- ----- ----- ----- ----- ----
                                                                                  
Initial Percentage......   100   100   100   100  100   100   100   100   100  100
March 25, 2000..........   100   100   100   100  100   100   100   100   100  100
March 25, 2001..........   100   100   100   100  100   100   100   100   100  100
March 25, 2002..........   100   100   100   100  100   100   100   100   100  100
March 25, 2003..........   100   100   100   100  100   100   100   100   100  100
March 25, 2004..........   100   100   100   100  100   100   100   100   100  100
March 25, 2005..........   100   100   100   100  100   100   100   100   100  100
March 25, 2006..........   100   100   100   100   28   100   100   100   100   28
March 25, 2007..........   100   100   100   100    0   100   100   100   100    0
March 25, 2008..........   100   100   100    70    0   100   100   100    70    0
March 25, 2009..........   100   100   100    52    0   100   100   100    52    0
March 25, 2010..........   100   100   100    39    0   100   100   100    39    0
March 25, 2011..........   100   100   100    29    0   100   100   100    29    0
March 25, 2012..........   100   100   100    21    0   100   100   100    21    0
March 25, 2013..........   100   100   100    16    0   100   100   100    16    0
March 25, 2014..........   100   100    81    11    0   100   100    81    11    0
March 25, 2015..........   100   100    65     8    0   100   100    65     8    0
March 25, 2016..........   100   100    52     6    0   100   100    52     6    0
March 25, 2017..........   100   100    41     4    0   100   100    41     4    0
March 25, 2018..........   100   100    32     3    0   100   100    32     3    0
March 25, 2019..........   100   100    25     2    0   100   100    25     2    0
March 25, 2020..........   100   100    20     2    0   100   100    20     2    0
March 25, 2021..........   100   100    15     1    0   100   100    15     1    0
March 25, 2022..........   100   100    11     1    0   100   100    11     1    0
March 25, 2023..........   100   100     8     *    0   100   100     8     *    0
March 25, 2024..........   100   100     6     *    0   100   100     6     *    0
March 25, 2025..........   100   100     4     *    0   100   100     4     *    0
March 25, 2026..........   100    73     3     *    0   100    73     3     *    0
March 25, 2027..........   100    45     1     *    0   100    45     1     *    0
March 25, 2028..........   100    19     1     *    0   100    19     1     *    0
March 25, 2029..........     0     0     0     0    0     0     0     0     0    0
Weighted Average Life                                                             
 (in years)(1).......... 29.47 27.90 18.16 11.20 6.79 29.47 27.90 18.16 11.20 6.79

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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                                                                [Download Table]

                                                              Class A-9         
                                                      --------------------------
Distribution Date                                      0%   100%  275% 400% 500%
-----------------                                     ----- ----- ---- ---- ----
                                                                                
Initial Percentage...................................   100   100  100  100  100
March 25, 2000.......................................    99    97   95   93   91
March 25, 2001.......................................    98    92   83   77   72
March 25, 2002.......................................    97    86   68   57   49
March 25, 2003.......................................    96    79   56   42   33
March 25, 2004.......................................    94    73   45   31   21
March 25, 2005.......................................    93    68   37   22   14
March 25, 2006.......................................    91    62   30   16    9
March 25, 2007.......................................    90    58   24   12    6
March 25, 2008.......................................    88    53   20    9    4
March 25, 2009.......................................    86    49   16    6    3
March 25, 2010.......................................    84    45   13    5    2
March 25, 2011.......................................    82    41   11    4    1
March 25, 2012.......................................    79    37    9    3    1
March 25, 2013.......................................    77    34    7    2    1
March 25, 2014.......................................    74    31    6    1    *
March 25, 2015.......................................    71    28    5    1    *
March 25, 2016.......................................    68    25    4    1    *
March 25, 2017.......................................    65    22    3    1    *
March 25, 2018.......................................    61    20    2    *    *
March 25, 2019.......................................    57    17    2    *    *
March 25, 2020.......................................    53    15    1    *    *
March 25, 2021.......................................    48    13    1    *    *
March 25, 2022.......................................    44    11    1    *    *
March 25, 2023.......................................    38     9    1    *    *
March 25, 2024.......................................    33     7    *    *    *
March 25, 2025.......................................    27     6    *    *    *
March 25, 2026.......................................    20     4    *    *    *
March 25, 2027.......................................    13     2    *    *    *
March 25, 2028.......................................     6     1    *    *    *
March 25, 2029.......................................     0     0    0    0    0
Weighted Average Life                                                           
 (in years)(1)....................................... 19.84 11.41 5.93 4.36 3.61

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                                  Class A-10                    
                               -------------------------------------------------
Distribution Date               0%   100%  125%  250%  275%  295% 400% 500% 800%
-----------------              ----- ----- ----- ----- ----- ---- ---- ---- ----
                                                                                
Initial Percentage............   100   100   100   100   100  100  100  100  100
March 25, 2000................   107   107   107   107    99   93   60   29    0
March 25, 2001................   114   114   114   114    88   67    0    0    0
March 25, 2002................   121   121   121   121    75   38    0    0    0
March 25, 2003................   130   130   130   130    69   22    0    0    0
March 25, 2004................   138   138   138   138    70   18    0    0    0
March 25, 2005................   148   148   148   148    75   19    0    0    0
March 25, 2006................   157   157   157   157    80   20    0    0    0
March 25, 2007................   168   168   168   168    85   22    0    0    0
March 25, 2008................   179   179   179   179    91   23    0    0    0
March 25, 2009................   191   191   191   191    97   25    0    0    0
March 25, 2010................   204   204   204   204   103   26    0    0    0
March 25, 2011................   218   218   218   218   110   28    0    0    0
March 25, 2012................   232   232   232   215   118   30    0    0    0
March 25, 2013................   248   248   248   177   125   32    0    0    0
March 25, 2014................   264   264   264   145   112   34    0    0    0
March 25, 2015................   282   282   282   118    90   37    0    0    0
March 25, 2016................   301   301   301    96    72   39    0    0    0
March 25, 2017................   321   321   321    78    57   42    0    0    0
March 25, 2018................   343   343   293    62    45   34    0    0    0
March 25, 2019................   366   346   254    50    35   26    0    0    0
March 25, 2020................   390   301   218    39    27   20    0    0    0
March 25, 2021................   416   259   184    30    21   15    0    0    0
March 25, 2022................   444   219   153    23    16   11    0    0    0
March 25, 2023................   474   182   125    17    11    8    0    0    0
March 25, 2024................   506   146    99    13     8    6    0    0    0
March 25, 2025................   531   112    75     9     6    4    0    0    0
March 25, 2026................   403    80    52     6     4    2    0    0    0
March 25, 2027................   266    50    32     3     2    1    0    0    0
March 25, 2028................   119    21    13     1     1    *    0    0    0
March 25, 2029................     0     0     0     0     0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1)................ 27.98 24.34 23.15 17.31 15.23 8.85 1.11 0.82 0.51

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                                          Class A-11            
                                              ----------------------------------
Distribution Date                              0%  100% 125% 275% 400% 500% 800%
-----------------                             ---- ---- ---- ---- ---- ---- ----
                                                                                
Initial Percentage...........................  100  100  100  100  100  100  100
March 25, 2000...............................  100   99   98   98   98   98   98
March 25, 2001...............................   95   77   72   72   72   72   72
March 25, 2002...............................   90   48   37   37   37   37   18
March 25, 2003...............................   84   19    4    4    4    4    0
March 25, 2004...............................   78    0    0    0    0    0    0
March 25, 2005...............................   72    0    0    0    0    0    0
March 25, 2006...............................   65    0    0    0    0    0    0
March 25, 2007...............................   58    0    0    0    0    0    0
March 25, 2008...............................   50    0    0    0    0    0    0
March 25, 2009...............................   42    0    0    0    0    0    0
March 25, 2010...............................   33    0    0    0    0    0    0
March 25, 2011...............................   23    0    0    0    0    0    0
March 25, 2012...............................   13    0    0    0    0    0    0
March 25, 2013...............................    2    0    0    0    0    0    0
March 25, 2014...............................    0    0    0    0    0    0    0
March 25, 2015...............................    0    0    0    0    0    0    0
March 25, 2016...............................    0    0    0    0    0    0    0
March 25, 2017...............................    0    0    0    0    0    0    0
March 25, 2018...............................    0    0    0    0    0    0    0
March 25, 2019...............................    0    0    0    0    0    0    0
March 25, 2020...............................    0    0    0    0    0    0    0
March 25, 2021...............................    0    0    0    0    0    0    0
March 25, 2022...............................    0    0    0    0    0    0    0
March 25, 2023...............................    0    0    0    0    0    0    0
March 25, 2024...............................    0    0    0    0    0    0    0
March 25, 2025...............................    0    0    0    0    0    0    0
March 25, 2026...............................    0    0    0    0    0    0    0
March 25, 2027...............................    0    0    0    0    0    0    0
March 25, 2028...............................    0    0    0    0    0    0    0
March 25, 2029...............................    0    0    0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1)............................... 8.61 2.95 2.66 2.66 2.66 2.66 2.44

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  

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at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                                         Class A-12             
                                             -----------------------------------
Distribution Date                             0%   100% 125% 275% 400% 500% 800%
-----------------                            ----- ---- ---- ---- ---- ---- ----
                                                                                
Initial Percentage..........................   100  100  100  100  100  100  100
March 25, 2000..............................   100  100  100  100  100  100  100
March 25, 2001..............................   100  100  100  100  100  100  100
March 25, 2002..............................   100  100  100  100  100  100  100
March 25, 2003..............................   100  100  100  100  100  100   47
March 25, 2004..............................   100   92   73   73   73   73   11
March 25, 2005..............................   100   67   44   44   44   44    0
March 25, 2006..............................   100   43   22   22   22   22    0
March 25, 2007..............................   100   21    8    8    8    8    0
March 25, 2008..............................   100    *    0    0    0    0    0
March 25, 2009..............................   100    0    0    0    0    0    0
March 25, 2010..............................   100    0    0    0    0    0    0
March 25, 2011..............................   100    0    0    0    0    0    0
March 25, 2012..............................   100    0    0    0    0    0    0
March 25, 2013..............................   100    0    0    0    0    0    0
March 25, 2014..............................    89    0    0    0    0    0    0
March 25, 2015..............................    76    0    0    0    0    0    0
March 25, 2016..............................    62    0    0    0    0    0    0
March 25, 2017..............................    47    0    0    0    0    0    0
March 25, 2018..............................    30    0    0    0    0    0    0
March 25, 2019..............................    12    0    0    0    0    0    0
March 25, 2020..............................     0    0    0    0    0    0    0
March 25, 2021..............................     0    0    0    0    0    0    0
March 25, 2022..............................     0    0    0    0    0    0    0
March 25, 2023..............................     0    0    0    0    0    0    0
March 25, 2024..............................     0    0    0    0    0    0    0
March 25, 2025..............................     0    0    0    0    0    0    0
March 25, 2026..............................     0    0    0    0    0    0    0
March 25, 2027..............................     0    0    0    0    0    0    0
March 25, 2028..............................     0    0    0    0    0    0    0
March 25, 2029..............................     0    0    0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1).............................. 17.70 6.80 6.00 6.00 6.00 6.00 4.11

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
*  Less than 0.5%, but greater than zero.                                       

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                                            Class A-13          
                                                   -----------------------------
Distribution Date                                   0%  100% 250% 275% 400% 500%
-----------------                                  ---- ---- ---- ---- ---- ----
                                                                                
Initial Percentage................................  100  100  100  100  100  100
March 25, 2000....................................   94   90   83   83   83   83
March 25, 2001....................................   90   86   66   66   60   45
March 25, 2002....................................   86   82   45   45   23    0
March 25, 2003....................................   81   77   27   27    0    0
March 25, 2004....................................   77   73   13   13    0    0
March 25, 2005....................................   72   68    3    3    0    0
March 25, 2006....................................   66   62    0    0    0    0
March 25, 2007....................................   60   57    0    0    0    0
March 25, 2008....................................   54   50    0    0    0    0
March 25, 2009....................................   48   36    0    0    0    0
March 25, 2010....................................   41   19    0    0    0    0
March 25, 2011....................................   33    1    0    0    0    0
March 25, 2012....................................   26    0    0    0    0    0
March 25, 2013....................................   17    0    0    0    0    0
March 25, 2014....................................    8    0    0    0    0    0
March 25, 2015....................................    0    0    0    0    0    0
March 25, 2016....................................    0    0    0    0    0    0
March 25, 2017....................................    0    0    0    0    0    0
March 25, 2018....................................    0    0    0    0    0    0
March 25, 2019....................................    0    0    0    0    0    0
March 25, 2020....................................    0    0    0    0    0    0
March 25, 2021....................................    0    0    0    0    0    0
March 25, 2022....................................    0    0    0    0    0    0
March 25, 2023....................................    0    0    0    0    0    0
March 25, 2024....................................    0    0    0    0    0    0
March 25, 2025....................................    0    0    0    0    0    0
March 25, 2026....................................    0    0    0    0    0    0
March 25, 2027....................................    0    0    0    0    0    0
March 25, 2028....................................    0    0    0    0    0    0
March 25, 2029....................................    0    0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1).................................... 9.07 7.56 2.91 2.91 2.21 1.85

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                                     Class A-14                 
                                     -------------------------------------------
Distribution Date                     0%   100%  125%  250% 275%  400% 500% 800%
-----------------                    ----- ----- ----- ---- ----- ---- ---- ----
                                                                                
Initial Percentage..................   100   100   100  100   100  100  100  100
March 25, 2000......................   106   106   106  106   106  106  106  106
March 25, 2001......................   112   112   112  112   112  112  112  112
March 25, 2002......................   118   118   118  118   118  118  117   14
March 25, 2003......................   125   125   125  125   125  120   61   14
March 25, 2004......................   133   133   133  133   133   91   34   14
March 25, 2005......................   141   141   141  141   141   79   27    7
March 25, 2006......................   149   149   149  130   133   71   27    0
March 25, 2007......................   158   158   158  111   116   64   27    0
March 25, 2008......................   168   168   166   88    96   55   25    0
March 25, 2009......................   178   169   169   60    71   41   17    0
March 25, 2010......................   189   175   175   35    50   30   12    0
March 25, 2011......................   201   187   147   14    32   22    8    0
March 25, 2012......................   214   162   120    0    17   16    5    0
March 25, 2013......................   227   136    95    0     4   12    4    0
March 25, 2014......................   241   111    71    0     0    9    2    0
March 25, 2015......................   253    86    48    0     0    6    2    0
March 25, 2016......................   247    62    26    0     0    5    1    0
March 25, 2017......................   241    39     5    0     0    3    1    0
March 25, 2018......................   234    16     0    0     0    2    *    0
March 25, 2019......................   227     0     0    0     0    2    *    0
March 25, 2020......................   210     0     0    0     0    1    *    0
March 25, 2021......................   173     0     0    0     0    1    *    0
March 25, 2022......................   133     0     0    0     0    1    *    0
March 25, 2023......................    91     0     0    0     0    *    *    0
March 25, 2024......................    46     0     0    0     0    *    *    0
March 25, 2025......................     0     0     0    0     0    *    *    0
March 25, 2026......................     0     0     0    0     0    *    *    0
March 25, 2027......................     0     0     0    0     0    *    *    0
March 25, 2028......................     0     0     0    0     0    *    *    0
March 25, 2029......................     0     0     0    0     0    0    0    0
Weighted Average Life                                                           
 (in years)(1)...................... 22.86 15.74 14.45 9.61 10.18 8.62 5.63 2.87

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                    

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                                        Class A-R and Class A-LR
                                                        ------------------------
Distribution Date                                        0%  100% 275% 400% 500%
-----------------                                       ---- ---- ---- ---- ----
                                                                                
Initial Percentage.....................................  100  100  100  100  100
March 25, 2000.........................................    0    0    0    0    0
March 25, 2001.........................................    0    0    0    0    0
March 25, 2002.........................................    0    0    0    0    0
March 25, 2003.........................................    0    0    0    0    0
March 25, 2004.........................................    0    0    0    0    0
March 25, 2005.........................................    0    0    0    0    0
March 25, 2006.........................................    0    0    0    0    0
March 25, 2007.........................................    0    0    0    0    0
March 25, 2008.........................................    0    0    0    0    0
March 25, 2009.........................................    0    0    0    0    0
March 25, 2010.........................................    0    0    0    0    0
March 25, 2011.........................................    0    0    0    0    0
March 25, 2012.........................................    0    0    0    0    0
March 25, 2013.........................................    0    0    0    0    0
March 25, 2014.........................................    0    0    0    0    0
March 25, 2015.........................................    0    0    0    0    0
March 25, 2016.........................................    0    0    0    0    0
March 25, 2017.........................................    0    0    0    0    0
March 25, 2018.........................................    0    0    0    0    0
March 25, 2019.........................................    0    0    0    0    0
March 25, 2020.........................................    0    0    0    0    0
March 25, 2021.........................................    0    0    0    0    0
March 25, 2022.........................................    0    0    0    0    0
March 25, 2023.........................................    0    0    0    0    0
March 25, 2024.........................................    0    0    0    0    0
March 25, 2025.........................................    0    0    0    0    0
March 25, 2026.........................................    0    0    0    0    0
March 25, 2027.........................................    0    0    0    0    0
March 25, 2028.........................................    0    0    0    0    0
March 25, 2029.........................................    0    0    0    0    0
Weighted Average Life                                                           
 (in years)(1)......................................... 0.08 0.08 0.08 0.08 0.08

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  

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Percentage of Initial Class Balance Outstanding 
at the Respective Percentages of PSA Set Forth Below: 

                                                                [Download Table]

                                  Class A-PO              B-1, B-2 and B-3      
                          -------------------------- ---------------------------
Distribution Date          0%   100%  275% 400% 500%  0%   100%  275%  400% 500%
-----------------         ----- ----- ---- ---- ---- ----- ----- ----- ---- ----
                                                                                
Initial Percentage.......   100   100  100  100  100   100   100   100  100  100
March 25, 2000...........    99    97   95   93   91    99    99    99   99   99
March 25, 2001...........    98    92   84   77   73    98    98    98   98   98
March 25, 2002...........    96    86   69   59   51    97    97    97   97   97
March 25, 2003...........    95    80   57   44   35    96    96    96   96   96
March 25, 2004...........    94    74   47   33   24    94    94    94   94   94
March 25, 2005...........    92    68   39   25   17    93    91    88   85   83
March 25, 2006...........    91    63   32   18   11    91    87    80   75   71
March 25, 2007...........    89    58   26   14    8    90    83    71   63   57
March 25, 2008...........    87    53   21   10    5    88    77    60   49   42
March 25, 2009...........    85    49   17    8    4    86    71    49   37   29
March 25, 2010...........    83    45   14    6    3    84    65    40   27   20
March 25, 2011...........    80    41   11    4    2    82    60    33   20   13
March 25, 2012...........    78    37    9    3    1    79    54    26   15    9
March 25, 2013...........    75    34    7    2    1    77    49    21   11    6
March 25, 2014...........    73    31    6    2    1    74    45    17    8    4
March 25, 2015...........    70    28    5    1    *    71    40    14    6    3
March 25, 2016...........    66    25    4    1    *    68    36    11    4    2
March 25, 2017...........    63    22    3    1    *    65    32     9    3    1
March 25, 2018...........    59    20    2    *    *    61    29     7    2    1
March 25, 2019...........    56    17    2    *    *    57    25     5    2    1
March 25, 2020...........    51    15    1    *    *    53    22     4    1    *
March 25, 2021...........    47    13    1    *    *    48    19     3    1    *
March 25, 2022...........    42    11    1    *    *    44    16     2    1    *
March 25, 2023...........    37     9    1    *    *    38    13     2    *    *
March 25, 2024...........    32     7    *    *    *    33    11     1    *    *
March 25, 2025...........    26     6    *    *    *    27     8     1    *    *
March 25, 2026...........    20     4    *    *    *    20     6     1    *    *
March 25, 2027...........    13     3    *    *    *    13     4     *    *    *
March 25, 2028...........     6     1    *    *    *     6     2     *    *    *
March 25, 2029...........     0     0    0    0    0     0     0     0    0    0
Weighted Average Life                                                           
 (in years)(1)........... 19.58 11.44 6.09 4.55 3.81 19.84 14.83 10.83 9.47 8.77

--------                                                                        
(1) The weighted average life of a class of Certificates is determined by (i)   
multiplying the amount of each distribution in reduction of the balance 
  thereof by the number of years from the date of the issuance of such class
to the related Distribution Date, (ii) adding the results and (iii)     
dividing the sum by the initial balance of that class.                  
* Less than 0.5%, but greater than zero.                                      

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Yield on the Class A-14 Certificates                                            

 The Class A-14 Certificates are comprised of five components, each of which
may be affected differently by the rate and timing of principal payments        
(including prepayments) on the Mortgage Loans, which rate may fluctuate         
significantly from time to time, which in turn may affect the yield to          
investors in the Class A-14 Certificates.                                       

  The significance of the effects of prepayment on the Class A-14 Certificates
is illustrated in the following table which shows the pre-tax yield (on a       
corporate bond equivalent basis) to the holders of the Class A-14 Certificates  
under different constant percentages of PSA. The yields set forth were          
calculated using the Modeling Assumptions and the additional assumption that    
the Class A-14 Certificates are purchased on the Closing Date at the assumed    
purchase price of 103.00% of their class balance plus accrued interest from     
March 1, 1999 to (but not including) the Closing Date.                          

Sensitivity of the Class A-14 Certificates to Prepayments 
(Pre-Tax Yields to Maturity)

                                                                [Download Table]

                                            Percentage of PSA                  
                                -----------------------------------------------
                                 0%   100%  125%  250%  275%  400%  500%  800% 
                                ----  ----  ----  ----  ----  ----- ----- -----
                                                                               
Class A-14 Certificates........ 7.33% 7.01% 6.98% 7.05% 7.03% 7.12% 7.34% 7.41%

The yields set forth in the preceding table were calculated by (i)        
determining the monthly discount rates which, when applied to the assumed       
streams of cash flows to be paid on the Class A-14 Certificates, would cause    
the discounted present value of such assumed streams of cash flows to equal the 
assumed purchase price of the Class A-14 Certificates indicated above and (ii)  
converting such monthly rates to corporate bond equivalent rates. This          
calculation does not take into account the variations that may occur in the     
interest rates at which you may be able to reinvest funds received as payments  
of principal on the Class A-14 Certificates and consequently does not purport   
to reflect the return on any investment in the Class A-14 Certificates when     
such reinvestment rates are considered.                                         

Yield on the Class A-PO Certificates                                            

The Class A-PO Certificates are principal-only Certificates and, as such, 
will not be entitled to receive distributions of interest in respect of the     
Mortgage Loans. As a result, the Class A-PO Certificates will be offered at a   
substantial discount to their original principal amount.                        

The significance of the effects of prepayments on the Class A-PO          
Certificates is illustrated in the following table which shows the pre-tax      
yield (on a corporate bond equivalent basis) to the holders of Class A-PO       
Certificates under different constant percentages of PSA. The yields set forth  
were calculated using the Modeling Assumptions and the additional assumption    
that the Class A-PO Certificates are purchased on the Closing Date at an        
assumed purchase price equal to 68.00% of their class balance.                  

As indicated in the following table, because the Class A-PO Certificates  
represent the right to receive only a portion of the principal received with    
respect to the Discount Mortgage Loans, the yield to maturity on the Class A-PO 
Certificates will be extremely sensitive to the rate and timing of principal    
payments (including prepayments) on the Discount Mortgage Loans.                

 It is not likely that the Discount Mortgage Loans will prepay at a constant
rate until maturity, that all of the Discount Mortgage Loans will prepay at the 
same rate or that they will have the characteristics assumed. There can be no   
assurance that the Discount Mortgage Loans will prepay at any of the rates      
shown in the table or at any other particular rate. The timing of changes in    
the rate of prepayments may                                                     

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affect significantly the yield realized by a holder of a Class A-PO Certificate 
and there can be no assurance that your pre-tax yield on the Class A-PO         
Certificates will correspond to any of the pre-tax yields shown in this         
Prospectus Supplement. You must make your own decision as to the appropriate    
prepayment assumptions to be used in deciding whether to purchase a Class A-PO  
Certificate.                                                                    

Sensitivity of the Class A-PO Certificates to Prepayments 
(Pre-Tax Yields to Maturity)

                                                                [Download Table]

                                                      Percentage of PSA         
                                                  ----------------------------- 
                                                   0%   100%  275%  400%  500%  
                                                  ----  ----  ----  ----  ----- 
                                                                                
Class A-PO Certificates.......................... 2.05% 3.75% 7.27% 9.69% 11.51%

The yields set forth in the preceding table were calculated by (i)        
determining the monthly discount rates that, when applied to the assumed stream 
of cash flows to be paid on the Class A-PO Certificates, would cause the        
discounted present value of such assumed stream of cash flows to equal the      
assumed purchase price of the Class A-PO Certificates indicated above and (ii)  
converting such monthly rates to corporate bond equivalent rates. This          
calculation does not take into account variations that may occur in the         
interest rates at which you may be able to reinvest funds received as payments  
of principal of the Class A-PO Certificates and consequently does not purport   
to reflect the return on any investment in the Class A-PO Certificates when     
such reinvestment rates are considered.                                         

Yield on the Class A-R and Class A-LR Certificates                              

 The after-tax rate of return to the holder of the Class A-R Certificate and
the after-tax rate of return to the holder of the Class A-LR Certificates will  
reflect their pre-tax rate of return, reduced by the taxes required to be paid  
with respect to those Certificates. If you hold a Class A-R or Class A-LR       
Certificate, you may have tax liabilities during the early years of the         
applicable REMIC's term that substantially exceed any distributions payable     
thereon during any such period. In addition, the present value of the tax       
liabilities with respect to your Class A-R or Class A-LR Certificates may       
substantially exceed the present value of expected distributions on those       
certificates and of any tax benefits that may arise with respect to them.       
Accordingly, the after-tax rate of return on the Class A-R Certificate and the  
after-tax rate of return of the Class A-LR Certificate may be negative or may   
be otherwise significantly adversely affected. The timing and amount of taxable 
income attributable to the Class A-R Certificate and the timing and amount of   
taxable income attributable to the Class A-LR Certificate will depend on, among 
other things, the timing and amounts of prepayments and losses experienced with 
respect to the Mortgage Loans.                                                  

If you own a Class A-R or Class A-LR Certificate, you should consult your 
tax advisors regarding the effect of taxes and the receipt of any payments made 
in connection with the purchase of your Class A-R or Class A-LR Certificate on  
your after-tax rate of return. See "Federal Income Tax Consequences" in this    
Prospectus Supplement and in the Prospectus.                                    

Yield on the Subordinate Certificates                                           

 The weighted average life of, and the yield to maturity on, the Subordinate
Certificates, in increasing order of their numerical class designation, will be 
progressively more sensitive to the rate and timing of mortgagor defaults and   
the severity of ensuing losses on the Mortgage Loans. If the actual rate and    
severity of losses on the Mortgage Loans is higher than those you assumed, the  
actual yield to maturity of your Subordinate Certificate may be lower than the  
yield you expected. The timing of losses on Mortgage Loans will also affect     
your actual yield to maturity, even if the rate of defaults and severity of     
losses over the life of the Trust are consistent with your expectations. In     
general, the earlier a loss                                                     

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occurs, the greater the effect on an investor's yield to maturity. Realized     
Losses on the Mortgage Loans will be allocated to reduce the balance of the     
applicable class of Subordinate Certificates (as described in this Prospectus   
Supplement under "Description of the Certificates -- Allocation of Losses"),    
without the receipt of cash equal to the reduction. In addition, shortfalls in  
cash available for distributions on the Subordinate Certificates will result in 
a reduction in the balance of the class of Subordinate Certificates then        
outstanding with the highest numerical class designation if and to the extent   
that the aggregate balance of all classes of Certificates, following all        
distributions and the allocation of Realized Losses on a Distribution Date,     
exceeds the balance of the Mortgage Pool as of the due date occurring in the    
month of such Distribution Date. As a result of such reductions, less interest  
will accrue on that class of Subordinate Certificates than otherwise would be   
the case. The yield to maturity of the Subordinate Certificates will also be    
affected by the disproportionate allocation of principal prepayments to the     
Senior Certificates (other than the Class A-PO Certificates), Net Interest      
Shortfalls, other cash shortfalls in the Pool Distribution Amount and           
distribution of funds to holders of Class A-PO Certificates otherwise available 
for distribution on the Subordinate Certificates to the extent of reimbursement 
for Class A-PO Deferred Amounts. See "Description of the Certificates --        
Allocation of Losses" in this Prospectus Supplement.                          

If on any Distribution Date, the Fractional Interest for any class of     
Subordinate Certificates is less than its original Fractional Interest, all     
partial principal prepayments and principal prepayments in full available for   
distribution on the Subordinate Certificates will be allocated solely to that   
class and all other classes of Subordinate Certificates with lower numerical    
class designations, thereby accelerating the amortization thereof relative to   
that of the Restricted Classes and reducing the weighted average lives of the   
classes of Subordinate Certificates receiving such distributions. Accelerating  
the amortization of the classes of Subordinate Certificates with lower          
numerical class designations relative to the other classes of Subordinate       
Certificates is intended to preserve the availability of the subordination      
provided by those other classes.                                                

Yield Considerations with Respect tothe Class B-2 and Class B-3 Certificates    

  Defaults on mortgage loans may be measured relative to a default standard or
model. The model used in this Prospectus Supplement, the standard default       
assumption ("SDA"), represents an assumed rate of default each month relative   
to the outstanding performing principal balance of a pool of new mortgage       
loans. A default assumption of 100% SDA assumes constant default rates of 0.02% 
per annum of the outstanding principal balance of such mortgage loans in the    
first month of the life of the mortgage loans and an additional 0.02% per annum 
in each month thereafter until the 30th month. Beginning in the 30th month and  
in each month thereafter through the 60th month of the life of the mortgage     
loans, 100% SDA assumes a constant default rate of 0.60% per annum each month.  
Beginning in the 61st month and in each month thereafter through the 120th      
month of the life of the mortgage loans, 100% SDA assumes that the constant     
default rate declines each month by 0.0095% per annum, and that the constant    
default rate remains at 0.03% per annum in each month after the 120th month.    
For the following tables, it is assumed that there is no delay between the      
default and liquidation of the mortgage loans. As used in the following tables, 
"0% SDA" assumes no defaults. SDA is not a historical description of default    
experience or a prediction of the rate of default of any pool of mortgage loan. 

The following tables indicate the sensitivity of the pre-tax yield to     
maturity on the Class B-2 and Class B-3 Certificates to various rates of        
prepayment and varying levels of Realized Losses. The tables set forth below    
are based upon, among other things, the Modeling Assumptions (other than the    
assumption that no defaults shall have occurred with respect to the Mortgage    
Loans) and the additional                                                       

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assumption that liquidations (other than those scenarios indicated as 0% of SDA 
(no defaults)) occur monthly on the last day of the preceding month (other than 
on a due date) at the percentages of SDA set forth in the table.                

 In addition, it was assumed that (i) Realized Losses on liquidations of 25%
or 50% of the outstanding principal balance of the Liquidated Mortgage Loans,   
as indicated in the tables below (referred to as a "Loss Severity Percentage"), 
will occur at the time of liquidation, (ii) there are no Special Hazard Losses, 
Fraud Losses or Bankruptcy Losses and (iii) the Class B-2 and Class B-3         
Certificates are purchased on the Closing Date at assumed purchase prices equal 
to 96.00% and 89.00%, in each case, of their balance plus accrued interest from 
March 1, 1999 to (but not including) the Closing Date.                          

It is highly unlikely that the Mortgage Loans will have the precise       
characteristics referred to in this Prospectus Supplement or that they will     
prepay or liquidate at any of the rates specified or that the Realized Losses   
will be incurred according to one particular pattern. The assumed percentages   
of SDA and PSA and the Loss Severity Percentages shown below are for            
illustrative purposes only. Those assumptions may not be correct and the actual 
rates of prepayment and liquidation and loss severity experience of the         
Mortgage Loans may not correspond to any of the assumptions made in this        
Prospectus Supplement. For these reasons, and because the timing of cash flows  
is critical to determining yield, the pre-tax yield to maturity of the Class B- 
2 and Class B-3 Certificates are likely to differ from the pre-tax yields to    
maturity shown below.                                                           

The pre-tax yields to maturity set forth below were calculated by         
determining the monthly discount rates which, when applied to the assumed       
streams of cash flows to be paid on the Class B-2 and Class B-3 Certificates,   
would cause the discounted present value of those assumed streams of cash flows 
to equal the aggregate assumed purchase prices of the Class B-2 and Class B-3   
Certificates set forth above. In all cases, monthly rates were then converted   
to the semi-annual corporate bond equivalent yields shown below. Implicit in    
the use of any discounted present value or internal rate or return calculations 
such as these is the assumption that intermediate cash flows are reinvested at  
the discount rates at which investors may be able to reinvest funds received by 
them as distributions on the Class B-2 and Class B-3 Certificates.              
Consequently, these yields do not purport to reflect the total return on any    
investment in the Class B-2 and Class B-3 Certificates when reinvestment rates  
are considered.                                                                 

Sensitivity of Pre-Tax Yields to Maturity of the Class B-2
Certificates to Prepayments and Realized Losses 

                                                                [Download Table]

                                                    Percentage of PSA           
                                      Loss    --------------------------------- 
Percentage                          Severity                                    
of SDA                             Percentage   0%     100%   275%   400%  500% 
----------                         ---------- ------  ------  -----  ----  ---- 
                                                                                
  0% .............................      0%      6.95%   7.01%  7.10% 7.14% 7.17%
 50...............................     25       6.91    7.02   7.10  7.14  7.17 
 50...............................     50       6.89    7.00   7.10  7.14  7.17 
 75...............................     25       6.90    7.03   7.10  7.14  7.17 
 75...............................     50       4.37    6.66   7.11  7.15  7.17 
100...............................     25       6.89    7.01   7.10  7.14  7.17 
100...............................     50     (15.02)   2.86   7.11  7.14  7.17 
150...............................     25       4.56    6.76   7.11  7.15  7.17 
150...............................     50     (38.23) (32.37) (0.55) 4.20  7.18 

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Sensitivity of Pre-Tax Yields to Maturity of the Class B-3
Certificates to Prepayments and Realized Losses 

                                                                [Download Table]

                                                 Percentage of PSA              
                                 Loss    -------------------------------------- 
Percentage                     Severity                                         
of SDA                        Percentage   0%     100%    275%    400%    500%  
----------                    ---------- ------  ------  ------  ------  ------ 
                                                                                
  0%.........................      0%      7.72%   7.92%   8.18%   8.31%   8.40%
 50..........................     25       7.55    7.95    8.19    8.31    8.40 
 50..........................     50       3.75    7.44    8.20    8.32    8.41 
 75..........................     25       7.52    7.76    8.19    8.32    8.40 
 75..........................     50     (26.45) (18.41)   6.60    8.33    8.40 
100..........................     25       3.99    7.51    8.20    8.32    8.41 
100..........................     50     (39.67) (34.64)  (6.05)   4.43    8.41 
150..........................     25     (26.07) (17.55)   6.80    8.33    8.40 
150..........................     50     (59.96) (56.39) (48.36) (40.10) (18.31)

   The following table sets forth the amount of Realized Losses that would be   
incurred with respect to the Mortgage Loans, expressed as a percentage of the   
aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off 
Date.                                                                           

                           Aggregate Realized Losses                            


                                                 Percentage of PSA              
                                 Loss    -------------------------------------- 
Percentage                     Severity                                         
of SDA                        Percentage   0%     100%    275%    400%    500%  
----------                    ---------- ------  ------  ------  ------  ------ 
                                                                                
 50%.........................     25%      0.49%   0.39%   0.27%   0.22%   0.18%
 50..........................     50       0.98    0.77    0.54    0.44    0.37 
 75..........................     25       0.73    0.58    0.41    0.33    0.28 
 75..........................     50       1.46    1.15    0.81    0.65    0.55 
100..........................     25       0.97    0.77    0.54    0.43    0.37 
100..........................     50       1.93    1.53    1.08    0.87    0.74 
150..........................     25       1.44    1.14    0.81    0.65    0.55 
150..........................     50       2.88    2.28    1.61    1.29    1.10 

You should make your investment decisions based on your determinations of 
anticipated rates of prepayment and Realized Losses under a variety of          
scenarios. If you are purchasing Class B-2 or Class B-3 Certificates you should 
fully consider the risk that Realized Losses on the Mortgage Loans could result 
in the failure to fully recover your investments.                               

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CREDIT SUPPORT                                                                  

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The rights of holders of each class of Class B Certificates to receive    
distributions of principal and interest are subordinated to such rights of      
holders of the Class A Certificates and the holders of each class of Class B    
Certificates with a lower numerical designation. For example, the holders of    
the Class B-2 Certificates will not receive principal or interest on a          
Distribution Date until the holders of the Class A and Class B-1 Certificates   
have received the amounts to which they are entitled on that Distribution Date. 
The subordination described above is intended to increase the likelihood of     
receipt by holders of the Class A Certificates and the holders of the Class B   
Certificates with lower numerical class designations of the amount to which     
they are entitled on any Distribution Date and to provide those holders with    
protection against Realized Losses, other than Excess Losses.                   

The Class B Certificates also will provide limited protection against     
Special Hazard Losses, Bankruptcy Losses and Fraud Losses up to the Special     
Hazard Loss Amount, Bankruptcy Loss Amount                                      

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and Fraud Loss Amount, as described below. The applicable Non-PO Percentage of  
Realized Losses, other than Excess Losses, will be allocated to the class of    
Class B Certificates then outstanding with the highest numerical class          
designation. In addition, the balance of that class of Class B Certificates     
will be reduced by the amount of distributions on the Class A-PO Certificates   
in reimbursement for Class A-PO Deferred Amounts.                               

The Class B Certificates will provide protection to the classes of        
Certificates of higher relative priority against (i) Special Hazard Losses in   
an initial amount of approximately $5,093,858.04 (the "Special Hazard Loss      
Amount"), (ii) Bankruptcy Losses in an initial amount of approximately          
$145,566.42 (the "Bankruptcy Loss Amount") and (iii) Fraud Losses in an initial 
amount of approximately $5,003,766.22 (the "Fraud Loss Amount").                

 On any Distribution Date, the Special Hazard Loss Amount will be reduced to
equal the lesser of (a) the greatest of (i) 1% of the scheduled balance of the  
Mortgage Pool, (ii) twice the principal balance of the largest Mortgage Loan    
and (iii) the aggregate principal balance of the Mortgage Loans secured by      
mortgaged properties located in the single California postal zip code area      
having the highest aggregate principal balance of any zip code area and (b) the 
initial Special Hazard Loss Amount less any Special Hazard Losses incurred      
since the Closing Date. All principal balances for the purpose of this          
definition will be calculated as of the first day of the month preceding the    
Distribution Date after giving effect to scheduled installments of principal    
and interest due on the Mortgage Loans, whether or not paid.                    

For the period from the Closing Date through the first anniversary of the 
Cut-off Date, the Fraud Loss Amount equals the initial Fraud Loss Amount        
reduced by the cumulative amount of Fraud Losses allocated to the Certificates. 
After that period, the Fraud Loss Amount equals the lesser of (i) the initial   
Fraud Loss Amount reduced by the cumulative amount of Fraud Losses allocated to 
the Certificates and (ii) for each Distribution Date occurring (a) during the   
period from the day after the first anniversary through the third anniversary   
of the Cut-off Date, 1% of the scheduled balance of the Mortgage Pool, (b)      
during the period from the day after the third anniversary through the fifth    
anniversary of the Cut-off Date, 0.5% of the scheduled balance of the Mortgage  
Pool and (c) after the fifth anniversary of the Cut-off Date, zero.             

The Bankruptcy Loss Amount will be reduced, from time to time, by the     
Bankruptcy Losses allocated to the Certificates.                                

The amount of coverage provided by the Class B Certificates for Special   
Hazard Losses, Bankruptcy Losses and Fraud Losses may be cancelled or reduced   
if the ratings of the Certificates assigned by the Rating Agencies are not      
adversely affected. In addition, a reserve fund or other form of credit support 
may be substituted for the protection provided by the Class B Certificates for  
Special Hazard Losses, Bankruptcy Losses and Fraud Losses.                      

The Senior Certificates (other than the Class A-PO Certificates) will     
receive 100% of the Non-PO Percentage of principal prepayments received with    
respect to the Mortgage Loans until the fifth anniversary of the first          
Distribution Date. During the following four years, those Senior Certificates   
will receive a large, but generally decreasing, share of such principal         
prepayments. This disproportionate allocation of prepayments will result in an  
acceleration of the amortization of those Senior Certificates and will enhance  
the likelihood that holders of those Certificates will receive the entire       
amount of principal to which they are entitled. In addition to this             
acceleration mechanism, on any Distribution Date on which the Senior Percentage 
exceeds the initial Senior Percentage, the Senior Certificates (other than the  
Class A-PO Certificates) will be entitled to receive 100% of the Non-PO         
Percentage of principal prepayments received with respect to the Mortgage       
Loans. See "Description of the Certificates -- Principal" in this Prospectus    
Supplement.                                                                     

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USE OF PROCEEDS                                                                 

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The Depositor will apply the net proceeds of the sale of the Offered      
Certificates against the purchase price of the Mortgage Loans.                  

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FEDERAL INCOME TAX CONSEQUENCES                                                 

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

An election will be made to treat the Trust as two separate "real estate  
mortgage investment conduits" (the "Upper-Tier REMIC" and the "Lower-Tier       
REMIC" and each, a "REMIC") for federal income tax purposes under the Internal  
Revenue Code of 1986, as amended (the "Code").                                  

.Each class of Certificates (other than the Class A-14, Class A-R and Class 
  A-LR Certificates) and the Class A-14 PAC IO A Component, the Class A-14
 PAC IO B Component, the Class A-14 PAC Component, the Class A-14 TAC IO
Component and the Class A-14 TAC Component will be designated as      
"regular interests" in the Upper-Tier REMIC. Each such class of       
Certificates and the Class A-14 PAC IO A Component, the Class A-14 PAC
IO B Component, the Class A-14 PAC Component, the Class A-14 TAC IO   
Component and the Class A-14 TAC Component are "Regular Certificates" 
for purposes of the following discussion.                             

.The Class A-R and Class A-LR Certificates will be designated as the sole   
  class of "residual interests" in the Upper-Tier REMIC and the Lower-Tier
REMIC, respectively.                                                  

 See "Federal Income Tax Consequences -- Federal Income Tax Consequences for
REMIC Certificates" in the Prospectus.                                          

Regular Certificates                                                            

The Regular Certificates generally will be treated as debt instruments    
issued by the Upper-Tier REMIC for federal income tax purposes. Income on the   
Regular Certificates must be reported under an accrual method of accounting.    

It is anticipated that the regular interests represented by the Class A-14
PAC IO A Component, the Class A-14 PAC IO B Component, the Class A-14 PAC       
Component, the Class A-14 TAC IO Component and the Class A-14 TAC Component     
will be treated as a single debt instrument. The Class A-10 and Class A-14      
Certificates will be issued with original issue discount in an amount equal to  
the excess of the sum of all distributions of principal and interest (whether   
current or accrued) expected to be received thereon over their respective issue 
prices (including accrued interest). In addition, the Class A-PO Certificates   
will, and the other classes of Offered Certificates may, depending on their     
respective issue prices, be treated for federal income tax purposes as having   
been issued with original issue discount. See "Federal Income Tax               
Consequences -- Federal Income Tax Consequences for REMIC Certificates --       
Taxation of Regular Certificates -- Original Issue Discount" in the           
Prospectus. Certain classes of the Regular Certificates may be treated for      
federal income tax purposes as having been issued at a premium. Whether any     
holder of such a class of Certificates will be treated as holding a Certificate 
with amortizable bond premium will depend on such certificateholder's purchase  
price and the distributions remaining to be made on such Certificate at the     
time of its acquisition by such certificateholder. Holders of such classes of   
Certificates should consult their own tax advisors regarding the possibility of 
making an election to amortize such premium. See "Federal Income Tax            
Consequences -- Federal Income Tax Consequences for REMIC Certificates --       
Taxation of Regular                                                           

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Certificates -- Premium" in the Prospectus. For purposes of determining the     
amount and the rate of accrual of original issue discount and market discount,  
the Depositor intends to assume that there will be prepayments on the Mortgage  
Loans at a rate equal to 275% PSA. No representation is made as to the actual   
rate at which the Mortgage Loans will be prepaid.                               

The Regular Certificates will be treated as regular interests in a REMIC  
under Section 860G of the Code. Accordingly, to the extent described in the     
Prospectus:                                                                     

.the Regular Certificates will be treated as assets described in Section    
7701(a)(19)(C) of the Code;                                           

.the Regular Certificates will be treated as "real estate assets" within    
the meaning of Section 856(c)(4)(A) of the Code; and                  

.interest on the Regular Certificates will be treated as interest on        
 obligations secured by mortgages on real property within the meaning of
Section 856(c)(3)(B) of the Code.                                     

 See "Federal Income Tax Consequences -- Federal Income Tax Consequences for
REMIC Certificates -- Status of REMIC Certificates" in the Prospectus.          

Residual Certificates                                                           

If you hold a Class A-R or Class A-LR Certificate, you must include the   
taxable income or loss of the Upper-Tier REMIC or Lower-Tier REMIC,             
respectively, in determining your federal taxable income. Your resulting tax    
liability may exceed cash distributions to you during certain periods. In       
addition, all or a portion of the taxable income you recognize from a Class A-R 
or Class A-LR Certificate may be treated as "excess inclusion" income, which,   
among other consequences, will result in your inability to use net operating    
losses to offset such income from the Upper-Tier REMIC or Lower-Tier REMIC,     
respectively.                                                                   

You should consider carefully the tax consequences of any investment in   
Class A-R or Class A-LR Certificates discussed in the Prospectus and should     
consult your tax advisors with respect to those consequences. See "Federal      
Income Tax Consequences" in the Prospectus. Specifically, you should consult    
your tax advisors regarding whether, at the time of acquisition, a Class A-R or 
Class A-LR Certificate will be treated as "noneconomic" residual interests and  
"tax avoidance potential" residual interests. See "Federal Income Tax           
Consequences -- Federal Income Tax Consequences for REMIC Certificates --       
Taxation of Residual Certificates -- Tax-Related Restrictions on Transfer of  
Residual Certificates -- Noneconomic Residual Interests," "-- Foreign           
Investors" and "-- Mark to Market Regulations" in the Prospectus. Additionally, 
for information regarding Prohibited Transactions, see "Federal Income Tax      
Consequences -- Federal Income Tax Consequences for REMIC Certificates --Taxes  
That May Be Imposed on the REMIC Pool -- Prohibited Transactions" in the        
Prospectus.                                                                     

Backup Withholding and Reporting Requirements                                   

Certain holders or other beneficial owners of Offered Certificates may be 
subject to backup withholding at the rate of 31% with respect to interest paid  
on the Offered Certificates if those holders or beneficial owners, upon         
issuance, fail to supply the Trustee or their broker with their taxpayer        
identification number, 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 or their broker with a certified statement, under penalty of perjury,   
that they are not subject to backup withholding. See "Federal Income Tax        
Consequences --Federal Income Tax Consequences for REMIC Certificates -- Backup 
Withholding" in the Prospectus.                                                 

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The Trustee will be required to report annually to the Internal Revenue   
Service (the "IRS"), and to each certificateholder of record, the amount of     
interest paid (and original issue discount accrued, if any) on the Regular      
Certificates and the amount of interest withheld for 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 of the Offered Certificates (other than the  
Class A-R and Class A-LR Certificates) is Cede & Co., as nominee for DTC,       
beneficial owners of the Offered Certificates and the IRS will receive tax and  
other information including the amount of interest paid on such Certificates    
from DTC Participants rather than from the Trustee. (The Trustee, however, will 
respond to requests for necessary information to enable DTC Participants and    
certain other persons to complete their reports.) See "Federal Income Tax       
Consequences -- Federal Income Tax Consequences for REMIC Certificates --       
Reporting Requirements" in the Prospectus.                                    

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

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STATE TAXES                                                                     

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

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ERISA CONSIDERATIONS                                                            

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

  A fiduciary or other person acting on behalf of any employee benefit plan or
arrangement, including an individual retirement account (an "IRA"), subject to  
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the  
Code or any federal, state or local law ("Similar Law") which is similar to     
ERISA or the Code (collectively, a "Plan") should carefully review with its     
legal advisors whether the purchase or holding of an Offered Certificate could  
give rise to a transaction prohibited or not otherwise permissible under ERISA, 
the Code or Similar Law. See "ERISA Considerations" in the Prospectus.          

The U.S. Department of Labor has extended to BankAmerica Corporation, as  
successor to NationsBank Corporation, the corporate parent of NationsBanc       
Montgomery Securities LLC, an administrative exemption (Prohibited Transaction  
Exemption 93-31; Exemption Application No. D-9105) (the "Exemption") from       
certain of the prohibited transaction rules of ERISA and the related excise tax 
provisions of Section 4975 of the Code with respect to the initial purchase,    
the holding and the subsequent resale by certain Plans of certificates in pass- 
through trusts that consist of certain receivables, loans and other obligations 
that meet the conditions and requirements of the Exemption. The Exemption       
applies to mortgage loans such as the Mortgage Loans, but does not cover        
certain IRAs and certain employee benefit plans covering only self-employed     
individuals which are subject to the prohibited transaction provisions of the   
Code.                                                                           

For a general description of the Exemption and the conditions that must be
satisfied for the Exemption to apply, see "ERISA Considerations --              
Administrative Exemptions -- Individual Administrative Exemptions" in the     
Prospectus.                                                                     

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The Underwriter believes that the Exemption will cover the acquisition and
holding of the Senior Certificates (other than the Class A-9 Certificates and   
the Residual Certificates) by the Plans to which it applies and that all        
conditions of the Exemption other than those within the control of the          
investors will be met. In addition, as of the date hereof, there is no single   
mortgagor that is the obligor on 5% of the initial balance of the Mortgage      
Pool.                                                                           

Because the Class A-9 Certificates are subordinated to the Class A-14     
Certificates with respect to certain losses and because the Class B             
Certificates are subordinated to the Senior Certificates, neither the Class A-9 
nor the Class B Certificates may be transferred unless the transferee has       
delivered (i) a representation letter to the Trustee stating that either the    
transferee is not a Plan and is not acting on behalf of a Plan or using the     
assets of a Plan to effect such purchase or, subject to the conditions          
described in this Prospectus Supplement, the source of funds used to purchase   
the Class A-9 or Class B Certificates is an "insurance company general account" 
or (ii) an opinion of counsel and such other documentation as described in this 
Prospectus Supplement under "Description of the Certificates --Restrictions on  
Transfer of the Class A-9 and Class B Certificates." Any transferee of a Class  
A-9 or Class B Certificate that does not comply with either clause (i) or       
clause (ii) of the preceding sentence will be deemed to have made one of the    
representations described in clause (i) of the preceding sentence.              

Prospective Plan investors should consult with their legal advisors       
concerning the impact of ERISA, the Code and Similar Law, the applicability of  
PTE 83-1 described under "ERISA Considerations" in the Prospectus and the       
Exemption, and the potential consequences in their specific circumstances,      
prior to making an investment in the Offered Certificates. Moreover, each Plan  
fiduciary should determine whether under the governing plan instruments and the 
applicable fiduciary standards of investment prudence and diversification, an   
investment in the Offered Certificates is appropriate for the Plan, taking into 
account the overall investment policy of the Plan and the composition of the    
Plan's investment portfolio.                                                    

The Class A-R and Class A-LR Certificates may not be purchased by or      
transferred to a Plan or a person acting on behalf of or investing assets of a  
Plan. See "Description of the Certificates --Restrictions on Transfer of the    
Class A-R and Class A-LR Certificates" in this Prospectus Supplement.           

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METHOD OF DISTRIBUTION                                                          

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 Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement") among the Depositor, NationsBanc Montgomery      
Securities LLC (the "Underwriter"), NationsBanc Mortgage Corporation and Bank   
of America, FSB, the Depositor has agreed to sell to the Underwriter, and the   
Underwriter has agreed to purchase from the Depositor, all of the Offered       
Certificates. Proceeds to the Depositor from the sale of the Offered            
Certificates are expected to be approximately 99.3437% of the initial balance   
of those Certificates plus accrued interest from March 1, 1999 to (but not      
including) the Closing Date, before deducting expenses payable by the           
Depositor.                                                                      

Distribution of the Offered Certificates will be made by the Underwriter  
from time to time in negotiated transactions or otherwise at varying prices to  
be determined at the time of sale. In connection with the purchase and sale of  
the Offered Certificates, the Underwriter may be deemed to have received        
compensation from the Depositor in the form of underwriting discounts.          

 The Depositor has been advised by the Underwriter that it intends to make a
market in the Offered Certificates but has no obligation to do so. There can be 
no assurance that a secondary market for the Offered Certificates will develop  
or, if it does develop, that it will continue.                                  

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

The Underwriter is an affiliate of the Depositor, the Sellers and the     
Servicers, and is a registered broker/dealer. Any obligations of the            
Underwriter are the sole responsibility of the Underwriter and do not create    
any obligation or guarantee on the part of any affiliate of the Underwriter.    
This Prospectus Supplement and the Prospectus may be used by the Underwriter in 
connection with offers and sales related to market-making transactions in the   
Offered Certificates. The Underwriter may act as principal or agent in such     
transactions.                                                                   

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LEGAL MATTERS                                                                   

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The validity of and certain federal income tax matters with respect to the
Offered Certificates will be passed upon for the Depositor by Cadwalader,       
Wickersham & Taft, New York, New York. Kennedy Covington Lobdell & Hickman,     
L.L.P., Charlotte, North Carolina will pass upon certain legal matters on       
behalf of the Underwriter.                                                      

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CERTIFICATE RATINGS                                                             

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  At their issuance, each class of Offered Certificates is required to receive
from Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P")   
and Fitch IBCA, Inc. ("Fitch") at least the rating set forth in the table       
beginning on page S-4 of this Prospectus Supplement.                            

Ratings on mortgage pass-through certificates address the likelihood of   
receipt by certificateholders of payments required under the Pooling Agreement. 

.S&P's and Fitch's ratings take into consideration the credit quality of    
the Mortgage Pool including any credit support, structural and legal  
aspects associated with the Offered Certificates, and the extent to   
which the payment stream of the Mortgage Pool is adequate to make     
payments required under the Offered Certificates. S&P's and Fitch's   
ratings on the Offered Certificates do not, however, constitute a     
statement regarding frequency of prepayments on the Mortgage Loans.   

.The "r" symbol is appended to the rating by S&P of the Class A-14 and      
Class A-PO Certificates because the Class A-14 Certificates have      
 interest-only components and the Class A-PO Certificates are principal-
only mortgage-backed securities that S&P believes may experience high 
volatility or high variability in expected returns due to non-credit  
 risks created by the terms of those Certificates. The absence of an "r"
symbol in the ratings of the other Offered Certificates should not be 
 taken as an indication those Certificates will exhibit no volatility or
variability in total return.                                          

.S&P's and Fitch's ratings do not address the remote possibility that, in   
the event of the insolvency of either Seller, the sale of the Offered 
  Certificates may be recharacterized as a financing and that, as a result
  of such recharacterization, the Offered Certificates may be accelerated.
As a result, holders of the Offered Certificates might suffer a lower 
than anticipated yield.                                               

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

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

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INDEX OF SIGNIFICANT PROSPECTUS SUPPLEMENT DEFINITIONS                          

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                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Accretion Termination Date................................................. S-42
Accrual Certificates....................................................... S-6 
Adjusted Pool Amount....................................................... S-53
Adjusted Pool Amount (PO Portion).......................................... S-53
Administrative Fee Rate.................................................... S-33
Administrative Fees........................................................ S-33
Advance.................................................................... S-34
Affiliated Sellers......................................................... S-26
Bankruptcy Loss Amount..................................................... S-78
Bankruptcy Losses.......................................................... S-52
Book-Entry Certificates.................................................... S-36
Certificate Account........................................................ S-33
Certificates............................................................... S-6 
Class A Certificates....................................................... S-6 
Class A-3 Percentage....................................................... S-47
Class A-3 Principal Distribution Amount.................................... S-47
Class A-3 Shift Percentage................................................. S-47
Class A-10 Accrual Distribution Amount .................................... S-43
Class A-14 PAC IO A Notional Amount ....................................... S-41
Class A-14 PAC IO B Notional Amount ....................................... S-41
Class A-14 TAC Component Accrual Distribution Amount ...................... S-43
Class A-14 TAC IO Notional Amount ......................................... S-42
Class A-PO Deferred Amount................................................. S-51
Class A-PO Principal Distribution Amount................................... S-49
Class B Certificates....................................................... S-6 
Closing Date............................................................... S-6 
Code....................................................................... S-79
Companion Certificates..................................................... S-6 
Compensating Interest...................................................... S-34
Component Certificates..................................................... S-6 
Component Interest Distribution Amount .................................... S-40
Corporate Trust Office..................................................... S-35
Corporation................................................................ S-17
Credit Scores.............................................................. S-24
Cut-off Date............................................................... S-6 
Debt Service Reduction..................................................... S-53
Decrement Tables........................................................... S-58
Deficient Valuation........................................................ S-52
Definitive Certificates.................................................... S-36
Deleted Mortgage Loan...................................................... S-32
Depositor.................................................................. S-6 
Determination Date......................................................... S-34
Discount Mortgage Loan..................................................... S-43
Distribution Date.......................................................... S-38
DTC........................................................................ S-36
DTC Participants........................................................... S-37
Eligible Substitute Mortgage Loan.......................................... S-32
ERISA...................................................................... S-81

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                                                                            Page
                                                                            ----
                                                                                
Excess Losses.............................................................. S-52
Exemption.................................................................. S-81
FHLMC...................................................................... S-20
Fitch...................................................................... S-83
FNMA....................................................................... S-20
Fractional Interest........................................................ S-50
Fraud Loss Amount.......................................................... S-78
Fraud Losses............................................................... S-52
Guides..................................................................... S-26
Indirect DTC Participants.................................................. S-37
Industry................................................................... S-37
Interest Accrual Period.................................................... S-41
Interest Distribution Amount............................................... S-40
IRA........................................................................ S-81
IRS........................................................................ S-81
Issuer..................................................................... S-6 
Limited or Reduced Documentation Guidelines................................ S-25
Liquidated Mortgage Loan................................................... S-53
Liquidation Proceeds....................................................... S-39
Loan-to-Value Ratio........................................................ S-20
Lockout Certificates....................................................... S-6 
Loss Severity Percentage................................................... S-76
Lower-Tier REMIC........................................................... S-79
Modeling Assumptions....................................................... S-58
Mortgage File.............................................................. S-31
Mortgage Loan Purchase Agreements.......................................... S-19
Mortgage Loans............................................................. S-19
Mortgage Pool.............................................................. S-19
Net Interest Shortfall..................................................... S-40
Net Mortgage Interest Rate................................................. S-43
Non-Offered Certificates................................................... S-6 
Non-PO Percentage.......................................................... S-43
Non-PO Principal Amount.................................................... S-43
Non-Supported Interest Shortfall........................................... S-41
Offered Certificates....................................................... S-6 
Original Subordinate Principal Balance..................................... S-46
PAC Certificates........................................................... S-6 
PAC Principal Amount....................................................... S-47
Percentage Interest........................................................ S-35
Plan....................................................................... S-81
PO Percentage.............................................................. S-43
PO Principal Amount........................................................ S-49
Pool Distribution Amount................................................... S-39
Pool Distribution Amount Allocation........................................ S-39
Pool Principal Balance..................................................... S-46
Pooling Agreement.......................................................... S-31
Premium Mortgage Loan...................................................... S-43
Prepayment Interest Shortfall.............................................. S-41
Principal-Only Certificates................................................ S-6 
PSA........................................................................ S-59
PTE 95-60.................................................................. S-55

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                                                                            ----
                                                                                
Purchase Price............................................................. S-32
Rapid Processing Program................................................... S-27
Realized Loss.............................................................. S-52
Record Date................................................................ S-38
Regular Certificates....................................................... S-79
Relief Act Reduction....................................................... S-40
REMIC...................................................................... S-79
REO Property............................................................... S-34
Residual Certificates...................................................... S-6 
Rules...................................................................... S-37
S&P........................................................................ S-83
SDA........................................................................ S-75
Sellers.................................................................... S-6 
Senior Certificates........................................................ S-6 
Senior Credit Support Depletion Date....................................... S-45
Senior Percentage.......................................................... S-46
Senior Prepayment Percentage............................................... S-46
Senior Principal Distribution Amount....................................... S-45
Servicer Custodial Account................................................. S-33
Servicers.................................................................. S-28
Servicing Fee.............................................................. S-33
Servicing Fee Rate......................................................... S-33
Similar Law................................................................ S-81
SMMEA...................................................................... S-13
Special Hazard Loss Amount................................................. S-78
Special Hazard Losses...................................................... S-52
Special Hazard Mortgage Loan............................................... S-53
Stated Principal Balance................................................... S-45
Subordinate Certificates................................................... S-6 
Subordinate Percentage..................................................... S-46
Subordinate Prepayment Percentage.......................................... S-47
Subordinate Principal Distribution Amount.................................. S-50
Substitution Adjustment Amount............................................. S-32
TAC Certificates........................................................... S-6 
TAC Group.................................................................. S-48
TAC Principal Amount....................................................... S-48
Trust...................................................................... S-6 
Trustee.................................................................... S-6 
Trustee Fee Rate........................................................... S-33
Underwriter................................................................ S-82
Underwriting Agreement..................................................... S-82
Upper-Tier REMIC........................................................... S-79
U.S. Person................................................................ S-54

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                                                                      APPENDIX A

                                                                [Download Table]

                             Principal Balance Schedules            TAC Group   
                     -------------------------------------------     Balance    
Payment Date           Class A-11     Class A-12    Class A-14      Schedule    
------------         -------------- -------------- ------------- ---------------
                                                                                
Initial Balance....  $50,559,000.00 $48,883,000.00 $4,948,000.00 $106,603,000.00
April 25, 1999.....   50,559,000.00  48,883,000.00  4,948,000.00  106,169,360.20
May 25, 1999.......   50,559,000.00  48,883,000.00  4,948,000.00  105,637,380.91
June 25, 1999......   50,559,000.00  48,883,000.00  4,948,000.00  105,007,261.14
July 25, 1999......   50,559,000.00  48,883,000.00  4,948,000.00  104,279,231.26
August 25, 1999....   50,559,000.00  48,883,000.00  4,948,000.00  103,453,646.23
September 25,                                                                   
 1999..............   50,559,000.00  48,883,000.00  4,948,000.00  102,530,985.89
October 25, 1999...   50,559,000.00  48,883,000.00  4,948,000.00  101,511,855.01
November 25, 1999..   50,559,000.00  48,883,000.00  4,948,000.00  100,396,983.08
December 25, 1999..   50,559,000.00  48,883,000.00  4,948,000.00   99,187,223.82
January 25, 2000...   50,559,000.00  48,883,000.00  4,948,000.00   97,883,554.42
February 25, 2000..   50,559,000.00  48,883,000.00  4,948,000.00   96,487,074.56
March 25, 2000.....   49,750,691.51  48,883,000.00  4,948,000.00   95,807,313.58
April 25, 2000.....   48,895,749.35  48,883,000.00  4,948,000.00   95,083,937.13
May 25, 2000.......   47,994,599.59  48,883,000.00  4,948,000.00   94,317,977.45
June 25, 2000......   47,047,698.20  48,883,000.00  4,948,000.00   93,510,552.61
July 25, 2000......   46,055,530.80  48,883,000.00  4,948,000.00   92,662,864.44
August 25, 2000....   45,018,612.20  48,883,000.00  4,948,000.00   91,776,196.38
September 25,                                                                   
 2000..............   43,937,486.00  48,883,000.00  4,948,000.00   90,851,911.04
October 25, 2000...   42,812,724.16  48,883,000.00  4,948,000.00   89,891,447.53
November 25, 2000..   41,644,926.50  48,883,000.00  4,948,000.00   88,896,318.65
December 25, 2000..   40,434,720.21  48,883,000.00  4,948,000.00   87,868,107.77
January 25, 2001...   39,182,759.26  48,883,000.00  4,948,000.00   86,808,465.68
February 25, 2001..   37,889,723.89  48,883,000.00  4,948,000.00   85,719,107.04
March 25, 2001.....   36,556,319.97  48,883,000.00  4,948,000.00   84,601,806.86
April 25, 2001.....   35,183,278.38  48,883,000.00  4,948,000.00   83,458,396.64
May 25, 2001.......   33,771,354.35  48,883,000.00  4,948,000.00   82,290,760.48
June 25, 2001......   32,321,326.79  48,883,000.00  4,948,000.00   81,100,830.94
July 25, 2001......   30,833,997.56  48,883,000.00  4,948,000.00   79,890,584.86
August 25, 2001....   29,310,190.74  48,883,000.00  4,948,000.00   78,662,038.97
September 25,                                                                   
 2001..............   27,796,469.48  48,883,000.00  4,948,000.00   77,460,633.38
October 25, 2001...   26,292,769.06  48,883,000.00  4,948,000.00   76,285,915.58
November 25, 2001..   24,799,025.18  48,883,000.00  4,948,000.00   75,137,439.64
December 25, 2001..   23,315,173.97  48,883,000.00  4,948,000.00   74,014,766.10
January 25, 2002...   21,841,151.98  48,883,000.00  4,948,000.00   72,917,461.91
February 25, 2002..   20,376,896.18  48,883,000.00  4,948,000.00   71,845,100.32
March 25, 2002.....   18,922,343.93  48,883,000.00  4,948,000.00   70,797,260.80
April 25, 2002.....   17,477,433.02  48,883,000.00  4,948,000.00   69,773,528.96
May 25, 2002.......   16,042,101.63  48,883,000.00  4,948,000.00   68,773,496.45
June 25, 2002......   14,616,288.37  48,883,000.00  4,948,000.00   67,796,760.86
July 25, 2002......   13,199,932.23  48,883,000.00  4,948,000.00   66,842,925.68
August 25, 2002....   11,792,972.60  48,883,000.00  4,948,000.00   65,911,600.20
September 25,                                                                   
 2002..............   10,395,349.29  48,883,000.00  4,948,000.00   65,002,399.37
October 25, 2002...    9,007,002.46  48,883,000.00  4,948,000.00   64,114,943.85
November 25, 2002..    7,627,872.71  48,883,000.00  4,948,000.00   63,248,859.79
December 25, 2002..    6,257,901.00  48,883,000.00  4,948,000.00   62,403,778.84
January 25, 2003...    4,897,028.68  48,883,000.00  4,948,000.00   61,579,338.05
February 25, 2003..    3,545,197.49  48,883,000.00  4,948,000.00   60,775,179.78

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                                 Principal Balance Schedules                         
                         -------------------------------------------    TAC Group    
Payment Date               Class A-11     Class A-12    Class A-14   Balance Schedule
------------             -------------- -------------- ------------- ----------------
                                                                                     
March 25, 2003.......... $ 2,202,349.56 $48,883,000.00 $4,948,000.00 $ 59,990,951.63 
April 25, 2003..........     868,427.37  48,883,000.00  4,948,000.00   59,226,306.39 
May 25, 2003............           0.00  48,426,373.81  4,948,000.00   58,480,901.94 
June 25, 2003...........           0.00  47,110,132.13  4,948,000.00   57,754,401.19 
July 25, 2003...........           0.00  45,802,645.95  4,948,000.00   57,046,472.00 
August 25, 2003.........           0.00  44,503,859.25  4,948,000.00   56,356,787.13 
September 25, 2003......           0.00  43,213,716.40  4,948,000.00   55,685,024.14 
October 25, 2003........           0.00  41,932,162.12  4,948,000.00   55,030,865.36 
November 25, 2003.......           0.00  40,659,141.51  4,948,000.00   54,393,997.75 
December 25, 2003.......           0.00  39,394,599.99  4,948,000.00   53,774,112.98 
January 25, 2004........           0.00  38,138,483.39  4,948,000.00   53,170,907.17 
February 25, 2004.......           0.00  36,890,737.85  4,948,000.00   52,584,081.00 
March 25, 2004..........           0.00  35,651,309.90  4,948,000.00   52,013,339.52 
April 25, 2004..........           0.00  34,437,093.53  4,948,000.00   51,476,649.05 
May 25, 2004............           0.00  33,231,014.08  4,948,000.00   50,955,312.36 
June 25, 2004...........           0.00  32,033,018.92  4,948,000.00   50,449,047.92 
July 25, 2004...........           0.00  30,843,055.78  4,948,000.00   49,957,578.37 
August 25, 2004.........           0.00  29,661,072.70  4,948,000.00   49,480,630.49 
September 25, 2004......           0.00  28,487,018.07  4,948,000.00   49,017,935.10 
October 25, 2004........           0.00  27,320,840.63  4,948,000.00   48,569,227.01 
November 25, 2004.......           0.00  26,162,489.43  4,948,000.00   48,134,245.01 
December 25, 2004.......           0.00  25,011,913.87  4,948,000.00   47,712,731.72 
January 25, 2005........           0.00  23,869,063.66  4,948,000.00   47,304,433.64 
February 25, 2005.......           0.00  22,733,888.87  4,948,000.00   46,909,101.01 
March 25, 2005..........           0.00  21,606,339.86  4,948,000.00   46,526,487.81 
April 25, 2005..........           0.00  20,521,366.63  4,948,000.00   46,132,360.04 
May 25, 2005............           0.00  19,471,062.12  4,948,000.00   45,723,196.21 
June 25, 2005...........           0.00  18,454,361.82  4,948,000.00   45,299,777.90 
July 25, 2005...........           0.00  17,470,233.32  4,948,000.00   44,862,858.39 
August 25, 2005.........           0.00  16,517,675.32  4,948,000.00   44,413,163.63 
September 25, 2005......           0.00  15,595,716.73  4,948,000.00   43,951,393.10 
October 25, 2005........           0.00  14,703,415.75  4,948,000.00   43,478,220.62 
November 25, 2005.......           0.00  13,839,859.01  4,948,000.00   42,994,295.24 
December 25, 2005.......           0.00  13,004,160.70  4,948,000.00   42,500,242.00 
January 25, 2006........           0.00  12,195,461.77  4,948,000.00   41,996,662.70 
February 25, 2006.......           0.00  11,412,929.11  4,948,000.00   41,484,136.69 
March 25, 2006..........           0.00  10,655,754.79  4,948,000.00   40,963,221.55 
April 25, 2006..........           0.00   9,961,787.66  4,948,000.00   40,416,111.85 
May 25, 2006............           0.00   9,290,392.14  4,948,000.00   39,862,576.89 
June 25, 2006...........           0.00   8,640,860.49  4,948,000.00   39,303,087.55 
July 25, 2006...........           0.00   8,012,506.66  4,948,000.00   38,738,096.20 
August 25, 2006.........           0.00   7,404,665.67  4,948,000.00   38,168,037.31 
September 25, 2006......           0.00   6,816,692.91  4,948,000.00   37,593,328.10 
October 25, 2006........           0.00   6,247,963.56  4,948,000.00   37,014,369.11 
November 25, 2006.......           0.00   5,697,872.00  4,948,000.00   36,431,544.68 
December 25, 2006.......           0.00   5,165,831.21  4,948,000.00   35,845,223.57 
January 25, 2007........           0.00   4,651,272.21  4,948,000.00   35,255,759.44 
February 25, 2007.......           0.00   4,153,643.52  4,948,000.00   34,663,491.38 
March 25, 2007..........           0.00   3,672,410.63  4,948,000.00   34,068,744.37 

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                             Principal Balance Schedules            TAC Group   
                     -------------------------------------------     Balance    
Payment Date           Class A-11     Class A-12    Class A-14      Schedule    
------------         -------------- -------------- ------------- ---------------
                                                                                
April 25, 2007.....  $         0.00 $ 3,237,714.98 $4,948,000.00 $ 33,459,244.42
May 25, 2007.......            0.00   2,817,041.25  4,948,000.00   32,848,830.79
June 25, 2007......            0.00   2,409,946.81  4,948,000.00   32,237,750.94
July 25, 2007......            0.00   2,016,002.78  4,948,000.00   31,626,241.20
August 25, 2007....            0.00   1,634,793.62  4,948,000.00   31,014,527.20
September 25,                                                                   
 2007..............            0.00   1,265,916.66  4,948,000.00   30,402,824.23
October 25, 2007...            0.00     908,981.80  4,948,000.00   29,791,337.58
November 25, 2007..            0.00     563,611.02  4,948,000.00   29,180,262.93
December 25, 2007..            0.00     229,438.10  4,948,000.00   28,569,786.65
January 25, 2008...            0.00           0.00  4,854,108.20   27,960,086.15
February 25, 2008..            0.00           0.00  4,541,277.53   27,351,330.18
March 25, 2008.....            0.00           0.00  4,238,613.01   26,743,679.15
April 25, 2008.....            0.00           0.00  3,968,399.58   26,130,234.22
May 25, 2008.......            0.00           0.00  3,706,447.54   25,519,029.71
June 25, 2008......            0.00           0.00  3,452,506.80   24,910,158.29
July 25, 2008......            0.00           0.00  3,206,334.74   24,303,707.26
August 25, 2008....            0.00           0.00  2,967,696.08   23,699,758.65
September 25,                                                                   
 2008..............            0.00           0.00  2,736,362.56   23,098,389.49
October 25, 2008...            0.00           0.00  2,512,112.84   22,499,671.94
November 25, 2008..            0.00           0.00  2,294,732.19   21,903,673.49
December 25, 2008..            0.00           0.00  2,084,012.37   21,310,457.11
January 25, 2009...            0.00           0.00  1,879,751.39   20,720,081.47
February 25, 2009..            0.00           0.00  1,681,753.34   20,132,601.03
March 25, 2009.....            0.00           0.00  1,489,828.21   19,548,066.24
April 25, 2009.....            0.00           0.00  1,303,791.70   18,966,523.69
May 25, 2009.......            0.00           0.00  1,123,465.07   18,388,016.23
June 25, 2009......            0.00           0.00    948,674.96   17,812,583.13
July 25, 2009......            0.00           0.00    779,253.22   17,240,260.24
August 25, 2009....            0.00           0.00    615,036.79   16,671,080.04
September 25,                                                                   
 2009..............            0.00           0.00    455,867.49   16,105,071.88
October 25, 2009...            0.00           0.00    301,591.93   15,542,262.01
November 25, 2009..            0.00           0.00    152,061.34   14,982,673.74
December 25, 2009..            0.00           0.00      7,131.43   14,426,327.56
January 25, 2010...            0.00           0.00          0.00   13,739,903.50
February 25, 2010..            0.00           0.00          0.00   13,053,948.05
March 25, 2010.....            0.00           0.00          0.00   12,375,473.66
April 25, 2010.....            0.00           0.00          0.00   11,704,362.92
May 25, 2010.......            0.00           0.00          0.00   11,040,499.97
June 25, 2010......            0.00           0.00          0.00   10,383,770.48
July 25, 2010......            0.00           0.00          0.00    9,734,061.58
August 25, 2010....            0.00           0.00          0.00    9,091,261.94
September 25,                                                                   
 2010..............            0.00           0.00          0.00    8,455,261.64
October 25, 2010...            0.00           0.00          0.00    7,825,952.23
November 25, 2010..            0.00           0.00          0.00    7,203,226.66
December 25, 2010..            0.00           0.00          0.00    6,586,979.30
January 25, 2011...            0.00           0.00          0.00    5,977,105.88
February 25, 2011..            0.00           0.00          0.00    5,373,503.50
March 25, 2011.....            0.00           0.00          0.00    4,776,070.62
April 25, 2011.....            0.00           0.00          0.00    4,184,706.99

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                                 Principal Balance Schedules                         
                         -------------------------------------------    TAC Group    
Payment Date               Class A-11     Class A-12    Class A-14   Balance Schedule
------------             -------------- -------------- ------------- ----------------
                                                                                     
May 25, 2011............ $         0.00 $         0.00 $        0.00 $  3,599,313.69 
June 25, 2011...........           0.00           0.00          0.00    3,019,793.08 
July 25, 2011...........           0.00           0.00          0.00    2,446,048.78 
August 25, 2011.........           0.00           0.00          0.00    1,877,985.69 
September 25, 2011......           0.00           0.00          0.00    1,315,509.92 
October 25, 2011........           0.00           0.00          0.00      758,528.79 
November 25, 2011.......           0.00           0.00          0.00      206,950.84 
December 25, 2011.......           0.00           0.00          0.00            0.00 

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PROSPECTUS                                                                      

Bank of America Mortgage Securities, Inc. 
Depositor 

Mortgage Pass-Through Certificates  
(Issuable in Series by separate Trusts) 

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

Each Trust--                      
You should                                                                    
carefully             . will issue a series of mortgage pass-through          
consider the            certificates, which will consist of one or more       
risk factors            classes of certificates; and                          
beginning on                                                                  
page 10 of this       . will own--                                            
prospectus.                                                                   
                         . a pool or pools of fixed or adjustable interest
Neither the                  rate, conventional mortgage loans, each of which 
certificates of              is secured by a first lien on a one- to four-    
any series nor               family residential property; and                 
the related                                                                   
underlying                 . other assets described in this prospectus and    
mortgage loans               the accompanying prospectus supplement.          
will be insured                                                               
or guaranteed by      Each Pool of Mortgage Loans--                           
any governmental                                                              
agency or             . will be sold to the related Trust by the Depositor,   
instrumentality.        who will have in turn purchased them from affiliated  
or unaffiliated sellers;      
The certificates                                                              
of each series        . will be underwritten to such standards as described   
will represent          in this prospectus or the accompanying prospectus     
interests in the        supplement; and                                       
related Trust                                                                 
only and will         . will be serviced by servicers affiliated or           
not represent           unaffiliated with the Depositor.                      
interests in or                                                               
obligations of        Each Series of Certificates--                           
the Depositor or                                                              
any affiliate of      . will represent interests in the related Trust;        
other entity.                                                                 
             . may provide credit support by "subordinating"
This prospectus         certain classes to other classes of certificates;     
may be used to          any subordinated classes will be entitled to payment  
offer and sell          subject to the payment of more senior classes and     
any series of           may bear losses before more senior classes;           
certificates                                                                  
only if               . may be entitled to one or more of the other types of  
accompanied by          credit support described in this prospectus; and      
the prospectus                                                                
supplement for        . will be paid only from the assets of the related      
that series.            Trust.                                                

Neither the Securities and Exchange Commission nor any state securities         
commission has approved the certificates or determined that this prospectus is  
accurate or complete. Any representation to the contrary is a criminal          
offense.                                                                        

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

The date of this Prospectus is February 18, 1999  

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

Information is provided to you about the Certificates in two separate       
documents that progressively provide more detail: (a) this Prospectus, which    
provides general information, some of which may not apply to a particular       
Series of Certificates, including your Series, and (b) the accompanying         
Prospectus Supplement, which will describe the specific terms of your Series    
of Certificates, including:                                                     

.the principal balances and/or interest rates of each Class;                
.the timing and priority of interest and principal payments;                
.statistical and other information about the Mortgage Loans;                
.information about credit enhancement, if any, for each Class;              
.the ratings for each Class; and                                            
.the method for selling the Certificates.                                   

If the terms of a particular Series of Certificates vary between this       
Prospectus and the Prospectus Supplement, you should rely on the information    
in the Prospectus Supplement.                                                   

You should rely only on the information provided in this Prospectus and the 
accompanying Prospectus Supplement including the information incorporated by    
reference. No one has been authorized to provide you with different             
information. The Certificates are not being offered in any state where the      
offer is not permitted. The Depositor does not claim the accuracy of the        
information in this Prospectus or the accompanying Prospectus Supplement as of  
any date other than the dates stated on their respective covers.                

Cross-references are included in this Prospectus and in the accompanying    
Prospectus Supplement to captions in these materials where you can find         
further related discussions. The following Table of Contents and the Table of   
Contents included in the accompanying Prospectus Supplement provide the pages   
on which these captions are located.                                            

You can find a listing of the pages where capitalized terms used in this    
Prospectus are defined under the caption "Index of Significant Definitions"     
beginning on page 97 in this Prospectus.                                        

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

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TABLE OF CONTENTS 

PROSPECTUS

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE        
 PROSPECTUS SUPPLEMENT....................................................   2 
SUMMARY OF PROSPECTUS.....................................................   6 
RISK FACTORS..............................................................  10 
  Limited Liquidity.......................................................  10 
  Limited Assets for Payment of Certificates..............................  10 
  Credit Enhancement is Limited in Amount and Coverage....................  10 
  Real Estate Market Conditions Affect Mortgage Loan Performance..........  11 
  Geographic Concentration May Increase Risk of Loss......................  11 
  General Economic Conditions May Increase Risk of Loss...................  12 
  Yield is Sensitive to Rate of Principal Prepayment......................  12 
  Bankruptcy of the Depositor or a Seller May Delay or Reduce Collections      
   on Mortgage Loans......................................................  13 
  Book-Entry System for Certain Classes of Certificates May Decrease           
   Liquidity and Delay Payment............................................  13 
  Cash Flow Agreements are Subject to Counterparty Risk...................  13 
THE TRUST ESTATES.........................................................  14 
  General.................................................................  14 
  Mortgage Loans..........................................................  14 
    Fixed Rate Loans......................................................  15 
    Adjustable Rate Loans.................................................  16 
    Net 5 Loans...........................................................  16 
    Graduated Payment Loans...............................................  16 
    Subsidy Loans.........................................................  17 
    Buy-Down Loans........................................................  18 
    Balloon Loans.........................................................  18 
    Pledged Asset Mortgage Loans..........................................  18 
THE DEPOSITOR.............................................................  18 
THE MORTGAGE LOAN PROGRAMS................................................  19 
  General.................................................................  19 
  Mortgage Loan Underwriting..............................................  19 
  Representations and Warranties..........................................  21 
DESCRIPTION OF THE CERTIFICATES...........................................  22 
  General.................................................................  22 
  Definitive Form.........................................................  22 
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  Book-Entry Form.........................................................  23 
  Distributions to Certificateholders.....................................  25 
    General...............................................................  25 
    Distributions of Interest.............................................  26 
    Distributions of Principal............................................  26 
  Categories of Classes of Certificates...................................  28 
  Other Credit Enhancement................................................  31 
    Limited Guarantee.....................................................  31 
    Financial Guaranty Insurance Policy or Surety Bond....................  31 
    Letter of Credit......................................................  31 
    Pool Insurance Policy.................................................  32 
    Special Hazard Insurance Policy.......................................  32 
    Mortgagor Bankruptcy Bond.............................................  32 
    Reserve Fund..........................................................  32 
    Cross Support.........................................................  32 
  Cash Flow Agreements....................................................  32 
PREPAYMENT AND YIELD CONSIDERATIONS.......................................  33 
  Pass-Through Rates......................................................  33 
  Scheduled Delays in Distributions.......................................  33 
  Effect of Principal Prepayments.........................................  33 
  Weighted Average Life of Certificates...................................  34 
SERVICING OF THE MORTGAGE LOANS...........................................  35 
  The Master Servicer.....................................................  35 
  The Servicers...........................................................  36 
  Payments on Mortgage Loans..............................................  37 
  Periodic Advances and Limitations Thereon...............................  39 
  Collection and Other Servicing Procedures...............................  40 
  Enforcement of "Due-on-Sale Clauses"; Realization Upon Defaulted             
   Mortgage Loans.........................................................  41 
  Insurance Policies......................................................  42 
  Fixed Retained Yield, Servicing Compensation and Payment of Expenses....  43 
  Evidence as to Compliance...............................................  44 
CERTAIN MATTERS REGARDING THE MASTER SERVICER.............................  45 
THE POOLING AND SERVICING AGREEMENT.......................................  46 
  Assignment of Mortgage Loans to the Trustee.............................  46 

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  Optional Purchases......................................................  48 
  Reports to Certificateholders...........................................  48 
  List of Certificateholders..............................................  49 
  Events of Default.......................................................  49 
  Rights Upon Event of Default............................................  49 
  Amendment...............................................................  50 
  Termination; Optional Purchase of Mortgage Loans........................  51 
  The Trustee.............................................................  51 
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS...............................  52 
  General.................................................................  52 
  Foreclosure.............................................................  52 
  Foreclosure on Shares of Cooperatives...................................  53 
  Rights of Redemption....................................................  54 
  Anti-Deficiency Legislation, the Bankruptcy Code and Other Limitations       
   on Lenders.............................................................  54 
  Soldiers' and Sailors' Civil Relief Act and Similar Laws................  57 
  Environmental Considerations............................................  57 
  "Due-on-Sale" Clauses...................................................  59 
  Applicability of Usury Laws.............................................  60 
  Enforceability of Certain Provisions....................................  60 
FEDERAL INCOME TAX CONSEQUENCES...........................................  61 
  Federal Income Tax Consequences for REMIC Certificates..................  61 
  General.................................................................  61 
  Status of REMIC Certificates............................................  61 
  Qualification as a REMIC................................................  62 
  Taxation of Regular Certificates........................................  64 
    General...............................................................  64 
    Original Issue Discount...............................................  64 
    Acquisition Premium...................................................  66 
    Variable Rate Regular Certificates....................................  66 
    Market Discount.......................................................  68 
    Premium...............................................................  68 
    Election to Treat All Interest Under the Constant Yield Method........  69 
    Treatment of Losses...................................................  69 
    Sale or Exchange of Regular Certificates..............................  70 
  Taxation of Residual Certificates.......................................  70 
    Taxation of REMIC Income..............................................  70 
    Basis and Losses......................................................  71 
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    Treatment of Certain Items of REMIC Income and Expense................  72 
    Limitations on Offset or Exemption of REMIC Income....................  73 
    Tax-Related Restrictions on Transfer of Residual Certificates.........  74 
    Sale or Exchange of a Residual Certificate............................  76 
    Mark to Market Regulations............................................  77 
  Taxes That May Be Imposed on the REMIC Pool.............................  77 
    Prohibited Transactions...............................................  77 
    Contributions to the REMIC Pool After the Startup Day.................  77 
    Net Income from Foreclosure Property..................................  77 
  Liquidation of the REMIC Pool...........................................  78 
  Administrative Matters..................................................  78 
  Limitations on Deduction of Certain Expenses............................  78 
  Taxation of Certain Foreign Investors...................................  79 
    Regular Certificates..................................................  79 
    Residual Certificates.................................................  79 
  Backup Withholding......................................................  80 
  Reporting Requirements..................................................  80 
  Federal Income Tax Consequences for Certificates as to Which No REMIC        
   Election Is Made.......................................................  81 
  General.................................................................  81 
  Tax Status..............................................................  81 
  Premium and Discount....................................................  82 
    Premium...............................................................  82 
    Original Issue Discount...............................................  82 
    Market Discount.......................................................  83 
  Recharacterization of Servicing Fees....................................  83 
  Sale or Exchange of Certificates........................................  83 
  Stripped Certificates...................................................  84 
    General...............................................................  84 
    Status of Stripped Certificates.......................................  85 
    Taxation of Stripped Certificates.....................................  85 
  Reporting Requirements and Backup Withholding...........................  87 
  Taxation of Certain Foreign Investors...................................  87 
ERISA CONSIDERATIONS......................................................  88 
  General.................................................................  88 
  Certain Requirements Under ERISA and the Code...........................  88 

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    General................................................................  88 
    Parties in Interest/Disqualified Persons...............................  88 
    Delegation of Fiduciary Duty...........................................  89 
    Applicability to Non-ERISA Plans ......................................  89 
  Administrative Exemptions................................................  89 
    Individual Administrative Exemptions...................................  89 
    PTE 83-1...............................................................  91 
  Non-ERISA Plans and Exempt Plans.........................................  91 
  Unrelated Business Taxable Income--Residual Certificates.................  92 
LEGAL INVESTMENT...........................................................  92 

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PLAN OF DISTRIBUTION.......................................................  93 
USE OF PROCEEDS............................................................  95 
LEGAL MATTERS..............................................................  95 
RATING.....................................................................  95 
REPORTS TO CERTIFICATEHOLDERS..............................................  95 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..........................  95 
WHERE YOU CAN FIND MORE INFORMATION........................................  96 
INDEX OF SIGNIFICANT DEFINITIONS...........................................  97 

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SUMMARY OF PROSPECTUS 

. This summary highlights selected information from this document, but does   
not contain all of the information that you should consider in making your  
investment decision. To understand all of the terms of a Series of          
Certificates, please read this entire document and the accompanying         
Prospectus Supplement carefully.                                            

. This summary provides an overview of certain calculations, cash flows and   
other information to aid your understanding of the terms of the Certificates
and is qualified by the full description of these calculations, cash flows  
and other information in this Prospectus and the accompanying Prospectus    
Supplement.                                                                 
RELEVANT PARTIES FOR EACH SERIES OF CERTIFICATES                                

Issuer                                                                          

Each series (each, a "Series") of certificates (the "Certificates") will be     
issued by a separate trust (a "Trust" and the assets owned by such Trust, a     
"Trust Estate"). Each Trust will be formed pursuant to a pooling and servicing  
agreement (each, a "Pooling and Servicing Agreement") among the Depositor, one  
or more Servicers and/or the Master Servicer and the Trustee specified in the   
applicable Prospectus Supplement.                                               

Depositor                                                                       

With respect to each Trust Estate, Bank of America Mortgage Securities, Inc.    
(the "Depositor") will acquire the Mortgage Loans from affiliated or unaffili-  
ated mortgage loan originators or sellers (each, a "Seller") and will transfer  
the Mortgage Loans to the Trust. The Depositor is a direct, wholly-owned sub-   
sidiary of Bank of America, FSB.                                                

Servicer(s)                                                                     

One or more entities affiliated or unaffiliated with the Depositor specified    
in the applicable Prospectus Supplement (each, a "Servicer") will service the   
Mortgage Loans in each Trust. Each Servicer will perform certain servicing      
functions with respect to the Mortgage Loans serviced by it pursuant to the     
related Pooling and Servicing Agreement or a related servicing agreement        
(each, an "Underlying Servicing Agreement").                                    

Master Servicer                                                                 

To the extent specified in the related Prospectus Supplement, if there is more  
than one Servicer of the Mortgage Loans related to a Series or the sole         
Servicer is not an affiliate of the Depositor, a master servicer, affiliated    
or unaffiliated with the Depositor, (the "Master Servicer") may be appointed    
to supervise the Servicers. In addition, the Master Servicer will generally be  
required to make Periodic Advances with respect to the Mortgage Loans in each   
Trust Estate if the related Servicer fails to make a required Periodic Ad-      
vance.                                                                          

THE MORTGAGE LOANS                                                              

Each Trust will own the related Mortgage Loans (other than the Fixed Retained   
Yield described in this Prospectus, if any) and certain other related proper-   
ty, as specified in the applicable Prospectus Supplement.                       

The Mortgage Loans in each Trust Estate:                                        

. will be conventional, fixed or adjustable interest rate, mortgage loans     
secured by first liens on some or all of the following types of property, to
the extent set forth in the applicable Prospectus Supplement: (i) one-family
attached or detached residences, (ii) two- to four-family units, (iii) row  
houses, (iv) townhouses, (v) condominium units, (vi) units within planned   
unit developments, (vii) long-term leases with respect to any of the        
foregoing, and (viii) shares issued by private non-profit housing           
corporations and the related proprietary leases or occupancy agreements     
granting exclusive rights to occupy specified units in such cooperatives'   
buildings.                                                                  

. will have been acquired by the Depositor, either directly or indirectly     
through an affiliate from the Sellers;                                      

. will have been originated by mortgage loan originators which are either     
affiliated or unaffiliated with the Depositor; and                          

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. will have been underwritten to the standards specified herein or in the     
applicable Prospectus Supplement.                                           

See "The Trust Estates" and "The Mortgage Loan Programs--Mortgage Loan Under-   
writing."                                                                       

You should refer to the applicable Prospectus Supplement for the precise char-  
acteristics or expected characteristics of the Mortgage Loans and a description 
of the other property, if any, included in a particular Trust Estate.           

DISTRIBUTIONS ON THE CERTIFICATES                                               

Each Series of Certificates will include one or more classes (each, a "Class"). 
A Class of Certificates will be entitled, to the extent of funds available, to  
either:                                                                         

. principal and interest payments in respect of the related Mortgage Loans;   

. principal distributions, with no interest distributions;                    

. interest distributions, with no principal distributions; or                 

. such other distributions as are described in the applicable Prospectus      
Supplement.                                                                 

Interest Distributions                                                          

With respect to each Series of Certificates, interest on the related Mortgage   
Loans at the weighted average of their mortgage interest rates (net of servic-  
ing fees and certain other amounts as described in this Prospectus or in the    
applicable Prospectus Supplement), will be passed through to holders of the re- 
lated Classes of Certificates in accordance with the particular terms of each   
such Class of Certificates. The terms of each Class of Certificates will be de- 
scribed in the related Prospectus Supplement. See "Description of the Certifi-  
cates--Distributions to Certificateholders--Distributions of Interest."         

Except as otherwise specified in the applicable Prospectus Supplement, interest 
will accrue at the pass-through rate for each Class indicated in the applicable 
Prospectus Supplement (each, a "Pass-Through Rate") on its outstanding princi-  
pal balance or notional amount.                                                 

Principal Distributions                                                         

With respect to a Series of Certificates, principal payments (including prepay- 
ments) on the related Mortgage Loans will be passed through to holders of the   
related Certificates or otherwise applied in accordance with the related Pool-  
ing and Servicing Agreement on each Distribution Date. Distributions in reduc-  
tion of principal balance will be allocated among the Classes of Certificates   
of a Series in the manner specified in the applicable Prospectus Supplement.    
See "Description of the Certificates--Distributions to Certificateholders--Dis- 
tributions of Principal."                                                       

Distribution Dates                                                              

Distributions on the Certificates will generally be made on the 25th day (or,   
if such day is not a business day, the business day following the 25th day) of  
each month, commencing with the month following the month in which the applica- 
ble Cut-Off Date occurs (each, a "Distribution Date"). The "Cut-Off Date" for   
each Series will be the date specified in the applicable Prospectus Supplement. 

If so specified in the applicable Prospectus Supplement, distributions on Cer-  
tificates may be made on a different day of each month or may be made quarter-  
ly, or semi-annually, on the dates specified in such Prospectus Supplement.     

Record Dates                                                                    

Distributions will be made on each Distribution Date to Certificateholders of   
record at the close of business on (unless a different date is specified in the 
applicable Prospectus Supplement) the last business day of the month preceding  
the month in which such Distribution Date occurs (each, a "Record Date").       

CREDIT ENHANCEMENT                                                              

Subordination                                                                   

A Series of Certificates may include one or more Classes of senior certificates 
(the "Senior Certificates") and one or more Classes of subordinated certifi-    
cates (the "Subordinated Certificates"). The rights of the holders of Subordi-  
nated Certificates of a Series to receive distributions will be subordinated to 
such rights of the holders of the Senior Certificates of the same Series to the 
extent and in the manner specified in the applicable Prospectus Supplement.     

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Subordination is intended to enhance the likelihood of the timely receipt by    
the Senior Certificateholders of their proportionate share of scheduled         
monthly principal and interest payments on the related Mortgage Loans and to    
protect them from losses. This protection will be effected by:                  

. the preferential right of the Senior Certificateholders to receive, prior to
any distribution being made in respect of the related Subordinated Certifi- 
cates on each Distribution Date, current distributions on the related Mort- 
gage Loans of principal and interest due them on each Distribution Date out 
of the funds available for distributions on such date;                      

. the right of such holders to receive future distributions on the Mortgage   
Loans that would otherwise have been payable to the holders of Subordinated 
Certificates; and/or                                                        

. the prior allocation to the Subordinated Certificates of all or a portion of
losses realized on the underlying Mortgage Loans.                           

Other Types of Credit Enhancement                                               

If so specified in the applicable Prospectus Supplement, the Certificates of    
any Series, or any one or more Classes of a Series, may be entitled to the      
benefits of other types of credit enhancement, including but not limited to:    

.limited guarantee                      .mortgage pool                        
.financial guaranty                       insurance policy                    
insurance policy                        .reserve fund                           
.surety bond                            .cross-support                        
.letter of credit                                                             

Any credit support will be described in the applicable Prospectus Supplement.   

See "Description of the Certificates--Other Credit Enhancement."                

PERIODIC ADVANCES ON DELINQUENT PAYMENTS                                        

In the event that a payment on a Mortgage Loan is delinquent, the Servicer of   
the Mortgage Loan will be obligated to make cash advances ("Periodic Advanc-    
es") to the Servicer Custodial Account or the Certificate Account if the        
Servicer determines that it will be able to recover such amounts from future    
payments and collections on such Mortgage Loan. A Servicer who makes Periodic   
Advances will be reimbursed for such Periodic Advances as described in this     
Prospectus and in the applicable Prospectus Supplement. In certain circum-      
stances, the Master Servicer or Trustee will be required to make Periodic Ad-   
vances upon a Servicer default.                                                 

See "Servicing of the Mortgage Loans--Periodic Advances and Limitations There-  
on."                                                                            

FORMS OF CERTIFICATES                                                           

The Certificates will be issued either:                                         

. in book-entry form ("Book-Entry Certificates") through the facilities of The
Depository Trust Company ("DTC"); or                                        

. in fully-registered, certificated form ("Definitive Certificates").         

If you own Book-Entry Certificates, you will not receive a physical certifi-    
cate representing your ownership interest in such Book-Entry Certificates, ex-  
cept under extraordinary circumstances which are discussed in "Description of   
the Certificates--Definitive Form" in this Prospectus. Instead, DTC will ef-    
fect payments and transfers by means of its electronic recordkeeping services,  
acting through certain participating organizations. This may result in certain  
delays in your receipt of distributions and may restrict your ability to        
pledge your securities. Your rights with respect to Book-Entry Certificates     
may generally only be exercised through DTC and its participating organiza-     
tions.                                                                          

See "Description of the Certificates--Book-Entry Form."                         

OPTIONAL PURCHASE OF ALL MORTGAGE LOANS                                         

If so specified in the Prospectus Supplement with respect to a Series, all,     
but not less than all, of the Mortgage Loans in the related Trust and any       
property acquired with respect to such Mortgage Loans may be purchased by the   
Depositor or such other party as is specified in the applicable Prospectus      
Supplement. Any such purchase must be made in the manner and at the price       
specified in such Prospectus Supplement.                                        

If an election is made to treat the related Trust Estate (or one or more seg-   
regated pools of assets in the                                                  

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Trust Estate) as a "real estate mortgage investment conduit" (a "REMIC"), any   
such purchase will be effected only pursuant to a "qualified liquidation," as   
defined under Section 860F(a)(4)(A) of the Internal Revenue Code of 1986, as    
amended (the "Code").                                                           

Exercise of the right of purchase will effect the early retirement of the Cer-  
tificates of that Series.                                                       

See "Prepayment and Yield Considerations."                                      

ERISA LIMITATIONS                                                               

If you are a fiduciary of any employee benefit plan or another type of retire-  
ment plan or arrangement subject to the Employee Retirement Income Security Act 
of 1974, as amended ("ERISA"), the Code or similar law, you should carefully    
review with your legal advisors whether the purchase or holding of Certificates 
could give rise to a transaction prohibited or otherwise impermissible under    
ERISA or the Code.                                                              

Certain Classes of Certificates may not be transferred unless the Trustee and   
the Depositor are furnished with a letter of representation or an opinion of    
counsel to the effect that such transfer will not result in a violation of the  
prohibited transaction provisions of ERISA or the Code and will not subject the 
Trustee, the Depositor, any Servicers or the Master Servicer to additional      
obligations.                                                                    

See "ERISA Considerations."                                                     

TAX STATUS                                                                      

The treatment of the Certificates for federal income tax purposes will depend   
on:                                                                             

. whether a REMIC election is made with respect to a Series of Certificates;  
and                                                                         

. if a REMIC election is made, whether the Certificates are Regular Interests 
or Residual Interests.                                                      

See "Federal Income Tax Consequences."                                          

LEGAL INVESTMENT                                                                

The applicable Prospectus Supplement will specify whether the Class or Classes  
of Certificates offered will constitute "mortgage related securities" for pur-  
poses of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If  
your investment authority is subject to legal restrictions you should consult   
your own legal advisors to determine whether and to what extent such Certifi-   
cates constitute legal investments for you.                                     

See "Legal Investment" in this Prospectus and "Summary of Terms--Legal Invest-  
ment" in the applicable Prospectus Supplement.                                  

RATING                                                                          

Certificates of any Series will not be offered pursuant to this Prospectus and  
a Prospectus Supplement unless each offered Class is rated in one of the four   
highest rating categories by at least one nationally recognized statistical     
rating organization (a "Rating Agency").                                        

. A security rating is not a recommendation to buy, sell or hold the          
Certificates of any Series and is subject to revision or withdrawal at any  
time by the assigning rating agency.                                        

 . Ratings do not address the effect of prepayments on the yield you may antici-
pate when you purchase your Certificates.                                   

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RISK FACTORS  

Investors should consider, among other things, the following description of 
the material risks associated with the purchase of Certificates.                

Limited Liquidity                                                               

The liquidity of your Certificates may be limited. You should consider that:

. a secondary market for the Certificates of any Series may not develop, or 
if it does, it may not provide you with liquidity of investment, or it  
may not continue for the life of the Certificates of any Series;        

. the Prospectus Supplement for any Series of Certificates may indicate     
that an underwriter intends to establish a secondary market in such     
Certificates, but no underwriter will be obligated to do so; and        

. unless specified in the applicable Prospectus Supplement, the             
Certificates will not be listed on any securities exchange.             

Limited Assets for Payment of Certificates                                      

Except for any related insurance policies and any reserve fund or credit    
enhancement described in the applicable Prospectus Supplement:                  

. Mortgage Loans included in the related Trust Estate will be the sole      
source of payments on the Certificates of a Series;                     

. the Certificates of any Series will not represent an interest in or       
obligation of the Depositor, the Trustee or any of their affiliates,    
except for the Depositor's limited obligations with respect to certain  
breaches of its representations and warranties and, to the extent an    
 affiliate of the Depositor acts as such, its obligations as a Servicer or
Master Servicer, if applicable; and                                     

. neither the Certificates of any Series nor the related Mortgage Loans     
will be guaranteed or insured by any governmental agency or             
instrumentality, the Depositor, the Trustee, any of their affiliates or 
any other person.                                                       

Consequently, in the event that payments on the Mortgage Loans underlying   
your Series of Certificates are insufficient or otherwise unavailable to make   
all payments required on your Certificates, there will be no recourse to the    
Depositor, the Trustee or any of their affiliates or, except as specified in    
the applicable Prospectus Supplement, any other entity.                         

Credit Enhancement is Limited in Amount and Coverage                            

With respect to each Series of Certificates, credit enhancement may be      
provided in limited amounts to cover certain types of losses on the underlying  
Mortgage Loans. Credit enhancement will be provided in one or more of the       
forms referred to in this Prospectus, including, but not limited to:            
subordination of other Classes of Certificates of the same Series; a limited    
guarantee; a financial guaranty insurance policy; a surety bond; a letter of    
credit; a pool insurance policy; a special hazard insurance policy; a           
mortgagor bankruptcy bond; a reserve fund; cross-support; and any combination   
of the preceding types of credit enhancement. See "Description of the           
Certificates--Other Credit Enhancement."                                        

Regardless of the form of credit enhancement provided:                      

. 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;                                                                

. may provide only very limited coverage as to certain types of losses, and 
may provide no coverage as to certain other types of losses; and        

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. all or a portion of the credit enhancement for any Series of Certificates 
 will generally be permitted to be reduced, terminated or substituted for,
in the sole discretion of the Servicer or the Master Servicer, if each  
 applicable Rating Agency indicates that the then-current ratings will not
be adversely affected.                                                  

If losses exceed the amount of coverage provided by any credit enhancement  
or losses of a type not covered by any credit enhancement occur, such losses    
will be borne by the holders of the related Certificates (or certain Classes).  

The rating of any Class of Certificates by a Rating Agency may be lowered   
following its issuance as a result of the downgrading of the obligations of     
any applicable credit support provider, or as a result of losses on the         
related Mortgage Loans in excess of the levels contemplated by such Rating      
Agency at the time of its initial rating analysis.                              

Neither the Depositor nor any of its affiliates will have any obligation to 
replace or supplement any credit enhancement, or to take any other action to    
maintain any rating of any Class of Certificates.                               

See "Description of the Certificates--Other Credit Enhancement."            

Real Estate Market Conditions Affect Mortgage Loan Performance                  

An investment in securities such as the Certificates, which generally       
represent interests in pools of residential mortgage loans, may be affected by  
a decline in real estate values and changes in the mortgagor's financial        
condition. There is no assurance that the values of the Mortgaged Properties    
securing the Mortgage Loans underlying any Series of Certificates have          
remained or will remain at their levels on the dates of origination of the      
related Mortgage Loans.                                                         

If the residential real estate market should experience an overall decline  
in property values such that the outstanding balances of the Mortgage Loans     
contained in a particular Trust Estate and any secondary financing on the       
Mortgaged Properties, become equal to or greater than the value of the          
Mortgaged Properties, delinquencies, foreclosures and losses could be higher    
than those now generally experienced in the mortgage lending industry and       
those experienced in a Servicer's servicing portfolio.                          

If losses on Mortgage Loans underlying a Series are not covered by credit   
enhancement, Certificateholders of the Series 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. See "The Trusts Estates--  
Mortgage Loans" and "The Mortgage Loan Programs--Mortgage Loan Underwriting."   

Geographic Concentration May Increase Risk of Loss                              

The Mortgage Loans underlying certain Series of Certificates may be         
concentrated in certain regions. Such concentration may present risk            
considerations in addition to those generally present for similar mortgage-     
backed securities without such concentration. Certain geographic regions of     
the United States from time to time will experience weaker regional economic    
conditions and housing markets or be directly or indirectly affected by         
natural disasters or civil disturbances such as earthquakes, hurricanes,        
floods, eruptions or riots. Mortgage loans in such areas will experience        
higher rates of loss and delinquency than on mortgage loans generally.          
Although Mortgaged Properties located in certain identified flood zones will    
be required to be covered, to the maximum extent available, by flood            
insurance, as described under "Servicing of the Mortgage Loans--Insurance       
Policies," no Mortgaged Properties will otherwise be required to be insured     
against earthquake damage or any other loss not covered by Standard Hazard      
Insurance Policies, as described under "Servicing of the Mortgage Loans--       
Insurance Policies."                                                            

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See "The Mortgage Pool" in the related Prospectus Supplement for further        
information regarding the geographic concentration of the Mortgage Loans        
underlying the Certificates of any Series. See also "The Mortgage Loan          
Programs--Mortgage Loan Underwriting" and "Prepayment and Yield                 
Considerations--Weighted Average Life of Certificates."                         

General Economic Conditions May Increase Risk of Loss                           

Adverse economic conditions generally, in particular geographic areas or    
industries, or affecting particular segments of the borrowing community (such   
as mortgagors relying on commission income and self-employed mortgagors) and    
other factors which may or may not affect real property values (including the   
purposes for which the Mortgage Loans were made and the uses of the Mortgaged   
Properties) may affect the timely payment by mortgagors of scheduled payments   
of principal and interest on the Mortgage Loans and, accordingly, the actual    
rates of delinquencies, foreclosures and losses with respect to any Trust       
Estate. See "The Mortgage Loan Programs--Mortgage Loan Underwriting" and        
"Prepayment and Yield Considerations--Weighted Average Life of Certificates."   
If such losses are not covered by the applicable credit enhancement, holders    
of Certificates of the Series evidencing interests in the related Trust Estate  
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. See  
"The Trust Estates--Mortgage Loans" and "The Mortgage Loan Programs--Mortgage   
Loan Underwriting."                                                             

Yield is Sensitive to Rate of Principal Prepayment                              

The yield on the Certificates of each Series will depend in part on the rate
of principal payment on the Mortgage Loans (including prepayments,              
liquidations due to defaults and mortgage loan repurchases). Such yield may be  
adversely affected, depending upon whether a particular Certificate is          
purchased at a premium or a discount, by a higher or lower than anticipated     
rate of prepayments on the related Mortgage Loans. In particular:               

. the yield on Classes of Certificates entitling their holders primarily or 
exclusively to payments of interest or primarily or exclusively to      
payments of principal will be extremely sensitive to the rate of        
prepayments on the related Mortgage Loans; and                          

. the yield on certain Classes of Certificates may be relatively more       
sensitive to the rate of prepayment of specified Mortgage Loans than    
other Classes of Certificates.                                          

The rate of prepayments on Mortgage loans is influenced by a number of      
factors, including:                                                             

. prevailing mortgage market interest rates;                                

. local and national economic conditions;                                   

. homeowner mobility; and                                                   

. the ability of the borrower to obtain refinancing.                        

In addition, your yield may be adversely affected by interest shortfalls    
which may result from the timing of the receipt of prepayments or liquidations  
to the extent that such interest shortfalls are not covered by aggregate        
Servicing Fees or other mechanisms specified in the applicable Prospectus       
Supplement. Your yield will be also adversely affected to the extent that       
losses on the Mortgage Loans in the related Trust Estate are allocated to your  
Certificates and may be adversely affected to the extent of unadvanced          
delinquencies on the Mortgage Loans in the related Trust. Classes of            
Certificates identified in the applicable Prospectus Supplement as              
Subordinated Certificates are more likely to be affected by delinquencies and   
losses than other Classes of Certificates.                                      

See "Prepayment and Yield Considerations."                                  

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Bankruptcy of the Depositor or a Seller May Delay or Reduce Collections on      
Mortgage Loans                                                                  

Neither the United States Bankruptcy Code nor similar applicable state laws 
(the "Insolvency Laws") prohibit the Depositor from filing a voluntary          
application for relief under the Insolvency Laws. However, the transactions     
contemplated hereby and by the related Prospectus Supplement will be            
structured such that the voluntary or involuntary application for relief under  
the Insolvency Laws by the Depositor is unlikely and such filings by a Seller   
which is an affiliate of the Depositor from whom the Depositor acquires the     
Mortgage Loans should not result in consolidation of the assets and             
liabilities of the Depositor with those of such Seller. These steps include     
the creation of the Depositor as a separate, limited purpose subsidiary, the    
certificate of incorporation of which contains limitations on the nature of     
the Depositor's business and restrictions on the ability of the Depositor to    
commence voluntary or involuntary cases or proceedings under the Insolvency     
Laws without the prior unanimous affirmative vote of all its directors.         
However, there can be no assurance that the activities of the Depositor would   
not result in a court concluding that the assets and liabilities of the         
Depositor should be consolidated with those of such Seller.                     

Each Seller will transfer its related Mortgage Loans to the Depositor and   
the Depositor will transfer the Mortgage Loans to the related Trust Estate. If  
a Seller were to become a debtor in a bankruptcy case, a creditor or trustee    
(or the debtor itself) may take the position that the contribution or transfer  
of the Mortgage Loans by the Seller to the Depositor should be characterized    
as a pledge of such Mortgage Loans to secure a borrowing of such debtor, with   
the result that the Depositor is deemed to be a creditor of such Seller,        
secured by a pledge of the applicable Mortgage Loans. If such an attempt were   
successful, delays in payments of collections on the Mortgage Loans could       
occur or reductions in the amount of such payments could result, or such a      
trustee in bankruptcy could elect to accelerate payment of the obligation to    
the Depositor and liquidate the Mortgage Loans.                                 

Book-Entry System for Certain Classes of Certificates May Decrease Liquidity    
and Delay Payment                                                               

Since transactions in the Classes of Book-Entry Certificates of any Series  
generally can be effected only through DTC, DTC Participants and Indirect DTC   
Participants:                                                                   

. your ability to pledge Book-Entry Certificates to someone who does not    
participate in the DTC system, or to otherwise act with respect to such 
Book-Entry Certificates, may be limited due to the lack of a physical   
certificate;                                                            

. you may experience delays in your receipt of payments on Book-Entry       
Certificates because distributions will be made by the Trustee, or a    
Paying Agent on behalf of the Trustee, to Cede, as nominee for DTC; and 

. the liquidity of Book-Entry Certificates in any secondary trading market  
that may develop may be limited because investors may be unwilling to   
purchase securities for which they cannot obtain delivery of physical   
certificates.                                                           

See "Description of the Certificates--Book-Entry Form."                     

Cash Flow Agreements are Subject to Counterparty Risk                           

The assets of a Trust Estate may, if specified in the related Prospectus    
Supplement, include agreements, such as interest rate swap, cap, floor or       
similar agreements (each a "Cash Flow Agreement"), which will require the       
provider of such instrument (the "Counterparty") to make payments to the Trust  
Estate under the circumstances described in the Prospectus Supplement. If       
payments on the Certificates of the related Series depend in part on payments   
to be received under a Cash Flow Agreement, the ability of the Trust Estate to  
make payments on the Certificates will be subject to the credit risk of the     
Counterparty. The Prospectus Supplement for a Series of Certificates will       
describe any mechanism, such as the payment of "breakage fees," which may       
exist to facilitate replacement of a Cash Flow Agreement upon the default or    
credit impairment of the related Counterparty. However, there can be no         
assurance that any such mechanism will result in the ability of the Master      
Servicer to obtain a replacement Cash Flow Agreement.                           

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THE TRUST ESTATES 

General                                                                         

The Trust Estate for each Series of Certificates will consist primarily of  
mortgage loans (the "Mortgage Loans") evidenced by promissory notes (the        
"Mortgage Notes") secured by mortgages, deeds of trust or other instruments     
creating first liens (the "Mortgages") on some or all of the following eight    
types of property (as so secured, the "Mortgaged Properties"), to the extent    
set forth in the applicable Prospectus Supplement: (i) one-family attached or   
detached residences, (ii) two- to four-family units, (iii) row houses, (iv)     
townhouses, (v) condominium units, (vi) units within planned unit               
developments, (vii) long-term leases with respect to any of the foregoing, and  
(viii) shares issued by private non-profit housing corporations                 
("cooperatives") and the related proprietary leases or occupancy agreements     
granting exclusive rights to occupy specified units in such cooperatives'       
buildings. In addition, a Trust Estate will also include (i) amounts held from  
time to time in the related Certificate Account, (ii) the Depositor's interest  
in any primary mortgage insurance, hazard insurance, title insurance or other   
insurance policies relating to a Mortgage Loan, (iii) any property which        
initially secured a Mortgage Loan and which has been acquired by foreclosure    
or trustee's sale or deed in lieu of foreclosure or trustee's sale, (iv) if     
applicable, and to the extent set forth in the applicable Prospectus            
Supplement, any reserve fund or funds, (v) if applicable, and to the extent     
set forth in the applicable Prospectus Supplement, contractual obligations of   
any person to make payments in respect of any form of credit enhancement or     
any interest subsidy agreement and (vi) such other assets of the kind           
described herein as may be specified in the applicable Prospectus Supplement.   
The Trust Estate will not include the portion of interest on the Mortgage       
Loans which constitutes the Fixed Retained Yield, if any. See "Servicing of     
the Mortgage Loans--Fixed Retained Yield, Servicing Compensation and Payment    
of Expenses."                                                                   

Mortgage Loans                                                                  

The Mortgage Loans will have been acquired by the Depositor from affiliates 
of the Depositor or unaffiliated mortgage loan originators or sellers (each, a  
"Seller"). The Mortgage Loans will have been originated by affiliated or        
unaffiliated mortgage loan originators. Each Mortgage Loan will have been       
underwritten either to the standards set forth herein or to such other          
standards set forth in the applicable Prospectus Supplement. See "The Mortgage  
Loan Programs--Mortgage Loan Underwriting."                                     

Each of the Mortgage Loans will be secured by a Mortgage on a Mortgaged     
Property located in any of the 50 states or the District of Columbia.           

If specified in the applicable Prospectus Supplement, the Mortgage Loans may
be secured by leases on real property under circumstances that the applicable   
Seller determines in its discretion are commonly acceptable to institutional    
mortgage investors. A Mortgage Loan secured by a lease on real property is      
secured not by a fee simple interest in the Mortgaged Property but rather by a  
lease under which the mortgagor has the right, for a specified term, to use     
the related real estate and the residential dwelling located thereon.           
Generally, a Mortgage Loan will be secured by a lease only if the use of        
leasehold estates as security for mortgage loans is customary in the area       
where the Mortgaged Property is located, the lease is not subject to any prior  
lien that could result in termination of the lease and the term of the lease    
ends at least five years beyond the maturity date of the related Mortgage       
Loan. The provisions of each lease securing a Mortgage Loan will expressly      
permit (i) mortgaging of the leasehold estate, (ii) assignment of the lease     
without the lessor's consent and (iii) acquisition by the holder of the         
Mortgage, in its own or its nominee's name, of the rights of the lessee upon    
foreclosure or assignment in lieu of foreclosure, unless alternative            
arrangements provide the holder of the Mortgage with substantially similar      
protections. No lease will contain provisions which (i) provide for             
termination upon the lessee's default without the holder of the Mortgage being  
entitled to receive written notice of, and opportunity to cure, such default,   
(ii) provide for termination in the event of damage or destruction as long as   
the Mortgage is in existence or (iii) prohibit the holder of the Mortgage from  
being insured under the hazard insurance policy or policies related to the      
premises.                                                                       

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The Prospectus Supplement will set forth the geographic distribution of     
Mortgaged Properties and the number and aggregate unpaid principal balances of  
the Mortgage Loans by category of Mortgaged Property. The Prospectus            
Supplement for each Series will also set forth the range of original terms to   
maturity of the Mortgage Loans in the Trust Estate, the weighted average        
remaining term to stated maturity at the Cut-Off Date of such Mortgage Loans,   
the earliest and latest months of origination of such Mortgage Loans, the       
range of Mortgage Interest Rates borne by such Mortgage Loans, if such          
Mortgage Loans have varying Net Mortgage Interest Rates, the weighted average   
Net Mortgage Interest Rate at the Cut-Off Date of such Mortgage Loans, the      
range of loan-to-value ratios at the time of origination of such Mortgage       
Loans and the range of principal balances at origination of such Mortgage       
Loans.                                                                          

A Mortgage Loan will generally provide for level monthly installments       
(except, in the case of Balloon Loans, the final payment) consisting of         
interest equal to one-twelfth of the applicable Mortgage Interest Rate times    
the unpaid principal balance, with the remainder of such payment applied to     
principal (an "Actuarial Mortgage Loan"). No adjustment is made if payment on   
an Actuarial Mortgage Loan is made earlier or later than the Due Date,          
although the mortgagor may be subject to a late payment charge. If so           
specified in the applicable Prospectus Supplement, some Mortgage Loans may      
provide for payments that are allocated to principal and interest according to  
the daily simple interest method (each, a "Simple Interest Mortgage Loan"). A   
Simple Interest Mortgage Loan provides for the amortization of the amount       
financed under the Mortgage Loan over a series of equal monthly payments        
(except, in the case of a Balloon Loan, the final payment). Each monthly        
payment consists of an installment of interest which is calculated on the       
basis of the outstanding principal balance of the Mortgage Loan multiplied by   
the stated Mortgage Interest Rate and further multiplied by a fraction, the     
numerator of which is the number of days in the period elapsed since the        
preceding payment of interest was made and the denominator of which is the      
number of days in the annual period for which interest accrues on such          
Mortgage Loan. As payments are received under a Simple Interest Mortgage Loan,  
the amount received is applied first to interest accrued to the date of         
payment and the balance is applied to reduce the unpaid principal balance.      
Accordingly, if a borrower pays a fixed monthly installment on a Simple         
Interest Mortgage Loan before its scheduled due date, the portion of the        
payment allocable to interest for the period since the preceding payment was    
made will be less than it would have been had the payment been made as          
scheduled, and the portion of the payment applied to reduce the unpaid          
principal balance will be correspondingly greater. The next scheduled payment,  
however, will result in an allocation of a greater amount to interest if such   
payment is made on its scheduled due date. Conversely, if a borrower pays a     
fixed monthly installment after its scheduled due date, the portion of the      
payment allocable to interest for the period since the preceding payment was    
made will be greater than it would have been had the payment been made as       
scheduled, and the remaining portion, if any, of the payment applied to reduce  
the unpaid principal balance will be correspondingly less. Accordingly, if the  
borrower consistently makes scheduled payments after the scheduled due date,    
the Mortgage Loan will amortize more slowly than scheduled. If a Mortgage Loan  
is prepaid, the borrower is required to pay interest only to the date of        
prepayment.                                                                     

The information with respect to the Mortgage Loans and Mortgaged Properties 
described in the preceding three paragraphs may be presented in the Prospectus  
Supplement for a Series as ranges in which the actual characteristics of such   
Mortgage Loans and Mortgaged Properties are expected to fall. In all such       
cases, information as to the final characteristics of the Mortgage Loans and    
Mortgaged Properties will be available in a Current Report on Form 8-K which    
will be filed with the Commission within 15 days of the initial issuance of     
the related Series.                                                             

The Mortgage Loans in a Trust Estate will generally have monthly payments   
due on the first of each month (each, a "Due Date") but may, if so specified    
in the applicable Prospectus Supplement, have payments due on a different day   
of each month and will be of one of the following types of mortgage loans:      

a. Fixed Rate Loans. If so specified in the applicable Prospectus           
Supplement, a Trust Estate may contain fixed-rate, fully-amortizing Mortgage    
Loans providing for level monthly payments of principal and interest and terms  
at origination or modification of not more than 30 years. If specified in the   
applicable Prospectus Supplement, fixed rates on certain Mortgage Loans may be  
converted to adjustable rates after origination of such Mortgage Loans and      
upon the satisfaction of other conditions specified in the applicable           
Prospectus Supplement.                                                          

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If so specified in the applicable Prospectus Supplement, the Pooling and        
Servicing Agreement will require the Depositor or another party to repurchase   
each such converted Mortgage Loan at the price set forth in the applicable      
Prospectus Supplement. A Trust Estate containing fixed-rate Mortgage Loans may  
contain convertible Mortgage Loans which have converted from an adjustable      
interest rate prior to the formation of the Trust Estate and which are subject  
to no further conversions.                                                      

b. Adjustable Rate Loans. If so specified in the applicable Prospectus      
Supplement, a Trust Estate may contain adjustable-rate, fully-amortizing        
Mortgage Loans having an original or modified term to maturity of not more      
than 40 years with a related Mortgage Interest Rate which generally adjusts     
initially either one, three or six months, one, three, five, seven or ten       
years subsequent to the initial Due Date, and thereafter at either one-month,   
six-month, one-year or other intervals over the term of the Mortgage Loan to    
equal the sum of a fixed margin set forth in the related Mortgage Note (the     
"Note Margin") and an index. The applicable Prospectus Supplement will set      
forth the relevant index and the highest, lowest and weighted average Note      
Margin with respect to the adjustable-rate Mortgage Loans in the related Trust  
Estate. The applicable Prospectus Supplement will also indicate any periodic    
or lifetime limitations on the adjustment of any Mortgage Interest Rate.        

If specified in the applicable Prospectus Supplement, adjustable rates on   
certain Mortgage Loans may be converted to fixed rates after origination of     
such Mortgage Loans and upon the satisfaction of the conditions specified in    
the applicable Prospectus Supplement. If specified in the applicable            
Prospectus Supplement, the Depositor or another party will generally be         
required to repurchase each such converted Mortgage Loan at the price set       
forth in the applicable Prospectus Supplement. A Trust Estate containing        
adjustable-rate Mortgage Loans may contain convertible Mortgage Loans which     
have converted from a fixed interest rate prior to the formation of the Trust   
Estate.                                                                         

If so specified in the applicable Prospectus Supplement, a Trust Estate may 
contain adjustable-rate Mortgage Loans which have Mortgage Interest Rates that  
generally adjust monthly or may adjust at other intervals as specified in the   
applicable Prospectus Supplement. The scheduled monthly payment will be         
adjusted as and when described in the applicable Prospectus Supplement (at      
intervals which may be different from those at which the Mortgage Interest      
Rate is adjusted) to an amount that would fully amortize the Mortgage Loan      
over its remaining term on a level debt service basis. Increases in the         
scheduled monthly payment may be subject to certain limitations, as specified   
in the applicable Prospectus Supplement, which may result in negative           
amortization of principal. If an adjustment to the Mortgage Interest Rate on    
such a Mortgage Loan causes the amount of interest accrued thereon in any       
month to exceed the current scheduled monthly payment on such mortgage loan,    
the resulting amount of interest that has accrued but is not then payable       
("Deferred Interest") will be added to the principal balance of such Mortgage   
Loan.                                                                           

c. Net 5 Loans.  If so specified in the applicable Prospectus Supplement, a 
Trust Estate may contain Mortgage Loans having an original term to maturity of  
not more than 30 years with a Mortgage Interest Rate which adjusts initially    
five years subsequent to the initial payment date, and thereafter at one-       
month, six-month, one-year or other intervals (with corresponding adjustments   
in the amount of monthly payments) over the term of the mortgage loan to equal  
the sum of the related Note Margin and index, and providing for monthly         
payments of interest only prior to the date of the initial Mortgage Interest    
Rate adjustment and monthly payments of principal and interest thereafter       
sufficient to fully-amortize the Mortgage Loans over their remaining terms to   
maturity ("Net 5 Loans"). The related Prospectus Supplement will set forth the  
relevant index and the highest, lowest and weighted average Note Margin with    
respect to the Net 5 Loans in the related Trust Estate. The related Prospectus  
Supplement will also indicate any periodic or lifetime limitations on changes   
in any per annum Mortgage Interest Rate at the time of any adjustment.          

d. Graduated Payment Loans. If so specified in the applicable Prospectus    
Supplement, a Trust Estate may contain fixed-rate, graduated-payment Mortgage   
Loans having original or modified terms to maturity of not more than 30 years   
with monthly payments during the first year calculated on the basis of an       
assumed interest rate which is a specified percentage below the Mortgage        
Interest Rate on such Mortgage Loan. Such monthly                               

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payments increase at the beginning of the second year by a specified            
percentage of the monthly payment during the preceding year and each year       
specified thereafter to the extent necessary to amortize the Mortgage Loan      
over the remainder of its term or other shorter period. Mortgage Loans          
incorporating such graduated payment features may include (i) "Graduated Pay    
Mortgage Loans," pursuant to which amounts constituting Deferred Interest are   
added to the principal balances of such Mortgage Loans, (ii) "Tiered Payment    
Mortgage Loans," pursuant to which, if the amount of interest accrued in any    
month exceeds the current scheduled payment for such month, such excess         
amounts are paid from a subsidy account (usually funded by a home builder or    
family member) established at closing and (iii) "Growing Equity Mortgage        
Loans," for which the monthly payments increase at a rate which has the effect  
of amortizing the loan over a period shorter than the stated term.              

e. Subsidy Loans. If so specified in the applicable Prospectus Supplement, a
Trust Estate may contain Mortgage Loans subject to temporary interest subsidy   
agreements ("Subsidy Loans") pursuant to which the monthly payments made by     
the related mortgagors will be less than the scheduled monthly payments on      
such Mortgage Loans with the present value of the resulting difference in       
payment ("Subsidy Payments") being provided by the employer of the mortgagor,   
generally on an annual basis. Subsidy Payments will generally be placed in a    
custodial account ("Subsidy Account") by the related Servicer. Despite the      
existence of a subsidy program, a mortgagor remains primarily liable for        
making all scheduled payments on a Subsidy Loan and for all other obligations   
provided for in the related Mortgage Note and Mortgage Loan.                    

Subsidy Loans are offered by employers generally through either a graduated 
or fixed subsidy loan program, or a combination thereof. The terms of the       
subsidy agreements relating to Subsidy Loans generally range from one to ten    
years. The subsidy agreements relating to Subsidy Loans made under a graduated  
program generally will provide for subsidy payments that result in effective    
subsidized interest rates between three percentage points and five percentage   
points below the Mortgage Interest Rates specified in the related Mortgage      
Notes. Generally, under a graduated program, the subsidized rate for a          
Mortgage Loan will increase approximately one percentage point per year until   
it equals the full Mortgage Interest Rate. For example, if the initial          
subsidized interest rate is five percentage points below the Mortgage Interest  
Rate in year one, the subsidized rate will increase to four percentage points   
below the Mortgage Interest Rate in year two, and likewise until year six,      
when the subsidized rate will equal the Mortgage Interest Rate. Where the       
subsidy agreements relating to Subsidy Loans are in effect for longer than      
five years, the subsidized interest rates generally increase at smaller         
percentage increments for each year. The subsidy agreements relating to         
Subsidy Loans made under a fixed program generally will provide for subsidized  
interest rates at fixed percentages (generally one percentage point to two      
percentage points) below the Mortgage Interest Rates for specified periods,     
generally not in excess of ten years. Subsidy Loans are also offered pursuant   
to combination fixed/graduated programs. The subsidy agreements relating to     
such Subsidy Loans generally will provide for an initial fixed subsidy of up    
to five percentage points below the related Mortgage Interest Rate for up to    
five years, and then a periodic reduction in the subsidy for up to five years,  
at an equal fixed percentage per year until the subsidized rate equals the      
Mortgage Interest Rate.                                                         

Generally, employers may terminate subsidy programs in the event of (i) the 
mortgagor's death, retirement, resignation or termination of employment, (ii)   
the full prepayment of the Subsidy Loan by the mortgagor, (iii) the sale or     
transfer by the mortgagor of the related Mortgaged Property as a result of      
which the mortgagee is entitled to accelerate the Subsidy Loan pursuant to the  
"due-on-sale" clause contained in the Mortgage, or (iv) the commencement of     
foreclosure proceedings or the acceptance of a deed in lieu of foreclosure. In  
addition, some subsidy programs provide that if prevailing market rates of      
interest on mortgage loans similar to a Subsidy Loan are less than the          
Mortgage Interest Rate of such Subsidy Loan, the employer may request that the  
mortgagor refinance such Subsidy Loan and may terminate the related subsidy     
agreement if the mortgagor fails to refinance such Subsidy Loan. In the event   
the mortgagor refinances such Subsidy Loan, the new loan will not be included   
in the Trust Estate. See "Prepayment and Yield Considerations." In the event a  
subsidy agreement is terminated, the amount remaining in the Subsidy Account    
will be returned to the employer, and the mortgagor will be obligated to make   
the full amount of all remaining scheduled payments, if any. The mortgagor's    
reduced monthly housing expense as a consequence of payments under a subsidy    
agreement is used by certain Sellers in determining certain expense-to-income   
ratios utilized in underwriting a Subsidy Loan. See "The Mortgage Loan          
Programs--Mortgage Loan Underwriting."                                          

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f. Buy-Down Loans. If so specified in the applicable Prospectus Supplement, 
a Trust Estate may contain Mortgage Loans subject to temporary buy-down plans   
("Buy-Down 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 on the Mortgage Loan. The resulting difference in    
payment will be compensated for from an amount contributed by the seller of     
the related Mortgaged Property or another source, including the originator of   
the Mortgage Loan (generally on a present value basis) and, if so specified in  
the applicable Prospectus Supplement, placed in a custodial account (the "Buy-  
Down Fund") by the related Servicer. If the mortgagor on a Buy-Down Loan        
prepays such Mortgage Loan in its entirety, or defaults on such Mortgage Loan   
and the Mortgaged Property is sold in liquidation thereof, during the period    
when the mortgagor is not obligated, by virtue of the buy-down plan, to pay     
the full monthly payment otherwise due on such loan, the unpaid principal       
balance of such Buy-Down Loan will be reduced by the amounts remaining in the   
Buy-Down Fund with respect to such Buy-Down Loan, and such amounts will be      
deposited in the Servicer Custodial Account or the Certificate Account, net of  
any amounts paid with respect to such Buy-Down Loan by any insurer, guarantor   
or other person pursuant to a credit enhancement arrangement described in the   
applicable Prospectus Supplement.                                               

g. Balloon Loans.  If so specified in the applicable Prospectus Supplement, 
a Trust Estate may contain Mortgage Loans which are amortized over a fixed      
period not exceeding 30 years but which have shorter terms to maturity          
("Balloon Loans") that causes the outstanding principal balance of the related  
Mortgage Loan to be due and payable at the end of a certain specified period    
(the "Balloon Period"). The borrower of such Balloon Loan will be obligated to  
pay the entire outstanding principal balance of the Balloon Loan at the end of  
the related Balloon Period. In the event the related mortgagor refinances a     
Balloon Loan at maturity, the new loan will not be included in the Trust        
Estate. See "Prepayment and Yield Considerations" herein.                       

h. Pledged Asset Mortgage Loans. If so specified in the applicable          
Prospectus Supplement, a Trust Estate may contain fixed-rate mortgage loans     
having original terms to stated maturity of not more than 30 years which are    
either (i) secured by a security interest in additional collateral (normally    
securities) owned by the borrower or (ii) supported by a third party guarantee  
(usually a parent of the borrower); which is in turn secured by a security      
interest in collateral (usually securities) owned by such guarantor (any such   
loans, "Pledged Asset Mortgage Loans," and any such collateral, "Additional     
Collateral"). Generally, the amount of such Additional Collateral will not      
exceed 30% of the amount of such loan, and the requirement to maintain          
Additional Collateral will terminate when the principal amount of the loan is   
paid down to a predetermined amount.                                            

A Trust Estate may also include other types of first-lien, residential      
Mortgage Loans to the extent set forth in the applicable Prospectus             
Supplement.                                                                     

THE DEPOSITOR 

Bank of America Mortgage Securities, Inc. (the "Depositor") was incorporated
in the State of Delaware on May 6, 1996 and filed a Certificate of Amendment    
of Certificate of Incorporation changing its name to "Bank of America Mortgage  
Securities, Inc." on January 8, 1999. The Depositor is a wholly-owned           
subsidiary of NationsBank, N.A. It is not expected that the Depositor will      
have any business operations other than offering Certificates and related       
activities.                                                                     

The Depositor maintains its principal executive office at 345 Montgomery    
Street, Lower Level #2, Unit #8152, San Francisco, California 94104. Its        
telephone number is (415) 622-3676.                                             

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THE MORTGAGE LOAN PROGRAMS  

General                                                                         

The Depositor will purchase the Mortgage Loans, either directly or through  
its affiliates, from Sellers. The Sellers may be affiliated or unaffiliated     
with the Depositor. The Mortgage Loans will generally have been underwritten    
in accordance with the underwriting standards set forth below. In the event     
the Mortgage Loans in a particular Trust Estate have been originated in         
accordance with underwriting standards which vary materially from those         
described below, the underwriting standards will be described in the related    
Prospectus Supplement.                                                          

Mortgage Loan Underwriting                                                      

The underwriting guidelines are intended to evaluate the mortgagor's credit 
standing and repayment ability and the value and adequacy of the mortgaged      
property as collateral. The underwriting guidelines are applied in a            
standard procedure which is intended to comply with applicable federal and      
state laws and regulations. With respect to the underwriting guidelines         
described below, as well as any other underwriting guidelines that may be       
applicable to the Mortgage Loans, such underwriting standards generally         
include a set of specific criteria pursuant to which the underwriting           
evaluation is made. However, the application of such underwriting guidelines    
does not imply that each specific criteria was satisfied individually. A        
Seller will have considered a Mortgage Loan to be originated in accordance      
with a given set of underwriting guidelines if, based on an overall             
qualitative evaluation, the loan is in substantial compliance with such         
underwriting guidelines. A Mortgage Loan may be considered to comply with a     
set of underwriting standards, even if one or more specific criteria included   
in such underwriting standards were not satisfied, if other factors             
compensated for the criteria that were not satisfied or the Mortgage Loan is    
considered to be in substantial compliance with the underwriting standards.     

Initially, a prospective mortgagor is required to fill out a detailed       
application designed to provide pertinent credit information. As part of the    
description of the prospective mortgagor's financial condition, the applicant   
is required to provide current information describing assets and liabilities    
and a statement of income and expenses, as well as an authorization to apply    
for a credit report which summarizes the applicant's credit history with        
merchants and lenders and any record of bankruptcy. In most cases, an           
employment verification is obtained either from the applicant's employer        
wherein the employer reports the length of employment with that organization,   
the current salary and an indication as to whether it is expected that the      
applicant will continue such employment in the future or through analysis of    
copies of federal withholding (IRS W-2) forms, current payroll earnings         
statements and account statements of the applicant. If a prospective mortgagor  
is self-employed, the applicant is required to submit copies of signed tax      
returns. The applicant also authorizes deposit verification at all financial    
institutions where the applicant has accounts. A Seller may, as part of its     
overall evaluation of the applicant's creditworthiness, use a credit scoring    
system or mortgage scoring system to evaluate in a statistical manner the       
expected performance of a Mortgage Loan based on the pertinent credit           
information concerning the applicant provided through national credit bureaus,  
certain other information provided by the applicant and an assessment of        
specific mortgage loan characteristics, including loan-to-value ratio and type  
of loan product.                                                                

Certain Sellers may use an automated process to assist in making credit     
decisions on certain mortgage loans. A prospective borrower's credit history    
is assigned a score based on standard criteria designed to predict the          
possibility of a default by the prospective borrower on a mortgage loan. An     
application from a prospective borrower whose score indicates a high            
probability of default will receive scrutiny from a senior underwriter who may  
override a decision based on the credit score. An application from a            
prospective borrower whose score indicates a lower probability of default is    
subject to less stringent underwriting guidelines and documentation standards   
to verify the information in the application.                                   

In addition, certain Sellers may maintain alternative underwriting          
guidelines for certain qualifying Mortgage Loans underwritten through an        
underwriting program ("Limited or Reduced Documentation Guidelines") designed   
to streamline the loan underwriting process. Certain reduced loan               
documentation programs may not require income, employment or asset              
verifications. Generally, in order to be eligible for a reduced loan            
documentation program, the Mortgaged Property must have a loan-to-value ratio   
which supports the amount of the Mortgage Loan and the mortgagor must have a    
good credit history. Eligibility for such program may be determined by use of   
a credit scoring model.                                                         

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Once all applicable employment and deposit documentation and the credit     
report are received, a determination is made as to whether the prospective      
mortgagor has sufficient monthly income available to meet the mortgagor's       
monthly obligations on the proposed mortgage loan and other expenses related    
to the mortgaged property (such as property taxes, hazard insurance and         
maintenance and utility costs) and to meet other financial obligations and      
monthly living expenses.                                                        

To determine the adequacy of the Mortgaged Property as collateral, an       
appraisal is made of each property considered for financing. The appraisal is   
conducted by either a staff appraiser of the applicable Seller or an            
independent appraiser. The appraiser is required to inspect the property and    
verify that it is in acceptable condition and that construction, if recent,     
has been completed. The appraisal is based on various factors including the     
appraiser's estimate of values, giving appropriate weight to both the market    
value of comparable housing, as well as the cost of replacing the property.     

Appraisers may be required by a Seller to note on their appraisal any       
environmental hazard the appraiser becomes aware of while appraising the        
property. Properties with contaminated water or septic may be ineligible for    
financing by certain originators. EPA Lead Paint requirements for notice and    
an inspection period are standard for properties built before 1978. Properties  
containing other hazards may be eligible for financing if the appraiser can     
value the property showing the impact of the hazard, and the borrower executes  
a "hold harmless" letter to the lender.                                         

The title insurance policy may include Environmental Protection Lien        
Endorsement coverage (ALTA Form 8.1 or its equivalent) excepting only           
Superliens which may arise after the loan is made. See "Certain Legal Aspects   
of the Mortgage Loans--Environmental Considerations."                           

With respect to certain mortgage loans, the underwriting of such mortgage   
loans may be based on data obtained by parties, other than the applicable       
Seller, that are involved at various stages in the mortgage origination or      
acquisition process. This typically occurs under circumstances in which loans   
are subject to more than one approval process, as when correspondents, certain  
mortgage brokers or similar entities that have been approved by a Seller to     
process loans on its behalf, or independent contractors hired by such Seller    
to perform underwriting services on its behalf make initial determinations as   
to the consistency of loans with such Seller's underwriting guidelines. The     
underwriting of mortgage loans acquired by a Seller pursuant to a delegated     
underwriting arrangement with a correspondent may not be reviewed prior to      
acquisition of the mortgage loan by such Seller although the mortgage loan      
file may be reviewed by such Seller to confirm that certain documents are       
included in the file. Instead, such Seller may rely on (i) the correspondent's  
representations that such mortgage loan was underwritten in accordance with     
such Seller's underwriting standards and (ii) a post-purchase review of a       
sampling of all mortgage loans acquired from such originator. In addition, in   
order to be eligible to sell mortgage loans to such Seller pursuant to a        
delegated underwriting arrangement, the originator must meet certain            
requirements including, among other things, certain quality, operational and    
financial guidelines.                                                           

Certain states where the Mortgaged Properties securing the Mortgage Notes   
are located are "anti-deficiency" states where, in general, lenders providing   
credit on one-to-four-family properties must look solely to the property for    
repayment in the event of foreclosure, see "Certain Legal Aspects of the        
Mortgage Loans--Anti-Deficiency Legislation, the Bankruptcy Code and Other      
Limitations on Lenders." The underwriting guidelines in all states (including   
anti-deficiency states) require that the value of the property being financed,  
as indicated by the appraisal, currently supports and is anticipated to         
support in the future the outstanding loan balance and provides sufficient      
value to mitigate the effects of adverse shifts in real estate values,          
although there can be no assurance that such value will support the             
outstanding loan balance in the future.                                         

Except as described in the related Prospectus Supplement, Mortgage Loans    
originated with Loan-to-Value Ratios in excess of 80% will be covered by        
primary mortgage insurance. The "Loan-to-Value Ratio" is the ratio, expressed   
as a percentage, of the principal amount of the Mortgage Loan at origination    
to the lesser of (i) the appraised value of the related Mortgaged Property, as  
established by an appraisal obtained by the originator prior to origination,    
or (ii) the sale price for such property. For the purpose of calculating the    
Loan-to-Value                                                                   

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Ratio of any Mortgage Loan that is the result of the refinancing (including a   
refinancing for "equity take out" purposes) of an existing mortgage loan, the   
appraised value of the related Mortgaged Property is generally determined by    
reference to an appraisal obtained in connection with the origination of the    
replacement loan.                                                               

Certain of the Mortgage Loans may be purchased by the Depositor either      
directly or through an affiliate in negotiated transactions, and such           
negotiated transactions may be governed by contractual agreements. The          
contractual agreements with Sellers may provide the commitment by the           
Depositor or an affiliate to accept the delivery of a certain dollar amount of  
mortgage loans over a specific period of time; this commitment may allow for    
the delivery of mortgage loans one at a time or in multiples as aggregated by   
the Seller. Many of the contractual agreements allow the delegation of all      
underwriting functions to the Seller, who will represent that the Mortgage      
Loans have been originated in accordance with underwriting standards agreed to  
by the Depositor or its affiliate. In the event such standards differ           
naturally from those set forth above, the related Prospectus Supplement will    
describe such standards.                                                        

Representations and Warranties                                                  

In connection with the transfer of the Mortgage Loans related to any Series 
by the Depositor to the Trust Estate, the Depositor will generally make         
certain representations and warranties regarding the Mortgage Loans. If so      
indicated in the applicable Prospectus Supplement, the Depositor may, rather    
than itself making representations and warranties, cause the representations    
and warranties made by the Seller in connection with its sale of Mortgage       
Loans to the Depositor or to another affiliate of the Depositor to be assigned  
to the Trust Estate. In such cases, the Seller's representations and            
warranties may have been made as of a date prior to the date of execution of    
the Pooling and Servicing Agreement. Such representations and warranties        
(whether made by the Depositor or another party) will generally include the     
following with respect to the Mortgage Loans, or each Mortgage Loan, as the     
case may be: (i) the schedule of Mortgage Loans appearing as an exhibit to      
such Pooling and Servicing Agreement is correct in all material respects at     
the date or dates respecting which such information is furnished as specified   
therein; (ii) immediately prior to the transfer and assignment contemplated by  
the Pooling and Servicing Agreement, the Depositor is the sole owner and        
holder of the Mortgage Loan, free and clear of any and all liens, pledges,      
charges or security interests of any nature and has full right and authority    
to sell and assign the same; (iii) to the knowledge of the representing party,  
no Mortgage Note or Mortgage is subject to any right of rescission, set-off,    
counterclaim or defense; (iv) the Mortgage Loan is covered by a title           
insurance policy (or in the case of any Mortgage Loan secured by a Mortgaged    
Property located in a jurisdiction where such policies are generally not        
available, an opinion of counsel of the type customarily rendered in such       
jurisdiction in lieu of title insurance is instead received); (v) the Mortgage  
is a valid, subsisting and enforceable first lien on the related Mortgaged      
Property; (vi) the Mortgaged Property is undamaged by water, fire, earthquake   
or earth movement, windstorm, flood, tornado or similar casualty (excluding     
casualty from the presence of hazardous wastes or hazardous substances, as to   
which no representation is made), so as to affect adversely the value of the    
Mortgaged Property as security for the Mortgage Loan or the use for which the   
premises were intended; (vii) all payments required to be made up to the Due    
Date immediately preceding the Cut-Off Date for such Mortgage Loan under the    
terms of the related Mortgage Note have been made and no Mortgage Loan had      
more than one delinquency in the 12 months preceding the Cut-Off Date; and      
(viii) any and all requirements of any federal, state or local law with         
respect to the origination of the Mortgage Loans including, without             
limitation, usury, truth-in-lending, real estate settlement procedures,         
consumer credit protection, equal credit opportunity or disclosure laws         
applicable to the Mortgage Loans have been complied with.                       

No representations or warranties are made by the Depositor or any other     
party as to the environmental condition of any Mortgaged Property including     
the absence, presence or effect of hazardous wastes or hazardous substances on  
such Mortgaged Property or any effect from the presence or effect of hazardous  
wastes or hazardous substances on, near or emanating from such Mortgaged        
Property. See "Certain Legal Aspects of the Mortgage Loans--Environmental       
Considerations."                                                                

See "The Pooling and Servicing Agreement--Assignment of Mortgage Loans to   
the Trustee" for a description of the limited remedies available in connection  
with breaches of the foregoing representations and warranties.                  

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DESCRIPTION OF THE CERTIFICATES 

General                                                                         

Each Series of Certificates will include one or more Classes. Any Class of  
Certificates may consist of two or more non-severable components, each of       
which may exhibit any of the principal or interest payment characteristics      
described herein with respect to a Class of Certificates. A Series may include  
one or more Classes of Certificates entitled, to the extent of funds            
available, to (i) principal and interest distributions in respect of the        
related Mortgage Loans, (ii) principal distributions, with no interest          
distributions, (iii) interest distributions, with no principal distributions    
or (iv) such other distributions as are described in the applicable Prospectus  
Supplement.                                                                     

Each Series of Certificates will be issued on the date specified in the     
applicable Prospectus Supplement (the "Closing Date") pursuant to a Pooling     
and Servicing Agreement (the "Pooling and Servicing Agreement") among the       
Depositor, the Servicer(s) (or, if applicable, the Master Servicer), and the    
Trustee named in the applicable Prospectus Supplement. An illustrative form of  
Pooling and Servicing Agreement has been filed as an exhibit to the             
Registration Statement of which this Prospectus is a part. The following        
summaries describe material provisions common to the Certificates and to each   
Pooling and Servicing Agreement. The summaries are subject to, and are          
qualified by reference to, the further material provisions of the Pooling and   
Servicing Agreement for each specific Series of Certificates, as described in   
the applicable Prospectus Supplement. Wherever particular sections or defined   
terms of the Pooling and Servicing Agreement are referred to, such sections or  
defined terms are thereby incorporated herein by reference from the form of     
Pooling and Servicing Agreement filed as an exhibit to the Registration         
Statement.                                                                      

Distributions to holders of Certificates (the "Certificateholders") of all  
Series (other than the final distribution in retirement of the Certificates)    
will be made by check mailed to the address of the person entitled thereto      
(which in the case of Book-Entry Certificates will be Cede as nominee for DTC)  
as it appears on the certificate register, except that, with respect to any     
holder of a Certificate evidencing not less than a certain minimum              
denomination set forth in the applicable Prospectus Supplement, distributions   
will be made by wire transfer in immediately available funds, provided that     
the Trustee or the Paying Agent acting on behalf of the Trustee shall have      
been furnished with appropriate wiring instructions not less than seven         
business days prior to the related Distribution Date. The final distribution    
in retirement of Certificates will be made only upon presentation and           
surrender of the Certificates at the office or agency maintained by the         
Trustee or other entity for such purpose, as specified in the final             
distribution notice to Certificateholders.                                      

Each Series of Certificates will represent ownership interests in the       
related Trust Estate. An election may be made to treat the Trust Estate (or     
one or more segregated pools of assets therein) with respect to a Series of     
Certificates as a REMIC. If such an election is made, such Series will consist  
of one or more Classes of Certificates that will represent "regular interests"  
within the meaning of Code Section 860G(a)(1) (such Class or Classes            
collectively referred to as the "Regular Certificates") and one Class of        
Certificates with respect to each REMIC that will be designated as the          
"residual interest" within the meaning of Code Section 860G(a)(2) (the          
"Residual Certificates") representing the right to receive distributions as     
specified in the Prospectus Supplement for such Series. See "Federal Income     
Tax Consequences."                                                              

The Depositor may sell certain Classes of the Certificates of a Series,     
including one or more Classes of Subordinated Certificates, in privately        
negotiated transactions exempt from registration under the Securities Act.      
Alternatively, if so specified in a Prospectus Supplement relating to such      
Subordinated Certificates, the Depositor may offer one or more Classes of the   
Subordinated Certificates of a Series by means of this Prospectus and such      
Prospectus Supplement.                                                          

Definitive Form                                                                 

Certificates of a Series that are issued in fully-registered, certificated  
form are referred to herein as "Definitive Certificates." Distributions of      
principal of, and interest on, the Definitive Certificates will be made         

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directly to holders of Definitive Certificates in accordance with the           
procedures set forth in the Pooling and Servicing Agreement. The Definitive     
Certificates of a Series offered hereby and by means of the applicable          
Prospectus Supplements will be transferable and exchangeable at the office or   
agency maintained by the Trustee or such other entity for such purpose set      
forth in the applicable Prospectus Supplement. No service charge will be made   
for any transfer or exchange of Definitive Certificates, but the Trustee or     
such other entity may require payment of a sum sufficient to cover any tax or   
other governmental charge in connection with such transfer or exchange.         

In the event that an election is made to treat the Trust Estate (or one or  
more segregated pools of assets therein) as a REMIC, the "residual interest"    
thereof will be issued as a Definitive Certificate. No legal or beneficial      
interest in all or any portion of any "residual interest" may be transferred    
without the receipt by the transferor and the Trustee of an affidavit signed    
by the transferee stating, among other things, that the transferee (i) is not   
a disqualified organization within the meaning of Code Section 860E(e) or an    
agent (including a broker, nominee or middleman) thereof and (ii) understands   
that it may incur tax liabilities in excess of any cash flows generated by the  
residual interest. Further, the transferee must state in the affidavit that it  
(a) historically has paid its debts as they have come due, (b) intends to pay   
its debts as they come due in the future and (c) intends to pay taxes           
associated with holding the residual interest as they become due. The           
transferor must certify to the Trustee that, as of the time of the transfer,    
it has no actual knowledge that any of the statements made in the transferee    
affidavit are false and no reason to know that the statements made by the       
transferee pursuant to clauses (a), (b) and (c) of the preceding sentence are   
false. See "Federal Income Tax Consequences--Federal Income Tax Consequences    
for REMIC Certificates--Taxation of Residual Certificates--Tax-Related          
Restrictions on Transfer of Residual Certificates."                             

Book-Entry Form                                                                 

Each Class of the Book-Entry Certificates of a Series initially will be     
represented by one or more physical certificates registered in the name of      
Cede & Co. ("Cede"), as nominee of DTC, which will be the "holder" or           
"Certificateholder" of such Certificates, as such terms are used herein. No     
person acquiring an interest in a Book-Entry Certificate (a "Beneficial         
Owner") will be entitled to receive a Definitive Certificate representing such  
person's interest in the Book-Entry Certificate, except as set forth below.     
Unless and until Definitive Certificates are issued under the limited           
circumstances described herein, all references to actions taken by              
Certificateholders or holders shall, in the case of the Book-Entry              
Certificates, refer to actions taken by DTC upon instructions from its DTC      
Participants, and all references herein to distributions, notices, reports and  
statements to Certificateholders or holders shall, in the case of the Book-     
Entry Certificates, refer to distributions, notices, reports and statements to  
DTC or Cede, as the registered holder of the Book-Entry Certificates, as the    
case may be, for distribution to Beneficial Owners in accordance with DTC       
procedures.                                                                     

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 New York Uniform Commercial Code and a "clearing      
agency" registered pursuant to Section 17A of the Securities Exchange Act of    
1934, as amended. DTC was created to hold securities for its participating      
organizations ("DTC Participants") and to facilitate the clearance and          
settlement of securities transactions among DTC Participants through            
electronic book entries, thereby eliminating the need for physical movement of  
certificates. DTC Participants include securities brokers and dealers (which    
may include any underwriter identified in the Prospectus Supplement applicable  
to any Series), banks, trust companies and clearing corporations. Indirect      
access to the DTC system also is available to banks, brokers, dealers, trust    
companies and other institutions that clear through or maintain a custodial     
relationship with a DTC Participant, either directly or indirectly ("Indirect   
DTC Participants").                                                             

Under the rules, regulations and procedures creating and affecting DTC and  
its operations (the "Rules"), DTC is required to make book-entry transfers of   
Book-Entry Certificates among DTC Participants on whose behalf it acts with     
respect to the Book-Entry Certificates and to receive and transmit              
distributions of principal of                                                   

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and interest on the Book-Entry Certificates. DTC Participants and Indirect DTC  
Participants with which Beneficial Owners have accounts with respect to the     
Book-Entry Certificates similarly are required to make book-entry transfers     
and receive and transmit such payments on behalf of their respective            
Beneficial Owners.                                                              

Beneficial Owners that are not DTC Participants or Indirect DTC Participants
but desire to purchase, sell or otherwise transfer ownership of, or other       
interests in, Book-Entry Certificates may do so only through DTC Participants   
and Indirect DTC Participants. In addition, Beneficial Owners will receive all  
distributions of principal and interest from the Trustee, or a Paying Agent on  
behalf of the Trustee, through DTC Participants. DTC will forward such          
distributions to its DTC Participants, which thereafter will forward them to    
Indirect DTC Participants or Beneficial Owners. Beneficial Owners will not be   
recognized by the Trustee, any Servicer, or the Master Servicer or any Paying   
Agent as Certificateholders, as such term is used in the Pooling and Servicing  
Agreement, and Beneficial Owners will be permitted to exercise the rights of    
Certificateholders only indirectly through DTC and its DTC Participants.        

Because DTC can only act on behalf of DTC Participants, who in turn act on  
behalf of Indirect DTC Participants and certain banks, the ability of a         
Beneficial Owner to pledge Book-Entry Certificates to persons or entities that  
do not participate in the DTC system, or to otherwise act with respect to such  
Book-Entry Certificates, may be limited due to the lack of a physical           
certificate for such Book-Entry Certificates. In addition, under a book-entry   
format, Beneficial Owners may experience delays in their receipt of payments,   
since distributions will be made by the Trustee, or a Paying Agent on behalf    
of the Trustee, to Cede, as nominee for DTC.                                    

DTC has advised the Depositor that it will take any action permitted to be  
taken by a Certificateholder under the Pooling and Servicing Agreement only at  
the direction of one or more DTC Participants to whose accounts with DTC the    
Book-Entry Certificates are credited. Additionally, DTC has advised the         
Depositor that it will take such actions with respect to specified Voting       
Interests only at the direction of and on behalf of DTC Participants whose      
holdings of Book-Entry Certificates evidence such specified Voting Interests.   
DTC may take conflicting actions with respect to Voting Interests to the        
extent that DTC Participants whose holdings of Book-Entry Certificates          
evidence such Voting Interests authorize divergent action.                      

None of the Depositor, any Servicer, the Master Servicer or the Trustee will
have any responsibility for any aspect of the records relating to or payments   
made on account of beneficial ownership interests of the Book-Entry             
Certificates held by Cede, as nominee for DTC, or for maintaining, supervising  
or reviewing any records relating to such beneficial ownership interests. In    
the event of the insolvency of DTC, a DTC Participant or an Indirect DTC        
Participant in whose name Book-Entry Certificates are registered, the ability   
of the Beneficial Owners of such Book-Entry Certificates to obtain timely       
payment and, if the limits of applicable insurance coverage by the Securities   
Investor Protection Corporation are exceeded or if such coverage is otherwise   
unavailable, ultimate payment, of amounts distributable with respect to such    
Book-Entry Certificates may be impaired.                                        

The Book-Entry Certificates will be converted to Definitive Certificates and
reissued to Beneficial Owners or their nominees, rather than to DTC or its      
nominee, only if (i) the Trustee is advised in writing that DTC is no longer    
willing or able to discharge properly its responsibilities as depository with   
respect to the Book-Entry Certificates and the Trustee is unable to locate a    
qualified successor, (ii) the Servicer(s) or the Master Servicer, as            
applicable, optionally, elect to terminate the book-entry system through DTC,   
(iii) after the occurrence of a dismissal or resignation of the Servicer(s) or  
the Master Servicer, as applicable, under the Pooling and Servicing Agreement,  
Beneficial Owners representing not less than 51% of the Voting Interests of     
the outstanding Book-Entry Certificates advise the Trustee through DTC, in      
writing, that the continuation of a book-entry system through DTC (or a         
successor thereto) is no longer in the Beneficial Owners' best interest or      
(iv) under such other circumstances as described in the related Prospectus      
Supplement.                                                                     

Upon the occurrence of any event described in the immediately preceding     
paragraph, the Trustee will be required to notify all Beneficial Owners         
through DTC Participants of the availability of Definitive Certificates. Upon   
surrender by DTC of the physical certificates representing the Book-Entry       
Certificates and receipt of instructions for re-registration, the Trustee will  
reissue the Book-Entry Certificates as Definitive Certificates to               

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Beneficial Owners. The procedures relating to payment on and transfer of        
Certificates initially issued as Definitive Certificates will thereafter apply  
to those Book-Entry Certificates that have been reissued as Definitive          
Certificates.                                                                   

Distributions to Certificateholders                                             

General. On each Distribution Date, each holder of a Certificate of a Class 
will be entitled to receive its Certificate's Percentage Interest of the        
portion of the Pool Distribution Amount allocated to such Class. The undivided  
percentage interest (the "Percentage Interest") represented by any Certificate  
of a Class in distributions to such Class will be equal to the percentage       
obtained by dividing the initial principal balance (or notional amount) of      
such Certificate by the aggregate initial principal balance (or notional        
amount) of all Certificates of such Class.                                      

In general, the funds available for distribution to Certificateholders of a 
Series of Certificates with respect to each Distribution Date for such Series   
(the "Pool Distribution Amount") will be the sum of all previously              
undistributed payments or other receipts on account of principal (including     
principal prepayments and Liquidation Proceeds, if any) and interest on or in   
respect of the related Mortgage Loans received by the related Servicer after    
the Cut-Off Date (except for amounts due on or prior to the Cut-Off Date), or   
received by the related Servicer on or prior to the Cut-Off Date but due after  
the Cut-Off Date, in either case received on or prior to the business day       
preceding the Determination Date in the month in which such Distribution Date   
occurs, plus all Periodic Advances with respect to payments due to be received  
on the Mortgage Loans on the Due Date preceding such Distribution Date, but     
excluding the following:                                                        

 (a) amounts received as late payments of principal or interest respecting
which one or more unreimbursed Periodic Advances has been made;             

(b) that portion of Liquidation Proceeds with respect to a Mortgage Loan
which represents any unreimbursed Periodic Advances;                        

(c) those portions of each payment of interest on a particular Mortgage 
Loan which represent (i) the Fixed Retained Yield, if any, (ii) the         
applicable Servicing Fee, (iii) the applicable Master Servicing Fee, if     
any, (iv) the Trustee Fee and (v) any other amounts described in the        
applicable Prospectus Supplement;                                           

 (d) all amounts representing scheduled payments of principal and interest
due after the Due Date occurring in the month in which such Distribution    
Date occurs;                                                                

(e) all proceeds (including Liquidation Proceeds other than, in certain 
cases as specified in the applicable Prospectus Supplement, Liquidation     
Proceeds which were received prior to the related Servicer's determination  
that no further recoveries on a defaulted Mortgage Loan will be forthcoming 
("Partial Liquidation Proceeds")) of any Mortgage Loans, or property        
acquired in respect thereof, that were liquidated, foreclosed, purchased or 
repurchased pursuant to the applicable Pooling and Servicing Agreement,     
which proceeds were received on or after the Due Date occurring in the      
month in which such Distribution Date occurs and all principal prepayments  
in full, partial principal prepayments and Partial Liquidation Proceeds     
received by the related Servicer on or after the Determination Date (or,    
with respect to any such amount, and if specified in the applicable         
Prospectus Supplement, the Due Date) occurring in the month in which such   
Distribution Date occurs, and all related payments of interest on such      
amounts;                                                                    

(f) that portion of Liquidation Proceeds which represents any unpaid    
Servicing Fees, Master Servicing Fee or any Trustee Fee to which the        
related Servicer, the Trustee or the Master Servicer, respectively, is      
entitled and any unpaid Fixed Retained Yield;                               

(g) if an election has been made to treat the applicable Trust Estate as
a REMIC, any Net Foreclosure Profits with respect to such Distribution      
Date;                                                                       

(h) all amounts representing certain expenses reimbursable to the Master
Servicer or any Servicer and other amounts permitted to be withdrawn by the 
Master Servicer or such Servicer from the Certificate Account, in each case 
pursuant to the applicable Pooling and Servicing Agreement;                 

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(i) all amounts in the nature of late fees, assumption fees, prepayment 
fees and similar fees which the related Servicer is entitled to retain      
pursuant to the applicable Underlying Servicing Agreement or applicable     
Pooling and Servicing Agreement;                                            

 (j) reinvestment earnings on payments received in respect of the Mortgage
Loans; and                                                                  

(k) any recovery of an amount in respect of principal which had         
previously been allocated as a realized loss to such Series of              
Certificates.                                                               

The applicable Prospectus Supplement for a Series will describe any         
variation in the calculation of the Pool Distribution Amount for such Series.   

"Net Foreclosure Profits" with respect to a Distribution Date will be the   
excess of (i) the amount by which any aggregate profits on liquidated Mortgage  
Loans with respect to which net Liquidation Proceeds exceed the unpaid          
principal balance thereof plus accrued interest thereon at the Mortgage         
Interest Rate over (ii) aggregate realized losses on liquidated Mortgage Loans  
with respect to which net Liquidation Proceeds are less than the unpaid         
principal balance thereof plus accrued interest thereon at the Mortgage         
Interest Rate.                                                                  

Distributions of Interest. With respect to each Series of Certificates,     
interest on the related Mortgage Loans at the weighted average of the           
applicable Net Mortgage Interest Rates thereof, will be passed through monthly  
to holders of the related Classes of Certificates in the aggregate, in          
accordance with the particular terms of each such Class of Certificates. The    
"Net Mortgage Interest Rate" for each Mortgage Loan in a given period will      
equal the mortgage interest rate for such Mortgage Loan in such period, as      
specified in the related Mortgage Note (the "Mortgage Interest Rate"), less     
the portion thereof, if any, not contained in the Trust Estate (the "Fixed      
Retained Yield"), and less amounts payable to the Servicer for servicing the    
Mortgage Loan (the "Servicing Fee"), the fee payable to the Master Servicer,    
if any (the "Master Servicing Fee"), the fee payable to the Trustee (the        
"Trustee Fee") and any related expenses specified in the applicable Prospectus  
Supplement.                                                                     

Interest will accrue on the principal balance (or notional amount, as       
described below) of each Class of Certificates entitled to interest at the      
Pass-Through Rate for such Class indicated in the applicable Prospectus         
Supplement (which may be a fixed rate or an adjustable rate) from the date and  
for the periods specified in such Prospectus Supplement. To the extent the      
Pool Distribution Amount is available therefor, interest accrued during each    
such specified period on each Class of Certificates entitled to interest        
(other than a Class that provides for interest that accrues, but is not         
currently payable, referred to hereinafter as "Accrual Certificates") will be   
distributable on the Distribution Dates specified in the applicable Prospectus  
Supplement until the principal balance (or notional amount) of such Class has   
been reduced to zero. Distributions allocable to interest on each Certificate   
that is not entitled to distributions allocable to principal will generally be  
calculated based on the notional amount of such Certificate. The notional       
amount of a Certificate will not evidence an interest in or entitlement to      
distributions allocable to principal but will be solely for convenience in      
expressing the calculation of interest and for certain other purposes.          

With respect to any Class of Accrual Certificates, any interest that has    
accrued but is not paid on a given Distribution Date will be added to the       
principal balance of such Class of Certificates on that Distribution Date.      
Distributions of interest on each Class of Accrual Certificates will commence   
only after the occurrence of the events or the existence of the circumstance    
specified in such Prospectus Supplement and, prior to such time, or in the      
absence of such circumstances, the principal balance of such Class will         
increase on each Distribution Date by the amount of interest that accrued on    
such Class during the preceding interest accrual period but that was not        
required to be distributed to such Class on such Distribution Date. Any such    
Class of Accrual Certificates will thereafter accrue interest on its            
outstanding principal balance as so adjusted.                                   

Distributions of Principal. The principal balance of any Class of           
Certificates entitled to distributions of principal will generally be the       
original principal balance of such Class specified in such Prospectus           
Supplement, reduced by all distributions reported to the holders of such        
Certificates as allocable to principal and any losses                           

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on the related Mortgage Loans allocated to such Class of Certificates and (i)   
in the case of Accrual Certificates, increased by all interest accrued but not  
then distributable on such Accrual Certificates and (ii) in the case of a       
Series of Certificates representing interests in a Trust Estate containing      
adjustable-rate Mortgage Loans, increased by any Deferred Interest allocable    
to such Class. The principal balance of a Class of Certificates generally       
represents the maximum specified dollar amount (exclusive of any interest that  
may accrue on such Class to which the holder thereof is entitled from the cash  
flow on the related Mortgage Loans at such time) and will decline to the        
extent of distributions in reduction of the principal balance of, and           
allocations of losses to, such Class. Certificates with no principal balance    
will not receive distributions in respect of principal. The applicable          
Prospectus Supplement will specify the method by which the amount of principal  
to be distributed on the Certificates on each Distribution Date will be         
calculated and the manner in which such amount will be allocated among the      
Classes of Certificates entitled to distributions of principal.                 

If so provided in the applicable Prospectus Supplement, one or more Classes 
of Senior Certificates will be entitled to receive all or a disproportionate    
percentage of the payments of principal that are received from borrowers in     
advance of their scheduled due dates and are not accompanied by amounts         
representing scheduled interest due after the months of such payments or of     
other unscheduled principal receipts or recoveries in the percentages and       
under the circumstances or for the periods specified in such Prospectus         
Supplement. Any such allocation of principal prepayments or other unscheduled   
receipts or recoveries in respect of principal to such Class or Classes of      
Senior Certificates will have the effect of accelerating the amortization of    
such Senior Certificates while increasing the interests evidenced by the        
Subordinated Certificates in the Trust Estate. Increasing the interests of the  
Subordinated Certificates relative to that of the Senior Certificates is        
intended to preserve the availability of the subordination provided by the      
Subordinated Certificates.                                                      

If specified in the applicable Prospectus Supplement, the rights of the     
holders of the Subordinated Certificates of a Series of Certificates for which  
credit enhancement is provided through subordination to receive distributions   
with respect to the Mortgage Loans in the related Trust Estate will be          
subordinated to such rights of the holders of the Senior Certificates of the    
same Series to the extent described below, except as otherwise set forth in     
such Prospectus Supplement. This subordination is intended to enhance the       
likelihood of regular receipt by holders of Senior Certificates of the full     
amount of scheduled monthly payments of principal and interest due them and to  
provide limited protection to the holders of the Senior Certificates against    
losses due to mortgagor defaults.                                               

The protection afforded to the holders of Senior Certificates of a Series of
Certificates for which credit enhancement is provided by the subordination      
feature described above will be effected by (i) the preferential right of such  
holders to receive, prior to any distribution being made in respect of the      
related Subordinated Certificates on each Distribution Date, current            
distributions on the related Mortgage Loans of principal and interest due them  
on each Distribution Date out of the funds available for distribution on such   
date in the related Certificate Account, (ii) by the right of such holders to   
receive future distributions on the Mortgage Loans that would otherwise have    
been payable to the holders of Subordinated Certificates and/or (iii) by the    
prior allocation to the Subordinated Certificates of all or a portion of        
losses realized on the related Mortgage Loans.                                  

Losses realized on liquidated Mortgage Loans (other than Excess Special     
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses as described    
below) will be allocated to the holders of Subordinated Certificates through a  
reduction of the amount of principal payments on the Mortgage Loans to which    
such holders are entitled before any corresponding reduction is made in         
respect of the Senior Certificate.                                              

A "Special Hazard Loss" is a loss on a liquidated Mortgage Loan occurring as
a result of a hazard not insured against under a standard hazard insurance      
policy of the type described herein under "Servicing of the Mortgage Loans--    
Insurance Policies." A "Fraud Loss" is a loss on a liquidated Mortgage Loan as  
to which there was fraud in the origination of such Mortgage Loan. A            
"Bankruptcy Loss" is a loss on a liquidated Mortgage Loan attributable to       
certain actions which may be taken by a bankruptcy court in connection with a   
Mortgage Loan, including a reduction by a bankruptcy court of the principal     
balance of or the interest rate on a Mortgage Loan or an extension of its       
maturity. Special Hazard Losses in excess of the amount specified in the        

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applicable Prospectus Supplement (the "SPECIAL HAZARD LOSS AMOUNT") are         
"EXCESS SPECIAL HAZARD LOSSES." Fraud Losses in excess of the amount specified  
in the applicable Prospectus Supplement (the "FRAUD LOSS AMOUNT") are "EXCESS   
FRAUD LOSSES." Bankruptcy losses in excess of the amount specified in the       
applicable Prospectus Supplement (the "BANKRUPTCY LOSS AMOUNT") are "EXCESS     
BANKRUPTCY LOSSES." Any Excess Special Hazard Losses, Excess Fraud Losses or    
Excess Bankruptcy Losses with respect to a Series will be allocated on a pro    
rata basis among the related Classes of Senior and Subordinated Certificates.   
An allocation of a loss on a "pro rata basis" among two or more Classes of      
Certificates means an allocation on a pro rata basis to each such Class of      
Certificates on the basis of their then-outstanding principal balances in the   
case of the principal portion of a loss or based on the accrued interest        
thereon in the case of an interest portion of a loss.                           

Since the Special Hazard Loss Amount, Fraud Loss Amount and Bankruptcy Loss 
Amount for a Series of Certificates are each expected to be less than the       
amount of principal payments on the Mortgage Loans to which the holders of the  
Subordinated Certificates of such Series are initially entitled (such amount    
being subject to reduction, as described above, as a result of allocation of    
losses on liquidated Mortgage Loans that are not Special Hazard Losses, Fraud   
Losses or Bankruptcy Losses), the holders of Subordinated Certificates of such  
Series will bear the risk of Special Hazard Losses, Fraud Losses and            
Bankruptcy Losses to a lesser extent than they will bear other losses on        
liquidated Mortgage Loans.                                                      

Although the subordination feature described above is intended to enhance   
the likelihood of timely payment of principal and interest to the holders of    
Senior Certificates, shortfalls could result in certain circumstances. For      
example, a shortfall in the payment of principal otherwise due the holders of   
Senior Certificates could occur if losses realized on the Mortgage Loans in a   
Trust Estate were exceptionally high and were concentrated in a particular      
month.                                                                          

The holders of Subordinated Certificates will not be required to refund any 
amounts previously properly distributed to them, regardless of whether there    
are sufficient funds on a subsequent Distribution Date to make a full           
distribution to holders of each Class of Senior Certificates of the same        
Series.                                                                         

CATEGORIES OF CLASSES OF CERTIFICATES                                           

The Certificates 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 Certificates may identify the Classes     
which comprise such Series by reference to the following categories or another  
category specified in the Prospectus Supplement.                                

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PRINCIPAL TYPES 

CATEGORIES OF CLASSES      DEFINITIONS                                          
Accretion Directed                                                              
Class...................  A Class that receives principal payments from       
                    amounts that would otherwise be distributed as
                 interest on specified Accrual Classes. Such
                         principal payments may be in lieu of or in addition
                      to principal payments from principal receipts on
                the Mortgage Loans for the related Series.

Companion Class                                                                 
(also sometimes referred                                                      
to as a                                                                     
"SUPPORT 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.

Component Class..........  A Class consisting of two or more specified          
                       components (each, a "COMPONENT"), as described in
               the applicable Prospectus Supplement. The
                         Components of a Class of Component Certificates 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 Certificates
                      may be identified as falling into one or more of
   the categories in this chart.

Lockout Class............  A senior Class that is designed not to participate   
                        in or to participate to a limited extent in (i.e.,
                      to be "locked out" of ), for a specified period,
                     the receipt of (1) principal prepayments on the
       Mortgage Loans that are allocated
                      disproportionately to the senior Classes of such
                         Series as a group pursuant to a "shifting interest"
                       structure and/or (2) scheduled principal payments
                     on the Mortgage Loans that are allocated to the
                     senior Classes as a group. A Lockout Class will
                      typically not be entitled to receive, or will be
                       entitled to receive only a restricted portion of,
                   distributions of principal prepayments and/or
                         scheduled principal prepayments, as applicable, for
                         a period of several years, during which time all or
                        a portion of such principal payments that it would
                        otherwise be entitled to receive in the absence of
                  a "lockout" structure will be distributed in
                        reduction of the Principal Balance of other senior
                       Classes. Lockout Classes are designed to minimize
                         weighted average life volatility during the lockout
period.                   

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 predetermined 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 Certificates 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. A PAC is designed to provide
                   protection against prepayments occurring at a
                 constant rate within the structuring range.

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Ratio Strip Class........  A Class that is entitled to receive a constant       
                    proportion, or "ratio strip," of the principal
                payments on the underlying Mortgage Loans.

Scheduled Amortization                                                          
Class...................  A Class that is designed to receive principal       
                      payments using a predetermined 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 range" 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 Certificates 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. A Scheduled Amortization Class is generally
                    less sensitive to prepayments than a Companion
              Class, but more sensitive than a Planned
                   Amortization Class or a Targeted Amortization
Class.                    

Senior Class.............  A Class that is entitled to receive payments of      
                      principal and interest on each Distribution Date
                        prior to the Classes of Subordinated Certificates.

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. Sequential Pay Classes may receive
                      principal payments concurrently with one or more
                       other Sequential Pay Classes. A single Class that
                         is entitled to receive principal payments before or
               after other Classes in the same Series of
                        Certificates may be identified as a Sequential Pay
Class.                    

Subordinated Class.......  A Class that is entitled to receive payments of      
                      principal and interest on each Distribution Date
                    only after the Senior Certificates and certain
                      Classes of Subordinated Certificates with higher
                        priority of distributions have received their full
          principal and interest entitlements.

Targeted Amortization                                                           
Class (also sometimes                                                         
referred to as                                                                
a "TAC")................  A Class that is designed to receive principal       
                      payments using a predetermined principal balance
                    schedule derived by assuming a single constant
                        prepayment rate for the underlying Mortgage Loans.
                  A TAC is designed to provide some protection
                         against prepayments at a rate exceeding the assumed
                        constant prepayment rate used to derive such Class
 principal balance schedule.

INTEREST TYPES  

CATEGORIES OF CLASS        DEFINITIONS                                          

Accrual Class............  A Class that accretes the amount of accrued          
                     interest otherwise distributable on such Class,
                which amount will be added as principal to

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                 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.

Fixed Rate Class.........  A Class with an interest rate that is fixed          
                      throughout the life of the Class or a Class with
                    more than one interest rate where such rate is
                         fixed for a specified period during 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.

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.

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.

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

Step Coupon Class........  A Class with a fixed interest rate that is reduced   
                       to a lower fixed rate after a specified period of
                       time. The difference between the initial interest
                        rate and the lower interest rate will be supported
                        by a reserve fund established on the Closing Date.

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.           

OTHER CREDIT ENHANCEMENT                                                        

In addition to, or in substitution for, the subordination discussed above,  
credit enhancement may be provided with respect to any Series of Certificates   
in any other manner which may be described in the applicable Prospectus         
Supplement, including, but not limited to, credit enhancement through an        
alternative form of subordination and/or one or more of the methods described   
below.                                                                          

Limited Guarantee. If so specified in the Prospectus Supplement with respect
to a Series of Certificates, credit enhancement may be provided in the form of  
a limited guarantee issued by a guarantor named therein.                        

Financial Guaranty Insurance Policy or Surety Bond. If so specified in the  
Prospectus Supplement with respect to a Series of Certificates, credit          
enhancement may be provided in the form of a financial guaranty insurance       
policy or a surety bond issued by an insurer named therein.                     

Letter of Credit. Alternative credit support with respect to a Series of    
Certificates may be provided by the issuance of a letter of credit by the bank  
or financial institution specified in the applicable Prospectus Supplement.     
The coverage, amount and frequency of any reduction in coverage provided by a   
letter of credit issued with respect to a Series of Certificates will be set    
forth in the Prospectus Supplement relating to such Series.                     

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Pool Insurance Policy. If so specified in the Prospectus Supplement relating
to a Series of Certificates, the Seller will obtain a pool insurance policy     
for the Mortgage Loans in the related Trust Estate. The pool insurance policy   
will cover any loss (subject to the limitations described in the applicable     
Prospectus Supplement) by reason of default to the extent a related Mortgage    
Loan is not covered by any primary mortgage insurance policy. The amount and    
principal terms of any such coverage will be set forth in the Prospectus        
Supplement.                                                                     

Special Hazard Insurance Policy.  If so specified in the applicable         
Prospectus Supplement, for each Series of Certificates as to which a pool       
insurance policy is provided, the Depositor will also obtain a special hazard   
insurance policy for the related Trust Estate in the amount set forth in such   
Prospectus Supplement. The special hazard insurance policy will, subject to     
the limitations described in the applicable Prospectus Supplement, protect      
against loss by reason of damage to Mortgaged Properties caused by certain      
hazards not insured against under the standard form of hazard insurance policy  
for the respective states in which the Mortgaged Properties are located. The    
amount and principal terms of any such coverage will be set forth in the        
Prospectus Supplement.                                                          

Mortgagor Bankruptcy Bond. If so specified in the applicable Prospectus     
Supplement, losses resulting from a bankruptcy proceeding relating to a         
mortgagor affecting the Mortgage Loans in a Trust Estate with respect to a      
Series of Certificates will be covered under a mortgagor bankruptcy bond (or    
any other instrument that will not result in a downgrading of the rating of     
the Certificates of a Series by the Rating Agency or Rating Agencies that       
rated such Series). Any mortgagor bankruptcy bond or such other instrument      
will provide for coverage in an amount meeting the criteria of the Rating       
Agency or Rating Agencies rating the Certificates of the related Series, which  
amount will be set forth in the applicable Prospectus Supplement. The           
principal terms of any such coverage will be set forth in the Prospectus        
Supplement.                                                                     

Reserve Fund. If so specified in the applicable Prospectus Supplement,      
credit enhancement with respect to a Series of Certificates may be provided by  
the establishment of one or more reserve funds (each, a "Reserve Fund") for     
such Series.                                                                    

The Reserve Fund for a Series may be funded (i) by the deposit therein of   
cash, U.S. Treasury securities or instruments evidencing ownership of           
principal or interest payments thereon, letters of credit, demand notes,        
certificates of deposit or a combination thereof in the aggregate amount        
specified in the applicable Prospectus Supplement, (ii) by the deposit therein  
from time to time of certain amounts, as specified in the applicable            
Prospectus Supplement, to which the certain Classes of Certificates would       
otherwise be entitled or (iii) in such other manner as may be specified in the  
applicable Prospectus Supplement.                                               

Cross Support. If specified in the applicable Prospectus Supplement, the    
beneficial ownership of separate groups of Mortgage Loans included in a Trust   
Estate may be evidenced by separate Classes of Certificates. In such case,      
credit support may be provided by a cross support feature which requires that   
distributions be made with respect to certain Classes from mortgage loan        
payments that would otherwise be distributed to Subordinated Certificates       
evidencing a beneficial ownership interest in other loan groups within the      
same Trust Estate. As a result, the amount of credit enhancement available to   
a Class of Certificates against future losses on the Mortgage Loans in which    
such Class represents an interest may be reduced as the result of losses on a   
group of Mortgage Loans in which such Class has no interest. The applicable     
Prospectus Supplement for a Series that includes a cross support feature will   
describe the specific operation of any such cross support feature.              

Cash Flow Agreements                                                            

If specified in the Prospectus Supplement, the Trust Estate may include     
guaranteed investment contracts pursuant to which moneys held in the funds and  
accounts established for the related Series of Certificates will be invested    
at a specified rate. The Trust Estate may also include certain other            
agreements, such as interest rate exchange or swap agreements, interest rate    
cap or floor agreements, or similar agreements provided to reduce the effects   
of interest rate fluctuations on the assets or on one or more Classes of        
Certificates. The principal terms                                               

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of any such guaranteed investment contract or other 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 of Certificates. In addition, the  
related Prospectus Supplement will provide certain information with respect to  
the obligor under any such Cash Flow Agreement.                                 

PREPAYMENT AND YIELD CONSIDERATIONS 

Pass-Through Rates                                                              

Any Class of Certificates of a Series may have a fixed Pass-Through Rate, or
a Pass-Through Rate which varies based on changes in an index or based on       
changes with respect to the underlying Mortgage Loans (such as, for example,    
varying on the basis of changes in the weighted average Net Mortgage Interest   
Rate of the underlying Mortgage Loans).                                         

The Prospectus Supplement for each Series will specify the range and the    
weighted average of the Mortgage Interest Rates and, if applicable, Net         
Mortgage Interest Rates for the Mortgage Loans underlying such Series as of     
the Cut-Off Date. If the Trust Estate includes adjustable-rate Mortgage Loans   
or Net 5 Loans or includes Mortgage Loans with different Net Mortgage Interest  
Rates, the weighted average Net Mortgage Interest Rate may vary from time to    
time as set forth below. See "The Trust Estates." The Prospectus Supplement     
for a Series will also specify the initial Pass-Through Rate for each Class of  
Certificates of such Series and will specify whether each such Pass-Through     
Rate is fixed or is variable.                                                   

The Net Mortgage Interest Rate for any adjustable-rate Mortgage Loan will   
change with any changes in the index specified in the applicable Prospectus     
Supplement on which such Mortgage Interest Rate adjustments are based, subject  
to any applicable periodic or aggregate caps or floors on the related Mortgage  
Interest Rate. The weighted average Net Mortgage Interest Rate with respect to  
any Series may vary due to changes in the Net Mortgage Interest Rates of        
adjustable-rate Mortgage Loans, to the timing of the Mortgage Interest Rate     
readjustments of such Mortgage Loans and to different rates of payment of       
principal of fixed- or adjustable-rate Mortgage Loans bearing different         
Mortgage Interest Rates.                                                        

Scheduled Delays in Distributions                                               

At the date of initial issuance of the Certificates of each Series offered  
hereby, the initial purchasers of a Class of Certificates may be required to    
pay accrued interest at the applicable Pass-Through Rate for such Class from    
the Cut-Off Date for such Series to, but not including, the date of issuance.   
The effective yield to Certificateholders will be below the yield otherwise     
produced by the applicable Pass-Through Rate because the distribution of        
principal and interest which is due on each Due Date will not be made until     
the 25th day (or, if such day is not a business day, the first business day     
following the 25th day) of the month in which such Due Date occurs (or until    
such other Distribution Date specified in the applicable Prospectus             
Supplement).                                                                    

Effect of Principal Prepayments                                                 

When a Mortgage Loan is prepaid in full, the mortgagor pays interest on the 
amount prepaid only to the date of prepayment and not thereafter. Liquidation   
Proceeds and amounts received in settlement of insurance claims are also        
likely to include interest only to the time of payment or settlement. When a    
Mortgage Loan is prepaid in full or in part, an interest shortfall may result   
depending on the timing of the receipt of the prepayment and the timing of      
when those prepayments are passed through to Certificateholders. To partially   
mitigate this reduction in yield, the Pooling and Servicing Agreement and/or    
Underlying Servicing Agreements relating to a Series may provide, to the        
extent specified in the applicable Prospectus Supplement, that with respect to  
certain principal prepayments received, the applicable Servicer or the Master   
Servicer will be obligated, on or before each Distribution Date, to pay an      
amount equal to the lesser of (i) the aggregate interest shortfall with         
respect to                                                                      

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such Distribution Date resulting from such principal prepayments by mortgagors  
and (ii) all or a portion of the Servicer's or the Master Servicer's, as        
applicable, servicing compensation for such Distribution Date specified in the  
applicable Prospectus Supplement. No comparable interest shortfall coverage     
will be provided by the Servicer or the Master Servicer with respect to         
liquidations of any Mortgage Loans. Any interest shortfall arising from         
liquidations will be covered by means of the subordination of the rights of     
Subordinated Certificateholders or any other credit support arrangements.       

A lower rate of principal prepayments than anticipated would negatively     
affect the total return to investors in any Certificates of a Series that are   
offered at a discount to their principal amount and a higher rate of principal  
prepayments than anticipated would negatively affect the total return to        
investors in the Certificates of a Series that are offered at a premium to      
their principal amount. The yield on Certificates that are entitled solely or   
disproportionately to distributions of principal or interest may be             
particularly sensitive to prepayment rates, and further information with        
respect to yield on such Certificates will be included in the applicable        
Prospectus Supplement.                                                          

Weighted Average Life of Certificates                                           

The Mortgage Loans may be prepaid in full or in part at any time. The       
Mortgage Loans generally will not provide for a prepayment penalty but may so   
provide if indicated in the related Prospectus Supplement. Fixed-rate Mortgage  
Loans generally will contain due-on-sale clauses permitting the mortgagee to    
accelerate the maturities of the Mortgage Loans upon conveyance of the related  
Mortgaged Properties, and adjustable-rate Mortgage Loans generally will permit  
creditworthy borrowers to assume the then-outstanding indebtedness on the       
Mortgage Loans.                                                                 

Prepayments on Mortgage Loans are commonly measured relative to a prepayment
standard or model. The Prospectus Supplement for each Series of Certificates    
may describe one or more such prepayment standards or models and contain        
tables setting forth the weighted average life of each Class and the            
percentage of the original aggregate principal balance of each Class that       
would be outstanding on specified Distribution Dates for such Series and the    
projected yields to maturity on certain Classes thereof, in each case based on  
the assumptions stated in such Prospectus Supplement, including assumptions     
that prepayments on the Mortgage Loans are made at rates corresponding to       
various percentages of the prepayment standard or model specified in such       
Prospectus Supplement.                                                          

There is no assurance that prepayment of the Mortgage Loans underlying a    
Series of Certificates will conform to any level of the prepayment standard or  
model specified in the applicable Prospectus Supplement. A number of factors,   
including but not limited to homeowner mobility, economic conditions, natural   
disasters, changes in mortgagors' housing needs, job transfers, unemployment    
or, in the case of borrowers relying on commission income and self-employed     
borrowers, significant fluctuations in income or adverse economic conditions,   
mortgagors' net equity in the properties securing the mortgage loans,           
including the use of second or "home equity" mortgage loans by mortgagors or    
the use of the properties as second or vacation homes, servicing decisions,     
enforceability of due-on-sale clauses, mortgage market interest rates,          
mortgage recording taxes, competition among mortgage loan originators           
resulting in reduced refinancing costs, reduction in documentation              
requirements and willingness to accept higher loan-to-value ratios, and the     
availability of mortgage funds, may affect prepayment experience. In general,   
however, if prevailing mortgage interest rates fall below the Mortgage          
Interest Rates borne by the Mortgage Loans underlying a Series of               
Certificates, the prepayment rates of such Mortgage Loans are likely to be      
higher than if prevailing rates remain at or above the rates borne by such      
Mortgage Loans. Conversely, if prevailing mortgage interest rates rise above    
the Mortgage Interest Rates borne by the Mortgage Loans, the Mortgage Loans     
are likely to experience a lower prepayment rate than if prevailing rates       
remain at or below such Mortgage Interest Rates. However, there can be no       
assurance that prepayments will rise or fall according to such changes in       
mortgage interest rates. It should be noted that Certificates of a Series may   
evidence an interest in a Trust Estate with different Mortgage Interest Rates.  
Accordingly, the prepayment experience of such Certificates will to some        
extent be a function of the mix of interest rates of the Mortgage Loans. In     
addition, the terms of the Underlying Servicing Agreements will require the     
related Servicer                                                                

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to enforce any due-on-sale clause to the extent it has knowledge of the         
conveyance or the proposed conveyance of the underlying Mortgaged Property;     
provided, however, that any enforcement action that the Servicer determines     
would jeopardize any recovery under any related primary mortgage insurance      
policy will not be required and provided, further, that the Servicer may        
permit the assumption of defaulted Mortgage Loans. See "Servicing of the        
Mortgage Loans--Enforcement of Due-on-Sale Clauses; Realization Upon Defaulted  
Mortgage Loans" and "Certain Legal Aspects of the Mortgage Loans--Due-On-Sale   
Clauses" for a description of certain provisions of each Pooling and Servicing  
Agreement and certain legal developments that may affect the prepayment         
experience on the Mortgage Loans.                                               

At the request of the mortgagor, a Servicer may allow the refinancing of a  
Mortgage Loan in any Trust Estate serviced by such Servicer by accepting        
prepayments thereon and permitting a new loan secured by a                      
Mortgage on the same property. Upon such refinancing, the new loan will not be  
included in the Trust Estate. A mortgagor may be legally entitled to require    
the Servicer to allow such a refinancing. Any such refinancing will have the    
same effect as a prepayment in full of the related Mortgage Loan. In this       
regard a Servicer may, from time to time, implement programs designed to        
encourage refinancing through such Servicer, including but not limited to       
general or targeted solicitations, or the offering of pre-approved              
applications, reduced or nominal origination fees or closing costs, or other    
financial incentives. A Servicer may also encourage refinancing of defaulted    
Mortgage Loans, including Mortgage Loans that would permit creditworthy         
borrowers to assume the outstanding indebtedness.                               

The Depositor will be obligated, under certain circumstances, to repurchase 
certain of the Mortgage Loans. In addition, if specified in the applicable      
Prospectus Supplement, the Pooling and Servicing Agreement will permit, but     
not require, the Depositor, and the terms of certain insurance policies         
relating to the Mortgage Loans may permit the applicable insurer, to purchase   
any Mortgage Loan which is in default or as to which default is reasonably      
foreseeable. The proceeds of any such purchase or repurchase will be deposited  
in the related Certificate Account and such purchase or repurchase will have    
the same effect as a prepayment in full of the related Mortgage Loan. See "The  
Pooling and Servicing Agreement--Assignment of Mortgage Loans to the Trustee"   
and "--Optional Purchases." In addition, if so specified in the applicable      
Prospectus Supplement, the Depositor or another person identified therein will  
have the option to purchase all, but not less than all, of the Mortgage Loans   
in any Trust Estate under the limited conditions specified in such Prospectus   
Supplement. For any Series of Certificates for which an election has been made  
to treat the Trust Estate (or one or more segregated pools of assets therein)   
as a REMIC, any such purchase or repurchase may be effected only pursuant to a  
"qualified liquidation," as defined in Code Section 860F(a)(4)(A). See "The     
Pooling and Servicing Agreement--Termination; Optional Purchase of Mortgage     
Loans."                                                                         

SERVICING OF THE MORTGAGE LOANS 

The following includes a summary of the material provisions of the form of  
Pooling and Servicing Agreement that has been filed as an exhibit to the        
Registration Statement of which this Prospectus forms a part. Such summary      
does not purport to be complete and is subject to, and is qualified in its      
entirety by reference to, all of the provisions of the Pooling and Servicing    
Agreement for each Series of Certificates and the applicable Prospectus         
Supplement.                                                                     

The Master Servicer                                                             

In the event that there is more than one Servicer with respect to the       
Mortgage Loans related to a Series or the sole Servicer is not an affiliate of  
the Depositor, a master servicer may act as the Master Servicer with respect    
to such Series of Certificates. The Master Servicer may be affiliated or        
unaffiliated with the Depositor. The Master Servicer generally will be          
responsible under each Pooling and Servicing Agreement for, among other         
things, (i) administering and supervising the performance by the Servicers of   
their duties and responsibilities under the Underlying Servicing Agreements,    
(ii) oversight of payments received on Mortgage Loans,                          

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(iii) preparation of periodic reports to the Trustee with respect to the        
foregoing matters, (iv) performing certain of the servicing obligations of a    
terminated Servicer as described below under "--The Servicers" and (v) making   
advances of delinquent payments of principal and interest on the Mortgage       
Loans to the limited extent described below under the heading "--Periodic       
Advances and Limitations Thereon," if such amounts are not advanced by a        
Servicer. The Master Servicer will also perform additional duties as described  
in the applicable Pooling and Servicing Agreement. The Master Servicer will be  
entitled to receive a portion of the interest payments on the Mortgage Loans    
included in the Trust Estate for such a Series to cover its fees as Master      
Servicer. The Master Servicer may subcontract with any other entity the         
obligations of the Master Servicer under any Pooling and Servicing Agreement.   
The Master Servicer will remain primarily liable for any such contractor's      
performance in accordance with the applicable Pooling and Servicing Agreement.  
The Master Servicer may be released from its obligations in certain             
circumstances. See "Certain Matters Regarding the Master Servicer."             

The Servicers                                                                   

With respect to any Series, one or more Servicers will provide certain      
customary servicing functions with respect to the Mortgage Loans pursuant to    
the related Pooling and Servicing Agreement or separate Underlying Servicing    
Agreements with the Depositor or an affiliate thereof. Such Servicers are       
expected to be the Sellers of the Mortgage Loans or affiliates of such          
Sellers. The rights of the Depositor or such affiliate under the applicable     
Underlying Servicing Agreements in respect of the Mortgage Loans included in    
the Trust Estate for any such Series will be assigned (directly or indirectly)  
to the Trustee for the benefit of Certificateholders of such Series. The        
Servicers may be entitled to withhold their Servicing Fees and certain other    
fees and charges from remittances of payments received on Mortgage Loans        
serviced by them.                                                               

Each Servicer generally will be approved by Fannie Mae ("FNMA") or The      
Federal Home Loan Mortgage Corporation ("FHLMC") as a servicer of mortgage      
loans.                                                                          

The duties to be performed by each Servicer include collection and          
remittance of principal and interest payments on the Mortgage Loans,            
administration of mortgage escrow accounts, collection of insurance claims,     
foreclosure procedures, and, if necessary, the advance of funds to the extent   
certain payments are not made by the mortgagor and have not been determined by  
the Servicer to be not recoverable under the applicable insurance policies      
with respect to such Series, from proceeds of liquidation of such Mortgage      
Loans or otherwise. Each Servicer also will provide such accounting and         
reporting services as are necessary to provide required information to the      
Trustee or to enable the Master Servicer to provide required information to     
the Trustee with respect to the Mortgage Loans included in the Trust Estate     
for such Series. Each Servicer is entitled to a periodic Servicing Fee equal    
to a specified percentage of the outstanding principal balance of each          
Mortgage Loan serviced by such Servicer. The servicing obligations of a         
Servicer may be delegated to another person as provided in the Pooling and      
Servicing Agreement or Underlying Servicing Agreement.                          

The Trustee, or if so provided in the applicable Pooling and Servicing      
Agreement, the Master Servicer, may terminate a Servicer who has failed to      
comply with its covenants or breached one of its representations contained in   
the Underlying Servicing Agreement or in certain other circumstances. Upon      
termination of a Servicer by the Trustee or the Master Servicer, the Master     
Servicer will assume certain servicing obligations of the terminated Servicer,  
or, at its option, may appoint a substitute Servicer acceptable to the Trustee  
to assume the servicing obligations of the terminated Servicer. The Master      
Servicer's obligations to act as substitute Servicer following the termination  
of an Underlying Servicing Agreement will not, however, require the Master      
Servicer to purchase a Mortgage Loan from the Trust Estate due to a breach by   
the terminated Servicer of a representation or warranty in respect of such      
Mortgage Loan.                                                                  

Each Prospectus Supplement relating to such a Series of Certificates will   
contain information concerning recent delinquency, foreclosure and loan loss    
experience on the mortgage loans in a Servicer's servicing portfolio to the     
extent such information is material and reasonably available to the Depositor.  

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Payments on Mortgage Loans                                                      

The Trustee for each Series will establish and maintain a separate trust    
account in the name of the Trustee (the "Certificate Account"). Each such       
account must be maintained with a depository institution (the "Depository")     
either (i) whose long-term debt obligations (or, in the case of a Depository    
which is part of a holding company structure, the long-term debt obligations    
of such parent holding company) are, at the time of any deposit therein rated   
in at least one of the two highest rating categories by the Rating Agency or    
Rating Agencies rating the Certificates of such Series, or (ii) that is         
otherwise acceptable to the Rating Agency or Rating Agencies rating the         
Certificates of such Series and, if a REMIC election has been made, that would  
not cause the related Trust Estate (or one or more segregated pools of assets   
therein) to fail to qualify as a REMIC. To the extent that the portion of       
funds deposited in the Certificate Account at any time exceeds the limit of     
insurance coverage established by the Federal Deposit Insurance Corporation     
(the "FDIC"), such excess will be subject to loss in the event of the failure   
of the Depository. Such insurance coverage will be based on the number of       
holders of Certificates, rather than the number of underlying mortgagors.       
Holders of the Subordinated Certificates of a Series will bear any such loss    
up to the amount of principal payments on the related Mortgage Loans to which   
such holders are entitled.                                                      

Pursuant to the applicable Pooling and Servicing Agreement or the Underlying
Servicing Agreements, if any, with respect to a Series, each Servicer will be   
required to establish and maintain one or more accounts (collectively, the      
"Servicer Custodial Account") into which the Servicer will be required to       
deposit on a daily basis amounts received with respect to Mortgage Loans        
serviced by such Servicer included in the Trust Estate for such Series, as      
more fully described below. Each Servicer Custodial Account must be a separate  
custodial account insured to the available limits by the FDIC or otherwise      
acceptable to the applicable Rating Agencies (such acceptable account, an       
"Eligible Custodial Account") and limited to funds held with respect to a       
particular Series, unless the Pooling and Servicing Agreement or the            
Underlying Servicing Agreement specifies that a Servicer may establish an       
account which is an eligible account to serve as a unitary Servicer Custodial   
Account both for such Series and for other Series of Certificates as well as    
other Mortgage Loans serviced by such Servicer.                                 

Each Servicer will be required to deposit in the Certificate Account for    
each Series of Certificates on the date the Certificates are issued any         
amounts representing scheduled payments of principal and interest on the        
Mortgage Loans serviced by such Servicer due after the applicable Cut-Off Date  
but received on or prior thereto. Each Servicer will be required, not later     
than the 24th calendar day of each month or such earlier day as may be          
specified in the Pooling and Servicing Agreement or the applicable Underlying   
Servicing Agreement (the "Remittance Date"), to remit to the Master Servicer    
for deposit in an Eligible Custodial Account maintained by the Master Servicer  
in the name of the Trustee (the "Master Servicer Custodial Account") or, if     
there is no Master Servicer, to remit to the Trustee for deposit in the         
Certificate Account, the following payments and collections received or made    
by such Servicer with respect to the Mortgage Loans serviced by such Servicer   
subsequent to the applicable Cut-Off Date (other than (a) payments due on or    
before the Cut-Off Date and (b) amounts held for future distribution):          

(i) all payments on account of principal, including prepayments, and    
interest;                                                                   

(ii) all amounts received by the Servicer in connection with the        
liquidation of defaulted Mortgage Loans or property acquired in respect     
thereof, whether through foreclosure sale or otherwise, including payments  
in connection with defaulted Mortgage Loans received from the mortgagor     
other than amounts required to be paid to the mortgagor pursuant to the     
terms of the applicable Mortgage Loan or otherwise pursuant to law          
("Liquidation Proceeds") less, to the extent permitted under the applicable 
Underlying Servicing Agreement, the amount of any expenses incurred in      
connection with the liquidation of such Mortgage Loans;                     

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(iii) all proceeds received by the Servicer under any title, hazard or  
other insurance policy covering any such Mortgage Loan, other than proceeds 
to be applied to the restoration or repair of the property subject to the   
related Mortgage or released to the mortgagor in accordance with the        
Underlying Servicing Agreement;                                             

(iv) all Periodic Advances made by the Servicer;                        

(v) all amounts withdrawn from Buy-Down Funds or Subsidy Funds, if any, 
with respect to such Mortgage Loans, in accordance with the terms of the    
respective agreements applicable thereto;                                   

(vi) all proceeds of any such Mortgage Loans or property acquired in    
respect thereof purchased or repurchased pursuant to the Pooling and        
Servicing Agreement or the Underlying Servicing Agreement; and              

(vii) all other amounts required to be deposited therein pursuant to the
applicable Pooling and Servicing Agreement or the Underlying Servicing      
Agreement.                                                                  

Notwithstanding the foregoing, if at any time the sums in (a) any Servicer  
Custodial Account, other than any Eligible Custodial Account, exceed $100,000   
or (b) any such Servicer Custodial Account, in certain circumstances, exceed    
such amount less than $100,000 as shall have been specified by the Trustee,     
each Servicer will be required within one business day to withdraw such excess  
funds from such account and remit such amounts to the Master Servicer           
Custodial Account or the Certificate Account.                                   

Notwithstanding the foregoing, each Servicer will be entitled, at its       
election, either (a) to withhold and pay itself the applicable Servicing Fee    
from any payment or other recovery on account of interest as received and       
prior to deposit in the Servicer Custodial Account or (b) to withdraw from the  
Servicer Custodial Account the applicable Servicing Fee after the entire        
payment or recovery has been deposited in such account.                         

The Master Servicer or Trustee will deposit in the Certificate Account any  
Periodic Advances made by the Master Servicer or Trustee, as applicable, in     
the event of a Servicer default not later than the Distribution Date on which   
such amounts are required to be distributed. All other amounts deposited in     
the Master Servicer Custodial Account (other than Master Servicing Fees and,    
to the extent the Master Servicer is entitled thereto under the applicable      
Pooling and Servicing Agreement, interest on amounts in the Master Servicer     
Custodial Account) are required to be remitted by the Master Servicer to the    
Trustee for deposit in the Certificate Account not later than the business day  
preceding the applicable Distribution Date. On each Distribution Date, the      
Trustee will withdraw from the Certificate Account and remit to                 
Certificateholders all amounts allocable to the Pool Distribution Amount for    
such Distribution Date.                                                         

If a Servicer, the Master Servicer or the Trustee deposits in the           
Certificate Account for a Series any amount not required to be deposited        
therein, the Trustee may at any time withdraw such amount from such account     
for itself or for remittance to such Servicer or the Master Servicer, as        
applicable. Funds on deposit in the Certificate Account may be invested in      
certain investments acceptable to the Rating Agencies ("Eligible Investments")  
maturing in general not later than the business day preceding the next          
Distribution Date. In the event that an election has been made to treat the     
Trust Estate (or one or more segregated pools of assets therein) with respect   
to a Series as a REMIC, no such Eligible Investments will be sold or disposed   
of at a gain prior to maturity unless the Trustee has received an opinion of    
counsel or other evidence satisfactory to it that such sale or disposition      
will not cause the Trust Estate (or segregated pool of assets) to be subject    
to the tax on "prohibited transactions" imposed by Code Section 860F(a)(1),     
otherwise subject the Trust Estate (or segregated pool of assets) to tax, or    
cause the Trust Estate (or any segregated pool of assets) to fail to qualify    
as a REMIC while any Certificates of the Series are outstanding. All income     
and gain realized from any such investment will generally be for the account    
of the Trustee as additional compensation and all losses from any such          
investment will be deposited by the Trustee out of its own funds to the         
Certificate Account immediately as realized.                                    

The Trustee is permitted, from time to time, to make withdrawals from the   
Certificate Account for the following purposes, to the extent permitted in the  
applicable Pooling and Servicing Agreement (and, in the case                    

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of Servicer or Master Servicer reimbursements by the Trustee, only to the       
extent funds in the respective Servicer Custodial Account or Master Servicer    
Custodial Account are not sufficient therefor):                                 

(i) to reimburse the Master Servicer, itself or any Servicer for        
Advances;                                                                   

(ii) to reimburse any Servicer for liquidation expenses and for amounts 
expended by the Master Servicer or any Servicer, as applicable, in          
connection with the restoration of damaged property;                        

(iii) to pay to the Master Servicer the applicable Master Servicing Fee 
and any other amounts constituting additional master servicing              
compensation, to pay itself the applicable Trustee Fee, to pay any other    
fees described in the applicable Prospectus Supplement; and to pay to the   
owner thereof any Fixed Retained Yield;                                     

(iv) to reimburse the Master Servicer or any Servicer for certain       
expenses (including taxes paid on behalf of the Trust Estate) incurred by   
and recoverable by or reimbursable to the Master Servicer or the Servicer,  
as applicable;                                                              

(v) to pay to the Depositor, a Servicer or the Master Servicer with     
respect to each Mortgage Loan or property acquired in respect thereof that  
has been repurchased by the Depositor or purchased by a Servicer or the     
Master Servicer all amounts received thereon and not distributed as of the  
date as of which the purchase price of such Mortgage Loan was determined;   

(vi) to pay to itself any interest earned on or investment income earned
with respect to funds in the Certificate Account (all such interest or      
income to be withdrawn not later than the next Distribution Date);          

(vii) to pay to the Master Servicer, the Servicer and itself from net   
Liquidation Proceeds allocable to interest, the amount of any unpaid Master 
Servicing Fee, Servicing Fees or Trustee Fees and any unpaid assumption     
fees, late payment charges or other mortgagor charges on the related        
Mortgage Loan;                                                              

(viii) to withdraw from the Certificate Account any amount deposited in 
such account that was not required to be deposited therein; and             

(ix) to clear and terminate the Certificate Account.                    

The Trustee will be authorized to appoint a paying agent (the "Paying       
Agent") to make distributions, as agent for the Trustee, to Certificateholders  
of a Series. If the Paying Agent for a Series is not the Trustee for such       
Series, the Trustee will, on each Distribution Date, deposit in immediately     
available funds in an account designated by any such Paying Agent the amount    
required to be distributed to the Certificateholders on such Distribution       
Date.                                                                           

The Trustee will cause any Paying Agent to execute and deliver to the       
Trustee an instrument in which such Paying Agent agrees with the Trustee that   
such Paying Agent will hold all amounts deposited with it by the Trustee for    
distribution to Certificateholders in trust for the benefit of                  
Certificateholders until such amounts are distributed to Certificateholders or  
otherwise disposed of as provided in the applicable Pooling and Servicing       
Agreement.                                                                      

Periodic Advances and Limitations Thereon                                       

Generally each Servicer will be required to make (i) Periodic Advances to   
cover delinquent payments of principal and interest on such Mortgage Loan and   
(ii) other advances of cash ("Other Advances" and, collectively with Periodic   
Advances, "Advances") to cover (a) delinquent payments of taxes, insurance      
premiums, and other escrowed items and (b) rehabilitation expenses and          
foreclosure costs, including reasonable attorneys' fees, in either case unless  
such Servicer has determined that any subsequent payments on that Mortgage      
Loan or from the borrower will ultimately not be available to reimburse such    
Servicer for such amounts. The failure of the Servicer to make any required     
Periodic Advances or Other Advances under an Underlying Servicing Agreement     
constitutes a default under such agreement for which the Servicer will be       
terminated. Upon default by a Servicer, the Master Servicer or the Trustee      
may, in each case if so provided in the Pooling and Servicing Agreement, be     
required to make Periodic Advances to the extent necessary to make              

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required distributions on certain Certificates or certain Other Advances,       
provided that the Master Servicer or Trustee, as applicable, determines that    
funds will ultimately be available to reimburse it from proceeds of the         
related Mortgaged Property. In the case of Certificates of any Series for       
which credit enhancement is provided in the form of a mortgage pool insurance   
policy, the Depositor may obtain an endorsement to the mortgage pool insurance  
policy which obligates the pool insurer to advance delinquent payments of       
principal and interest. The pool insurer would only be obligated under such     
endorsement to the extent the mortgagor fails to make such payment and the      
Master Servicer or Trustee fails to make a required advance.                    

The advance obligation of the Master Servicer and Trustee may be further    
limited to an amount specified by the Rating Agency rating the Certificates.    
Any such Periodic Advances by the Servicers, the Master Servicer or Trustee,    
as the case may be, must be deposited into the applicable Servicer Custodial    
Account or the Certificate Account and will be due no later than the business   
day before the Distribution Date to which such delinquent payment relates.      
Advances by the Servicers, the Master Servicer or Trustee, as the case may be,  
will be reimbursable out of insurance proceeds or Liquidation Proceeds of, or,  
except for Other Advances, future payments on, the Mortgage Loans for which     
such amounts were advanced. If an Advance made by a Servicer, the Master        
Servicer or the Trustee later proves, or is deemed by the Servicer, the Master  
Servicer or the Trustee, to be unrecoverable, such Servicer, the Master         
Servicer or the Trustee, as the case may be, will be entitled to reimbursement  
from funds in the Certificate Account prior to the distribution of payments to  
the Certificateholders to the extent provided in the Pooling and Servicing      
Agreement.                                                                      

Any Periodic Advances made by a Servicer, the Master Servicer or the Trustee
with respect to Mortgage Loans included in the Trust Estate for any Series are  
intended to enable the Trustee to make timely payment of the scheduled          
distributions of principal and interest on the Certificates of such Series.     
However, none of the Master Servicer, the Trustee, any Servicer or any other    
person will, except as specified in the applicable Prospectus Supplement with   
respect to credit enhancement described therein, insure or guarantee the        
Certificates of any Series or the Mortgage Loans included in the Trust Estate   
for any Certificates.                                                           

Collection and Other Servicing Procedures                                       

Each Servicer will be required by the related Underlying Servicing Agreement
to make reasonable efforts to collect all payments called for under the         
Mortgage Loans and, consistent with the applicable Underlying Servicing         
Agreement or the Pooling and Servicing Agreement and any applicable agreement   
governing any form of credit enhancement, to follow such collection procedures  
as it follows with respect to mortgage loans serviced by it that are            
comparable to the Mortgage Loans. Consistent with the above, the Servicer may,  
in its discretion, (i) waive any prepayment charge, assumption fee, late        
payment charge or any other charge in connection with the prepayment of a       
Mortgage Loan and (ii) arrange with a mortgagor a schedule for the liquidation  
of deficiencies running for not more than 180 days (or such longer period to    
which the Master Servicer and any applicable pool insurer or primary mortgage   
insurer have consented) after the applicable Due Date.                          

Under each Underlying Servicing Agreement or the Pooling and Servicing      
Agreement, each Servicer, to the extent permitted by law, will establish and    
maintain one or more escrow accounts (each such account, an "Escrow Account")   
in which each such Servicer will be required to deposit any payments made by    
mortgagors in advance for taxes, assessments, primary mortgage (if applicable)  
and hazard insurance premiums and other similar items. Withdrawals from the     
Escrow Account may be made to effect timely payment of taxes, assessments,      
mortgage and hazard insurance, to refund to mortgagors amounts determined to    
be overages, to pay interest to mortgagors on balances in the Escrow Account,   
if required, and to clear and terminate such account. Each Servicer will be     
responsible for the administration of its Escrow Account. A Servicer will be    
obligated to advance certain amounts which are not timely paid by the           
mortgagors, to the extent that it determines, in good faith, that they will be  
recoverable out of insurance proceeds, liquidation proceeds, or otherwise.      
Alternatively, in lieu of establishing a Escrow Account, a Servicer may         
procure a performance bond or other form of insurance coverage, in an amount    
acceptable to the Master Servicer and each Rating Agency rating the related     
Series of Certificates, covering loss occasioned by the failure to escrow such  
amounts.                                                                        

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Enforcement of "Due-on-Sale Clauses"; Realization Upon Defaulted Mortgage       
Loans                                                                           

With respect to each Mortgage Loan having a fixed interest rate, the        
applicable Underlying Servicing Agreement or Pooling and Servicing Agreement    
will generally provide that, when any Mortgaged Property is about to be         
conveyed by the mortgagor, the Servicer will, to the extent it has knowledge    
of such prospective conveyance, exercise its rights to accelerate the maturity  
of such Mortgage Loan under the "due-on-sale" clause applicable thereto, if     
any, unless it is not exercisable under applicable law or if such exercise      
would result in loss of insurance coverage with respect to such Mortgage Loan   
or would, in the Servicer's judgment, be reasonably likely to result in         
litigation by the mortgagor and such Servicer, if applicable, has not obtained  
the Master Servicer's consent to such exercise. In either case, the Servicer    
is authorized to take or enter into an assumption and modification agreement    
from or with the person to whom such Mortgaged Property has been or is about    
to be conveyed, pursuant to which such person becomes liable under the          
Mortgage Note and, unless prohibited by applicable state law, the mortgagor     
remains liable thereon, provided that the Mortgage Loan will continue to be     
covered by any pool insurance policy and any related primary mortgage           
insurance policy and the Mortgage Interest Rate with respect to such Mortgage   
Loan and the payment terms shall remain unchanged. The Servicer will also be    
authorized, with the prior approval of the pool insurer and the primary         
mortgage insurer, if any, to enter into a substitution of liability agreement   
with such person, pursuant to which the original mortgagor is released from     
liability and such person is substituted as mortgagor and becomes liable under  
the Mortgage Note.                                                              

Each Underlying Servicing Agreement and Pooling and Servicing Agreement with
respect to a Series will require the Servicer or the Master Servicer, as the    
case may be, to present claims to the insurer under any insurance policy        
applicable to the Mortgage Loans included in the Trust Estate for such Series   
and to take such reasonable steps as are necessary to permit recovery under     
such insurance policies with respect to defaulted Mortgage Loans, or losses on  
the Mortgaged Property securing the Mortgage Loans.                             

Each Servicer is obligated to realize upon defaulted Mortgage Loans in      
accordance with its normal servicing practices, which will conform generally    
to those of prudent mortgage lending institutions which service mortgage loans  
of the same type in the same jurisdictions. Notwithstanding the foregoing,      
each Servicer is authorized to permit the assumption of a defaulted Mortgage    
Loan rather than to foreclose or accept a deed-in-lieu of foreclosure if, in    
the Servicer's judgment, the default is unlikely to be cured and the assuming   
borrower meets the applicable underwriting guidelines. In connection with any   
such assumption, the Mortgage Interest Rate and the payment terms of the        
related Mortgage Note will not be changed. Each Servicer may also, with the     
consent of the Master Servicer, modify the payment terms of Mortgage Loans      
that are in default, or as to which default is reasonably foreseeable, that     
remain in the Trust Estate rather than foreclose on such Mortgage Loans;        
provided that no such modification shall forgive principal owing under such     
Mortgage Loan or permanently reduce the interest rate on such Mortgage Loan.    
Any such modification will be made only upon the determination by the Servicer  
and, if applicable, the Master Servicer that such modification is likely to     
increase the proceeds of such Mortgage Loan over the amount expected to be      
collected pursuant to foreclosure. See also "The Pooling and Servicing          
Agreement--Optional Purchases," with respect to the Seller's right to           
repurchase Mortgage Loans that are in default, or as to which default is        
reasonably foreseeable. Further, a Servicer may encourage the refinancing of    
such defaulted Mortgage Loans, including Mortgage Loans that would permit       
creditworthy borrowers to assume the outstanding indebtedness.                  

In the case of foreclosure or of damage to a Mortgaged Property from an     
uninsured cause, the Servicer will not be required to expend its own funds to   
foreclose or restore any damaged property, unless it reasonably determines (i)  
that such foreclosure or restoration will increase the proceeds to              
Certificateholders of such Series of liquidation of the Mortgage Loan after     
reimbursement to the related Servicer for its expenses and (ii) that such       
expenses will be recoverable to it through Liquidation Proceeds or any          
applicable insurance policy in respect of such Mortgage Loan. In the event      
that Servicer has expended its own funds for foreclosure or to restore damaged  
property, it will be entitled to be reimbursed from the Certificate Account     
for such Series an amount equal to all costs and expenses incurred by it.       

No Servicer will be obligated to foreclose on any Mortgaged Property which  
it believes may be contaminated with or affected by hazardous wastes or         
hazardous substances. See "Certain Legal Aspects of the                         

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Mortgage Loans--Environmental Considerations." If a Servicer does not           
foreclose on a Mortgaged Property, the Certificateholders of the related        
Series may experience a loss on the related Mortgage Loan. A Servicer will not  
be liable to the Certificateholders if it fails to foreclose on a Mortgaged     
Property which it believes may be so contaminated or affected, even if such     
Mortgaged Property is, in fact, not so contaminated or affected. Conversely, a  
Servicer will not be liable to the Certificateholders if, based on its belief   
that no such contamination or effect exists, the Servicer forecloses on a       
Mortgaged Property and takes title to such Mortgaged Property, and thereafter   
such Mortgaged Property is determined to be so contaminated or affected.        

The Servicer may foreclose against property securing a defaulted Mortgage   
Loan either by foreclosure, by sale or by strict foreclosure and in the event   
a deficiency judgment is available against the mortgagor or other person (see   
"Certain Legal Aspects of the Mortgage Loans--Anti-Deficiency Legislation, the  
Bankruptcy Code and Other Limitations on Lenders" for a discussion of the       
availability of deficiency judgments), may proceed for the deficiency. It is    
anticipated that in most cases the Servicer will not seek deficiency            
judgments, and will not be required under the applicable Underlying Servicing   
Agreement to seek deficiency judgments. In lieu of foreclosure, each Servicer   
may arrange for the sale by the borrower of the Mortgaged Property related to   
a defaulted Mortgage Loan to a third party, rather than foreclosing upon and    
selling such Mortgaged Property.                                                

With respect to a Trust Estate (or any segregated pool of assets therein) as
to which a REMIC election has been made, if the Trustee acquires ownership of   
any Mortgaged Property as a result of a default or reasonably foreseeable       
default of any Mortgage Loan secured by such Mortgaged Property, the Trustee    
or Master Servicer will be required to dispose of such property prior to the    
close of the third calendar year following the year the Trust Estate acquired   
such property (or such shorter period as is provided in the applicable          
Underlying Servicing Agreement) unless the Trustee (a) receives an opinion of   
counsel to the effect that the holding of the Mortgaged Property by the Trust   
Estate will not cause the Trust Estate to be subject to the tax on "prohibited  
transactions" imposed by Code Section 860F(a)(1) or cause the Trust Estate (or  
any segregated pool of assets therein as to which one or more REMIC elections   
have been made or will be made) to fail to qualify as a REMIC or (b) applies    
for and is granted an extension of the applicable period in the manner          
contemplated by Code Section 856(e)(3). The Servicer also will be required to   
administer the Mortgaged Property in a manner which does not cause the          
Mortgaged Property to fail to qualify as "foreclosure property" within the      
meaning of Code Section 860G(a)(8) or result in the receipt by the Trust        
Estate of any "net income from foreclosure property" within the meaning of      
Code Section 860G(c)(2), respectively. In general, this would preclude the      
holding of the Mortgaged Property by a party acting as a dealer in such         
property or the receipt of rental income based on the profits of the lessee of  
such property. See "Federal Income Tax Consequences."                           

Insurance Policies                                                              

Each Servicer will be required to cause to be maintained for each Mortgage  
Loan (other than Mortgage Loans secured by cooperative shares and condominium   
apartments) a standard hazard insurance policy issued by a generally            
acceptable insurer insuring the improvements on the Mortgaged Property          
underlying such Mortgage Loan against loss by fire, with extended coverage (a   
"Standard Hazard Insurance Policy"). Such Standard Hazard Insurance Policy      
will be required to be in an amount at least equal to the lesser of 100% of     
the insurable value of the improvements on the Mortgaged Property or the        
principal balance of such Mortgage Loan; provided, however, that such           
insurance may not be less than the minimum amount required to fully compensate  
for any damage or loss on a replacement cost basis. Each Servicer will also     
maintain on property acquired upon foreclosure, or deed in lieu of              
foreclosure, of any Mortgage Loan, a Standard Hazard Insurance Policy in an     
amount that is at least equal to the lesser of 100% of the insurable value of   
the improvements which are a part of such property or the principal balance of  
such Mortgage Loan plus accrued interest and liquidation expenses; provided,    
however, that such insurance may not be less than the minimum amount required   
to fully compensate for any damage or loss on a replacement cost basis. Any     
amounts collected under any such policies (other than amounts to be applied to  
the restoration or repair of the Mortgaged Property or released to the          
borrower in accordance with normal servicing procedures) will be deposited in   
the Servicer Custodial Account for remittance to the Certificate Account by     
the applicable Servicer.                                                        

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The Standard Hazard Insurance Policies covering the Mortgage Loans generally
will cover physical damage to, or destruction of, the improvements on the       
Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm,      
hail, riot, strike and civil commotion, subject to the conditions and           
exclusions particularized in each policy. Because the Standard Hazard           
Insurance Policies relating to such Mortgage Loans will be underwritten by      
different insurers and will cover Mortgaged Properties located in various       
states, such policies will not contain identical terms and conditions. The      
most significant terms thereof, however, generally will be determined by state  
law and generally will be similar. Most such policies typically will not cover  
any physical damage resulting from the following: war, revolution,              
governmental actions, floods and other water-related causes, earth movement     
(including earthquakes, landslides and mudflows), nuclear reaction, wet or dry  
rot, vermin, rodents, insects or domestic animals, hazardous wastes or          
hazardous substances, theft and, in certain cases, vandalism. The foregoing     
list is merely indicative of certain kinds of uninsured risks and is not all-   
inclusive.                                                                      

In general, if the improvements on a Mortgaged Property are located in an   
area identified in the Federal Register by the Federal Emergency Management     
Agency as having special flood hazards (and such flood insurance has been made  
available) each Underlying Servicing Agreement will require the related         
Servicer to cause to be maintained a flood insurance policy meeting the         
requirements of the current guidelines of the Federal Insurance Administration  
with a generally acceptable insurance carrier. Generally, the Underlying        
Servicing Agreement will require that such flood insurance be in an amount not  
less than the least of (i) the outstanding principal balance of the Mortgage    
Loan, (ii) the full insurable value of the improvements, or (iii) the maximum   
amount of insurance which is available under the National Flood Insurance Act   
of 1968, as amended.                                                            

Each Servicer may maintain a blanket policy insuring against hazard losses  
on all of the Mortgaged Properties in lieu of maintaining the required          
Standard Hazard Insurance Policies and may maintain a blanket policy insuring   
against special hazards in lieu of maintaining any required flood insurance.    
Each Servicer will be liable for the amount of any deductible under a blanket   
policy if such amount would have been covered by a required Standard Hazard     
Insurance Policy or flood insurance, had it been maintained.                    

Any losses incurred with respect to Mortgage Loans due to uninsured risks   
(including earthquakes, mudflows, floods and hazardous wastes or hazardous      
substances) or insufficient hazard insurance proceeds will adversely affect     
distributions to the Certificateholders.                                        

Fixed Retained Yield, Servicing Compensation and Payment of Expenses            

Fixed Retained Yield with respect to any Mortgage Loan is that portion, if  
any, of interest at the Mortgage Interest Rate that is not included in the      
related Trust Estate and is retained by the Depositor or a Seller. The          
Prospectus Supplement for a Series will describe the Fixed Retained Yield, if   
any, with respect to the Mortgage Loans of such Series. If so, the Fixed        
Retained Yield will be established on a loan-by-loan basis and will be          
specified in the schedule of Mortgage Loans attached as an exhibit to the       
applicable Pooling and Servicing Agreement. If the Seller retaining the Fixed   
Retained Yield is a Servicer, such Servicer may deduct the Fixed Retained       
Yield from mortgagor payments as received or deposit such payments in the       
Servicer Custodial Account or Certificate Account for such Series and then      
request the Master Servicer or the Trustee to withdraw the Fixed Retained       
Yield from the Master Servicer Custodial Account or the Certificate Account     
for remittance to such Servicer. In the case of any Fixed Retained Yield with   
respect to other Mortgage Loans, serviced by the Master Servicer or the         
Trustee will make withdrawals from the Master Servicer Custodial Account or     
the Certificate Account for the purpose of remittances to the Owner of the      
Fixed Retained Yield. Notwithstanding the foregoing, with respect to any        
payment of interest received relating to a Mortgage Loan (whether paid by the   
mortgagor or received as Liquidation Proceeds, insurance proceeds or            
otherwise) which is less than the full amount of interest then due with         
respect to such Mortgage Loan, the owner of the Fixed Retained Yield with       
respect to such Mortgage Loan will bear a ratable share of such interest        
shortfall.                                                                      

For each Series of Certificates, each Servicer will be entitled to be paid  
the Servicing Fee on the related Mortgage Loans serviced by such Servicer       
until termination of the applicable Underlying Servicing Agreement, or the      
Pooling and Servicing Agreement. A Servicer, at its election, will pay itself   
the Servicing Fee for a Series                                                  

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with respect to each Mortgage Loan by (a) withholding the Servicing Fee from    
any scheduled payment of interest prior to deposit of such payment in the       
Servicer Custodial Account for such Series or (b) withdrawing the Servicing     
Fee from the Servicer Custodial Account after the entire interest payment has   
been deposited in such account. A Servicer may also pay itself out of the       
Liquidation Proceeds of a Mortgage Loan or other recoveries with respect        
thereto, or withdraw from the Servicer Custodial Account or request the Master  
Servicer or the Trustee to withdraw from the Master Servicer Custodial Account  
or the Certificate Account for remittance to the Servicer such amounts after    
the deposit thereof in such accounts, or if such Liquidation Proceeds or other  
recoveries are insufficient, from Net Foreclosure Profits with respect to the   
related Distribution Date the Servicing Fee in respect of such Mortgage Loan    
to the extent provided in the applicable Pooling and Servicing Agreement. The   
Servicing Fee or the range of Servicing Fees with respect to the Mortgage       
Loans underlying the Certificates of a Series will be specified in the          
applicable Prospectus Supplement. Additional servicing compensation in the      
form of prepayment charges, assumption fees, late payment charges or otherwise  
will be retained by the Servicers.                                              

Each Servicer will pay all expenses incurred in connection with the         
servicing of the Mortgage Loans serviced by such Servicer underlying a Series,  
including, without limitation, payment of the Standard Hazard Insurance Policy  
premiums. The Servicer will be entitled, in certain circumstances, to           
reimbursement from the Certificate Account of Periodic Advances, of Other       
Advances made by it to pay taxes, insurance premiums and similar items with     
respect to any Mortgaged Property or for expenditures incurred by it in         
connection with the restoration, foreclosure or liquidation of any Mortgaged    
Property (to the extent of Liquidation Proceeds or insurance policy proceeds    
in respect of such Mortgaged Property) and of certain losses against which it   
is indemnified by the Trust Estate.                                             

As set forth in the preceding paragraph, a Servicer may be entitled to      
reimbursement for certain expenses incurred by it, and payment of additional    
fees for certain extraordinary services rendered by it (provided that such      
fees do not exceed those which would be charged by third parties for similar    
services) in connection with the liquidation of defaulted Mortgage Loans and    
related Mortgaged Properties. In the event that claims are either not made or   
are not fully paid from any applicable form of credit enhancement, the related  
Trust Estate will suffer a loss to the extent that Liquidation Proceeds, after  
reimbursement of the Servicing Fee and the expenses of the Servicer, are less   
than the principal balance of the related Mortgage Loan.                        

Evidence as to Compliance                                                       

Each Servicer will deliver annually to the Trustee or Master Servicer, as   
applicable, on or before the date specified in the applicable Pooling and       
Servicing Agreement or Underlying Servicing Agreement, an Officer's             
Certificate stating that (i) a review of the activities of such Servicer        
during the preceding calendar year and of performance under the applicable      
Pooling and Servicing Agreement or Underlying Servicing Agreement has been      
made under the supervision of such officer, and (ii) to the best of such        
officer's knowledge, based on such review, such Servicer has fulfilled all its  
obligations under the applicable Pooling and Servicing Agreement or Underlying  
Servicing Agreement throughout such year, or, if there has been a default in    
the fulfillment of any such obligation, specifying each such default known to   
such officer and the nature and status thereof. Such Officer's Certificate      
shall be accompanied by a statement of a firm of independent public             
accountants to the effect that, on the basis of an examination of certain       
documents and records relating to a random sample of the mortgage loans being   
serviced by such Servicer pursuant to such Pooling and Servicing Agreement or   
Underlying Servicing Agreement and/or other similar agreements, conducted       
substantially in compliance with the Uniform Single Attestation Program for     
Mortgage Bankers, the servicing of such mortgage loans was conducted in         
compliance with the provisions of the applicable Underlying Servicing           
Agreement and other similar agreements, except for (i) such exceptions as such  
firm believes to be immaterial and (ii) such other exceptions as are set forth  
in such statement.                                                              

The Master Servicer will deliver annually to the Trustee, on or before the  
date specified in the applicable Pooling and Servicing Agreement, an Officer's  
Certificate stating that such officer has received, with respect to             

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each Servicer, the Officer's Certificate and accountant's statement described   
in the preceding paragraph, and, that on the basis of such officer's review of  
such information, each Servicer has fulfilled all its obligations under the     
applicable Underlying Servicing Agreement throughout such year, or, if there    
has been a default in the fulfillment of any such obligation, specifying each   
such default known to such officer and the nature and status thereof.           

CERTAIN MATTERS REGARDING THE MASTER SERVICER 

In the event there is a Master Servicer with respect to a Series of         
Certificates, such Master Servicer may not resign from its obligations and      
duties under the Pooling and Servicing Agreement for each Series without the    
consent of the Trustee, except upon its determination that its duties           
thereunder are no longer permissible under applicable law or are in material    
conflict by reason of applicable law with any other activities of a type and    
nature carried on by it. No such resignation will become effective until the    
Trustee for such Series or a successor master servicer has assumed the Master   
Servicer's obligations and duties under the Pooling and Servicing Agreement.    
If the Master Servicer resigns for any of the foregoing reasons and the         
Trustee is unable or unwilling to assume responsibility for its duties under    
the Pooling and Servicing Agreement, it may appoint another institution to so   
act as described under "The Pooling and Servicing Agreement--Rights Upon Event  
of Default" below.                                                              

The Pooling and Servicing Agreement will also provide that neither the      
Master Servicer nor any subcontractor, nor any partner, director, officer,      
employee or agent of any of them, will be under any liability to the Trust      
Estate or the Certificateholders, for the taking of any action or for           
refraining from the taking of any action in good faith pursuant to the Pooling  
and Servicing Agreement, or for errors in judgment; provided, however, that     
neither the Master Servicer, any subcontractor, nor any such person will be     
protected against any liability that would otherwise be imposed by reason of    
willful misfeasance, bad faith or gross negligence in the performance of his    
or its duties or by reason of reckless disregard of his or its obligations and  
duties thereunder. The Pooling and Servicing Agreement will further provide     
that the Master Servicer, any subcontractor, and any partner, director,         
officer, employee or agent of either of them shall be entitled to               
indemnification by the Trust Estate and will be held harmless against any       
loss, liability or expense incurred in connection with any legal action         
relating to the Pooling and Servicing Agreement or the Certificates, other      
than any loss, liability or expense incurred by reason of willful misfeasance,  
bad faith or gross negligence in the performance of its duties thereunder or    
by reason of reckless disregard of its obligations and duties thereunder. In    
addition, the Pooling and Servicing Agreement will provide that the Master      
Servicer will not be under any obligation to appear in, prosecute or defend     
any legal action that is not incidental to its duties under the Pooling and     
Servicing Agreement and that in its opinion may involve it in any expense or    
liability. The Master Servicer may, however, in its discretion, undertake any   
such action deemed by it necessary or desirable with respect to the Pooling     
and Servicing Agreement and the rights and duties of the parties thereto and    
the interests of the Certificateholders 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 Trust Estate and the Master Servicer  
will be entitled to be reimbursed therefor out of the Certificate Account, and  
any loss to the Trust Estate arising from such right of reimbursement will be   
allocated first to the Subordinated Certificate of a Series before being        
allocated to the related Senior Certificates, or if such Series does not        
contain Subordinated Certificates, pro rata among the various Classes of        
Certificates unless otherwise specified in the applicable Pooling and           
Servicing Agreement.                                                            

Any person into which the Master Servicer may be merged or consolidated, or 
any person resulting from any merger, conversion or consolidation to which the  
Master Servicer is a party, or any person succeeding to the business through    
the transfer of substantially all of its assets or all assets relating to such  
business, or otherwise, of the Master Servicer will be the successor of the     
Master Servicer under the Pooling and Servicing Agreement for each Series       
provided that such successor or resulting entity has a net worth of not less    
than $15,000,000 and is qualified to service mortgage loans for FNMA or FHLMC.  

The Master Servicer also has the right to assign its rights and delegate its
duties and obligations under the Pooling and Servicing Agreement for each       
Series; provided that, if the Master Servicer desires to be released            

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from its obligations under the Pooling and Servicing Agreement, (i) the         
purchaser or transferee accepting such assignment or delegation is qualified    
to service mortgage loans for FNMA or FHLMC, (ii) the purchaser is              
satisfactory to the Trustee for such Series, in the reasonable exercise of its  
judgment, and executes and delivers to the Trustee an agreement, in form and    
substance reasonably satisfactory to the Trustee, which contains an assumption  
by such purchaser or transferee of the due and punctual performance and         
observance of each covenant and condition to be performed or observed by the    
Master Servicer under the Pooling and Servicing Agreement from and after the    
date of such agreement; and (iii) each applicable Rating Agency's rating of     
any Certificates for such Series in effect immediately prior to such            
assignment, sale or transfer would not be qualified, downgraded or withdrawn    
as a result of such assignment, sale or transfer and the Certificates would     
not be placed on credit review status by any such Rating Agency. The Master     
Servicer will be released from its obligations under the Pooling and Servicing  
Agreement upon any such assignment and delegation, except that the Master       
Servicer will remain liable for all liabilities and obligations incurred by it  
prior to the time that the conditions contained in clauses (i), (ii) and (iii)  
above are met.                                                                  

THE POOLING AND SERVICING AGREEMENT 

Assignment of Mortgage Loans to the Trustee                                     

The Depositor will have acquired the Mortgage Loans included in each Trust  
Estate pursuant to one or more agreements (each, a "Sale Agreement"). In        
connection with the conveyance of the Mortgage Loans to the Depositor, a        
Seller will (i) agree to deliver to the Depositor all of the documents which    
the Depositor is required to deliver to the Trustee; (ii) make certain          
representations and warranties to the Depositor which will be the basis of      
certain of the Depositor's representations and warranties to the Trustee or     
assign the representations and warranties made by the originator of the         
Mortgage Loans; and (iii) agree to repurchase or substitute (or assign rights   
to a comparable agreement of the originator of the Mortgage Loans) for any      
Mortgage Loan for which any document is not delivered or is found to be         
defective in any material respect, or which Mortgage Loan is discovered at any  
time not to be in conformance with the representations and warranties the       
Seller has made to the Depositor and the breach of such representations and     
warranties materially and adversely affects the interests of the                
Certificateholders in the related Mortgage Loan, if the Seller cannot deliver   
such document or cure such defect or breach within 60 days after notice         
thereof. Such agreement will inure to the benefit of the Trustee and is         
intended to help ensure the Depositor's performance of its limited obligation   
to repurchase or substitute for Mortgage Loans. See "The Mortgage Loan          
Programs--Representations and Warranties" above. To the extent specified in     
the related Prospectus Supplement, the applicable Seller or other entity        
specified therein rather than the Depositor will have the limited obligation    
to repurchase or substitute for Mortgage Loans.                                 

At the time of issuance of each Series of Certificates, the Mortgage Loans  
in the related Trust Estate will, pursuant to the applicable Pooling and        
Servicing Agreement, be assigned to the Trustee for the benefit of the          
Certificateholders, together with all principal and interest received on or     
with respect to such Mortgage Loans after the applicable Cut-Off Date other     
than principal and interest due and payable on or before such Cut-Off Date and  
interest attributable to the Fixed Retained Yield on such Mortgage Loans, if    
any. See "Servicing of the Mortgage Loans--Fixed Retained Yield, Servicing      
Compensation and Payment of Expenses." The Trustee or its agent will,           
concurrently with such assignment, authenticate and deliver the Certificates    
evidencing such Series to the Depositor in exchange for the Mortgage Loans.     
Each Mortgage Loan will be identified in a schedule appearing as an exhibit to  
the applicable Pooling and Servicing Agreement. Each such schedule will         
include, among other things, the unpaid principal balance as of the close of    
business on the applicable Cut-Off Date, the maturity date and the Mortgage     
Interest Rate for each Mortgage Loan in the related Trust Estate.               

In addition, with respect to each Mortgage Loan in a Trust Estate, the      
mortgage or other promissory note, any assumption, modification or conversion   
to fixed interest rate agreement, a mortgage assignment in recordable form and  
the recorded Mortgage (or other documents as are required under applicable law  
to create perfected security interest in the Mortgaged Property in favor of     
the Trustee) will be delivered to the Trustee or, if indicated in the           
applicable Prospectus Supplement, to a custodian; provided that, in instances   
where recorded documents                                                        

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cannot be delivered due to delays in connection with recording, copies          
thereof, certified by the Depositor to be true and complete copies of such      
documents sent for recording, may be delivered and the original recorded        
documents will be delivered promptly upon receipt. The assignment of each       
Mortgage will be recorded promptly after the initial issuance of Certificates   
for the related Trust Estate, except in states where, in the opinion of         
counsel acceptable to the Trustee, such recording is not required to protect    
the Trustee's interest in the Mortgage Loan against the claim of any            
subsequent transferee or any successor to or creditor of the Depositor, or      
another affiliate that sold the Mortgage Loan to the Depositor, or the          
originator of such Mortgage Loan. Notwithstanding the foregoing, with respect   
to any Mortgage which has been recorded in the name of Mortgage Electronic      
Registration Systems, Inc. ("MERS") or its designee, no mortgage assignment in  
favor of the Trustee will be required to be prepared or delivered. Instead,     
the Trustee and the applicable Servicers will be required to take all actions   
as are necessary to cause the applicable Trust Estate to be shown as the owner  
of the related Mortgage Loan on the records of MERS for purposes of the system  
of recording transfers of beneficial ownership of mortgages maintained by       
MERS.                                                                           

The Trustee or custodian will hold such documents in trust for the benefit  
of Certificateholders of the related Series and will review such documents      
within 90 days of the date of the applicable Pooling and Servicing Agreement.   
If any document is not delivered or is found to be defective in any material    
respect, or if the Depositor or other representing party is in breach of any    
of its representations and warranties, and such breach materially and           
adversely affects the interests of the Certificateholders in a Mortgage Loan,   
and the Depositor or other entity specified in the related Prospectus           
Supplement cannot deliver such document or cure such defect or breach within    
90 days after written notice thereof, the Depositor or other entity specified   
in the related Prospectus Supplement will, within 90 days of such notice,       
either repurchase the related Mortgage Loan from the Trustee at a price equal   
to the then unpaid principal balance thereof, plus accrued and unpaid interest  
at the applicable Mortgage Interest Rate (minus any Fixed Retained Yield)       
through the last day of the month in which such repurchase takes place, or (in  
the case of a Series for which one or more REMIC elections have been or will    
be made, unless the maximum period as may be provided by the Code or            
applicable regulations of the Department of the Treasury ("Treasury             
Regulations") shall have elapsed since the execution of the applicable Pooling  
and Servicing Agreement) substitute for such Mortgage Loan a new mortgage loan  
having characteristics such that the representations and warranties of the      
Depositor or other representing party made pursuant to the applicable Pooling   
and Servicing Agreement (except for representations and warranties as to the    
correctness of the applicable schedule of mortgage loans) would not have been   
incorrect had such substitute Mortgage Loan originally been a Mortgage Loan.    
In the case of a repurchased Mortgage Loan, the purchase price will be          
deposited by the Seller in the related Certificate Account. In the case of a    
substitute Mortgage Loan, the mortgage file relating thereto will be delivered  
to the Trustee or the custodian and the Depositor or other entity specified in  
the related Prospectus Supplement will deposit in the Certificate Account, an   
amount equal to the excess of (i) the unpaid principal balance of the Mortgage  
Loan for which it is being substituted (the "Removed Mortgage Loan"), over      
(ii) the unpaid principal balance of the substitute Mortgage Loan, together     
with interest on such excess at the Mortgage Interest Rate (minus any Fixed     
Retained Yield) to the next scheduled Due Date of the Removed Mortgage Loan.    
In no event will any substitute Mortgage Loan have (i) an unpaid principal      
balance greater than the scheduled principal balance calculated in accordance   
with the amortization schedule (the "Scheduled Principal Balance") of the       
Mortgage Loan for which it is substituted (after giving effect to the           
scheduled principal payment due in the month of substitution on the Removed     
Mortgage Loan), or (ii) a term greater than, a Mortgage Interest Rate less      
than, a Mortgage Interest Rate more than two percent per annum greater than or  
a loan-to-value ratio greater than, the Removed Mortgage Loan. If substitution  
is to be made for an adjustable-rate Mortgage Loan, the substitute Mortgage     
Loan will have (i) an unpaid principal balance no greater than the Scheduled    
Principal Balance of the Removed Mortgage Loan (after giving effect to the      
scheduled principal payment due in the month of substitution on the Removed     
Mortgage Loan), (ii) a loan-to-value ratio less than or equal to, and a         
Mortgage Interest Rate at least equal to, that of the Removed Mortgage Loan,    
and (iii) will bear interest based on the same index, margin and frequency of   
adjustment as the Removed Mortgage Loan. The repurchase obligation and the      
mortgage substitution referred to above will constitute the sole remedies       
available to the Certificateholders or the Trustee with respect to missing or   
defective documents or breach of the Depositor's or other representing          
entity's representations and warranties.                                        

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If no custodian is named in the related Pooling and Servicing Agreement, the
Trustee will be authorized to appoint a custodian to maintain possession of     
the documents relating to the Mortgage Loans and to conduct the review of such  
documents described above. Any custodian so appointed will keep and review      
such documents as the Trustee's agent under a custodial agreement.              

Optional Purchases                                                              

Subject to the provisions of the applicable Pooling and Servicing Agreement,
the Depositor or the Master Servicer may, at such party's option, repurchase    
(i) any Mortgage Loan which is in default or as to which default is reasonably  
foreseeable if, in the Depositor's or the Master Servicer's judgment, the       
related default is not likely to be cured by the borrower or default is not     
likely to be averted, up to the limit, if any, specified in such Pooling and    
Servicing Agreement and (ii) any Mortgage Loan as to which the originator of    
such Mortgage Loan breached a representation or warranty to a Seller regarding  
the characteristics of such Mortgage Loan, at a price equal to the unpaid       
principal balance thereof plus accrued interest thereon and under the           
conditions set forth in the applicable Prospectus Supplement.                   

Reports to Certificateholders                                                   

Unless otherwise specified or modified in the related Pooling and Servicing 
Agreement for each Series, the Trustee will prepare and include with each       
distribution to Certificateholders of record of such Series a statement         
setting forth the following information, if applicable:                         

 (i) the amount of such distribution allocable to principal of the related
Mortgage Loans, separately identifying the aggregate amount of any          
principal prepayments included therein, the amount of such distribution     
allocable to interest on the related Mortgage Loans and the aggregate       
unpaid principal balance of the Mortgage Loans evidenced by each Class      
after giving effect to the principal distributions on such Distribution     
Date;                                                                       

(ii) the amount of servicing compensation with respect to the related   
Trust Estate and such other customary information as is required to enable  
Certificateholders to prepare their tax returns;                            

(iii) the amount by which the Servicing Fee or Master Servicing Fee, as 
applicable, for the related Distribution Date has been reduced by interest  
shortfalls due to prepayments;                                              

(iv) the aggregate amount of any Periodic Advances by the Servicer, the 
Master Servicer or the Trustee included in the amounts actually distributed 
to the Certificateholders;                                                  

(v) to each holder of a Certificate entitled to the benefits of payments
under any form of credit enhancement:                                       

(a) the amounts so distributed under any such form of credit        
enhancement on the applicable Distribution Date; and                    

(b) the amount of coverage remaining under any such form of credit  
enhancement, after giving effect to any payments thereunder and other   
amounts charged thereto on the Distribution Date;                       

(vi) in the case of a Class of Certificates with a variable Pass-Through
Rate, such Pass-Through Rate;                                               

(vii) the book value of any collateral acquired by the Trust Estate     
through foreclosure or otherwise;                                           

(viii) the unpaid principal balance of any Mortgage Loan as to which the
Servicer has notified the Master Servicer and/or the Trustee that such      
Servicer has determined not to foreclose because it believes the related    
Mortgaged Property may be contaminated with or affected by hazardous wastes 
or hazardous substances; and                                                

(ix) the number and aggregate principal amount of Mortgage Loans one    
month, two months and three or more months delinquent.                      

In addition, within a reasonable period of time after the end of each       
calendar year, the Trustee will furnish a report to each Certificateholder of   
record at any time during such calendar year such information as required       

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by the Code and applicable regulations thereunder to enable Certificateholders  
to prepare their tax returns. In the event that an election has been made to    
treat the Trust Estate (or one or more segregated pools of assets therein) as   
a REMIC, the Trustee will be required to prepare and sign the federal and       
applicable state and local income tax returns of the REMIC. See "Federal        
Income Tax Consequences--Federal Income Tax Consequences for REMIC              
Certificates--Administrative Matters."                                          

List of Certificateholders                                                      

The Pooling and Servicing Agreement for each Series will require the Trustee
to provide access to the most current list of names and addresses of            
Certificateholders of such Series to any group of five or more                  
Certificateholders who advise the Trustee in writing that they desire to        
communicate with other Certificateholders with respect to their rights under    
the Pooling and Servicing Agreement or under the Certificates.                  

Events of Default                                                               

Events of Default under the Pooling and Servicing Agreement for each Series 
include (i) any failure by the Master Servicer or, if a Servicer has executed   
the Pooling and Servicing Agreement, such Servicer, to make a required deposit  
which continues unremedied for five days; (ii) any failure by the Master        
Servicer or a Servicer that has executed the Pooling and Servicing Agreement    
duly to observe or perform in any material respect any other of its covenants   
or agreements in the Pooling and Servicing Agreement which continues            
unremedied for 30 days after the giving of written notice of such failure to    
the Master Servicer or such Servicer by the Trustee, or to the Master Servicer  
or such Servicer and the Trustee by the holders of Certificates of such Series  
having voting rights allocated to such Certificates ("Voting Interests")        
aggregating not less than 25% of the Voting Interests allocated to all          
Certificates for such Series; and (iii) certain events of insolvency,           
readjustment of debt, marshaling of assets and liabilities or similar           
proceedings and certain action by the Master Servicer or a Servicer that has    
executed the Pooling and Servicing Agreement indicating its insolvency,         
reorganization or inability to pay its obligations.                             

Rights Upon Event of Default                                                    

So long as an Event of Default remains unremedied under the Pooling and     
Servicing Agreement for a Series, the Trustee for such Series or holders of     
Certificates of such Series evidencing not less than 51% of the Voting          
Interests in the Trust Estate for such Series may terminate all of the rights   
and obligations of the Master Servicer or a Servicer executing the Pooling and  
Servicing Agreement, under the Pooling and Servicing Agreement and in and to    
the Mortgage Loans (other than the Master Servicer's or such Servicer's right   
to recovery of the aggregate Servicing Fees or Master Servicing Fees, as        
applicable, due prior to the date of termination, and other expenses and        
amounts advanced pursuant to the terms of the Pooling and Servicing Agreement,  
which rights the Master Servicer or such Servicer will retain under all         
circumstances), whereupon the Trustee will succeed to all the                   
responsibilities, duties and liabilities of the Master Servicer or such         
Servicer under the Pooling and Servicing Agreement and will be entitled to      
monthly compensation not to exceed the aggregate fees together with the other   
compensation to which the Master Servicer or such Servicer is entitled under    
the Pooling and Servicing Agreement. In the event that the Trustee is           
unwilling or unable so to act, it may select, pursuant to the public bid        
procedure described in the applicable Pooling and Servicing Agreement, or       
petition a court of competent jurisdiction to appoint, a housing and home       
finance institution, bank or mortgage servicing institution with a net worth    
of at least $10,000,000 to act as successor to the Master Servicer or such      
Servicer, under the provisions of the Pooling and Servicing Agreement;          
provided however, that until such a successor Master Servicer or Servicer is    
appointed and has assumed the responsibilities, duties and liabilities of the   
Master Servicer or such Servicer under the Pooling and Servicing Agreement,     
the Trustee shall continue as the successor to the Master Servicer or such      
Servicer as described above. In the event such public bid procedure is          
utilized, the successor would be entitled to compensation in an amount equal    
to the aggregate fees, together with the other compensation to which the        
Master Servicer or such Servicer, is entitled under the Pooling and Servicing   
Agreement, and the Master Servicer or such Servicer would be entitled to        
receive the net profits, if any, realized from the sale of its rights and       
obligations under the Pooling and Servicing Agreement.                          

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During the continuance of any Event of Default under the Pooling and        
Servicing Agreement for a Series, the Trustee for such Series will have the     
right to take action to enforce its rights and remedies and to protect and      
enforce the rights and remedies of the Certificateholders of such Series, and   
holders of Certificates evidencing not less than 25% of the Voting Interests    
for such Series may direct the time, method and place of conducting any         
proceeding for any remedy available to the Trustee or exercising any trust or   
power conferred upon the Trustee. However, the Trustee will not be under any    
obligation to pursue any such remedy or to exercise any of such trusts or       
powers unless such Certificateholders have offered the Trustee reasonable       
security or indemnity against the cost, expenses and liabilities which may be   
incurred by the Trustee thereby. Also, the Trustee may decline to follow any    
such direction if the Trustee determines that the action or proceeding so       
directed may not lawfully be taken or would involve it in personal liability    
or be unjustly prejudicial to the non-assenting Certificateholders.             

No Certificateholder of a Series, solely by virtue of such holder's status  
as a Certificateholder, will have any right under the Pooling and Servicing     
Agreement for such Series to institute any proceeding with respect to the       
Pooling and Servicing Agreement, unless (i) such holder previously has given    
to the Trustee for such Series written notice of default and (ii) the holders   
of Certificates evidencing not less than 25% of the Voting Interests for such   
Series 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 60 days has neglected or refused to    
institute any such proceeding.                                                  

Amendment                                                                       

Each Pooling and Servicing Agreement may be amended by the Depositor, the   
Servicer(s) (or the Master Servicer, if applicable) and the Trustee without     
the consent of the Certificateholders, (i) to cure any ambiguity or mistake,    
(ii) to correct or supplement any provision therein that may be inconsistent    
with any other provision therein, (iii) if a REMIC election has been made, to   
modify, eliminate or add to any of its provisions to such extent as shall be    
necessary to maintain the qualification of the Trust Estate (or one or more     
segregated pools of assets therein) as a REMIC at all times that any            
Certificates are outstanding or to avoid or minimize the risk of the            
imposition of any tax on the Trust Estate pursuant to the Code that would be a  
claim against the Trust Estate, provided that the Trustee has received an       
opinion of counsel to the effect that such action is necessary or desirable to  
maintain such qualification or to avoid or minimize the risk of the imposition  
of any such tax and such action will not, as evidenced by such opinion of       
counsel, adversely affect in any material respect the interests of any          
Certificateholder, (iv) to change the timing and/or nature of deposits into     
the Certificate Account, provided that such change will not, as evidenced by    
an opinion of counsel, adversely affect in any material respect the interests   
of any Certificateholder and that such change will not adversely affect the     
then current rating assigned to any Certificates, as evidenced by a letter      
from each Rating Agency to such effect, (v) if a REMIC election has been made,  
to add to, modify or eliminate any provisions therein restricting transfers of  
Residual Certificates to certain disqualified organizations described below     
under "Federal Income Tax Consequences--Federal Income Tax Consequences for     
REMIC Certificates--Taxation of Residual Certificates--Tax-Related              
Restrictions on Transfer of Residual Certificates," (vi) to make certain        
provisions with respect to the denominations of, and the manner of payments     
on, certain Classes of Certificates initially retained by the Depositor or an   
affiliate, or (vii) to make any other provisions with respect to matters or     
questions arising under such Pooling and Servicing Agreement that are not       
inconsistent with the provisions thereof, provided that such action will not,   
as evidenced by an opinion of counsel, adversely affect in any material         
respect the interests of the Certificateholders of the related Series. The      
Pooling and Servicing Agreement may also be amended by the Depositor, the       
Servicer(s) (or the Master Servicer, if applicable) and the Trustee with the    
consent of the holders of Certificates evidencing interests aggregating not     
less than 66 2/3% of the Voting Interests evidenced by the Certificates of      
each Class affected thereby, for the purpose of adding any provisions to or     
changing in any manner or eliminating any of the provisions of such Pooling     
and Servicing Agreement or of modifying in any manner the rights of the         
Certificateholders; provided, however, that no such amendment may (i) reduce    
in any manner the amount of, or delay the timing of, any payments received on   
or with respect to Mortgage Loans that are required to be distributed on any    
Certificate, without the consent of the holder of such Certificate, (ii)        
adversely                                                                       

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affect in any material respect the interests of the holders of a Class of       
Certificates of a Series in a manner other than that set forth in (i) above     
without the consent of the holders of Certificates aggregating not less than    
66 2/3% of the Voting Interests evidenced by such Class, or (iii) reduce the    
aforesaid percentage of Certificates of any Class, the holders of which are     
required to consent to such amendment, without the consent of the holders of    
all Certificates of such affected Class then outstanding. Notwithstanding the   
foregoing, the Trustee will not consent to any such amendment if such           
amendment would subject the Trust Estate (or any segregated pool of assets      
therein) to tax or, if a REMIC election has been made, cause the Trust Estate   
(or any segregated pool of assets therein) to fail to qualify as a REMIC.       

Termination; Optional Purchase of Mortgage Loans                                

The obligations created by the Pooling and Servicing Agreement for a Series 
of Certificates will terminate on the Distribution Date following the final     
payment or other liquidation of the last Mortgage Loan subject thereto and the  
disposition of all property acquired upon foreclosure of any such Mortgage      
Loan. In no event, however, will the trust created by the Pooling and           
Servicing Agreement continue beyond the expiration of 21 years from the death   
of the last survivor of certain persons named in such Pooling and Servicing     
Agreement. For each Series of Certificates, the Trustee will give written       
notice of termination of the Pooling and Servicing Agreement to each            
Certificateholder, and the final distribution will be made only upon surrender  
and cancellation of the Certificates at an office or agency appointed by the    
Depositor and specified in the notice of termination.                           

If so provided in the applicable Prospectus Supplement, the Pooling and     
Servicing Agreement for each Series of Certificates will permit, but not        
require, the Depositor or such other party as is specified in the applicable    
Prospectus Supplement, to purchase from the Trust Estate for such Series all    
remaining Mortgage Loans at the time and price specified in such Prospectus     
Supplement. In the event that such party has caused the related Trust Estate    
(or any segregated pool of assets therein) to be treated as a REMIC, any such   
purchase will be effected only pursuant to either (a) a "clean up call" as      
defined in Treasury Regulations Section 1.860G-2(j) or (b) a "qualified         
liquidation" as defined in Code Section 860F(a)(4)(A). Any qualified            
liquidation will effect early retirement of the Certificates of that Series,    
but the right so to purchase may be exercised only after the aggregate          
principal balance of the Mortgage Loans for such Series at the time of          
purchase is less than a specified percentage, not exceeding 10%, of the         
aggregate principal balance at the Cut-Off Date for the Series, or after the    
date set forth in the applicable Prospectus Supplement. A clean up call will    
result in the early retirement of one or more Classes of Certificates as        
specified in the related Prospectus Supplement. Such a clean up call may be     
effected only when the outstanding principal balance of each Class to be        
redeemed is 10% or less of the original principal balance of such Class.        

The Trustee                                                                     

The Trustee under each Pooling and Servicing Agreement (the "Trustee") will 
be named in the applicable Prospectus Supplement. The commercial bank or trust  
company serving as Trustee may have normal banking relationships with the       
Depositor or any of its affiliates.                                             

The Trustee generally will be responsible under each Pooling and Servicing  
Agreement for providing general administrative services for the Trust Estate    
for any such Series, including, among other things, (i) monitoring the amounts  
on deposit in various trust accounts; (ii) calculation of the amounts payable   
to Certificateholders on each Distribution Date; (iii) preparation of federal   
and applicable state and local tax and information returns; (iv) preparation    
of reports, if any, required under the Securities and Exchange Act of 1934, as  
amended; (v) maintaining any mortgage pool insurance policy, mortgagor          
bankruptcy bond, special hazard insurance policy or other form of credit        
enhancement that may be required with respect to any Series; and (vi) making    
Periodic Advances on the Mortgage Loans to the limited extent described under   
"Servicing of the Mortgage Loans--Periodic Advances and Limitations Thereon,"   
if such amounts are not advanced by a Servicer or the Master Servicer.          

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The Trustee may resign at any time, in which event the Master Servicer or,  
if there is no Master Servicer, the Servicer(s) will be obligated to appoint a  
successor trustee. The Master Servicer or, if there is no Master Servicer, the  
Servicer(s) may also remove the Trustee if the Trustee ceases to be eligible    
to act as Trustee under the Pooling and Servicing Agreement, if the Trustee     
becomes insolvent or in order to change the situs of the Trust Estate for       
state tax reasons. Upon becoming aware of such circumstances, the Master        
Servicer or, if there is no Master Servicer, the Servicer(s) will become        
obligated to appoint a successor trustee. The Trustee may also be removed at    
any time by the holders of Certificates evidencing not less than 50% of the     
Voting Interests in the Trust Estate, except that any Certificate registered    
in the name of the Depositor or any affiliate thereof will not be taken into    
account in determining whether the requisite Voting Interest in the Trust       
Estate necessary to effect any such removal has been obtained. Any resignation  
and removal of the Trustee, and the appointment of a successor trustee, will    
not become effective until acceptance of such appointment by the successor      
trustee. The Trustee, and any successor trustee, must have a combined capital   
and surplus of at least $50,000,000, or be a member of a bank holding system,   
the aggregate combined capital and surplus of which is at least $50,000,000,    
provided that the Trustee's and any such successor trustee's separate capital   
and surplus shall at all times be at least the amount specified in Section      
310(a)(2) of the Trust Indenture Act of 1939, as amended, and will be subject   
to supervision or examination by federal or state authorities.                  

CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS 

The following discussion contains summaries of certain legal aspects of     
mortgage loans which are general in nature. Because such legal aspects are      
governed by applicable state law (which laws may differ substantially), the     
summaries do not purport to be complete, to reflect the laws of any particular  
state or to encompass the laws of all states in which the security for the      
Mortgage Loans is situated. The summaries are qualified in their entirety by    
reference to the applicable federal and state laws governing the Mortgage       
Loans.                                                                          

General                                                                         

The Mortgage Loans will be secured by either first mortgages, first deeds of
trust or similar security devices creating a first lien, depending upon the     
prevailing practice in the state in which the underlying property is located.   
A mortgage creates a lien upon the real property described in the mortgage.     
There are two parties to a mortgage: the mortgagor, who is the borrower (or,    
in the case of a Mortgage Loan secured by a property that has been conveyed to  
an inter vivos revocable trust, the settlor of such trust); and the mortgagee,  
who is the lender. In a mortgage instrument state, the mortgagor delivers to    
the mortgagee a note or bond evidencing the loan and the mortgage. Although a   
deed of trust is similar to a mortgage, a deed of trust has three parties: a    
borrower called the trustor (similar to a mortgagor), a lender called the       
beneficiary (similar to a mortgagee), and a third-party grantee called the      
trustee. Under a deed of trust, the borrower grants the property, irrevocably   
until the debt is paid, in trust, generally with a power of sale, to the        
trustee to secure payment of the loan. The trustee's authority under a deed of  
trust and the mortgagee's authority under a mortgage are governed by the        
express provisions of the deed of trust or mortgage, applicable law, and, in    
some cases, with respect to the deed of trust, the directions of the            
beneficiary.                                                                    

Foreclosure                                                                     

Foreclosure of a mortgage is generally accomplished by judicial action.     
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 occasionally may result from difficulties in      
locating necessary parties defendant. When the mortgagee's right of             
foreclosure is contested, the legal proceedings necessary to resolve the issue  
can be time-consuming. After the completion of a judicial foreclosure           
proceeding, the court may issue a judgment of foreclosure and appoint a         
receiver or other officer to conduct the sale of the property. In some states,  
mortgages may also be foreclosed by advertisement, pursuant to a power of sale  
provided in the mortgage. Foreclosure of a mortgage by advertisement is         
essentially similar to foreclosure of a deed of trust by non-judicial power of  
sale.                                                                           

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Foreclosure of a deed of trust is generally accomplished by a non-judicial  
trustee's sale under a specific provision in the deed of trust that authorizes  
the trustee to sell the property to a third party upon any default by the       
borrower under the terms of the note or deed of trust. In certain states, such  
foreclosure also may be accomplished by judicial action in the manner provided  
for foreclosure of mortgages. In some states, the trustee must record a notice  
of default and send a copy to the borrower-trustor and to any person who has    
recorded a request for a copy of a notice of default and notice of sale. In     
addition, the trustee must provide notice in some states to any other           
individual having an interest of record in the real property, including any     
junior lienholders. If the deed of trust is not reinstated within any           
applicable cure period, a notice of sale must be posted in a public place and,  
in most states, published for a specified period of time in one or more         
newspapers. In addition, some state laws require that a copy of the notice of   
sale be posted on the property and sent to all parties having an interest of    
record in the property.                                                         

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

In case of foreclosure under either a mortgage or a deed of trust, the sale 
by the receiver or other designated officer, or by the trustee, is a public     
sale. However, because of the difficulty a potential buyer at the sale would    
have in determining the exact status of title and because the physical          
condition of the property may have deteriorated during the foreclosure          
proceedings, it is uncommon for a third party to purchase the property at the   
foreclosure sale. Rather, it is common for the lender to purchase the property  
from the trustee or receiver for an amount equal to the unpaid principal        
amount of the note, accrued and unpaid interest and the expenses of             
foreclosure. Thereafter, subject to the right of the borrower in some states    
to remain in possession during the redemption period, the lender will assume    
the burdens of ownership, including obtaining hazard insurance and making such  
repairs at its own expense as are necessary to render the property suitable     
for sale. The lender commonly will obtain the services of a real estate broker  
and pay the broker a 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. Any loss may    
be reduced by the receipt of mortgage insurance proceeds, if any, or by         
judicial action against the borrower for the deficiency, if such action is      
permitted by law. See "--Anti-Deficiency Legislation, the Bankruptcy Code and   
Other Limitations on Lenders" below.                                            

Foreclosure on Shares of Cooperatives                                           

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 in the proprietary lease or occupancy agreement, and may be canceled 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 on its obligations under the       
proprietary lease or occupancy agreement. A default by the tenant-stockholder   
under the proprietary lease or occupancy agreement will usually constitute a    
default under the security agreement between the lender and the tenant-         
stockholder.                                                                    

The recognition agreement generally provides that, 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 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 a 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              

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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 by the agreement in any rights it may have to dispossess the     
tenant-stockholders.                                                            

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

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

Rights of Redemption                                                            

In some states, after sale pursuant to a deed of trust and/or foreclosure of
a mortgage, the borrower and certain foreclosed junior lienors are given a      
statutory period in which to redeem the property from the foreclosure sale. In  
most states where the right of redemption is available, statutory redemption    
may occur upon payment of the foreclosure purchase price, accrued interest and  
taxes. In some states, the right to redeem is an equitable right. The effect    
of a right of redemption is to delay the ability of the lender to sell the      
foreclosed property. The exercise of a right of redemption would defeat the     
title of any purchaser at a foreclosure sale, or of any purchaser from the      
lender subsequent to judicial foreclosure or sale under a deed of trust.        
Consequently, 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 run.                                                      

Anti-Deficiency Legislation, the Bankruptcy Code and Other Limitations on       
Lenders                                                                         

Certain states have imposed statutory prohibitions which limit the remedies 
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In      
some states, statutes limit the right of the beneficiary or mortgagee to        
obtain a deficiency judgment against the borrower following foreclosure or      
sale under a deed of trust. A deficiency judgment would be a personal judgment  
against the former borrower equal in most cases to the difference between the   
net amount realized upon the public sale of the real property and the amount    
due to the lender. Other statutes require the beneficiary or mortgagee to       
exhaust the security afforded under a deed of trust or mortgage by foreclosure  
in an attempt to satisfy the full debt before bringing a personal action        
against the borrower. Finally, other statutory provisions limit any deficiency  
judgment against the former borrower following a judicial sale to the excess    
of the outstanding debt over the fair market value of the property at the time  
of public sale. The purpose of these statutes is generally to prevent a         
beneficiary or a mortgagee from obtaining a large deficiency judgment against   
the former borrower as a result of low or no bids at the judicial sale.         

Generally, Article 9 of the UCC governs foreclosure on cooperative shares   
and the related proprietary lease or occupancy agreement and foreclosure on     
the beneficial interest in a land trust. Some courts have interpreted           

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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 Mortgage   
Loan secured by shares of a cooperative, would be such shares and the related   
proprietary lease or occupancy agreement) was conducted in a commercially       
reasonable manner.                                                              

A Servicer generally will not be required under the Pooling and Servicing   
Agreement or applicable Underlying Servicing Agreement to pursue deficiency     
judgments on the Mortgage Loans even if permitted by law.                       

In addition to anti-deficiency and related legislation, numerous other      
federal and state statutory provisions, including the United States Bankruptcy  
Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code"), and state laws    
affording relief to debtors may interfere with or affect the ability of a       
secured mortgage lender to obtain payment of a mortgage loan, to realize upon   
collateral and/or enforce a deficiency judgment. For example, under the         
Bankruptcy Code, virtually all actions (including foreclosure actions and       
deficiency judgment proceedings) are automatically stayed upon the filing of a  
bankruptcy petition, and, usually, no interest or principal payments are made   
during the course of the bankruptcy case. Foreclosure of an interest in real    
property of a debtor in a case under the Bankruptcy Code can typically occur    
only if the bankruptcy court vacates the stay, an action, the court may be      
reluctant to take, particularly if the debtor has the prospect of               
restructuring his or her debts and the mortgage collateral is not               
deteriorating in value. The delay and the consequences thereof caused by such   
automatic stay can be significant. Also, under the Bankruptcy Code, the filing  
of a petition in bankruptcy by or on behalf of a junior lienor (a subordinate   
lender secured by a mortgage on the property) may stay a senior lender from     
taking action to foreclose.                                                     

A homeowner may file for relief under the Bankruptcy Code under any of three
different chapters of the Bankruptcy Code. Under Chapter 7, the assets of the   
debtor are liquidated and a lender secured by a lien may "bid in" (i.e., bid    
up to the amount of the debt) at the sale of the asset. See "--Foreclosure." A  
homeowner may also file for relief under Chapter 11 of the Bankruptcy Code and  
reorganize his or her debts through his or her reorganization plan.             
Alternatively, a homeowner may file for relief under Chapter 13 of the          
Bankruptcy Code and address his or her debts in a rehabilitation plan.          
(Chapter 13 is often referred to as the "wage earner chapter" or "consumer      
chapter" because most individuals seeking to restructure their debts file for   
relief under Chapter 13 rather than Chapter 11).                                

The Bankruptcy Code permits a mortgage loan that is secured by property that
does not consist solely of the debtor's principal residence to be modified      
without the consent of the lender provided certain substantive and procedural   
safeguards are met. Under the Bankruptcy Code, the lender's security interest   
may be reduced to the then-current value of the property as determined by the   
court if the value is less than the amount due on the loan, thereby leaving     
the lender as a general unsecured creditor for the difference between the       
value of the collateral and the outstanding balance of the mortgage loan. A     
borrower's unsecured indebtedness will typically be discharged in full upon     
payment of a substantially reduced amount. Other modifications to a mortgage    
loan may include a reduction in the amount of each scheduled payment, which     
reduction may result from a reduction in the rate of interest, an alteration    
of the repayment schedule, an extension of the final maturity date, and/or a    
reduction in the outstanding balance of the secured portion of the loan. In     
certain circumstances, subject to the court's approval, a debtor in a case      
under Chapter 11 of the Bankruptcy Code may have the power to grant liens       
senior to the lien of a mortgage.                                               

A reorganization plan under Chapter 11 and a rehabilitation plan under      
Chapter 13 of the Bankruptcy Code may each allow a debtor to cure a default     
with respect to a mortgage loan on such debtor's residence by paying            
arrearages over a period of time and to deaccelerate and reinstate the          
original mortgage loan payment schedule, even though the lender accelerated     
the loan and a final judgment of foreclosure had been entered in state court    
(provided no sale of the property had yet occurred) prior to the filing of the  
debtor's petition under the Bankruptcy Code. Under a Chapter 13 plan, curing    
of defaults must be accomplished within the five year maximum term permitted    
for repayment plans, such term commencing when repayment plan becomes           
effective, while defaults may be cured over a longer period of time under a     
Chapter 11 plan of reorganization.                                              

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Generally, a repayment plan in a case under Chapter 13 and a plan of        
reorganization under Chapter 11 may not modify the claim of a mortgage lender   
if the borrower elects to retain the property, the property is the borrower's   
principal residence and the property is the lender's only collateral. Certain   
courts have allowed modifications when the mortgage loan is secured both by     
the debtor's principal residence and by collateral that is not "inextricably    
bound" to the real property, such as appliances, machinery, or furniture.       

The general protection for mortgages secured only by the debtor's principal 
residence is not applicable in a case under Chapter 13 if the last payment on   
the original payment schedule is due before the final date for payment under    
the debtor's Chapter 13 plan (which date could be up to five years after the    
debtor emerges from bankruptcy). Under several recently decided cases, the      
terms of such a loan can be modified in the manner described above. While       
these decisions are contrary to the holding in a prior case by a senior         
appellate court, it is possible that the later decisions will become the        
accepted interpretation in view of the language of the applicable statutory     
provision. If this interpretation is adopted by a court considering the         
treatment in a Chapter 13 repayment plan of a Mortgage Loan, it is possible     
that the Mortgage Loan could be modified.                                       

State statutes and general principles of equity may also provide a mortgagor
with means to halt a foreclosure proceeding or sale and to force a              
restructuring of a mortgage loan on terms a lender would not otherwise accept.  

In a bankruptcy or similar proceeding of a mortgagor, action may be taken   
seeking the recovery, as a preferential transfer or on other grounds, of any    
payments made by the mortgagor under the related mortgage loan prior to the     
bankruptcy or similar proceeding. Payments on long-term debt may be protected   
from recovery as preferences if they are payments in the ordinary course of     
business made on debts incurred in the ordinary course of business or if the    
value of the collateral exceeds the debt at the time of payment. Whether any    
particular payment would be protected depends upon the facts specific to a      
particular transaction.                                                         

A trustee in bankruptcy, in some cases, may be entitled to collect its costs
and expenses in preserving or selling the mortgaged property ahead of a         
payment to the lender. Moreover, the laws of certain states also give priority  
to certain tax and mechanics liens over the lien of a mortgage. Under the       
Bankruptcy Code, if the court finds that actions of the mortgagee have been     
unreasonable and inequitable, the lien of the related mortgage may be           
subordinated to the claims of unsecured creditors.                              

Bankruptcy reform legislation that was passed by the Senate on September 23,
1998 would have amended the Bankruptcy Code (such amendment, the "TILA          
Amendment") to authorize bankruptcy court judges to disallow claims based on    
secured debt if the creditor failed to comply with certain provisions of the    
federal Truth in Lending Act. As proposed, such provision would apply           
retroactively to secured debt incurred by a debtor prior to the date of         
effectiveness of such legislation, including the Mortgage Loans. The House      
bill and the conference report did not have a similar provision, and Congress   
adjourned from its last session without acting on the proposed legislation.     
However, such legislation may be reintroduced in the current session. If the    
TILA Amendment were to become law, a violation of the Truth in Lending Act      
with respect to a Mortgage Loan could result in a total loss with respect to    
such loan in a bankruptcy proceeding. Any such violation would be a breach of   
representation and warranty of the depositor, and the depositor would be        
obligated to repurchase such Mortgage Loan as described herein.                 

Various proposals to amend the Bankruptcy Code in ways that could adversely 
affect the value of the Mortgage Loans in a trust have been considered by       
Congress, and more such proposed legislation may be considered in the future.   
No assurance can be given that any particular proposal will or will not be      
enacted into law, or that any provision so enacted will not differ materially   
from the proposals described above.                                             

The Code provides priority to certain tax liens over the lien of the        
mortgage. 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 Trust-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 applicable laws. In some cases, this       
liability may affect assignees of the Mortgage Loans.                           

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Soldiers' and Sailors' Civil Relief Act and Similar Laws                        

Generally, under the terms of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended (the "Relief Act"), a borrower who enters military service     
after the origination of such borrower's Mortgage Loan (including a borrower    
who is a member of the National Guard or is in reserve status at the time of    
the origination of the Mortgage Loan and is later called to active duty) may    
not be charged interest above an annual rate of 6% during the period of such    
borrower's active duty status, unless a court orders otherwise upon             
application of the lender. It is possible that such action could have an        
effect, for an indeterminate period of time, on the ability of the Servicer to  
collect full amounts of interest on certain of the Mortgage Loans in a Trust    
Estate. Any shortfall in interest collections resulting from the application    
of the Relief Act could result in losses to the holders of the Certificates of  
the related Series. Further, the Relief Act imposes limitations which would     
impair the ability of the Servicer to foreclose on an affected Mortgage Loan    
during the borrower's period of active duty status. Thus, in the event that     
such a Mortgage Loan goes into default, there may be delays and losses          
occasioned by the inability to realize upon the Mortgaged Property in a timely  
fashion. Certain states have enacted comparable legislation which may           
interfere with or affect the ability of the Servicer to timely collect          
payments of principal and interest on, or to foreclose on, Mortgage Loans of    
borrowers in such states who are active or reserve members of the armed         
services.                                                                       

Environmental Considerations                                                    

A lender may be subject to unforeseen environmental risks when taking a     
security interest in real or personal property. Property subject to such a      
security interest may be subject to federal, state, and local laws and          
regulations relating to environmental protection. Such laws may regulate,       
among other things: emissions of air pollutants; discharges of wastewater or    
storm water; generation, transport, storage or disposal of hazardous waste or   
hazardous substances; operation, closure and removal of underground storage     
tanks; removal and disposal of asbestos-containing materials; management of     
electrical or other equipment containing polychlorinated biphenyls ("PCBs").    
Failure to comply with such laws and regulations may result in significant      
penalties, including civil and criminal fines. Under the laws of certain        
states, environmental contamination on a property may give rise to a lien on    
the property to ensure the availability and/or reimbursement of cleanup costs.  
Generally all subsequent liens on such property are subordinated to such a      
lien and, in some states, even prior recorded liens are subordinated to such    
liens ("Superliens"). In the latter states, the security interest of the        
Trustee in a property that is subject to such a Superlien could be adversely    
affected. Environmental contamination on a property is likely to have a         
negative impact on the value of such property, which may lead to losses on the  
related Series of Certificates.                                                 

Under the federal Comprehensive Environmental Response Compensation and     
Liability Act, as amended ("CERCLA"), and under state law in certain states, a  
secured party which takes a deed in lieu of foreclosure, purchases a mortgaged  
property at a foreclosure sale, operates a mortgaged property or undertakes     
certain types of activities that may constitute management of the mortgaged     
property may become liable in certain circumstances for the costs of remedial   
action ("Cleanup Costs") if hazardous wastes or hazardous substances have been  
released or disposed of on the property. Such Cleanup Costs may be              
substantial. CERCLA imposes strict, as well as joint and several liability for  
environmental remediation and/or damage costs on several classes of             
"potentially responsible parties," including current "owners and/or operators"  
of property, irrespective of whether those owners or operators caused or        
contributed to contamination on the property. In addition, owners and           
operators of properties that generate hazardous substances that are disposed    
of at other "off-site" locations may held strictly, jointly and severally       
liable for environmental remediation and/or damages at those off-site           
locations. Many states also have laws that are similar to CERCLA. Liability     
under CERCLA or under similar state law could exceed the value of the property  
itself as well as the aggregate assets of the property owner.                   

The law is unclear as to whether and under what precise circumstances       
cleanup costs, or the obligation to take remedial actions, could be imposed on  
a secured lender such as the Trust Estate. Under the laws of some states and    
under CERCLA, a lender may be liable as an "owner or operator" for costs of     
addressing releases or threatened releases of hazardous substances on a         
mortgaged property if such lender or its agents or employees                    

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have "participated in the management" of the operations of the borrower, even   
though the environmental damage or threat was caused by a prior owner or        
current owner or operator or other third party. Excluded from CERCLA's          
definition of "owner or operator," is a person "who without participating in    
the management of . . . [the] facility, holds indicia of ownership primarily    
to protect his security interest" (the "secured-creditor exemption"). This      
exemption for holders of a security interest such as a secured lender applies   
only to the extent that a lender seeks to protect its security interest in the  
contaminated facility or property. Thus, if a lender's activities begin to      
encroach on the actual management of such facility or property, the lender      
faces potential liability as an "owner or operator" under CERCLA. Similarly,    
when a lender forecloses and takes title to a contaminated facility or          
property, the lender may incur potential CERCLA liability in various            
circumstances, including among others, when it holds the facility or property   
as an investment (including leasing the facility or property to a third         
party), fails to market the property in a timely fashion or fails to properly   
address environmental conditions at the property or facility.                   

The Resource Conservation and Recovery Act, as amended ("RCRA"), contains a 
similar secured-creditor exemption for those lenders who hold a security        
interest in a petroleum underground storage tank ("UST") or in real estate      
containing a UST, or that acquire title to a petroleum UST or facility or       
property on which such a UST is located. As under CERCLA, a lender may lose     
its secured-creditor exemption and be held liable under RCRA as a UST owner or  
operator if such lender or its employees or agents participate in the           
management of the UST. In addition, if the lender takes title to or possession  
of the UST or the real estate containing the UST, under certain circumstances   
the secured-creditor exemption may be deemed to be unavailable.                 

A decision in May 1990 of the United States Court of Appeals for the        
Eleventh Circuit in United States v. Fleet Factors Corp. very narrowly          
construed CERCLA's secured-creditor exemption. The court's opinion suggested    
that a lender need not have involved itself in the day-to-day operations of     
the facility or participated in decisions relating to hazardous waste to be     
liable under CERCLA; rather, liability could attach to a lender if its          
involvement with the management of the facility were broad enough to support    
the inference that the lender had the capacity to influence the borrower's      
treatment of hazardous waste. The court added that a lender's capacity to       
influence such decisions could be inferred from the extent of its involvement   
in the facility's financial management. A subsequent decision by the United     
States Court of Appeals for the Ninth Circuit in In re Bergsoe Metal Corp.,     
apparently disagreeing with, but not expressly contradicting, the Fleet         
Factors court, held that a secured lender had no liability absent "some actual  
management of the facility" on the part of the lender.                          

Court decisions have taken varying views of the scope of the secured-       
creditor exemption, leading to administrative and legislative efforts to        
provide guidance to lenders on the scope of activities that would trigger       
CERCLA and/or RCRA liability. Until recently, these efforts have failed to      
provide substantial guidance.                                                   

On September 30, 1996 the President signed into law (the Asset Conservation,
Lender Liability and Deposit Insurance Protection Act of 1996 (the "Asset       
Conservation Act"). The Asset Conservation Act was intended to clarify the      
scope of the secured creditor exemption under both CERCLA and RCRA. The Asset   
Conservation Act more clearly defined the kinds of "participation in            
management" that would trigger liability under CERCLA and specified certain     
activities that would not constitute "participation in management" or           
otherwise result in a forfeiture of the secured-creditor exemption prior to     
foreclosure or during a workout period. The Asset Conservation Act also         
clarified the extent of protection against liability under CERCLA in the event  
of foreclosure and authorized certain regulatory clarifications of the scope    
of the secured-creditor exemption for purposes of RCRA, similar to the          
statutory protections under CERCLA. However, since the courts have not yet had  
the opportunity to interpret the new statutory provisions, the scope of the     
additional protections offered by the Asset Conservation Act is not fully       
defined. It also is important to note that the Asset Conservation Act does not  
offer complete protection to lenders and that the risk of liability remains.    

If a secured lender does become liable, it may be entitled to bring an      
action for contribution against the owner or operator who created the           
environmental contamination or against some other liable party, but that        
person or entity may be bankrupt or otherwise judgment-proof. It is therefore   
possible that cleanup or other                                                  

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environmental liability costs could become a liability of the Trust Estate and  
occasion a loss to the Trust Estate and to Certificateholders in certain        
circumstances. The new secured creditor amendments to CERCLA, also, would not   
necessarily affect the potential for liability in actions by either a state or  
a private party under other federal or state laws which may impose liability    
on "owners or operators" but do not incorporate the secured-creditor            
exemption.                                                                      

Traditionally, residential mortgage lenders have not taken steps to evaluate
whether hazardous wastes or hazardous substances are present with respect to    
any mortgaged property prior to the origination of the mortgage loan or prior   
to foreclosure or accepting a deed-in-lieu of foreclosure. Accordingly, at the  
time the Mortgage Loans were originated no such evaluations were required, nor  
were any such evaluations required prior to foreclosure or accepting a deed-    
in-lieu of foreclosure. Neither the Depositor nor any other entity makes any    
representations or warranties or assumes any liability with respect to: the     
environmental condition of such Mortgaged Property; the absence, presence or    
effect of hazardous wastes or hazardous substances on any Mortgaged Property;   
any casualty resulting from the presence or effect of hazardous wastes or       
hazardous substances on, near or emanating from such Mortgaged Property; the    
impact on Certificateholders of any environmental condition or presence of any  
substance on or near such Mortgaged Property; or the compliance of any          
Mortgaged Property with any environmental laws, nor is any agent, person or     
entity otherwise affiliated with the Depositor authorized or able to make any   
such representation, warranty or assumption of liability relative to any such   
Mortgaged Property. See "The Mortgage Loan Programs--Representations and        
Warranties" and "Servicing of the Mortgage Loans--Enforcement of Due-on-Sale    
Clauses; Realization Upon Defaulted Mortgage Loans" above.                      

"Due-on-Sale" Clauses                                                           

The forms of note, mortgage and deed of trust relating to conventional      
Mortgage Loans may contain a "due-on-sale" clause permitting acceleration of    
the maturity of a loan if the borrower transfers its interest in the property.  
In recent years, court decisions and legislative actions placed substantial     
restrictions on the right of lenders to enforce such clauses in many states.    
However, effective October 15, 1982, Congress enacted the Garn-St Germain       
Depository Institutions Act of 1982 (the "Garn Act") which purports to preempt  
state laws which prohibit the enforcement of "due-on-sale" clauses by           
providing among other matters, that "due-on-sale" clauses in certain loans      
(which loans may include the Mortgage Loans) made after the effective date of   
the Garn Act are enforceable, within certain limitations as set forth in the    
Garn Act and the regulations promulgated thereunder. "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 Office of Thrift Supervision ("OTS"), as successor to the    
Federal Home Loan Bank Board ("FHLBB"), 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 Act created a limited exemption from its general rule of           
enforceability for "due-on-sale" clauses in certain mortgage loans ("Window     
Period Loans") which were originated by non-federal lenders and made or         
assumed in certain states ("Window Period States") during the period, prior to  
October 15, 1982, in which that state prohibited the enforcement of "due-on-    
sale" clauses by constitutional provision, statute or statewide court decision  
(the "Window Period"). Though neither the Garn Act nor the OTS regulations      
actually names the Window Period States, FHLMC has taken the position, in       
prescribing mortgage loan servicing standards with respect to mortgage loans    
which it has purchased, that the Window Period States were: Arizona, Arkansas,  
California, Colorado, Georgia, Iowa, Michigan, Minnesota, New Mexico, Utah and  
Washington. Under the Garn Act, unless a Window Period State took action by     
October 15, 1985, the end of the Window Period, to further regulate             
enforcement of "due-on-sale" clauses in Window Period Loans, "due-on-sale"      
clauses would become enforceable even in Window Period Loans. Five of the       
Window Period States (Arizona, Minnesota, Michigan, New Mexico and Utah) have   
taken actions which restrict the enforceability of "due-on-sale" clauses in     
Window Period Loans beyond October 15, 1985. The actions taken vary among such  
states.                                                                         

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By virtue of the Garn Act, a Servicer may generally be permitted to         
accelerate any conventional Mortgage Loan which contains a "due-on-sale"        
clause upon transfer of an interest in the property subject to the mortgage or  
deed of trust. With respect to any Mortgage Loan secured by a residence         
occupied or to be occupied by the borrower, this ability to accelerate will     
not apply to certain types of transfers, including (i) the granting of a        
leasehold interest which has a term of three years or less and which does not   
contain an option to purchase; (ii) a transfer to a relative resulting from     
the death of a borrower, or a transfer where the spouse or children become an   
owner of the property in each case where the transferee(s) will occupy the      
property; (iii) a transfer resulting from a decree of dissolution of marriage,  
legal separation agreement or from an incidental property settlement agreement  
by which the spouse becomes an owner of the property; (iv) the creation of a    
lien or other encumbrance subordinate to the lender's security instrument       
which does not relate to a transfer of rights of occupancy in the property      
(provided that such lien or encumbrance is not created pursuant to a contract   
for deed); (v) a transfer by devise, descent or operation of law on the death   
of a joint tenant or tenant by the entirety; (vi) a transfer into an inter      
vivos trust in which the borrower is the beneficiary and which does not relate  
to a transfer of rights of occupancy; and (vii) other transfers as set forth    
in the Garn Act and the regulations thereunder. Regulations promulgated under   
the Garn Act also prohibit the imposition of a prepayment penalty upon the      
acceleration of a loan pursuant to a due-on-sale clause. The extent of the      
effect of the Garn Act on the average lives and delinquency rates of the        
Mortgage Loans cannot be predicted. See "Prepayment and Yield Considerations."  

Applicability of Usury Laws                                                     

Title V of the Depository Institutions Deregulation and Monetary Control Act
of 1980, enacted in March 1980 ("Title V"), provides that state usury           
limitations shall not apply to certain types of residential first mortgage      
loans originated by certain lenders after March 31, 1980. The OTS as successor  
to the FHLBB 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 which expressly rejects application of the      
federal law. Fifteen states have adopted laws reimposing or reserving the       
right to reimpose interest rate limits. In addition, even where Title V is not  
so rejected, any state is authorized to adopt a provision limiting certain      
other loan charges.                                                             

The Depositor or other entity specified in the related Prospectus Supplement
will represent and warrant in the Pooling and Servicing Agreement to the        
Trustee for the benefit of Certificateholders that all Mortgage Loans are       
originated in full compliance with applicable state laws, including usury       
laws. See "The Pooling and Servicing Agreement--Assignment of Mortgage Loans    
to the Trustee."                                                                

Enforceability of Certain Provisions                                            

Standard forms of note, mortgage and deed of trust generally contain        
provisions obligating the borrower to pay a late charge if payments are not     
timely made and in some circumstances may provide for prepayment fees or        
penalties if the obligation is paid prior to maturity. In certain states,       
there are or may be specific limitations upon late charges which a lender may   
collect from a borrower for delinquent payments. Certain states also limit the  
amounts that a lender may collect from a borrower as an additional charge if    
the loan is prepaid. Under the Pooling and Servicing Agreement, late charges    
and prepayment fees (to the extent permitted by law and not waived by the       
Servicer) will be retained by the Servicer as additional servicing              
compensation.                                                                   

Courts have imposed general equitable principles upon foreclosure. These    
equitable principles are generally designed to relieve the borrower from the    
legal effect of defaults under the loan documents. Examples of judicial         
remedies that may be fashioned include judicial requirements that the lender    
undertake affirmative and expensive actions to determine the causes for the     
borrower's default and the likelihood that the borrower will be able to         
reinstate the loan. In some cases, courts have substituted their judgment for   
the lender's judgment and have required lenders to reinstate loans or recast    
payment schedules to accommodate borrowers who are suffering from temporary     
financial disability. In some cases, courts have limited the right of lenders   
to foreclose if the default under the mortgage instrument is not monetary,      
such as the borrower failing to adequately maintain the                         

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property or the borrower executing a second mortgage or deed of trust           
affecting the property. In other cases, some courts have been faced with the    
issue of whether federal or state constitutional provisions reflecting due      
process concerns for adequate notice require that borrowers under the deeds of  
trust receive notices in addition to the statutorily-prescribed minimum         
requirements. For the most part, these cases have upheld the notice provisions  
as being reasonable or have found that the sale by a trustee under a deed of    
trust or under a mortgage having a power of sale does not involve sufficient    
state action to afford constitutional protections to the borrower.              

FEDERAL INCOME TAX CONSEQUENCES 

The following discussion represents the opinion of Cadwalader, Wickersham & 
Taft or Kennedy Covington Lobdell & Hickman, L.L.P. as to the material federal  
income tax consequences of the purchase, ownership and disposition of           
Certificates. The discussion below does not purport to address all federal      
income tax consequences that may be applicable to particular categories of      
investors, some of which may be subject to special rules. The authorities on    
which this discussion is based are subject to change or differing               
interpretations, and any such change or interpretation could apply              
retroactively. This discussion reflects the applicable provisions of the Code,  
as well as regulations (the "REMIC Regulations") promulgated by the U.S.        
Department of the Treasury. Investors should consult their own tax advisors in  
determining the federal, state, local and any other tax consequences to them    
of the purchase, ownership and disposition of Certificates.                     

For purposes of this discussion, where the applicable Prospectus Supplement 
provides for a Fixed Retained Yield with respect to the Mortgage Loans of a     
Series of Certificates, references to the Mortgage Loans will be deemed to      
refer to that portion of the Mortgage Loans held by the Trust Estate that does  
not include the Fixed Retained Yield. References to a "holder" or               
"Certificateholder" in this discussion generally mean the Beneficial Owner of   
a Certificate.                                                                  

Federal Income Tax Consequences for REMIC Certificates  

General                                                                         

With respect to a particular Series of Certificates, an election may be made
to treat the Trust Estate or one or more segregated pools of assets therein as  
one or more REMICs within the meaning of Code Section 860D. A Trust Estate or   
a portion or portions thereof as to which one or more REMIC elections will be   
made will be referred to as a "REMIC Pool." For purposes of this discussion,    
Certificates of a Series as to which one or more REMIC elections are made are   
referred to as "REMIC Certificates" and will consist of one or more Classes of  
"Regular Certificates" and one Class of "Residual Certificates" in the case of  
each REMIC Pool. Qualification as a REMIC requires ongoing compliance with      
certain conditions. With respect to each Series of REMIC Certificates,          
Cadwalader, Wickersham & Taft or Kennedy Covington Lobdell & Hickman, L.L.P.,   
counsel to the Depositor, has advised the Depositor that in each firm's         
opinion, assuming (i) the making of an appropriate election, (ii) compliance    
with the Pooling and Servicing Agreement, and (iii) compliance with any         
changes in the law, including any amendments to the Code or applicable          
Treasury regulations thereunder, each REMIC Pool will qualify as a REMIC. In    
such case, the Regular Certificates will be considered to be "regular           
interests" in the REMIC Pool and generally will be treated for federal income   
tax purposes as if they were newly originated debt instruments, and the         
Residual Certificates will be considered to be "residual interests" in the      
REMIC Pool. The Prospectus Supplement for each Series of Certificates will      
indicate whether one or more REMIC elections with respect to the related Trust  
Estate will be made, in which event references to "REMIC" or "REMIC Pool"       
herein shall be deemed to refer to each such REMIC Pool.                        

Status of REMIC Certificates                                                    

REMIC Certificates held by a domestic building and loan association will    
constitute "a regular or residual interest in a REMIC" within the meaning of    
Code Section 7701(a)(19)(C)(xi) in the same proportion that the assets of the   
REMIC Pool would be treated as "loans . . . secured by an interest in real      
property which is . . .                                                         

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residential real property" within the meaning of Code Section                   
7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C).  
REMIC Certificates held by a real estate investment trust will constitute       
"real estate assets" within the meaning of Code Section 856(c)(4)(A), and       
interest on the Regular Certificates and income with respect to Residual        
Certificates will be considered "interest on obligations secured by mortgages   
on real property or on interests in real property" within the meaning of Code   
Section 856(c)(3)(B) in the same proportion that, for both purposes, the        
assets of the REMIC Pool would be so treated. If at all times 95% or more of    
the assets of the REMIC Pool qualify for each of the foregoing treatments, the  
REMIC Certificates will qualify for the corresponding status in their           
entirety. For purposes of Code Section 856(c)(4)(A), payments of principal and  
interest on the Mortgage Loans that are reinvested pending distribution to      
holders of REMIC Certificates qualify for such treatment. Regular Certificates  
held by a financial asset securitization investment trust will be "permitted    
assets" within the meaning of Code Section 860L(a).                             

Where two REMIC Pools are a part of a tiered structure they will be treated 
as one REMIC for purposes of the tests described above respecting asset         
ownership of more or less than 95%. In addition, if the assets of the REMIC     
include Buy-Down Loans, it is possible that the percentage of such assets       
constituting "loans . . . secured by an interest in real property which is      
. . . residential real property" for purposes of Code Section                 
7701(a)(19)(C)(v), may be required to be reduced by the amount of the related   
Buy-Down Funds. REMIC Certificates held by a regulated investment company will  
not constitute "Government securities" within the meaning of Code Section       
851(b)(3)(A)(i). REMIC Certificates held by certain financial institutions      
will constitute an "evidence of indebtedness" within the meaning of Code        
Section 582(c)(1). The Small Business Job Protection Act of 1996 (the "SBJPA    
of 1996") repealed the reserve method for bad debts of domestic building and    
loan associations and mutual savings banks, and thus has eliminated the asset   
category of "qualifying real property loans" in former Code Section 593(d) for  
taxable years beginning after December 31, 1995. The requirement in the SBJPA   
of 1996 that such institutions must "recapture" a portion of their existing     
bad debt reserves is suspended if a certain portion of their assets are         
maintained in "residential loans" under Code Section 7701(a)(19)(C)(v), but     
only if such loans were made to acquire, construct or improve the related real  
property and not for the purpose of refinancing. However, no effort will be     
made to identify the portion of the Mortgage Loans of any Series meeting this   
requirement, and no representation is made in this regard.                      

Qualification as a REMIC                                                        

In order for the REMIC Pool to qualify as a REMIC, there must be ongoing    
compliance on the part of the REMIC Pool with the requirements set forth in     
the Code. The REMIC Pool must fulfill an asset test, which requires that no     
more than a de minimis portion of the assets of the REMIC Pool, as of the       
close of the third calendar month beginning after the "Startup Day" (which for  
purposes of this discussion is the date of issuance of the REMIC Certificates)  
and at all times thereafter, may consist of assets other than "qualified        
mortgages" and "permitted investments." The REMIC Regulations provide a safe    
harbor pursuant to which the de minimis requirement will be met if at all       
times the aggregate adjusted basis of the nonqualified assets is less than 1%   
of the aggregate adjusted basis of all the REMIC Pool's assets. An entity that  
fails to meet the safe harbor may nevertheless demonstrate that it holds no     
more than a de minimis amount of nonqualified assets. A REMIC Pool also must    
provide "reasonable arrangements" to prevent its residual interests from being  
held by "disqualified organizations" or agents thereof and must furnish         
applicable tax information to transferors or agents that violate this           
requirement. See "--Taxation of Residual Certificates--Tax-Related              
Restrictions on Transfer of Residual Certificates--Disqualified                 
Organizations."                                                                 

A qualified mortgage is any obligation that is principally secured by an    
interest in real property and that is either transferred to the REMIC Pool on   
the Startup Day or is purchased by the REMIC Pool within a three-month period   
thereafter pursuant to a fixed price contract in effect on the Startup Day.     
Qualified mortgages include whole mortgage loans, such as the Mortgage Loans,   
and, generally, certificates of beneficial interest in a grantor trust that     
holds mortgage loans, regular interests in another REMIC, such as lower-tier    
regular interests in a tiered REMIC and regular interests in a Financial Asset  
Securitization Investment Trust (a "FASIT") within the meaning of Code Section  
860L if 95% or more of the value of the assets of the FASIT is at all times     
attributable to whole mortgage loans such as the Mortgage Loans. The REMIC      
Regulations specify that loans                                                  

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secured by timeshare interests and shares held by a tenant stockholder in a     
cooperative housing corporation can be qualified mortgages. A qualified         
mortgage includes a qualified replacement mortgage, which is any property that  
would have been treated as a qualified mortgage if it were transferred to the   
REMIC Pool on the Startup Day and that is received either (i) in exchange for   
any qualified mortgage within a three-month period thereafter or (ii) in        
exchange for a "defective obligation" within a two-year period thereafter. A    
"defective obligation" includes (i) a mortgage in default or as to which        
default is reasonably foreseeable, (ii) a mortgage as to which a customary      
representation or warranty made at the time of transfer to the REMIC Pool has   
been breached, (iii) a mortgage that was fraudulently procured by the           
mortgagor, and (iv) a mortgage that was not in fact principally secured by      
real property (but only if such mortgage is disposed of within 90 days of       
discovery). A Mortgage Loan that is "defective" as described in clause (iv)     
that is not sold or, if within two years of the Startup Day, exchanged, within  
90 days of discovery, ceases to be a qualified mortgage after such 90-day       
period.                                                                         

Permitted investments include cash flow investments, qualified reserve      
assets, and foreclosure property. A cash flow investment is an investment,      
earning a return in the nature of interest, of amounts received on or with      
respect to qualified mortgages for a temporary period, not exceeding 13         
months, until the next scheduled distribution to holders of interests in the    
REMIC Pool. A qualified reserve asset is any intangible property held for       
investment that is part of any reasonably required reserve maintained by the    
REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts     
due on the regular or residual interests in the event of defaults (including    
delinquencies) on the qualified mortgages, lower than expected reinvestment     
returns, prepayment interest shortfalls and certain other contingencies. The    
reserve fund will be disqualified if more than 30% of the gross income from     
the assets in such fund for the year is derived from the sale or other          
disposition of property held for less than three months, unless required to     
prevent a default on the regular interests caused by a default on one or more   
qualified mortgages. A reserve fund must be reduced "promptly and               
appropriately" as payments on the Mortgage Loans are received. Foreclosure      
property is real property acquired by the REMIC Pool in connection with the     
default or imminent default of a qualified mortgage and generally not held      
beyond the close of the third calendar year following the year in which such    
property is acquired with an extension that may be granted by the Internal      
Revenue Service.                                                                

In addition to the foregoing requirements, the various interests in a REMIC 
Pool also must meet certain requirements. All of the interests in a REMIC Pool  
must be either of the following: (i) one or more classes of regular interests   
or (ii) a single class of residual interests on which distributions, if any,    
are made pro rata. A regular interest is an interest in a REMIC Pool that is    
issued on the Startup Day with fixed terms, is designated as a regular          
interest, and unconditionally entitles the holder to receive a specified        
principal amount (or other similar amount), and provides that interest          
payments (or other similar amounts), if any, at or before maturity either are   
payable based on a fixed rate or a qualified variable rate, or consist of a     
specified, nonvarying portion of the interest payments on qualified mortgages.  
Such a specified portion may consist of a fixed number of basis points, a       
fixed percentage of the total interest, or a qualified variable rate, inverse   
variable rate or difference between two fixed or qualified variable rates on    
some or all of the qualified mortgages. The specified principal amount of a     
regular interest that provides for interest payments consisting of a            
specified, nonvarying portion of interest payments on qualified mortgages may   
be zero. A residual interest is an interest in a REMIC Pool other than a        
regular interest that is issued on the Startup Day and that is designated as a  
residual interest. An interest in a REMIC Pool may be treated as a regular      
interest even if payments of principal with respect to such interest are        
subordinated to payments on other regular interests or the residual interest    
in the REMIC Pool, and are dependent on the absence of defaults or              
delinquencies on qualified mortgages or permitted investments, lower than       
reasonably expected returns on permitted investments, unanticipated expenses    
incurred by the REMIC Pool or prepayment interest shortfalls. Accordingly, the  
Regular Certificates of a Series will constitute one or more classes of         
regular interests, and the Residual Certificates with respect to that Series    
will constitute a single class of residual interests on which distributions     
are made pro rata.                                                              

If an entity, such as the REMIC Pool, fails to comply with one or more of   
the ongoing requirements of the Code for REMIC status during any taxable year,  
the Code provides that the entity will not be treated as a REMIC for such year  
and thereafter. In this event, an entity with multiple classes of ownership     
interests may be treated                                                        

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as a separate association taxable as a corporation under Treasury regulations,  
and the Regular Certificates may be treated as equity interests therein. The    
Code, however, authorizes the Treasury Department to issue regulations that     
address situations where failure to meet one or more of the requirements for    
REMIC status occurs inadvertently and in good faith, and disqualification of    
the REMIC Pool would occur absent regulatory relief. Investors should be        
aware, however, that the Conference Committee Report to the Tax Reform Act of   
1986 (the "1986 Act") indicates that the relief may be accompanied by           
sanctions, such as the imposition of a corporate tax on all or a portion of     
the REMIC Pool's income for the period of time in which the requirements for    
REMIC status are not satisfied.                                                 

Taxation of Regular Certificates                                                

General                                                                       

In general, interest, original issue discount, and market discount on a     
Regular Certificate will be treated as ordinary income to a holder of the       
Regular Certificate (the "Regular Certificateholder"), and principal payments   
on a Regular Certificate will be treated as a return of capital to the extent   
of the Regular Certificateholder's basis in the Regular Certificate allocable   
thereto (other than accrued market discount not previously reported as          
income). Regular Certificateholders must use the accrual method of accounting   
with regard to Regular Certificates, regardless of the method of accounting     
otherwise used by such Regular Certificateholders.                              

Original Issue Discount                                                       

Compound Interest Certificates will be, and other classes of Regular        
Certificates may be, issued with "original issue discount" within the meaning   
of Code Section 1273(a). Holders of any Class of Regular Certificates having    
original issue discount generally must include original issue discount in       
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    
following discussion is based in part on temporary and final Treasury           
regulations issued on February 2, 1994, as amended on June 14, 1996, (the "OID  
Regulations") under Code Sections 1271 through 1273 and 1275 and in part on     
the provisions of the 1986 Act. Regular Certificateholders should be aware,     
however, that the OID Regulations do not adequately address certain issues      
relevant to prepayable securities, such as the Regular Certificates. To the     
extent such issues are not addressed in such regulations, it is anticipated     
that the Trustee will apply the methodology described in the Conference         
Committee Report to the 1986 Act. No assurance can be provided that the         
Internal Revenue Service will not take a different position as to those         
matters not currently addressed by the OID Regulations. Moreover, the OID       
Regulations include an anti-abuse rule allowing the Internal Revenue Service    
to apply or depart from the OID Regulations where necessary or appropriate to   
ensure a reasonable tax result in light of the applicable statutory             
provisions. A tax result will not be considered unreasonable under the anti-    
abuse rule in the absence of a substantial effect on the present value of a     
taxpayer's tax liability. Investors are advised to consult their own tax        
advisors as to the discussion herein and the appropriate method for reporting   
interest and original issue discount with respect to the Regular Certificates.  

Each Regular Certificate (except to the extent described below with respect 
to a Regular Certificate on which principal is distributed in a single          
installment or by lots of specified principal amounts upon the request of a     
Certificateholder or by random lot (a "Non-Pro Rata Certificate")) will be      
treated as a single installment obligation for purposes of determining the      
original issue discount includible in a Regular Certificateholder's income.     
The total amount of original issue discount on a Regular Certificate is the     
excess of the "stated redemption price at maturity" of the Regular Certificate  
over its "issue price." The issue price of a Class of Regular Certificates      
offered pursuant to this Prospectus generally is the first price at which a     
substantial amount of such Class is sold to the public (excluding bond houses,  
brokers and underwriters). Although unclear under the OID Regulations, it is    
anticipated that the Trustee will treat the issue price of a Class as to which  
there is no substantial sale as of the issue date or that is retained by the    
Seller as the fair market value of that Class as of the issue date. The issue   
price of a Regular Certificate also includes any amount paid by an initial      
Regular                                                                         

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Certificateholder for accrued interest that relates to a period prior to the    
issue date of the Regular Certificate, unless the Regular Certificateholder     
elects on its federal income tax return to exclude such amount from the issue   
price and to recover it on the first Distribution Date. The stated redemption   
price at maturity of a Regular Certificate always includes the original         
principal amount of the Regular Certificate, but generally will not include     
distributions of interest if such distributions constitute "qualified stated    
interest." Under the OID Regulations, qualified stated interest generally       
means interest payable at a single fixed rate or a 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 Regular  
Certificate. Because there is no penalty or default remedy in the case of       
nonpayment of interest with respect to a Regular Certificate, it is possible    
that no interest on any Class of Regular Certificates will be treated as        
qualified stated interest. However, except as provided in the following three   
sentences or in the applicable Prospectus Supplement, because the underlying    
Mortgage Loans provide for remedies in the event of default, it is anticipated  
that the Trustee will treat interest with respect to the Regular Certificates   
as qualified stated interest. Distributions of interest on a Compound Interest  
Certificate, or on other Regular Certificates with respect to which deferred    
interest will accrue, will not constitute qualified stated interest, in which   
case the stated redemption price at maturity of such Regular Certificates       
includes all distributions of interest as well as principal thereon. Likewise,  
it is anticipated that the Trustee will treat an interest-only Class or a       
Class on which interest is substantially disproportionate to its principal      
amount (a so-called "super-premium" Class) as having no qualified stated        
interest. Where the interval between the issue date and the first Distribution  
Date on a Regular Certificate is shorter than the interval between subsequent   
Distribution Dates, the interest attributable to the additional days will be    
included in the stated redemption price at maturity.                            

Under a de minimis rule, original issue discount on a Regular Certificate   
will be considered to be zero if such original issue discount is less than      
0.25% of the stated redemption price at maturity of the Regular Certificate     
multiplied by the weighted average maturity of the Regular Certificate. For     
this purpose, the weighted average maturity of the Regular Certificate is       
computed as the sum of the amounts determined by multiplying the number of      
full years (i.e., rounding down partial years) from the issue date until each   
distribution in reduction of stated redemption price at maturity is scheduled   
to be made by a fraction, the numerator of which is the amount of each          
distribution included in the stated redemption price at maturity of the         
Regular Certificate and the denominator of which is the stated redemption       
price at maturity of the Regular Certificate. The Conference Committee Report   
to the 1986 Act provides that the schedule of such distributions should be      
determined in accordance with the assumed rate of prepayment of the Mortgage    
Loans (the "Prepayment Assumption") and the anticipated reinvestment rate, if   
any, relating to the Regular Certificates. The Prepayment Assumption with       
respect to a Series of Regular Certificates will be set forth in the            
applicable Prospectus Supplement. Holders generally must report de minimis      
original issue discount pro rata as principal payments are received, and such   
income will be capital gain if the Regular Certificate is held as a capital     
asset. Under the OID Regulations, however, Regular Certificateholders may       
elect to accrue all de minimis original issue discount as well as market        
discount and market premium, under the constant yield method. See "--Election   
to Treat All Interest Under the Constant Yield Method."                         

A Regular Certificateholder generally must include in gross income for any  
taxable year the sum of the "daily portions," as defined below, of the          
original issue discount on the Regular Certificate accrued during an accrual    
period for each day on which it holds the Regular Certificate, including the    
date of purchase but excluding the date of disposition. The Trustee will treat  
the monthly period ending on the day before each Distribution Date as the       
accrual period. With respect to each Regular Certificate, a calculation will    
be made of the original issue discount that accrues during each successive      
full accrual period (or shorter period from the date of original issue) that    
ends on the day before the related Distribution Date on the Regular             
Certificate. The Conference Committee Report to the 1986 Act states that the    
rate of accrual of original issue discount is intended to be based on the       
Prepayment Assumption. Other than as discussed below with respect to a Non-Pro  
Rata Certificate, the original issue discount accruing in a full accrual        
period would be the excess, if any, of (i) the sum of (a) the present value of  
all of the remaining distributions to be made on the Regular Certificate as of  
the end of that accrual period, and (b) the distributions made on the Regular   
Certificate during the accrual period                                           

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that are included in the Regular Certificate's stated redemption price at       
maturity, over (ii) the adjusted issue price of the Regular Certificate at the  
beginning of the accrual period. The present value of the remaining             
distributions referred to in the preceding sentence is calculated based on (i)  
the yield to maturity of the Regular Certificate at the issue date, (ii)        
events (including actual prepayments) that have occurred prior to the end of    
the accrual period, and (iii) the Prepayment Assumption. For these purposes,    
the adjusted issue price of a Regular Certificate at the beginning of any       
accrual period equals the issue price of the Regular Certificate, increased by  
the aggregate amount of original issue discount with respect to the Regular     
Certificate that accrued in all prior accrual periods and reduced by the        
amount of distributions included in the Regular Certificate's stated            
redemption price at maturity that were made on the Regular Certificate in such  
prior periods. The original issue discount accruing during any accrual period   
(as determined in this paragraph) will then be divided by the number of days    
in the period to determine the daily portion of original issue discount for     
each day in the period. With respect to an initial accrual period shorter than  
a full accrual period, the daily portions of original issue discount must be    
determined according to an appropriate allocation under any reasonable method.  

Under the method described above, the daily portions of original issue      
discount required to be included in income by a Regular Certificateholder       
generally will increase to take into account prepayments on the Regular         
Certificates as a result of prepayments on the Mortgage Loans that exceed the   
Prepayment Assumption, and generally will decrease (but not below zero for any  
period) if the prepayments are slower than the Prepayment Assumption. An        
increase in prepayments on the Mortgage Loans with respect to a Series of       
Regular Certificates can result in both a change in the priority of principal   
payments with respect to certain Classes of Regular Certificates and either an  
increase or decrease in the daily portions of original issue discount with      
respect to such Regular Certificates.                                           

In the case of a Non-Pro Rata Certificate, it is anticipated that the       
Trustee will determine the yield to maturity of such Certificate based upon     
the anticipated payment characteristics of the Class as a whole under the       
Prepayment Assumption. In general, the original issue discount accruing on      
each Non-Pro Rata Certificate in a full accrual period would be its allocable   
share of the original issue discount with respect to the entire Class, as       
determined in accordance with the preceding paragraph. However, in the case of  
a distribution in retirement of the entire unpaid principal balance of any      
Non-Pro Rata Certificate (or portion of such unpaid principal balance), (a)     
the remaining unaccrued original issue discount allocable to such Certificate   
(or to such portion) will accrue at the time of such distribution, and (b) the  
accrual of original issue discount allocable to each remaining Certificate of   
such Class (or the remaining unpaid principal balance of a partially redeemed   
Non-Pro Rata Certificate after a distribution of principal has been received)   
will be adjusted by reducing the present value of the remaining payments on     
such Class and the adjusted issue price of such Class to the extent             
attributable to the portion of the unpaid principal balance thereof that was    
distributed. The Depositor believes that the foregoing treatment is consistent  
with the "pro rata prepayment" rules of the OID Regulations, but with the rate  
of accrual of original issue discount determined based on the Prepayment        
Assumption for the Class as a whole. Investors are advised to consult their     
tax advisors as to this treatment.                                              

Acquisition Premium                                                           

A purchaser of a Regular Certificate at a price greater than its adjusted   
issue price but less than its stated redemption price at maturity will be       
required to include in gross income the daily portions of the original issue    
discount on the Regular Certificate reduced pro rata by a fraction, the         
numerator of which is the excess of its purchase price over such adjusted       
issue price and the denominator of which is the excess of the remaining stated  
redemption price at maturity over the adjusted issue price. Alternatively,      
such a subsequent purchaser may elect to treat all such acquisition premium     
under the constant yield method, as described below under the heading "--       
Election to Treat All Interest Under the Constant Yield Method."                

Variable Rate Regular Certificates                                            

Regular Certificates may provide for interest based on a variable rate.     
Under the OID Regulations, interest is treated as payable at a variable rate    
if, generally, (i) the issue price does not exceed the original principal       

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balance by more than a specified amount and (ii) the interest compounds or is   
payable at least annually at current values of (a) one or more "qualified       
floating rates," (b) a single fixed rate and one or more qualified floating     
rates, (c) a single "objective rate," or (d) a single fixed rate and a single   
objective rate that is a "qualified inverse floating rate." A floating rate is  
a qualified floating rate if variations in the rate can reasonably be expected  
to measure contemporaneous variations in the cost of newly borrowed funds,      
where such rate is subject to a fixed multiple that is greater than 0.65 but    
not more than 1.35. Such rate may also be increased or decreased by a fixed     
spread or subject to a fixed cap or floor, or a cap or floor that is not        
reasonably expected as of the issue date to affect the yield of the instrument  
significantly. An objective rate is any rate (other than a qualified floating   
rate) that is determined using a single fixed formula and that is based on      
objective financial or economic information, provided that such information is  
not (i) within the control of the issuer or a related party or (ii) unique to   
the circumstances of the issuer or a related party. A qualified inverse         
floating rate is a rate equal to a fixed rate minus a qualified floating rate   
that inversely reflects contemporaneous variations in the cost of newly         
borrowed funds; an inverse floating rate that is not a qualified inverse        
floating rate may nevertheless be an objective rate. A Class of Regular         
Certificates may be issued under this Prospectus that does not have a variable  
rate under the foregoing rules, for example, a Class that bears different       
rates at different times during the period it is outstanding such that it is    
considered significantly "front-loaded" or "back-loaded" within the meaning of  
the OID Regulations. It is possible that such a Class may be considered to      
bear "contingent interest" within the meaning of the OID Regulations. The OID   
Regulations, as they relate to the treatment of contingent interest, are by     
their terms not applicable to Regular Certificates. However, if final           
regulations dealing with contingent interest with respect to Regular            
Certificates apply the same principles as the OID Regulations, such             
regulations may lead to different timing of income inclusion than would be the  
case under the OID Regulations for non-contingent debt instruments.             
Furthermore, application of such principles could lead to the characterization  
of gain on the sale of contingent interest Regular Certificates as ordinary     
income. Investors should consult their tax advisors regarding the appropriate   
treatment of any Regular Certificate that does not pay interest at a fixed      
rate or variable rate as described in this paragraph.                           

Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that  
qualifies as a variable rate under the OID Regulations that is tied to current  
values of a variable rate (or the highest, lowest or average of two or more     
variable rates, including a rate based on the average cost of funds of one or   
more financial institutions), or a positive or negative multiple of such a      
rate (plus or minus a specified number of basis points), or that represents a   
weighted average of rates on some or all of the Mortgage Loans, including such  
a rate that is subject to one or more caps or floors, or (ii) bearing one or    
more such variable rates for one or more periods, or one or more fixed rates    
for one or more periods, and a different variable rate or fixed rate for other  
periods, qualifies as a regular interest in a REMIC. Accordingly, unless        
otherwise indicated in the applicable Prospectus Supplement, it is anticipated  
that the Trustee will treat Regular Certificates that qualify as regular        
interests under this rule in the same manner as obligations bearing a variable  
rate for original issue discount reporting purposes.                            

The amount of original issue discount with respect to a Regular Certificate 
bearing a variable rate of interest will accrue in the manner described above   
under "--Original Issue Discount," with the yield to maturity and future        
payments on such Regular Certificate generally to be determined by assuming     
that interest will be payable for the life of the Regular Certificate based on  
the initial rate (or, if different, the value of the applicable variable rate   
as of the pricing date) for the relevant Class. Unless required otherwise by    
applicable final regulations, it is anticipated that the Trustee will treat     
such variable interest as qualified stated interest, other than variable        
interest on an interest-only or super-premium Class, which will be treated as   
non-qualified stated interest includible in the stated redemption price at      
maturity. Ordinary income reportable for any period will be adjusted based on   
subsequent changes in the applicable interest rate index.                       

Although unclear under the OID Regulations, unless required otherwise by    
applicable final regulations, it is anticipated that the Trustee will treat     
Regular Certificates bearing an interest rate that is a weighted average of     
the net interest rates on Mortgage Loans as having qualified stated interest,   
except to the extent that initial "teaser" rates cause sufficiently "back-      
loaded" interest to create more than de minimis original issue discount. The    
yield on such Regular Certificates for purposes of accruing original issue      
discount will be a hypothetical                                                 

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fixed-rate based on the fixed rates, in the case of fixed rate Mortgage Loans,  
and initial "teaser rates" followed by fully indexed rates, in the case of      
adjustable-rate Mortgage Loans. In the case of adjustable-rate Mortgage Loans,  
the applicable index used to compute interest on the Mortgage Loans in effect   
on the pricing date (or possibly the issue date) will be deemed to be in        
effect beginning with the period in which the first weighted average            
adjustment date occurring after the issue date occurs. Adjustments will be      
made in each accrual period either increasing or decreasing the amount of       
ordinary income reportable to reflect the actual Pass-Through Rate on the       
Regular Certificates.                                                           

Market Discount                                                               

A purchaser of a Regular Certificate also may be subject to the market      
discount rules of Code Sections 1276 through 1278. Under these sections and     
the principles applied by the OID Regulations in the context of original issue  
discount, "market discount" is the amount by which the purchaser's original     
basis in the Regular Certificate (i) is exceeded by the then-current principal  
amount of the Regular Certificate, or (ii) in the case of a Regular             
Certificate having original issue discount, is exceeded by the adjusted issue   
price of such Regular Certificate at the time of purchase. Such purchaser       
generally will be required to recognize ordinary income to the extent of        
accrued market discount on such Regular Certificate as distributions            
includible in the stated redemption price at maturity thereof are received, in  
an amount not exceeding any such distribution. Such market discount would       
accrue in a manner to be provided in Treasury regulations and should take into  
account the Prepayment Assumption. The Conference Committee Report to the 1986  
Act provides that until such regulations are issued, such market discount       
would accrue either (i) on the basis of a constant interest rate, or (ii) in    
the ratio of stated interest allocable to the relevant period to the sum of     
the interest for such period plus the remaining interest as of the end of such  
period, or in the case of a Regular Certificate issued with original issue      
discount, in the ratio of original issue discount accrued for the relevant      
period to the sum of the original issue discount accrued for such period plus   
the remaining original issue discount as of the end of such period. Such        
purchaser also generally will be required to treat a portion of any gain on a   
sale or exchange of the Regular Certificate as ordinary income to the extent    
of the market discount accrued to the date of disposition under one of the      
foregoing methods, less any accrued market discount previously reported as      
ordinary income as partial distributions in reduction of the stated redemption  
price at maturity were received. Such purchaser will be required to defer       
deduction of a portion of the excess of the interest paid or accrued on         
indebtedness incurred to purchase or carry a Regular Certificate over the       
interest distributable thereon. The deferred portion of such interest expense   
in any taxable year generally will not exceed the accrued market discount on    
the Regular Certificate for such year. Any such deferred interest expense is,   
in general, allowed as a deduction not later than the year in which the         
related market discount income is recognized or the Regular Certificate is      
disposed of. As an alternative to the inclusion of market discount in income    
on the foregoing basis, the Regular Certificateholder may elect to include      
market discount in income currently as it accrues on all market discount        
instruments acquired by such Regular Certificateholder in that taxable year or  
thereafter, in which case the interest deferral rule will not apply. See "--    
Election to Treat All Interest Under the Constant Yield Method" below           
regarding an alternative manner in which such election may be deemed to be      
made.                                                                           

By analogy to the OID Regulations, market discount with respect to a Regular
Certificate will be considered to be zero if such market discount is less than  
0.25% of the remaining stated redemption price at maturity of such Regular      
Certificate multiplied by the weighted average maturity of the Regular          
Certificate (determined as described above in the third paragraph under "--     
Original Issue Discount") remaining after the date of purchase. It appears      
that de minimis market discount would be reported in a manner similar to de     
minimis original issue discount. See "--Original Issue Discount" above.         
Treasury regulations implementing the market discount rules have not yet been   
issued, and therefore investors should consult their own tax advisors           
regarding the application of these rules. Investors should also consult         
Revenue Procedure 92-67 concerning the elections to include market discount in  
income currently and to accrue market discount on the basis of the constant     
yield method.                                                                   

Premium                                                                       

A Regular Certificate purchased at a cost greater than its remaining stated 
redemption price at maturity generally is considered to be purchased at a       
premium. If the Regular Certificateholder holds such Regular                    

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Certificate as a "capital asset" within the meaning of Code Section 1221, the   
Regular Certificateholder may elect under Code Section 171 to amortize such     
premium under the constant yield method. Such election will apply to all debt   
obligations acquired by the Regular Certificateholder at a premium held in      
that taxable year or thereafter, unless revoked with the permission of the      
Internal Revenue Service. Final Treasury Regulations issued under Code Section  
171 do not by their terms apply to prepayable debt instruments such as the      
Regular Certificates. However, the Conference Committee Report to the 1986 Act  
indicates a Congressional intent that the same rules that apply to the accrual  
of market discount on installment obligations will also apply to amortizing     
bond premium under Code Section 171 on installment obligations such as the      
Regular Certificates, although it is unclear whether the alternatives to the    
constant interest method described above under "--Market Discount" are          
available. Amortizable bond premium will be treated as an offset to interest    
income on a Regular Certificate, rather than as a separate deduction item. See  
"--Election to Treat All Interest Under the Constant Yield Method" below        
regarding an alternative manner in which the Code Section 171 election may be   
deemed to be made.                                                              

Election to Treat All Interest Under the Constant Yield Method                

A holder of a debt instrument such as a Regular Certificate may elect to    
treat all interest that accrues on the instrument using the constant yield      
method, with none of the interest being treated as qualified stated interest.   
For purposes of applying the constant yield method to a debt instrument         
subject to such an election, (i) "interest" includes stated interest, original  
issue discount, de minimis original issue discount, market discount and de      
minimis market discount, as adjusted by any amortizable bond premium or         
acquisition premium and (ii) the debt instrument is treated as if the           
instrument were issued on the holder's acquisition date in the amount of the    
holder's adjusted basis immediately after acquisition. It is unclear whether,   
for this purpose, the initial Prepayment Assumption would continue to apply or  
if a new prepayment assumption as of the date of the holder's acquisition       
would apply. A holder generally may make such an election on an instrument by   
instrument basis or for a class or group of debt instruments. However, if the   
holder makes such an election with respect to a debt instrument with            
amortizable bond premium or with market discount, the holder is deemed to have  
made elections to amortize bond premium or to report market discount income     
currently as it accrues under the constant yield method, respectively, for all  
premium bonds held or market discount bonds acquired by the holder in the same  
taxable year or thereafter. The election is made on the holder's federal        
income tax return for the year in which the debt instrument is acquired and is  
irrevocable except with the approval of the Internal Revenue Service.           
Investors should consult their own tax advisors regarding the advisability of   
making such an election.                                                        

Treatment of Losses                                                           

Regular Certificateholders will be required to report income with respect to
Regular Certificates on the accrual method of accounting, without giving        
effect to delays or reductions in distributions attributable to defaults or     
delinquencies on the Mortgage Loans, except to the extent it can be             
established that such amounts are uncollectible. Accordingly, the holder of a   
Regular Certificate, particularly a Subordinated Certificate, may have income,  
or may incur a diminution in cash flow as a result of a default or              
delinquency, but may not be able to take a deduction (subject to the            
discussion below) for the corresponding loss until a subsequent taxable year.   
In this regard, investors are cautioned that while they may generally cease to  
accrue interest income if it reasonably appears that the interest will be       
uncollectible, the Internal Revenue Service may take the position that          
original issue discount must continue to be accrued in spite of its             
uncollectibility until the debt instrument is disposed of in a taxable          
transaction or becomes worthless in accordance with the rules of Code Section   
166. To the extent the rules of Code Section 166 regarding bad debts are        
applicable, it appears that Regular Certificateholders that are corporations    
or that otherwise hold the Regular Certificates in connection with a trade or   
business should in general be allowed to deduct as an ordinary loss such loss   
with respect to principal sustained during the taxable year on account of any   
such Regular Certificates becoming wholly or partially worthless, and that, in  
general, Regular Certificateholders that are not corporations and do not hold   
the Regular Certificates in connection with a trade or business should be       
allowed to deduct as a short-term capital loss any loss sustained during the    
taxable year on account of a portion of any such Regular Certificates becoming  
wholly worthless. Although the matter is not free from doubt, such non-         
corporate Regular Certificateholders should be allowed a bad debt deduction at  

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such time as the principal balance of such Regular Certificates is reduced to   
reflect 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 such losses only after all the  
Mortgage Loans remaining in the Trust Estate have been liquidated or the        
applicable Class of Regular Certificates has been otherwise retired. The        
Internal Revenue Service could also assert that losses on the Regular           
Certificates are deductible based on some other method that may defer such      
deductions for all holders, such as reducing future cash flow for purposes of   
computing original issue discount. This may have the effect of creating         
"negative" original issue discount which would be deductible only against       
future positive original issue discount or otherwise upon termination of the    
Class. Regular Certificateholders are urged to consult their own tax advisors   
regarding the appropriate timing, amount and character of any loss sustained    
with respect to such Regular Certificates. While losses attributable to         
interest previously reported as income should be deductible as ordinary losses  
by both corporate and non-corporate holders, the Internal Revenue Service may   
take the position that losses attributable to accrued original issue discount   
may only be deducted as capital losses in the case of non-corporate holders     
who do not hold the Regular Certificates in connection with a trade or          
business. 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 Regular      
Certificates.                                                                   

Sale or Exchange of Regular Certificates                                      

If a Regular Certificateholder sells or exchanges a Regular Certificate, the
Regular Certificateholder will recognize gain or loss equal to the difference,  
if any, between the amount received and its adjusted basis in the Regular       
Certificate. The adjusted basis of a Regular Certificate generally will equal   
the cost of the Regular Certificate to the seller, increased by any original    
issue discount or market discount previously included in the seller's gross     
income with respect to the Regular Certificate and reduced by amounts included  
in the stated redemption price at maturity of the Regular Certificate that      
were previously received by the seller, by any amortized premium and by any     
recognized losses.                                                              

Except as described above with respect to market discount, and except as    
provided in this paragraph, any gain or loss on the sale or exchange of a       
Regular Certificate realized by an investor who holds the Regular Certificate   
as a capital asset will be capital gain or loss and will be long-term or        
short-term depending on whether the Regular Certificate has been held for the   
applicable holding period (as described below). Such gain will be treated as    
ordinary income (i) if a Regular Certificate is held as part of a "conversion   
transaction" as defined in Code Section 1258(c), up to the amount of interest   
that would have accrued on the Regular Certificateholder's net investment in    
the conversion transaction at 120% of the appropriate applicable federal rate   
under Code Section 1274(d) in effect at the time the taxpayer entered into the  
transaction minus any amount previously treated as ordinary income with         
respect to any prior disposition of property that was held as part of such      
transaction, (ii) in the case of a non-corporate taxpayer, to the extent such   
taxpayer has made an election under Code Section 163(d)(4) to have net capital  
gains taxed as investment income at ordinary income rates, or (iii) to the      
extent that such gain does not exceed the excess, if any, of (a) the amount     
that would have been includible in the gross income of the holder if its yield  
on such Regular Certificate were 110% of the applicable federal rate as of the  
date of purchase, over (b) the amount of income actually includible in the      
gross income of such holder with respect to such Regular Certificate. In        
addition, gain or loss recognized from the sale of a Regular Certificate by     
certain banks or thrift institutions will be treated as ordinary income or      
loss pursuant to Code Section 582(c). Long-term capital gains of certain non-   
corporate taxpayers generally are subject to a lower maximum tax rate (20%)     
than ordinary income or short-term capital gains of such taxpayers (39.6%) for  
property held for more than one year. The maximum tax rate for corporations is  
the same with respect to both ordinary income and capital gains.                

Taxation of Residual Certificates                                               

Taxation of REMIC Income                                                      

Generally, the "daily portions" of REMIC taxable income or net loss will be 
includible as ordinary income or loss in determining the federal taxable        
income of holders of Residual Certificates ("Residual Holders"), and            

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will not be taxed separately to the REMIC Pool. The daily portions of REMIC     
taxable income or net loss of a Residual Holder are determined by allocating    
the REMIC Pool's taxable income or net loss for each calendar quarter ratably   
to each day in such quarter and by allocating such daily portion among the      
Residual Holders in proportion to their respective holdings of Residual         
Certificates in the REMIC Pool on such day. REMIC taxable income is generally   
determined in the same manner as the taxable income of an individual using the  
accrual method of accounting, except, in addition to certain other              
adjustments, 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) the limitation on the  
deductibility of interest and expenses related to tax-exempt income will        
apply. The REMIC Pool'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 from  
amortization of issue premium, if any, on the Regular Certificates, plus        
income on reinvestment of cash flows and reserve assets, plus any cancellation  
of indebtedness income upon allocation of realized losses to the Regular        
Certificates. The REMIC Pool's deductions include interest and original issue   
discount expense on the Regular Certificates, servicing fees on the Mortgage    
Loans, other administrative expenses of the REMIC Pool and realized losses on   
the Mortgage Loans. The requirement that Residual Holders report their pro      
rata share of taxable income or net loss of the REMIC Pool will continue until  
there are no Certificates of any Class of the related Series outstanding.       

The taxable income recognized by a Residual Holder in any taxable year will 
be affected by, among other factors, the relationship between the timing of     
recognition of interest and original issue discount or market discount income   
or amortization of premium with respect to the Mortgage Loans, on the one       
hand, and the timing of deductions for interest (including original issue       
discount) or income from amortization of issue premium on the Regular           
Certificates on the other hand. In the event that an interest in the Mortgage   
Loans is acquired by the REMIC Pool at a discount, and one or more of such      
Mortgage Loans is prepaid, the Residual Holder may recognize taxable income     
without being entitled to receive a corresponding amount of cash because (i)    
the prepayment may be used in whole or in part to make distributions in         
reduction of principal on the Regular Certificates and (ii) the discount on     
the Mortgage Loans which is includible in income may exceed the deduction       
allowed upon such distributions on those Regular Certificates on account of     
any unaccrued original issue discount relating to those Regular Certificates.   
When there is more than one Class of Regular Certificates that distribute       
principal sequentially, this mismatching of income and deductions is            
particularly likely to occur in the early years following issuance of the       
Regular Certificates when distributions in reduction of principal are being     
made in respect of earlier Classes of Regular Certificates to the extent that   
such Classes are not issued with substantial discount or are issued at a        
premium. If taxable income attributable to such a mismatching is realized, in   
general, losses would be allowed in later years as distributions on the later   
maturing Classes of Regular Certificates are made. Taxable income may also be   
greater in earlier years than in later years as a result of the fact that       
interest expense deductions, expressed as a percentage of the outstanding       
principal amount of such a Series of Regular Certificates, may increase over    
time as distributions in reduction of principal are made on the lower yielding  
Classes of Regular Certificates, whereas, to the extent the REMIC Pool          
consists of fixed- rate Mortgage Loans, interest income with respect to any     
given Mortgage Loan will remain constant over time as a percentage of the       
outstanding principal amount of that loan. Consequently, Residual Holders must  
have sufficient other sources of cash to pay any federal, state, or local       
income taxes due as a result of such mismatching or unrelated deductions        
against which to offset such income, subject to the discussion of "excess       
inclusions" below under "--Limitations on Offset or Exemption of REMIC          
Income." The timing of such mismatching of income and deductions described in   
this paragraph, if present with respect to a Series of Certificates, may have   
a significant adverse effect upon a Residual Holder's after-tax rate of         
return. In addition, a Residual Holder's taxable income during certain periods  
may exceed the income reflected by such Residual Holder for such periods in     
accordance with generally accepted accounting principles. Investors should      
consult their own accountants concerning the accounting treatment of their      
investment in Residual Certificates.                                            

Basis and Losses                                                              

The amount of any net loss of the REMIC Pool that may be taken into account 
by the Residual Holder is limited to the adjusted basis of the Residual         
Certificate as of the close of the quarter (or time of disposition of           

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the Residual Certificate if earlier), determined without taking into account    
the net loss for the quarter. The initial adjusted basis of a purchaser of a    
Residual Certificate is the amount paid for such Residual Certificate. Such     
adjusted basis will be increased by the amount of taxable income of the REMIC   
Pool reportable by the Residual Holder and will be decreased (but not below     
zero), first, by a cash distribution from the REMIC Pool and, second, by the    
amount of loss of the REMIC Pool reportable by the Residual Holder. Any loss    
that is disallowed on account of this limitation may be carried over            
indefinitely with respect to the Residual Holder as to whom such loss was       
disallowed and may be used by such Residual Holder only to offset any income    
generated by the same REMIC Pool.                                               

A Residual Holder will not be permitted to amortize directly the cost of its
Residual Certificate as an offset to its share of the taxable income of the     
related REMIC Pool. However, that taxable income will not include cash          
received by the REMIC Pool that represents a recovery of the REMIC Pool's       
basis in its assets. Such recovery of basis by the REMIC Pool will have the     
effect of amortization of the issue price of the Residual Certificates over     
their life. However, in view of the possible acceleration of the income of      
Residual Holders described above under "--Taxation of REMIC Income," the        
period of time over which such issue price is effectively amortized may be      
longer than the economic life of the Residual Certificates.                     

A Residual Certificate may have a negative value if the net present value of
anticipated tax liabilities exceeds the present value of anticipated cash       
flows. The REMIC Regulations appear to treat the issue price of such a          
residual interest as zero rather than such negative amount for purposes of      
determining the REMIC Pool's basis in its assets. The preamble to the REMIC     
Regulations states that the Internal Revenue Service may provide future         
guidance on the proper tax treatment of payments made by a transferor of such   
a residual interest to induce the transferee to acquire the interest, and       
Residual Holders should consult their own tax advisors in this regard.          

Further, to the extent that the initial adjusted basis of a Residual Holder 
(other than an original holder) in the Residual Certificate is greater than     
the corresponding portion of the REMIC Pool's basis in the Mortgage Loans, the  
Residual Holder will not recover a portion of such basis until termination of   
the REMIC Pool unless future Treasury regulations provide for periodic          
adjustments to the REMIC income otherwise reportable by such holder. The REMIC  
Regulations currently in effect do not so provide. See "--Treatment of Certain  
Items of REMIC Income and Expense" and "Market Discount" below regarding the    
basis of Mortgage Loans to the REMIC Pool and "--Sale or Exchange of a          
Residual Certificate" below regarding possible treatment of a loss upon         
termination of the REMIC Pool as a capital loss.                                

Treatment of Certain Items of REMIC Income and Expense                        

It is anticipated that the Trustee will compute REMIC income and expense in 
accordance with the Code and applicable regulations. However, the authorities   
regarding the determination of specific items of income and expense are         
subject to differing interpretations. The Trustee makes no representation as    
to the specific method that it will use for reporting income with respect to    
the Mortgage Loans and expenses with respect to the Regular Certificates and    
different methods could result in different timing of reporting of taxable      
income or net loss to Residual Holders or differences in capital gain versus    
ordinary income.                                                                

Original Issue Discount and Premium. Generally, the REMIC Pool's deductions 
for original issue discount and income from amortization of issue premium will  
be determined in the same manner as original issue discount income on Regular   
Certificates as described above under "--Taxation of Regular Certificates--     
Original Issue Discount" and "--Variable Rate Regular Certificates," without    
regard to the de minimis rule described therein, and "--Premium."               

Market Discount. The REMIC Pool will have market discount income in respect 
of Mortgage Loans if, in general, the basis of the REMIC Pool in such Mortgage  
Loans is exceeded by their unpaid principal balances. The REMIC Pool's basis    
in such Mortgage Loans is generally the fair market value of the Mortgage       
Loans immediately after the transfer thereof to the REMIC Pool. The REMIC       
Regulations provide that such basis is equal in the aggregate to the issue      
prices of all regular and residual interests in the REMIC Pool. The accrued     

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portion of such market discount would be recognized currently as an item of     
ordinary income in a manner similar to original issue discount. Market          
discount income generally should accrue in the manner described above under     
"--Taxation of Regular Certificates--Market Discount."                          

Premium. Generally, if the basis of the REMIC Pool in the Mortgage Loans    
exceeds the unpaid principal balances thereof, the REMIC Pool will be           
considered to have acquired such Mortgage Loans at a premium equal to the       
amount of such excess. As stated above, the REMIC Pool's basis in Mortgage      
Loans is the fair market value of the Mortgage Loans, based on the aggregate    
of the issue prices of the regular and residual interests in the REMIC Pool     
immediately after the transfer thereof to the REMIC Pool. In a manner           
analogous to the discussion above under "--Taxation of Regular Certificates--   
Premium," a person that holds a Mortgage Loan as a capital asset under Code     
Section 1221 may elect under Code Section 171 to amortize premium on Mortgage   
Loans originated after September 27, 1985 under the constant yield method.      
Amortizable bond premium will be treated as an offset to interest income on     
the Mortgage Loans, rather than as a separate deduction item. Because           
substantially all of the mortgagors on the Mortgage Loans are expected to be    
individuals, Code Section 171 will not be available for premium on Mortgage     
Loans originated on or prior to September 27, 1985. Premium with respect to     
such Mortgage Loans may be deductible in accordance with a reasonable method    
regularly employed by the holder thereof. The allocation of such premium pro    
rata among principal payments should be considered a reasonable method;         
however, the Internal Revenue Service may argue that such premium should be     
allocated in a different manner, such as allocating such premium entirely to    
the final payment of principal.                                                 

Limitations on Offset or Exemption of REMIC Income                            

A portion (or all) of the REMIC taxable income includible in determining the
federal income tax liability of a Residual Holder will be subject to special    
treatment. That portion, referred to as the "excess inclusion," is equal to     
the excess of REMIC taxable income for the calendar quarter allocable to a      
Residual Certificate over the daily accruals for such quarterly period of (i)   
120% of the long-term applicable federal rate that would have applied to the    
Residual Certificate (if it were a debt instrument) on the Startup Day under    
Code Section 1274(d), multiplied by (ii) the adjusted issue price of such       
Residual Certificate at the beginning of such quarterly period. For this        
purpose, the adjusted issue price of a Residual Certificate at the beginning    
of a quarter is the issue price of the Residual Certificate, plus the amount    
of such daily accruals of REMIC income described in this paragraph for all      
prior quarters, decreased by any distributions made with respect to such        
Residual Certificate prior to the beginning of such quarterly period.           
Accordingly, the portion of the REMIC Pool's taxable income that will be        
treated as excess inclusions will be a larger portion of such income as the     
adjusted issue price of the Residual Certificates diminishes.                   

The portion of a Residual Holder's REMIC taxable income consisting of the   
excess inclusions generally may not be offset by other deductions, including    
net operating loss carryforwards, on such Residual Holder's return. However,    
net operating loss carryovers are determined without regard to excess           
inclusion income. Further, if the Residual Holder is an organization subject    
to the tax on unrelated business income imposed by Code Section 511, the        
Residual Holder's excess inclusions will be treated as unrelated business       
taxable income of such Residual Holder for purposes of Code Section 511. In     
addition, REMIC taxable income is subject to 30% withholding tax with respect   
to certain persons who are not U.S. Persons (as defined below under "--Tax-     
Related Restrictions on Transfer of Residual Certificates--Foreign              
Investors"), and the portion thereof attributable to excess inclusions is not   
eligible for any reduction in the rate of withholding tax (by treaty or         
otherwise). See "--Taxation of Certain Foreign Investors--Residual              
Certificates" below. Finally, if a real estate investment trust or a regulated  
investment company owns a Residual Certificate, a portion (allocated under      
Treasury regulations yet to be issued) of dividends paid by the real estate     
investment trust or regulated investment company could not be offset by net     
operating losses of its shareholders, would constitute unrelated business       
taxable income for tax-exempt shareholders, and would be ineligible for         
reduction of withholding to certain persons who are not U.S. Persons. The       
SBJPA of 1996 has eliminated the special rule permitting Section 593            
institutions ("thrift institutions") to use net operating losses and other      
allowable deductions to offset their excess                                     

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inclusion income from Residual Certificates that have "significant value"       
within the meaning of the REMIC Regulations, effective for taxable years        
beginning after December 31, 1995, except with respect to Residual              
Certificates continuously held by a thrift institution since November 1, 1995.  

In addition, the SBJPA of 1996 provides three rules for determining the     
effect of excess inclusions on the alternative minimum taxable income of a      
Residual Holder. First, alternative minimum taxable income for a Residual       
Holder is determined without regard to the special rule, discussed above, that  
taxable income cannot be less than excess inclusions. Second, a Residual        
Holder's alternative minimum taxable income for a taxable year cannot be less   
than the excess inclusions for the year. Third, the amount of any alternative   
minimum tax net operating loss deduction must be computed without regard to     
any excess inclusions. These rules are effective for taxable years beginning    
after December 31, 1986, unless a Residual Holder elects to have such rules     
apply only to taxable years beginning after August 20, 1996.                    

Tax-Related Restrictions on Transfer of Residual Certificates                 

Disqualified Organizations. If any legal or beneficial interest in a        
Residual Certificate is transferred to a Disqualified Organization (as defined  
below), a tax would be imposed in an amount equal to the product of (i) the     
present value of the total anticipated excess inclusions with respect to such   
Residual Certificate for periods after the transfer and (ii) the highest        
marginal federal income tax rate applicable to corporations. The REMIC          
Regulations provide that the anticipated excess inclusions are based on actual  
prepayment experience to the date of the transfer and projected payments based  
on the Prepayment Assumption. The present value rate equals the applicable      
federal rate under Code Section 1274(d) as of the date of the transfer for a    
term ending with the last calendar quarter in which excess inclusions are       
expected to accrue. Such rate is applied to the anticipated excess inclusions   
from the end of the remaining calendar quarters in which they arise to the      
date of the transfer. Such a tax generally would be imposed on the transferor   
of the Residual Certificate, except that where such transfer is through an      
agent (including a broker, nominee or other middleman) for a Disqualified       
Organization, the tax would instead be imposed on such agent. However, a        
transferor of a Residual Certificate would in no event be liable for such tax   
with respect to a transfer if the transferee furnishes to the transferor an     
affidavit stating that the transferee is not a Disqualified Organization and,   
as of the time of the transfer, the transferor does not have actual knowledge   
that such affidavit is false. The tax also may be waived by the Internal        
Revenue Service if the Disqualified Organization promptly disposes of the       
Residual Certificate and the transferor pays income tax at the highest          
corporate rate on the excess inclusion for the period the Residual Certificate  
is actually held by the Disqualified Organization.                              

In addition, if a Pass-Through Entity (as defined below) has excess         
inclusion income with respect to a Residual Certificate during a taxable year   
and a Disqualified Organization is the record holder of an equity interest in   
such entity, then a tax is imposed on such entity equal to the product of (i)   
the amount of excess inclusions that are allocable to the interest in the       
Pass-Through Entity during the period such interest is held by such             
Disqualified Organization, and (ii) the highest marginal federal corporate      
income tax rate. Such tax would be deductible from the ordinary gross income    
of the Pass-Through Entity for the taxable year. The Pass-Through Entity would  
not be liable for such tax if it has received an affidavit from such record     
holder that it is not a Disqualified Organization or stating such holder's      
taxpayer identification number and, during the period such person is the        
record holder of the Residual Certificate, the Pass-Through Entity does not     
have actual knowledge that such affidavit is false.                             

For taxable years beginning on or after January 1, 1998, if an "electing    
large partnership" holds a Residual Certificate, all interests in the electing  
large partnership are treated as held by Disqualified Organizations for         
purposes of the tax imposed upon a Pass-Through Entity by Section 860E(c) of    
the Code. An exception to this tax, otherwise available to a Pass-Through       
Entity that is furnished certain affidavits by record holders of interests in   
the entity and that does not know such affidavits are false, is not available   
to an electing large partnership.                                               

For these purposes, (i) "Disqualified Organization" means the United States,
any state or political subdivision thereof, any foreign government, any         
international organization, any agency or instrumentality of any                

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of the foregoing (provided, that such term does not include an instrumentality  
if all of its activities are subject to tax and a majority of its board of      
directors is not selected by any such governmental entity), any cooperative     
organization furnishing electric energy or providing telephone service to       
persons in rural areas as described in Code Section 1381(a)(2)(C), and any      
organization (other than a farmers' cooperative described in Code Section 521)  
that is exempt from taxation under the Code unless such organization is         
subject to the tax on unrelated business income imposed by Code Section 511,    
(ii) "Pass-Through Entity" means any regulated investment company, real estate  
investment trust, common trust fund, partnership, trust or estate and certain   
corporations operating on a cooperative basis, and (iii) an "electing large     
partnership" means any partnership having more than 100 members during the      
preceding tax year (other than certain service partnerships and commodity       
pools), which elect to apply simplified reporting provisions under the Code.    
Except as may be provided in Treasury regulations, 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 Pooling and Servicing Agreement with respect to a Series will provide   
that no legal or beneficial interest in a Residual Certificate may be           
transferred or registered unless (i) the proposed transferee furnishes to the   
Depositor and the Trustee an affidavit providing its taxpayer identification    
number and stating that such transferee is the beneficial owner of the          
Residual Certificate and is not a Disqualified Organization and is not          
purchasing such Residual Certificate on behalf of a Disqualified Organization   
(i.e., as a broker, nominee or middleman thereof) and (ii) the transferor       
provides a statement in writing to the Depositor and the Trustee that it has    
no actual knowledge that such affidavit is false. Moreover, the Pooling and     
Servicing Agreement will provide that any attempted or purported transfer in    
violation of these transfer restrictions will be null and void and will vest    
no rights in any purported transferee. Each Residual Certificate with respect   
to a Series will bear a legend referring to such restrictions on transfer, and  
each Residual Holder will be deemed to have agreed, as a condition of           
ownership thereof, to any amendments to the related Pooling and Servicing       
Agreement required under the Code or applicable Treasury regulations to         
effectuate the foregoing restrictions. Information necessary to compute an      
applicable excise tax must be furnished to the Internal Revenue Service and to  
the requesting party within 60 days of the request, and the Seller or the       
Trustee may charge a fee for computing and providing such information.          

Noneconomic Residual Interests. The REMIC Regulations would disregard       
certain transfers of Residual Certificates, in which case the transferor would  
continue to be treated as the owner of the Residual Certificates and thus       
would continue to be subject to tax on its allocable portion of the net income  
of the REMIC Pool. Under the REMIC Regulations, a transfer of a noneconomic     
residual interest (as defined below) to a Residual Holder (other than a         
Residual Holder who is not a U.S. Person, as defined below under "--Foreign     
Investors") is disregarded for all federal income tax purposes if a             
significant purpose of the transferor is to impede the assessment or            
collection of tax. A residual interest in a REMIC (including a residual         
interest with a positive value at issuance) is a "noneconomic residual          
interest" unless, at the time of the transfer, (i) the present value of the     
expected future distributions on the residual interest at least equals the      
product of the present value of the anticipated excess inclusions and the       
highest federal 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 on each excess inclusion. The           
anticipated excess inclusions and the present value rate are determined in the  
same manner as set forth above under "--Disqualified Organizations." The REMIC  
Regulations explain that a significant purpose to impede the assessment or      
collection of tax exists if the transferor, at the time of the transfer,        
either knew or should have known that the transferee would be unwilling or      
unable to pay taxes due on its share of the taxable income of the REMIC. A      
safe harbor is provided if (i) the transferor conducted, at the time of the     
transfer, a reasonable investigation of the financial condition of the          
transferee and found that the transferee historically had paid its debts as     
they came due and found no significant evidence to indicate that the            
transferee would not continue to pay its debts as they came due in the future,  
and (ii) the transferee represents to the transferor that it understands that,  
as the holder of the non-economic residual interest, the transferee may incur   
tax liabilities in excess of any cash flows generated by the interest and that  
the transferee intends to pay taxes associated with holding the residual        
interest as they become due. The Pooling and                                    

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Servicing Agreement with respect to each Series of Certificates will require    
the transferee of a Residual Certificate to certify to the matters in the       
preceding sentence as part of the affidavit described above under the heading   
"--Disqualified Organizations."                                                 

Foreign Investors. The REMIC Regulations provide that the transfer of a     
Residual Certificate that has "tax avoidance potential" to a "foreign person"   
will be disregarded for all federal tax purposes. This rule appears intended    
to apply to a transferee who is not a U.S. Person (as defined below), unless    
such transferee's income is effectively connected with the conduct of a trade   
or business within the United States. A Residual Certificate is deemed to have  
tax avoidance potential unless, at the time of the transfer, (i) the future     
value of expected distributions equals at least 30% of the anticipated excess   
inclusions after the transfer, and (ii) the transferor reasonably expects that  
the transferee will receive sufficient distributions from the REMIC Pool at or  
after the time at which the excess inclusions accrue and prior to the end of    
the next succeeding taxable year for the accumulated withholding tax liability  
to be paid. If the non-U.S. Person transfers the Residual Certificate back to   
a U.S. Person, the transfer will be disregarded and the foreign transferor      
will continue to be treated as the owner unless arrangements are made so that   
the transfer does not have the effect of allowing the transferor to avoid tax   
on accrued excess inclusions.                                                   

The Prospectus Supplement relating to the Certificates of a Series may      
provide that a Residual Certificate may not be purchased by or transferred to   
any person that is not a U.S. Person or may describe the circumstances and      
restrictions pursuant to which such a transfer may be made. The term "U.S.      
Person" means a citizen or resident of the United States, a corporation,        
partnership (except to the extent provided in applicable Treasury Regulations)  
or other entity created or organized in or under the laws of the United States  
or any political subdivision thereof, an estate that is subject to U.S.         
federal income tax regardless of the source of its income, or a trust if a      
court within the United States is able to exercise primary supervision over     
the administration of such trust, and one or more such U.S. Persons have the    
authority to control all substantial decisions of such trust (or, to the        
extent provided in applicable Treasury regulations, certain trusts in           
existence on August 20, 1996 which are eligible to elect to be treated as U.S.  
Persons).                                                                       

Sale or Exchange of a Residual Certificate                                    

Upon the sale or exchange of a Residual Certificate, the Residual Holder    
will recognize gain or loss equal to the excess, if any, of the amount          
realized over the adjusted basis (as described above under "--Basis and         
Losses") of such Residual Holder in such Residual Certificate at the time of    
the sale or exchange. In addition to reporting the taxable income of the REMIC  
Pool, a Residual Holder will have taxable income to the extent that any cash    
distribution to it from the REMIC Pool exceeds such adjusted basis on that      
Distribution Date. Such income will be treated as gain from the sale or         
exchange of the Residual Certificate. It is possible that the termination of    
the REMIC Pool may be treated as a sale or exchange of a Residual Holder's      
Residual Certificate, in which case, if the Residual Holder has an adjusted     
basis in its Residual Certificate remaining when its interest in the REMIC      
Pool terminates, and if it holds such Residual Certificate as a capital asset   
under Code Section 1221, then it will recognize a capital loss at that time in  
the amount of such remaining adjusted basis.                                    

Any gain on the sale of a Residual Certificate will be treated as ordinary  
income (i) if a Residual Certificate is held as part of a "conversion           
transaction" as defined in Code Section 1258(c), up to the amount of interest   
that would have accrued on the Residual Certificateholder's net investment in   
the conversion transaction at 120% of the appropriate applicable Federal rate   
in effect at the time the taxpayer entered into the transaction minus any       
amount previously treated as ordinary income with respect to any prior          
disposition of property that was held as a part of such transaction or (ii) in  
the case of a non-corporate taxpayer, to the extent such taxpayer has made an   
election under Code Section 163(d)(4) to have net capital gains taxed as        
investment income at ordinary income rates. In addition, gain or loss           
recognized from the sale of a Residual Certificate by certain banks or thrift   
institutions will be treated as ordinary income or loss pursuant to Code        
Section 582(c).                                                                 

The Conference Committee Report to the 1986 Act provides that, except as    
provided in Treasury regulations yet to be issued, the wash sale rules of Code  
Section 1091 will apply to dispositions of Residual Certificates                

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where the seller of the Residual Certificate, during the period beginning six   
months before the sale or disposition of the Residual Certificate and ending    
six months after such sale or disposition, acquires (or enters into any other   
transaction that results in the application of Code Section 1091) any residual  
interest in any REMIC or any interest in a "taxable mortgage pool" (such as a   
non-REMIC owner trust) that is economically comparable to a Residual            
Certificate.                                                                    

Mark to Market Regulations                                                    

The Internal Revenue Service has issued final regulations (the "Mark to     
Market Regulations") under Code Section 475 relating to the requirement that a  
securities dealer mark to market securities held for sale to customers. This    
mark-to-market requirement applies to all securities of a dealer, except to     
the extent that the dealer has specifically identified a security as held for   
investment. The Mark to Market Regulations provide that, for purposes of this   
mark-to-market requirement, a Residual Certificate is not treated as a          
security and thus may not be marked to market. The Mark to Market Regulations   
apply to all Residual Certificates acquired on or after January 4, 1995.        

Taxes That May Be Imposed on the REMIC Pool                                     

Prohibited Transactions                                                       

Income from certain transactions by the REMIC Pool, called prohibited       
transactions, will not be part of the calculation of income or loss includible  
in the federal income tax returns of Residual Holders, but rather will be       
taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions        
generally include (i) the disposition of a qualified mortgage other than for    
(a) substitution within two years of the Startup Day for a defective            
(including a defaulted) obligation (or repurchase in lieu of substitution of a  
defective (including a defaulted) obligation at any time) or for any qualified  
mortgage within three months of the Startup Day, (b) foreclosure, default, or   
imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the   
REMIC Pool, or (d) a qualified (complete) liquidation, (ii) the receipt of      
income from assets that are not the type of mortgages or investments that the   
REMIC Pool is permitted to hold, (iii) the receipt of compensation for          
services, or (iv) the receipt of gain from disposition of cash flow             
investments other than pursuant to a qualified liquidation. Notwithstanding     
(i) and (iv) of the preceding sentence, it is not a prohibited transaction to   
sell REMIC Pool property to prevent a default on Regular Certificates as a      
result of a default on qualified mortgages or to facilitate a clean-up call     
(generally, an optional prepayment of the remaining principal balance of a      
Class of Regular Certificates to save administrative costs when no more than a  
small percentage of the Certificates is outstanding). The REMIC Regulations     
indicate that the modification of a qualified mortgage generally will not be    
treated as a disposition if it is occasioned by a default or reasonably         
foreseeable default, an assumption of the Mortgage Loan, the waiver of a due-   
on-sale or due-on-encumbrance clause, or the conversion of an interest rate by  
a mortgagor pursuant to the terms of a convertible adjustable rate Mortgage     
Loan.                                                                           

Contributions to the REMIC Pool After the Startup Day                         

In general, the REMIC Pool will be subject to a tax at a 100% rate on the   
value of any property contributed to the REMIC Pool after the Startup Day.      
Exceptions are provided for cash contributions to the REMIC Pool (i) during     
the three months following the Startup Day, (ii) made to a qualified reserve    
fund by a Residual Holder, (iii) in the nature of a guarantee, (iv) made to     
facilitate a qualified liquidation or clean-up call, and (v) as otherwise       
permitted in Treasury regulations yet to be issued. It is not anticipated that  
there will be any contributions to the REMIC Pool after the Startup Day.        

Net Income from Foreclosure Property                                          

The REMIC Pool will 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. Generally,  
property acquired by deed in lieu of foreclosure would be treated as            
"foreclosure property" for a period not                                         

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exceeding the close of the third calendar year after the year in which the      
REMIC Pool acquired such property, with a possible extension. Net income from   
foreclosure property generally means gain from the sale of a foreclosure        
property that is inventory property and gross income from foreclosure property  
other than qualifying rents and other qualifying income for a real estate       
investment trust. It is not anticipated that the REMIC Pool will have any       
taxable net income from foreclosure property.                                   

Liquidation of the REMIC Pool                                                   

If a REMIC Pool 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 Pool'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 Pool will not be subject to the prohibited    
transaction rules on the sale of its assets, provided that the REMIC Pool       
credits or distributes in liquidation all of the sale proceeds plus its cash    
(other than amounts retained to meet claims) to holders of Regular              
Certificates and Residual Holders within the 90-day period.                     

Administrative Matters                                                          

The REMIC Pool will be required to maintain its books on a calendar year    
basis and to file federal income tax returns for federal income tax purposes    
in a manner similar to a partnership. The form for such income tax return is    
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The  
Trustee will be required to sign the REMIC Pool's returns. Treasury             
regulations provide that, except where there is a single Residual Holder for    
an entire taxable year, the REMIC Pool will be subject to the procedural and    
administrative rules of the Code applicable to partnerships, including the      
determination by the Internal Revenue Service of any adjustments to, among      
other things, items of REMIC income, gain, loss, deduction, or credit in a      
unified administrative proceeding. A Servicer or the Master Servicer will be    
obligated to act as "tax matters person," as defined in applicable Treasury     
regulations, with respect to the REMIC Pool, in its capacity as either          
Residual Holder or agent of the Residual Holders. If the Code or applicable     
Treasury regulations do not permit a Servicer or the Master Servicer, as        
applicable, to act as tax matters person in its capacity as agent of the        
Residual Holders, the Residual Holder chosen by the Residual Holders or such    
other person specified pursuant to Treasury regulations will be required to     
act as tax matters person.                                                      

Limitations on Deduction of Certain Expenses                                    

An investor who is an individual, estate, or trust will be subject to       
limitation with respect to certain itemized deductions described in Code        
Section 67, to the extent that such itemized deductions, in the aggregate, do   
not exceed 2% of the investor's adjusted gross income. In addition, Code        
Section 68 provides that itemized deductions otherwise allowable for a taxable  
year of an individual taxpayer will be reduced by the lesser of (i) 3% of the   
excess, if any, of adjusted gross income over $124,500 for 1998 ($62,250 in     
the case of a married individual filing a separate return) (subject to          
adjustment for inflation in subsequent years), or (ii) 80% of the amount of     
itemized deductions otherwise allowable for such year. In the case of a REMIC   
Pool, such deductions may include deductions under Code Section 212 for the     
Servicing Fee and all administrative and other expenses relating to the REMIC   
Pool, or any similar expenses allocated to the REMIC Pool with respect to a     
regular interest it holds in another REMIC. Such investors who hold REMIC       
Certificates either directly or indirectly through certain pass-through         
entities may have their pro rata share of such expenses allocated to them as    
additional gross income, but may be subject to such limitation on deductions.   
In addition, such expenses are not deductible at all for purposes of computing  
the alternative minimum tax, and may cause such investors to be subject to      
significant additional tax liability. Temporary Treasury regulations provide    
that the additional gross income and corresponding amount of expenses           
generally are to be allocated entirely to the holders of Residual Certificates  
in the case of a REMIC Pool that would not qualify as a fixed investment trust  
in the absence of a REMIC election. However, such additional gross income and   
limitation on deductions will apply to the allocable portion of such expenses   
to holders of Regular Certificates, as well as holders of Residual              
Certificates, where such Regular Certificates are issued in a manner that is    
similar to pass-through certificates in a fixed investment                      

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trust. Unless indicated otherwise in the applicable Prospectus Supplement, all  
such expenses will be allocable to the Residual Certificates. In general, such  
allocable portion will be determined based on the ratio that a REMIC            
Certificateholder's income, determined on a daily basis, bears to the income    
of all holders of Regular Certificates and Residual Certificates with respect   
to a REMIC Pool. As a result, individuals, estates or trusts holding REMIC      
Certificates (either directly or indirectly through a grantor trust,            
partnership, S corporation, REMIC or certain other pass-through entities        
described in the foregoing temporary Treasury regulations) may have taxable     
income in excess of the interest income at the pass-through rate on Regular     
Certificates that are issued in a single class or otherwise consistently with   
fixed investment trust status or in excess of cash distributions for the        
related period on Residual Certificates.                                        

Taxation of Certain Foreign Investors                                           

Regular Certificates                                                          

Interest, including original issue discount, distributable to Regular       
Certificateholders who are non-resident aliens, foreign corporations, or other  
Non-U.S. Persons (as defined below), will be considered "portfolio interest"    
and, therefore, generally will not be subject to 30% United States withholding  
tax, provided that such Non-U.S. Person (i) is not a "10-percent shareholder"   
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign         
corporation described in Code Section 881(c)(3)(C) and (ii) provides the        
Trustee, or the person who would otherwise be required to withhold tax from     
such distributions under Code Section 1441 or 1442, with an appropriate         
statement, signed under penalties of perjury, identifying the beneficial owner  
and stating, among other things, that the beneficial owner of the Regular       
Certificate is a Non-U.S. Person, and the Non-U.S. Person provides the          
Trustee, or the person who would otherwise be required to withhold tax from     
such distributions under Code Section 1441 or 1442, with the appropriate        
Internal Revenue Service form establishing the applicability of either of       
these two exemptions. If such statement, or any other required statement, is    
not provided, 30% withholding will apply unless reduced or eliminated pursuant  
to an applicable tax treaty or unless the interest on the Regular Certificate   
is effectively connected with the conduct of a trade or business within the     
United States by such Non-U.S. Person. In the latter case, such Non-U.S.        
Person will be subject to United States federal income tax at regular rates.    
Investors who are Non-U.S. Persons should consult their own tax advisors        
regarding the specific tax consequences to them of owning a Regular             
Certificate. The term "Non-U.S. Person" means any person who is not a U.S.      
Person.                                                                         

The Internal Revenue Service recently issued final regulations (the "New    
Regulations") which would provide alternative methods of satisfying the         
beneficial ownership certification requirement described above. The New         
Regulations are effective January 1, 2000, although valid withholding           
certificates that are held on December 31, 1999, remain valid until the         
earlier of December 31, 2000 or the due date of expiration of the certificate   
under the rules as currently in effect. The New Regulations would require, in   
the case of Regular Certificates held by a foreign partnership, that (x) the    
certification described above be provided by the partners rather than by the    
foreign partnership and (y) the partnership provide certain information,        
including a United States taxpayer identification number. A look-through rule   
would apply in the case of tiered partnerships. Non-U.S. Persons should         
consult their own tax advisors concerning the application of the certification  
requirements in the New Regulations.                                            

Residual Certificates                                                         

The Conference Committee Report to the 1986 Act indicates that amounts paid 
to Residual Holders who are Non-U.S. Persons generally should be treated as     
interest for purposes of the 30% (or lower treaty rate) United States           
withholding tax. Treasury regulations provide that amounts distributed to       
Residual Holders may qualify as "portfolio interest," subject to the            
conditions described in "Regular Certificates" above, but only to the extent    
that (i) the Mortgage Loans were issued after July 18, 1984 and (ii) the Trust  
Estate or segregated pool of assets therein (as to which a separate REMIC       
election will be made), to which the Residual Certificate relates, consists of  
obligations issued in "registered form" within the meaning of Code Section      
163(f)(1). Generally, Mortgage Loans will not be, but regular interests in      
another REMIC Pool will be, considered obligations issued in                    

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registered form. Furthermore, a Residual Holder will not be entitled to any     
exemption from the 30% withholding tax (or lower treaty rate) to the extent of  
that portion of REMIC taxable income that constitutes an "excess inclusion."    
See "--Taxation of Residual Certificates--Limitations on Offset or Exemption    
of REMIC Income." If the amounts paid to Residual Holders who are Non-U.S.      
Persons are effectively connected with the conduct of a trade or business       
within the United States by such Non-U.S. Persons, 30% (or lower treaty rate)   
withholding will not apply. Instead, the amounts paid to such Non-U.S. Persons  
will be subject to United States federal income tax at regular rates. If 30%    
(or lower treaty rate) withholding is applicable, such amounts generally will   
be taken into account for purposes of withholding only when paid or otherwise   
distributed (or when the Residual Certificate is disposed of) under rules       
similar to withholding upon disposition of debt instruments that have original  
issue discount. See "--Taxation of Residual Certificates--Tax-Related           
Restrictions on Transfer of Residual Certificates--Foreign Investors" above     
concerning the disregard of certain transfers having "tax avoidance             
potential." Investors who are Non-U.S. Persons should consult their own tax     
advisors regarding the specific tax consequences to them of owning Residual     
Certificates.                                                                   

Backup Withholding                                                              

Distributions made on the Regular Certificates, and proceeds from the sale  
of the Regular Certificates to or through certain brokers, may be subject to a  
"backup" withholding tax under Code Section 3406 of 31% on "reportable          
payments" (including interest distributions, original issue discount, and,      
under certain circumstances, principal distributions) unless the Regular        
Certificateholder complies with certain reporting and/or certification          
procedures, including the provision of its taxpayer identification number to    
the Trustee, its agent or the broker who effected the sale of the Regular       
Certificate, or such Certificateholder is otherwise an exempt recipient under   
applicable provisions of the Code. Any amounts to be withheld from              
distribution on the Regular Certificates would be refunded by the Internal      
Revenue Service or allowed as a credit against the Regular Certificateholder's  
federal income tax liability. The New Regulations change certain of the rules   
relating to certain presumptions currently available relating to information    
reporting and backup withholding. Non-U.S. Persons are urged to contact their   
own tax advisors regarding the application to them of backup withholding and    
information reporting.                                                          

Reporting Requirements                                                          

Reports of accrued interest, original issue discount and information        
necessary to compute the accrual of market discount will be made annually to    
the Internal Revenue Service and to individuals, estates, non-exempt and non-   
charitable trusts, and partnerships who are either holders of record of         
Regular Certificates or beneficial owners who own Regular Certificates through  
a broker or middleman as nominee. All brokers, nominees and all other non-      
exempt holders of record of Regular Certificates (including corporations, non-  
calendar year taxpayers, securities or commodities dealers, real estate         
investment trusts, investment companies, common trust funds, thrift             
institutions and charitable trusts) may request such information for any        
calendar quarter by telephone or in writing by contacting the person            
designated in Internal Revenue Service Publication 938 with respect to a        
particular Series of Regular Certificates. Holders through nominees must        
request such information from the nominee.                                      

The Internal Revenue Service's Form 1066 has an accompanying Schedule Q,    
Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net    
Loss Allocation. Treasury regulations require that Schedule Q be furnished by   
the REMIC Pool to each Residual Holder by the end of the month following the    
close of each calendar quarter (41 days after the end of a quarter under        
proposed Treasury regulations) in which the REMIC Pool is in existence.         

Treasury regulations require that, in addition to the foregoing             
requirements, information must be furnished quarterly to Residual Holders,      
furnished annually, if applicable, to holders of Regular Certificates, and      
filed annually with the Internal Revenue Service concerning Code Section 67     
expenses (see "Limitations on Deduction of Certain Expenses" above) allocable   
to such holders. Furthermore, under such regulations, information must be       
furnished quarterly to Residual Holders, furnished annually to holders of       
Regular                                                                         

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Certificates and filed annually with the Internal Revenue Service concerning    
the percentage of the REMIC Pool's assets meeting the qualified asset tests     
described above under "Status of REMIC Certificates."                           

Federal Income Tax Consequences for Certificates as to Which No REMIC Election  
Is Made 

General                                                                         

In the event that no election is made to treat a Trust Estate (or a         
segregated pool of assets therein) with respect to a Series of Certificates as  
a REMIC, the Trust Estate will be classified as a grantor trust under subpart   
E, Part 1 of subchapter J of the Code and not as an association taxable as a    
corporation or a "taxable mortgage pool" within the meaning of Code Section     
7701(i). Where there is no Fixed Retained Yield with respect to the Mortgage    
Loans underlying the Certificates of a Series, and where such Certificates are  
not designated as "Stripped Certificates," the holder of each such Certificate  
in such Series will be treated as the owner of a pro rata undivided interest    
in the ordinary income and corpus portions of the Trust Estate represented by   
its Certificate and will be considered the beneficial owner of a pro rata       
undivided interest in each of the Mortgage Loans, subject to the discussion     
below under "--Recharacterization of Servicing Fees." Accordingly, the holder   
of a Certificate of a particular Series will be required to report on its       
federal income tax return its pro rata share of the entire income from the      
Mortgage Loans represented by its Certificate, including interest at the        
coupon rate on such Mortgage Loans, original issue discount (if any),           
prepayment fees, assumption fees, and late payment charges received by the      
Servicer, in accordance with such Certificateholder's method of accounting. A   
Certificateholder generally will be able to deduct its share of the Servicing   
Fee and all administrative and other expenses of the Trust Estate in            
accordance with its method of accounting, provided that such amounts are        
reasonable compensation for services rendered to that Trust Estate. However,    
investors who are individuals, estates or trusts who own Certificates, either   
directly or indirectly through certain pass-through entities, will be subject   
to limitation with respect to certain itemized deductions described in Code     
Section 67, including deductions under Code Section 212 for the Servicing Fee   
and all such administrative and other expenses of the Trust Estate, to the      
extent that such deductions, in the aggregate, do not exceed two percent of an  
investor's adjusted gross income. In addition, Code Section 68 provides that    
itemized deductions otherwise allowable for a taxable year of an individual     
taxpayer will be reduced by the lesser of (i) 3% of the excess, if any, of      
adjusted gross income over $124,500 for 1998 ($62,250 in the case of a married  
individual filing a separate return) (in each case, as adjusted for inflation   
in subsequent years), or (ii) 80% of the amount of itemized deductions          
otherwise allowable for such year. As a result, such investors holding          
Certificates, directly or indirectly through a pass-through entity, may have    
aggregate taxable income in excess of the aggregate amount of cash received on  
such Certificates with respect to interest at the pass-through rate or as       
discount income on such Certificates. In addition, such expenses are not        
deductible at all for purposes of computing the alternative minimum tax, and    
may cause such investors to be subject to significant additional tax            
liability. Moreover, where there is Fixed Retained Yield with respect to the    
Mortgage Loans underlying a Series of Certificates or where the servicing fees  
are in excess of reasonable servicing compensation, the transaction will be     
subject to the application of the "stripped bond" and "stripped coupon" rules   
of the Code, as described below under "--Stripped Certificates" and "--         
Recharacterization of Servicing Fees," respectively.                            

Tax Status                                                                      

Cadwalader, Wickersham & Taft or Kennedy Covington Lobdell & Hickman, L.L.P.
has advised the Depositor that, except as described below with respect to       
Stripped Certificates:                                                          

(i) A Certificate owned by a "domestic building and loan association"   
within the meaning of Code Section 7701(a)(19) will be considered to        
represent "loans . . . secured by an interest in real property which is     
. . . residential real property" within the meaning of Code Section         
7701(a)(19)(C)(v), provided that the real property securing the Mortgage    
Loans represented by that Certificate is of the type described in such      
section of the Code.                                                        

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(ii) A Certificate owned by a real estate investment trust will be      
considered to represent "real estate assets" within the meaning of Code     
Section 856(c)(4)(A) to the extent that the assets of the related Trust     
Estate consist of qualified assets, and interest income on such assets will 
be considered "interest on obligations secured by mortgages on real         
property" to such extent within the meaning of Code Section 856(c)(3)(B).   

(iii) A Certificate owned by a REMIC will be considered to represent an 
"obligation (including any participation or certificate of beneficial       
ownership therein) which is principally secured by an interest in real      
property" within the meaning of Code Section 860G(a)(3)(A) to the extent    
that the assets of the related Trust Estate consist of "qualified           
mortgages" within the meaning of Code Section 860G(a)(3).                   

(iv) A Certificate owned by a financial asset securitization investment 
trust will be considered to represent "permitted assets" within the         
meanings of Section 860L(c) to the extent that the assets of the related    
Trust Estate consist of "debt instruments" within the meaning of Code       
Section 860L(c)(1)(B).                                                      

An issue arises as to whether Buy-Down Loans may be characterized in their  
entirety under the Code provisions cited in clauses 1 and 2 of the immediately  
preceding paragraph. There is indirect authority supporting treatment of an     
investment in a Buy-Down Loan as entirely secured by real property if the fair  
market value of the real property securing the loan exceeds the principal       
amount of the loan at the time of issuance or acquisition, as the case may be.  
There is no assurance that the treatment described above is proper.             
Accordingly, Certificateholders are urged to consult their own tax advisors     
concerning the effects of such arrangements on the characterization of such     
Certificateholder's investment for federal income tax purposes.                 

Premium and Discount                                                            

Certificateholders are advised to consult with their tax advisors as to the 
federal income tax treatment of premium and discount arising either upon        
initial acquisition of Certificates or thereafter.                              

Premium                                                                       

The treatment of premium incurred upon the purchase of a Certificate will be
determined generally as described above under "--Federal Income Tax             
Consequences for REMIC Certificates--Taxation of Residual Certificates--        
Treatment of Certain Items of REMIC Income and Expense--Premium."               

Original Issue Discount                                                       

The original issue discount 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 original issue discount 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 original issue discount could arise by the charging of    
points by the originator of the mortgages 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. See "--Stripped Certificates" below regarding original issue discount    
on Stripped Certificates.                                                       

Original issue discount generally must be reported as ordinary gross income 
as it accrues under a constant interest method that takes into account the      
compounding of interest, in advance of the cash attributable to such income.    
Unless indicated otherwise in the applicable Prospectus Supplement, no          
prepayment assumption will be assumed for purposes of such accrual. However,    
Code Section 1272 provides for a reduction in the amount of original issue      
discount includible in the income of a holder of an obligation that acquires    
the obligation after its initial issuance at a price greater than the sum of    
the original issue price and the previously accrued original issue discount,    
less prior payments of principal. Accordingly, if such Mortgage Loans acquired  
by a                                                                            

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Certificateholder are purchased at a price equal to the then unpaid principal   
amount of such Mortgage Loans, no original issue discount attributable to the   
difference between the issue price and the original principal amount of such    
Mortgage Loans (i.e., points) will be includible by such holder.                

Market Discount                                                               

Certificateholders also will be subject to the market discount rules to the 
extent that the conditions for application of those sections are met. Market    
discount on the Mortgage Loans will be determined and will be reported as       
ordinary income generally in the manner described above under "--Federal        
Income Tax Consequences for REMIC Certificates--Taxation of Regular             
Certificates--Market Discount," except that the ratable accrual methods         
described therein will not apply. Rather, the holder will accrue market         
discount pro rata over the life of the Mortgage Loans, unless the constant      
yield method is elected. Unless indicated otherwise in the applicable           
Prospectus Supplement, no prepayment assumption will be assumed for purposes    
of such accrual.                                                                

Recharacterization of Servicing Fees                                            

If the servicing fees paid to a Servicer were deemed to exceed reasonable   
servicing compensation, the amount of such excess would represent neither       
income nor a deduction to Certificateholders. In this regard, there are no      
authoritative guidelines for federal income tax purposes as to either the       
maximum amount of servicing compensation that may be considered reasonable in   
the context of this or similar transactions or whether, in the case of the      
Certificate, the reasonableness of servicing compensation should be determined  
on a weighted average or loan-by-loan basis. If a loan-by-loan basis is         
appropriate, the likelihood that such amount would exceed reasonable servicing  
compensation as to some of the Mortgage Loans would be increased. Internal      
Revenue Service guidance indicates that a servicing fee in excess of            
reasonable compensation ("excess servicing") will cause the Mortgage Loans to   
be treated under the "stripped bond" rules. Such guidance provides safe         
harbors for servicing deemed to be reasonable and requires taxpayers to         
demonstrate that the value of servicing fees in excess of such amounts is not   
greater than the value of the services provided.                                

Accordingly, if the Internal Revenue Service's approach is upheld, a        
Servicer who receives a servicing fee in excess of such amounts would be        
viewed as retaining an ownership interest in a portion of the interest          
payments on the Mortgage Loans. Under the rules of Code Section 1286, the       
separation of ownership of the right to receive some or all of the interest     
payments on an obligation from the right to receive some or all of the          
principal payments on the obligation would result in treatment of such          
Mortgage Loans as "stripped coupons" and "stripped bonds." Subject to the de    
minimis rule discussed below under "--Stripped Certificates," each stripped     
bond or stripped coupon could be considered for this purpose as a non-interest  
bearing obligation issued on the date of issue of the Certificates, and the     
original issue discount rules of the Code would apply to the holder thereof.    
While Certificateholders would still be treated as owners of beneficial         
interests in a grantor trust for federal income tax purposes, the corpus of     
such trust could be viewed as excluding the portion of the Mortgage Loans the   
ownership of which is attributed to the Servicer, or as including such portion  
as a second class of equitable interest. Applicable Treasury regulations treat  
such an arrangement as a fixed investment trust, since the multiple classes of  
trust interests should be treated as merely facilitating direct investments in  
the trust assets and the existence of multiple classes of ownership interests   
is incidental to that purpose. In general, such a recharacterization should     
not have any significant effect upon the timing or amount of income reported    
by a Certificateholder, except that the income reported by a cash method        
holder may be slightly accelerated. See "--Stripped Certificates" below for a   
further description of the federal income tax treatment of stripped bonds and   
stripped coupons.                                                               

Sale or Exchange of Certificates                                                

Upon sale or exchange of a Certificate, a Certificateholder will recognize  
gain or loss equal to the difference between the amount realized on the sale    
and its aggregate adjusted basis in the Mortgage Loans and other assets         
represented by the Certificate. In general, the aggregate adjusted basis will   
equal the Certificateholder's cost for the Certificate, increased by the        
amount of any income previously reported with respect to the Certificate and    

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decreased by the amount of any losses previously reported with respect to the   
Certificate and the amount of any distributions received thereon. Except as     
provided above with respect to market discount on any Mortgage Loans, and       
except for certain financial institutions subject to the provisions of Code     
Section 582(c), any such gain or loss generally would be capital gain or loss   
if the Certificate was held as a capital asset. However, gain on the sale of a  
Certificate will be treated as ordinary income (i) if a Certificate is held as  
part of a "conversion transaction" as defined in Code Section 1258(c), up to    
the amount of interest that would have accrued on the Certificateholder's net   
investment in the conversion transaction at 120% of the appropriate applicable  
Federal rate in effect at the time the taxpayer entered into the transaction    
minus any amount previously treated as ordinary income with respect to any      
prior disposition of property that was held as a part of such transaction or    
(ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has   
made an election under Code Section 163(d)(4) to have net capital gains taxed   
as investment income at ordinary income rates. Long-term capital gains of       
certain noncorporate taxpayers generally are subject to a lower maximum tax     
rate (20%) than ordinary income or short-term capital gains of such taxpayers   
(39.6%) for property held more than one year. The maximum tax rate for          
corporations is the same with respect to both ordinary income and capital       
gains.                                                                          

Stripped Certificates                                                           

General                                                                       

Pursuant to Code Section 1286, the separation of ownership of the right to  
receive some or all of the principal payments on an obligation from ownership   
of the right to receive some or all of the interest payments results in the     
creation of "stripped bonds" with respect to principal payments and "stripped   
coupons" with respect to interest payments. For purposes of this discussion,    
Certificates that are subject to those rules will be referred to as "Stripped   
Certificates." The Certificates will be subject to those rules if (i) the       
Depositor or any of its affiliates retains (for its own account or for          
purposes of resale), in the form of Fixed Retained Yield or otherwise, an       
ownership interest in a portion of the payments on the Mortgage Loans, (ii)     
the Depositor or any of its affiliates is treated as having an ownership        
interest in the Mortgage Loans to the extent it is paid (or retains) servicing  
compensation in an amount greater than reasonable consideration for servicing   
the Mortgage Loans (see "--Recharacterization of Servicing Fees" above), and    
(iii) a Class of Certificates issued in two or more Classes or subclasses       
representing the right to non-pro-rata percentages of the interest and          
principal payments on the Mortgage Loans.                                       

In general, a holder of a Stripped Certificate will be considered to own    
"stripped bonds" with respect to its pro rata share of all or a portion of the  
principal payments on each Mortgage Loan and/or "stripped coupons" with         
respect to its pro rata share of all or a portion of the interest payments on   
each Mortgage Loan, including the Stripped Certificate's allocable share of     
the servicing fees paid to a Servicer, to the extent that such fees represent   
reasonable compensation for services rendered. See the discussion above under   
"--Recharacterization of Servicing Fees." Although not free from doubt, for     
purposes of reporting to Stripped Certificateholders, the servicing fees will   
be allocated to the Stripped Certificates in proportion to the respective       
entitlements to distributions of each Class of Stripped Certificates for the    
related period or periods. The holder of a Stripped Certificate generally will  
be entitled to a deduction each year in respect of the servicing fees, as       
described above under "Federal Income Tax Consequences for Certificates as to   
Which No REMIC Election Is Made--General," subject to the limitation described  
therein.                                                                        

Code Section 1286 treats a stripped bond or a stripped coupon generally as  
an obligation issued at an original issue discount on the date that such        
stripped interest is purchased. Although the treatment of Stripped              
Certificates for federal income tax purposes is not clear in certain respects   
at this time, particularly where such Stripped Certificates are issued with     
respect to a Mortgage Pool containing variable-rate Mortgage Loans, the Seller  
has been advised by counsel that (i) the Trust Estate will be treated as a      
grantor trust under subpart E, Part I of subchapter J of the Code and not as    
an association taxable as a corporation or a "taxable mortgage pool" within     
the meaning of Code Section 7701(i), and (ii) each Stripped Certificate should  
be treated as a single installment obligation for purposes of calculating       
original issue discount and gain or loss on disposition. This treatment is      
based on the interrelationship of Code Section 1286, Code Sections 1272         
through 1275, and the                                                           

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OID Regulations. Although it is possible that computations with respect to      
Stripped Certificates could be made in one of the ways described below under    
"--Taxation of Stripped Certificates--Possible Alternative Characterizations,"  
the OID Regulations state, in general, that two or more debt instruments        
issued by a single issuer to a single investor in a single transaction should   
be treated as a single debt instrument. Accordingly, for OID purposes, all      
payments on any Stripped Certificates should be aggregated and treated as       
though they were made on a single debt instrument. The Pooling and Servicing    
Agreement will require that the Trustee make and report all computations        
described below using this aggregate approach, unless substantial legal         
authority requires otherwise.                                                   

Furthermore, Treasury regulations issued December 28, 1992 provide for      
treatment of a Stripped Certificate as a single debt instrument issued on the   
date it is purchased for purposes of calculating any original issue discount.   
In addition, under these regulations, a Stripped Certificate that represents a  
right to payments of both interest and principal may be viewed either as        
issued with original issue discount or market discount (as described below),    
at a de minimis original issue discount, or, presumably, at a premium. This     
treatment indicates that the interest component of such a Stripped Certificate  
would be treated as qualified stated interest under the OID Regulations,        
assuming it is not an interest-only or super-premium Stripped Certificate.      
Further, these final regulations provide that the purchaser of such a Stripped  
Certificate will be required to account for any discount as market discount     
rather than original issue discount if either (i) the initial discount with     
respect to the Stripped Certificate was treated as zero under the de minimis    
rule, or (ii) no more than 100 basis points in excess of reasonable servicing   
is stripped off the related Mortgage Loans. Any such market discount would be   
reportable as described above under "Federal Income Tax Consequences for REMIC  
Certificates--Taxation of Regular Certificates--Market Discount," without       
regard to the de minimis rule therein, assuming that a prepayment assumption    
is employed in such computation.                                                

Status of Stripped Certificates                                               

No specific legal authority exists as to whether the character of the       
Stripped Certificates, for federal income tax purposes, will be the same as     
that of the Mortgage Loans. Although the issue is not free from doubt, counsel  
has advised the Seller that Stripped Certificates owned by applicable holders   
should be considered to represent "real estate assets" within the meaning of    
Code Section 856(c)(4)(A), "obligation[s] . . . principally secured by an       
interest in real property" within the meaning of Code Section 860G(a)(3)(A),    
and "loans . . . secured by an interest in real property" within the meaning    
of Code Section 7701(a)(19)(C)(v), and interest (including original issue       
discount) income attributable to Stripped 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 Mortgage Loans and interest on such Mortgage Loans qualify for such         
treatment. The application of such Code provisions to Buy-Down Loans is         
uncertain. See "--Tax Status" above.                                            

Taxation of Stripped Certificates                                             

Original Issue Discount.  Except as described above under "--General," each 
Stripped Certificate will be considered to have been issued at an original      
issue discount for Federal income tax purposes. Original issue discount with    
respect to a Stripped Certificate must be included in ordinary income as it     
accrues, in accordance with a constant interest method that takes into account  
the compounding of interest, which may be prior to the receipt of the cash      
attributable to such income. Based in part on the OID Regulations and the       
amendments to the original issue discount sections of the Code made by the      
1986 Act, the amount of original issue discount required to be included in the  
income of a holder of a Stripped Certificate (referred to in this discussion    
as a "Stripped Certificateholder") in any taxable year likely will be computed  
generally as described above under " Federal Income Tax Consequences for REMIC  
Certificates--Taxation of Regular Certificates--Original Issue Discount" and    
"--Variable Rate Regular Certificates." However, with the apparent exception    
of a Stripped Certificate qualifying as a market discount obligation as         
described above under "--General," the issue price of a Stripped Certificate    
will be the purchase price paid by each holder thereof, and the stated          
redemption price at maturity will include the aggregate amount of the payments  
to be made on the Stripped Certificate to such Stripped Certificateholder,      
presumably under the Prepayment Assumption, other than qualified stated         
interest.                                                                       

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If the Mortgage Loans prepay at a rate either faster or slower than that    
under the Prepayment Assumption, a Stripped Certificateholder's recognition of  
original issue discount will be either accelerated or decelerated and the       
amount of such original issue discount will be either increased or decreased    
depending on the relative interests in principal and interest on each Mortgage  
Loan represented by such Stripped Certificateholder's Stripped Certificate.     
While the matter is not free from doubt, the holder of a Stripped Certificate   
should be entitled in the year that it becomes certain (assuming no further     
prepayments) that the holder will not recover a portion of its adjusted basis   
in such Stripped Certificate to recognize a loss (which may be a capital loss)  
equal to such portion of unrecoverable basis.                                   

As an alternative to the method described above, the fact that some or all  
of the interest payments with respect to the Stripped Certificates will not be  
made if the Mortgage Loans are prepaid could lead to the interpretation that    
such interest payments are "contingent" within the meaning of the OID           
Regulations. The OID Regulations, as they relate to the treatment of            
contingent interest, are by their terms not applicable to prepayable            
securities such as the Stripped Certificates. However, if final regulations     
dealing with contingent interest with respect to the Stripped Certificates      
apply the same principles as the OID Regulations, such regulations may lead to  
different timing of income inclusion than would be the case under the OID       
Regulations for non-contingent debt instruments. Furthermore, application of    
such principles could lead to the characterization of gain on the sale of       
contingent interest Stripped Certificates as ordinary income. Investors should  
consult their tax advisors regarding the appropriate tax treatment of Stripped  
Certificates.                                                                   

Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped   
Certificate prior to its maturity will result in gain or loss equal to the      
difference, if any, between the amount received and the Stripped                
Certificateholder's adjusted basis in such Stripped Certificate, as described   
above under "--Federal Income Tax Consequences for REMIC Certificates--         
Taxation of Regular Certificates--Sale or Exchange of Regular Certificates."    
To the extent that a subsequent purchaser's purchase price is exceeded by the   
remaining payments on the Stripped Certificates, such subsequent purchaser      
will be required for federal income tax purposes to accrue and report such      
excess as if it were original issue discount in the manner described above. It  
is not clear for this purpose whether the assumed prepayment rate that is to    
be used in the case of a Stripped Certificateholder other than an original      
Stripped Certificateholder should be the Prepayment Assumption or a new rate    
based on the circumstances at the date of subsequent purchase.                  

Purchase of More Than One Class of Stripped Certificates. When an investor  
purchases more than one Class of Stripped Certificates, it is currently         
unclear whether for federal income tax purposes such Classes of Stripped        
Certificates should be treated separately or aggregated for purposes of the     
rules described above.                                                          

Possible Alternative Characterizations. The characterizations of the        
Stripped Certificates discussed above are not the only possible                 
interpretations of the applicable Code provisions. For example, the Stripped    
Certificateholder may be treated as the owner of (i) one installment            
obligation consisting of such Stripped Certificate's pro rata share of the      
payments attributable to principal on each Mortgage Loan and a second           
installment obligation consisting of such Stripped Certificate's pro rata       
share of the payments attributable to interest on each Mortgage Loan, (ii) as   
many stripped bonds or stripped coupons as there are scheduled payments of      
principal and/or interest on each Mortgage Loan, or (iii) a separate            
installment obligation for each Mortgage Loan, representing the Stripped        
Certificate's pro rata share of payments of principal and/or interest to be     
made with respect thereto. Alternatively, the holder of one or more Classes of  
Stripped Certificates may be treated as the owner of a pro rata fractional      
undivided interest in each Mortgage Loan to the extent that such Stripped       
Certificate, or Classes of Stripped Certificates in the aggregate, represent    
the same pro rata portion of principal and interest on each such Mortgage       
Loan, and a stripped bond or stripped coupon (as the case may be), treated as   
an installment obligation or contingent payment obligation, as to the           
remainder. Final regulations issued on December 28, 1992 regarding original     
issue discount on stripped obligations make the foregoing interpretations less  
likely to be applicable. The preamble to those regulations states that they     
are premised on the assumption that an aggregation approach is appropriate for  
determining whether original issue discount on a stripped bond or stripped      
coupon is de minimis, and solicits comments on appropriate rules for            
aggregating stripped bonds and stripped coupons under Code Section 1286.        

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Because of these possible varying characterizations of Stripped Certificates
and the resultant differing treatment of income recognition, Stripped           
Certificateholders are urged to consult their own tax advisors regarding the    
proper treatment of Stripped Certificates for federal income tax purposes.      

Reporting Requirements and Backup Withholding                                   

The Trustee will furnish, within a reasonable time after the end of each    
calendar year, to each Certificateholder or Stripped Certificateholder at any   
time during such year, such information (prepared on the basis described        
above) as is necessary to enable such Certificateholders to prepare their       
federal income tax returns. Such information will include the amount of         
original issue discount accrued on Certificates held by persons other than      
Certificateholders exempted from the reporting requirements. The amount         
required to be reported by the Trustee may not be equal to the proper amount    
of original issue discount required to be reported as taxable income by a       
Certificateholder, other than an original Certificateholder that purchased at   
the issue price. In particular, in the case of Stripped Certificates, unless    
provided otherwise in the applicable Prospectus Supplement, such reporting      
will be based upon a representative initial offering price of each Class of     
Stripped Certificates. The Trustee will also file such original issue discount  
information with the Internal Revenue Service. If a Certificateholder fails to  
supply an accurate taxpayer identification number or if the Secretary of the    
Treasury determines that a Certificateholder has not reported all interest and  
dividend income required to be shown on his federal income tax return, 31%      
backup withholding may be required in respect of any reportable payments, as    
described above under "--Federal Income Tax Consequences for REMIC              
Certificates--Backup Withholding."                                              

Taxation of Certain Foreign Investors                                           

To the extent that a Certificate evidences ownership in Mortgage Loans that 
are issued on or before July 18, 1984, interest or original issue discount      
paid by the person required to withhold tax under Code Section 1441 or 1442 to  
nonresident aliens, foreign corporations, or other non-U.S. persons ("foreign   
persons") generally will be subject to 30% United States withholding tax, or    
such lower rate as may be provided for interest by an applicable tax treaty.    
Accrued original issue discount recognized by the Certificateholder on the      
sale or exchange of such a Certificate also will be subject to federal income   
tax at the same rate.                                                           

Treasury regulations provide that interest or original issue discount paid  
by the Trustee or other withholding agent to a foreign person evidencing        
ownership interest in Mortgage Loans issued after July 18, 1984 will be         
"portfolio interest" and will be treated in the manner, and such persons will   
be subject to the same certification requirements, described above under "--    
Federal Income Tax Consequences for REMIC Certificates--Taxation of Certain     
Foreign Investors--Regular Certificates."                                       

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ERISA CONSIDERATIONS  

General                                                                         

The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),  
and Section 4975 of the Code impose certain requirements on those employee      
benefit plans and arrangements to which they apply and on those persons who     
are fiduciaries with respect to such employee benefit plans and arrangements.   
The following is a general discussion of such requirements, and certain         
applicable exceptions to and administrative exemptions from such requirements.  
For purposes of this discussion, employee benefit plans and arrangements to     
which both ERISA and the Code apply are referred to as "ERISA Plans." An        
individual retirement account established under Code Section 408 (an "IRA") is  
an ERISA Plan if the IRA is endorsed by or contributed to by the IRA            
participant's employer or employee organization. Other IRAs, as well as         
certain employee benefit plans covering only self-employed individuals          
(collectively, "Non-ERISA Plans"), are not considered ERISA Plans, but such     
Non-ERISA Plans are subject to ERISA-like requirements as well as the           
prohibited transaction provisions of the Code. Employee benefit plans that are  
governmental plans (as defined in Section 3(32) of ERISA) and certain church    
plans (as defined in Section 3(33) of ERISA) (collectively, "Exempt Plans")     
are exempt from the provisions of Title I of ERISA and the prohibited           
transaction provisions of the Code. Accordingly, Exempt Plans also are not      
considered ERISA Plans, but such Exempt Plans may be subject to the provisions  
and special requirements of other applicable federal, state and local law.      
Exempt Plans, ERISA Plans and Non-ERISA Plans are collectively referred to as   
"Benefit Plans."                                                                

Before purchasing any Certificates, an ERISA Plan fiduciary should consult  
with its counsel and determine whether there exists any prohibition to such     
purchase under the requirements of ERISA or the Code, whether prohibited        
transaction exemptions such as PTE 83-1 or any individual administrative        
exemption (as described below) applies, including whether the appropriate       
conditions set forth therein would be met, or whether any statutory prohibited  
transaction exemption is applicable, and further should consult the applicable  
Prospectus Supplement relating to such Series of Certificates.                  

Certain Requirements Under ERISA and the Code                                   

General                                                                       

In accordance with ERISA's general fiduciary standards, before investing in 
a Certificate, an ERISA Plan fiduciary should determine whether to do so is     
permitted under the governing ERISA Plan instruments and is appropriate for     
the ERISA Plan in view of its overall investment policy and the composition     
and diversification of its portfolio. An ERISA Plan fiduciary should            
especially consider the ERISA requirement of investment prudence and the        
sensitivity of the return on the Certificates to the rate of principal          
repayments (including prepayments) on the Mortgage Loans, as discussed in       
"Prepayment and Yield Considerations" herein.                                   

Parties in Interest/Disqualified Persons                                      

Other provisions of ERISA (and corresponding provisions of the Code)        
prohibit certain transactions involving the assets of an ERISA Plan and         
persons who have certain specified relationships to the ERISA Plan (so-called   
"parties in interest" within the meaning of ERISA or "disqualified persons"     
within the meaning of the Code). The Depositor, the Master Servicer, any        
Servicer or the Trustee or certain affiliates thereof might be considered or    
might become "parties in interest" or "disqualified persons" with respect to    
an ERISA Plan. If so, the acquisition or holding of Certificates by or on       
behalf of such ERISA Plan could be considered to give rise to a "prohibited     
transaction" within the meaning of ERISA and the Code unless an administrative  
exemption described below or some other exemption is available.                 

Special caution should be exercised before the assets of an ERISA Plan      
(including assets that may be held in an insurance company's separate or        
general accounts where assets in such accounts may be deemed plan assets for    
purposes of ERISA) are used to purchase a Certificate if, with respect to such  
assets, the Depositor, any Servicer, the Master Servicer or the Trustee or an   
affiliate thereof either: (a) has investment discretion with                    

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respect to the investment of such assets of such ERISA Plan; or (b) has         
authority or responsibility to give, or regularly gives, investment advice      
with respect to such assets 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 the ERISA Plan.                              

Delegation of Fiduciary Duty                                                  

Further, if the assets included in a Trust Estate were deemed to constitute 
assets of an ERISA Plan, it is possible that an ERISA Plan's investment in the  
Certificates might be deemed to constitute a delegation, under ERISA, of the    
duty to manage plan assets by the fiduciary deciding to invest in the           
Certificates, and certain transactions involved in the operation of the Trust   
Estate might be deemed to constitute prohibited transactions under ERISA and    
the Code. Neither ERISA nor the Code define the term "plan assets."             

The U.S. Department of Labor (the "Department") has issued regulations (the 
"Regulations") concerning whether or not an ERISA Plan's assets would be        
deemed to include an interest in the underlying assets of an entity (such as a  
Trust Estate) for purposes of the reporting and disclosure and general          
fiduciary responsibility provisions of ERISA, as well as for the prohibited     
transaction provisions of ERISA and the Code, if the ERISA Plan acquires an     
"equity interest" (such as a Certificate) in such an entity.                    

Certain exceptions are provided in the Regulations whereby an investing     
ERISA Plan's assets would be deemed merely to include its interest in the       
Certificates instead of being deemed to include an interest in the assets of a  
Trust Estate. However, it cannot be predicted in advance nor can there be any   
continuing assurance whether such exceptions may be met, because of the         
factual nature of certain of the rules set forth in the Regulations. For        
example, one of the exceptions in the Regulations states that the underlying    
assets of an entity will not be considered "plan assets" if less than 25% of    
the value of all classes of equity interests are held by "benefit plan          
investors," which term is defined to include ERISA Plans, Non-ERISA Plans and   
Exempt Plans and any entity whose assets include "plan assets" by reason of     
benefit plan investments in such entity, but this exception is tested           
immediately after each acquisition of an equity interest in the entity whether  
upon initial issuance or in the secondary market.                               

Applicability to Non-ERISA Plans                                              

Since Non-ERISA Plans are subject to the prohibited transaction provisions  
of the Code, the discussion above with respect to "disqualified persons,"       
prohibited transactions, delegation of fiduciary duty and plan assets applies   
to Non-ERISA Plans as well as ERISA Plans. However, the administrative          
exemptions discussed below are not applicable to Non-ERISA Plans.               

Administrative Exemptions                                                       

Individual Administrative Exemptions.                                         

Several underwriters of mortgage-backed securities have applied for and     
obtained individual administrative prohibited transaction exemptions (each, an  
"Underwriter's Exemption") which are in some respects broader than Prohibited   
Transaction Class Exemption 83-1 (described below). Such exemptions can only    
apply to mortgage-backed securities which, among other conditions, are sold in  
an offering with respect to which such underwriter serves as the sole or a      
managing underwriter, or as a selling or placement agent. If such an            
Underwriter's Exemption might be applicable to a Series of Certificates, the    
applicable Prospectus Supplement will refer to such possibility.                

Among the conditions that must be satisfied for an Underwriter's Exemption  
to apply are the following:                                                     

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

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(2) The rights and interests evidenced by Certificates acquired by the  
ERISA Plan are not subordinated to the rights and interests evidenced by    
other Certificates of the Trust Estate.                                     

 (3) The Certificates acquired by the ERISA Plan have received a rating at
the time of such acquisition that is one of the three highest generic       
rating categories from either Standard & Poor's, a division of The McGraw-  
Hill Companies ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Duff & 
Phelps Credit Rating Co. ("DCR") or Fitch IBCA, Inc. ("Fitch").             

(4) The Trustee must not be an affiliate of any other member of the     
Restricted Group (as defined below).                                        

(5) The sum of all payments made to and retained by the underwriter in  
connection with the distribution of Certificates represents not more than   
reasonable compensation for underwriting the Certificates. The sum of all   
payments made to and retained by the Depositor pursuant to the assignment   
of the Mortgage Loans to the Trust Estate represents not more than the fair 
market value of such Mortgage Loans. The sum of all payments made to and    
retained by the Servicer (and any other servicer) represents not more than  
reasonable compensation for such person's services under the Pooling and    
Servicing Agreement and reimbursement of such person's reasonable expenses  
in connection therewith.                                                    

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

The Trust Estate must also meet the following requirements:                 

(i) the assets of the Trust Estate must consist solely of assets of the 
type that have been included in other investment pools in the marketplace;  

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

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

If the conditions to an Underwriter's Exemption are met, whether or not an  
ERISA Plan's assets would be deemed to include an ownership interest in the     
Mortgage Loans in a mortgage pool, the acquisition, holding and resale of the   
Certificates by ERISA Plans would be exempt from certain of the prohibited      
transaction provisions of ERISA and the Code.                                   

Moreover, an Underwriter's Exemption can provide relief from certain self-  
dealing/conflict of interest prohibited transactions that may occur if an       
ERISA Plan fiduciary causes an ERISA Plan to acquire and hold Certificates in   
a Trust Estate in which the fiduciary (or its affiliate) is an obligor on the   
Mortgage Loans held in the Trust Estate provided that, among other              
requirements: (i) in the case of an acquisition in connection with the initial  
issuance of Certificates, at least fifty percent of each class of Certificates  
in which ERISA Plans have invested is acquired by persons independent of the    
Restricted Group (as defined below) and at least fifty percent of the           
aggregate interest in the Trust Estate is acquired by persons independent of    
the Restricted Group; (ii) such fiduciary (or its affiliate) is an obligor      
with respect to five percent or less of the fair market value of the Mortgage   
Loans contained in the Trust Estate; (iii) the ERISA Plan's investment in       
Certificates of any Class does not exceed twenty-five percent of all of the     
Certificates of that Class outstanding at the time of the acquisition and (iv)  
immediately after the acquisition no more than twenty-five percent of the       
assets of the ERISA Plan with respect to which such person is a fiduciary are   
invested in Certificates representing an interest in one or more trusts         
containing assets sold or serviced by the same entity.                          

An Underwriter's Exemption does not apply to ERISA Plans sponsored by the   
Depositor, the underwriter specified in the applicable Prospectus Supplement,   
the Master Servicer, the Trustee, any Servicer, any insurer                     

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with respect to the Mortgage Loans, any obligor with respect to Mortgage Loans  
included in the Trust Estate constituting more than five percent of the         
aggregate unamortized principal balance of the assets in the Trust Estate, or   
any affiliate of such parties (the "Restricted Group").                         

PTE 83-1                                                                      

Prohibited Transaction Class Exemption 83-1 for Certain Transactions        
Involving Mortgage Pool Investment Trusts ("PTE 83-1") permits certain          
transactions involving the creation, maintenance and termination of certain     
residential mortgage pools and the acquisition and holding of certain           
residential mortgage pool pass-through certificates by ERISA Plans, whether or  
not the ERISA Plan's assets would be deemed to include an ownership interest    
in the mortgages in such mortgage pools, and whether or not such transactions   
would otherwise be prohibited under ERISA or the Code.                          

The term "mortgage pool pass-through certificate" is defined in PTE 83-1 as 
"a certificate representing a beneficial undivided fractional interest in a     
mortgage pool and entitling the holder of such a certificate to pass-through    
payment of principal and interest from the pooled mortgage loans, less any      
fees retained by the pool sponsor." It appears that, for purposes of PTE 83-1,  
the term "mortgage pool pass-through certificate" would include Certificates    
issued in a single Class or in multiple Classes that evidence the beneficial    
ownership of both a specified percentage of future interest payments (after     
permitted deductions) and a specified percentage of future principal payments   
on a Trust Estate.                                                              

However, it appears that PTE 83-1 does or might not apply to the purchase   
and holding of (a) Certificates that evidence the beneficial ownership only of  
a specified percentage of future interest payments (after permitted             
deductions) on a Trust Estate or only of a specified percentage of future       
principal payments on a Trust Estate, (b) Residual Certificates, (c)            
Certificates evidencing ownership interests in a Trust Estate which includes    
Mortgage Loans secured by multifamily residential properties or shares issued   
by cooperative housing corporations, or (d) Certificates which are              
subordinated to other Classes of Certificates of such Series. Accordingly,      
unless exemptive relief other than PTE 83-1 applies, Plans should not purchase  
any such Certificates.                                                          

PTE 83-1 sets forth "general conditions" and "specific conditions" to its   
applicability. Section II of PTE 83-1 sets forth the following general          
conditions to the application of the exemption: (i) the maintenance of a        
system of insurance or other protection for the pooled mortgage loans or the    
property securing such loans, and for indemnifying certificateholders against   
reductions in pass-through payments due to property damage or defaults in loan  
payments; (ii) the existence of a pool trustee who is not an affiliate of the   
pool sponsor; and (iii) a requirement that the sum of all payments made to and  
retained by the pool sponsor, and all funds inuring to the benefit of the pool  
sponsor as a result of the administration of the mortgage pool, must represent  
not more than adequate consideration for selling the mortgage loans plus        
reasonable compensation for services provided by the pool sponsor to the pool.  
The system of insurance or protection referred to in clause (i) above must      
provide such protection and indemnification up to an amount not less than the   
greater of one percent of the aggregate unpaid principal balance of the pooled  
mortgages or the unpaid principal balance of the largest mortgage in the pool.  
It should be noted that in promulgating PTE 83-1 (and a predecessor             
exemption), the Department did not have under its consideration interests in    
pools of the exact nature as some of the Certificates described herein.         

Non-ERISA Plans and Exempt Plans                                                

Although Non-ERISA Plans and Exempt Plans are not considered ERISA Plans for
purposes of the above discussion, Non-ERISA Plans are subject to the            
prohibited transaction provisions of the Code, and both Non-ERISA Plans and     
Exempt Plans may be subject to certain other ERISA-like requirements of         
applicable law. Therefore, before purchasing any Certificates by or on behalf   
of a Non-ERISA Plan or any Exempt Plan, the prospective purchaser should        
exercise special caution and should consult with its legal counsel concerning   
the propriety and implications of such investment under the Code or other       
applicable law.                                                                 

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Unrelated Business Taxable Income--Residual Certificates                        

The purchase of a Residual Certificate by an IRA or any employee benefit    
plan qualified under Code Section 401(a) and exempt from taxation under Code    
Section 501(a), including most varieties of Benefit Plans, may give rise to     
"unrelated business taxable income" as described in Code Sections 511 through   
515 and 860E. Further, prior to the purchase of Residual Certificates, a        
prospective transferee may be required to provide an affidavit to a transferor  
that it is not, nor is it purchasing a Residual Certificate on behalf of, a     
"Disqualified Organization," which term as defined above includes certain tax-  
exempt entities not subject to Code Section 511 such as certain governmental    
plans, as discussed above under the caption "Federal Income Tax Consequences--  
Federal Income Tax Consequences for REMIC Certificates--Taxation of Residual    
Certificates--Tax-Related Restrictions on Transfer of Residual Certificates--   
Disqualified Organizations." In addition, prior to the transfer of a Residual   
Certificate, the Trustee or the Depositor may require an opinion of counsel to  
the effect that the transferee is not a Disqualified Organization and that      
such transfer will not subject the Trustee, the Depositor, the Master Servicer  
or any Servicer to additional obligations imposed by ERISA or the Code.         

Due to the complexity of these rules and the penalties imposed upon persons 
involved in prohibited transactions, it is particularly important that          
potential investors who are acting on behalf of a Benefit Plan or any other     
employee benefit plan or arrangement consult with their counsel regarding the   
consequences under ERISA, the Code or other applicable law of their             
acquisition and ownership of Certificates.                                      

The sale of Certificates to a Benefit Plan or any other employee benefit    
plan or arrangement is in no respect a representation by the Depositor or the   
applicable underwriter that this investment meets all relevant legal            
requirements with respect to investments by employee benefit plans generally    
or any particular plan or arrangement, or that this investment is appropriate   
for employee benefit plans generally or any particular plan or arrangement.     

LEGAL INVESTMENT  

As will be specified in the applicable Prospectus Supplement, certain       
Classes of Certificates will constitute "mortgage related securities" for       
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended   
("SMMEA"), so long as (i) they are rated in one of the two highest rating       
categories by at least one Rating Agency and (ii) are part of a Series          
representing interests in a Trust Estate consisting of Mortgage Loans           
originated by certain types of originators specified in SMMEA and secured by    
first liens on real estate. As "mortgage related securities," such Classes      
will constitute legal investments for persons, trusts, corporations,            
partnerships, associations, business trusts and business entities (including    
but not limited to depository institutions, insurance companies and pension     
funds) created pursuant to or existing under the laws of the United States or   
of any state (including the District of Columbia and Puerto Rico) 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. Pursuant to SMMEA, a    
number of states enacted legislation, on or before the October 3, 1991 cut-off  
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. Accordingly, the investors affected by  
such legislation will be authorized to invest in the Certificates only to the   
extent provided in 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 in 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 mortgage related securities for their own account   
without regard to the limitations generally applicable to investment            
securities set forth in 12 U.S.C. (S) 24 (Seventh), subject in each case to     
such regulations as the applicable federal regulatory authority may prescribe.  
In this connection, the Office of the Comptroller of the Currency (the "OCC")   
has amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell   
for their own account, without limitation as to a percentage of the bank's      
capital and surplus (but subject to compliance with certain general standards   
concerning "safety and soundness" and retention of credit information in 12     
C.F.R. (S) 1.5), certain "Type IV securities," defined in 12 C.F.R. (S) 1.2(1)  
to include certain "residential mortgage-related securities." As so defined     
"residential                                                                    

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mortgage-related security" means, in relevant part, "mortgage related           
security" within the meaning of SMMEA. The National Credit Union                
Administration ("NCUA") has adopted rules, codified at 12 C.F.R. Part 703       
which permit federal credit unions to invest in "mortgage related securities"   
under certain limited circumstances, other than stripped mortgage related       
securities, residual interests in mortgage related securities and commercial    
mortgage related securities, unless the credit union has obtained written       
approval from the NCUA to participate in the "investment pilot program"         
described in 12 C.F.R. (S) 703.140. The OTS has issued Thrift Bulletin 13a      
(December 1, 1998), "Management of Interest Rate Risk, Investment Securities,   
and Derivative Activities," which thrift institutions subject to the            
jurisdiction of the OTS should consider before investing in any Certificates.   

All depository institutions considering an investment in the Certificates   
should review the "Supervisory Policy Statement on Investment Securities and    
End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal   
Financial Institutions Examination Council ("FFIEC"), which has been adopted    
by the Board of Governors of the Federal Reserve System, the Federal Deposit    
Insurance Corporation, the OCC and the OTS, effective May 26, 1998, and by the  
NCUA, effective October 1, 1998. The 1998 Policy Statement sets forth general   
guidelines which depository institutions must follow in managing risks          
(including market, credit, liquidity, operational (transaction), and legal      
risks) applicable to all securities (including mortgage pass-through            
securities and mortgage-derivative products) used for investment purposes.      

Institutions whose investment activities are subject to regulation by       
federal or state authorities should review rules, policies and guidelines       
adopted from time to time by such authorities before purchasing any of the      
Certificates, as certain Series or Classes (in particular, Certificates which   
are entitled solely or disproportionately to distributions of principal or      
interest) may be deemed unsuitable investments, or may otherwise be             
restricted, under such rules, policies or guidelines (in certain instances      
irrespective of SMMEA).                                                         

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,         
provisions which may restrict or prohibit investment in securities which are    
not "interest-bearing" or "income-paying," and, with regard to any              
Certificates issued in book-entry form, provisions which may restrict or        
prohibit investments in securities which are issued in book-entry form.         

Except as to the status of certain Classes of Certificates as "mortgage     
related securities," no representation is made as to the proper                 
characterization of the Certificates for legal investment purposes, financial   
institution regulatory purposes, or other purposes, or as to the ability of     
particular investors to purchase 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 Certificates) may adversely       
affect the liquidity of the Certificates.                                       

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 legal advisors in determining  
whether and to what extent the Certificates of any Class constitute legal       
investments or are subject to investment, capital or other restrictions and,    
if applicable, whether SMMEA has been overridden in any jurisdiction relevant   
to such investor.                                                               

PLAN OF DISTRIBUTION  

The Certificates are being offered hereby in Series through one or more of  
the methods described below. The applicable Prospectus Supplement for each      
Series will describe the method of offering being utilized for that Series and  
will state the public offering or purchase price of each Class of Certificates  
of such Series, or the method by which such price is to be determined, and the  
net proceeds to the Depositor from such sale.                                   

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The Certificates will be offered through the following methods from time to 
time and offerings may be made concurrently through more than one of these      
methods or an offering of a particular Series of Certificates may be made       
through a combination of two or more of these methods:                          

1. By negotiated firm commitment underwriting and public re-offering by 
underwriters specified in the applicable Prospectus Supplement;             

2. By placements by the Depositor with investors through dealers; and   

3. By direct placements by the Depositor with investors.                

If underwriters are used in a sale of any Certificates, such Certificates   
will be acquired by the underwriters for their own account and may be resold    
from time to time in one or more transactions, including negotiated             
transactions, at a fixed public offering price or at varying prices to be       
determined at the time of sale or at the time of commitment therefor. Firm      
commitment underwriting and public reoffering by underwriters may be done       
through underwriting syndicates or through one or more firms acting alone. The  
specific managing underwriter or underwriters, if any, with respect to the      
offer and sale of a particular Series of Certificates will be set forth on the  
cover of the Prospectus Supplement applicable to such Series and the members    
of the underwriting syndicate, if any, will be named in such Prospectus         
Supplement. The Prospectus Supplement will describe any discounts and           
commissions to be allowed or paid by the Depositor to the underwriters, any     
other items constituting underwriting compensation and any discounts and        
commissions to be allowed or paid to the dealers. The obligations of the        
underwriters will be subject to certain conditions precedent. The underwriters  
with respect to a sale of any Class of Certificates will be obligated to        
purchase all such Certificates if any are purchased. The Depositor, and, if     
specified in the applicable Prospectus Supplement, an affiliate of the          
Depositor, will indemnify the applicable underwriters against certain civil     
liabilities, including liabilities under the Securities Act.                    

NationsBanc Montgomery Securities LLC ("NationsBanc Montgomery") is an      
affiliate of the Depositor. This Prospectus may be used by NationsBanc          
Montgomery, to the extent required, in connection with market making            
transactions in Certificates. NationsBanc Montgomery may act as a principal or  
agent in such transactions.                                                     

The Prospectus Supplement with respect to any Series of Certificates 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 dealers and/or the Depositor and purchasers of Certificates of such         
Series.                                                                         

Purchasers of Certificates, including dealers, may, depending on the facts  
and circumstances of such purchases, be deemed to be "underwriters" within the  
meaning of the Securities Act in connection with reoffers and sales by them of  
Certificates. Certificateholders should consult with their legal advisors in    
this regard prior to any such reoffer or sale.                                  

If specified in the Prospectus Supplement relating to a Series of           
Certificates, the Depositor or any affiliate thereof may purchase some or all   
of one or more Classes of Certificates of such Series from the underwriter or   
underwriters at a price specified or described in such Prospectus Supplement.   
Such purchaser may thereafter from time to time offer and sell, pursuant to     
this Prospectus, some or all of such Certificates so purchased directly,        
through one or more underwriters to be designated at the time of the offering   
of such Certificates or through dealers acting as agent and/or principal. Such  
offering may be restricted in the matter specified in such Prospectus           
Supplement. Such transactions may be effected at market prices prevailing at    
the time of sale, at negotiated prices or at fixed prices. The underwriters     
and dealers participating in such purchaser's offering of such Certificates     
may receive compensation in the form of underwriting discounts or commissions   
from such purchaser and such dealers may receive commissions from the           
investors purchasing such Certificates for whom they may act as agent (which    
discounts or commissions will not exceed those customary in those types of      
transactions involved). Any dealer that participates in the distribution of     
such Certificates may be deemed to be an "underwriter" within the meaning of    
the Securities Act, and any commissions and discounts received by such dealer   
and any profit on the resale of such Certificates by such dealer might be       
deemed to be underwriting discounts and commissions under the Securities Act.   

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USE OF PROCEEDS 

The net proceeds from the sale of each Series of Certificates will be used  
by the Depositor for the purchase of the Mortgage Loans represented by the      
Certificates of such Series.                                                    

LEGAL MATTERS 

Certain legal matters, including the federal income tax consequences to     
Certificateholders of an investment in the Certificates of a Series, will be    
passed upon for the Depositor by Cadwalader, Wickersham & Taft, New York, New   
York or Kennedy Covington Lobdell & Hickman, L.L.P., Charlotte, North           
Carolina, as specified in the related Prospectus Supplement.                    

RATING  

It is a condition to the issuance of the Certificates of any Series offered 
pursuant to this Prospectus and a Prospectus Supplement that they be rated in   
one of the four highest categories by at least one Rating Agency.               

A securities 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 Agency. Each securities rating should be evaluated independently of any  
other rating.                                                                   

REPORTS TO CERTIFICATEHOLDERS 

The Trustee will prepare and forward to the Certificateholders of each      
Series statements containing information with respect to principal and          
interest payments and the related Trust Estate, as described herein and in the  
applicable Prospectus Supplement for such Series. No information contained in   
such reports will have been examined or reported upon by an independent public  
accountant. See "The Pooling and Servicing Agreement-- Reports to               
Certificateholders." In addition, each Servicer for each Series will furnish    
to the Trustee an annual statement from a firm of independent public            
accountants with respect to the examination of certain documents and records    
relating to a random sample of mortgage loans serviced by such Servicer         
pursuant to the related Underlying Servicing Agreement and/or other similar     
agreements. See "Servicing of the Mortgage Loans--Evidence as to Compliance."   
Copies of the statements provided to the Trustee will be furnished to           
Certificateholders of each Series upon request addressed to the Trustee.        

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

The SEC allows the Depositor to "incorporate by reference" information it   
files with the SEC, which means that the Depositor can disclose important       
information to you by referring you to those documents. The information         
incorporated by reference is considered to be part of this Prospectus.          
Information that the Depositor files later with the SEC will automatically      
update the information in this Prospectus. In all cases, you should rely on     
the later information rather than on any different information included in      
this Prospectus or the accompanying Prospectus Supplement. The Seller           
incorporates by reference any future annual, monthly and special SEC reports    
filed by or on behalf of the Trust until the termination of the offering of     
the Certificates.                                                               

As a recipient of this Prospectus, you may request a copy of any document   
the Depositor incorporates by reference, except exhibits to the documents       
(unless the exhibits are specifically incorporated by reference), at no cost,   
by writing or calling the Depositor at 345 Montgomery Street, Lower Level #2,   
Unit #8152, San Francisco, California 94104, Attention: Vice President,         
telephone number (415) 622-3676.                                                

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WHERE YOU CAN FIND MORE INFORMATION 

The Depositor filed a registration statement relating to the Certificates   
with the ("SEC" or the "Commission"). This Prospectus is part of the            
registration statement, but the Registration Statement includes additional      
information.                                                                    

Copies of the Registration Statement may be obtained from the Public        
Reference Section of the Commission, Washington, D.C. 20549 upon payment of     
the prescribed charges, or may be examined free of charge at the Commission's   
offices, 450 Fifth Street N.W., Washington, D.C. 20549 or at the regional       
offices of the Commission located at Suite 1300, 7 World Trade Center, New      
York, New York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street,  
Chicago, Illinois 60661-2511. The Commission also maintains a site on the       
World Wide Web at "http://www.sec.gov" at which you can view and download       
copies of reports, proxy and information statements and other information       
filed electronically through the Electronic Data Gathering, Analysis and        
Retrieval ("EDGAR") system. The Depositor has filed the Registration            
Statement, including all exhibits, through the EDGAR system and therefore such  
materials should be available by logging onto the Commission's Web site. The    
Commission maintains computer terminals providing access to the EDGAR system    
at each of the offices referred to above. Copies of any documents incorporated  
to this Prospectus by reference will be provided to each person to whom a       
Prospectus is delivered upon written or oral request directed to Bank of        
America Mortgage Securities, Inc., 345 Montgomery Street, Lower Level # 2,      
Unit #8152, San Francisco, California 94104, Attention: Vice President,         
telephone number (415) 622-3676.                                                

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INDEX OF SIGNIFICANT DEFINITIONS

PROSPECTUS
1                                                                               
1986 Act....................................................................  64
1998 Policy Statement.......................................................  93

A                                                                               
Accretion Directed Class....................................................  29
Accrual Certificates........................................................  26
Accrual Class...............................................................  30
Actuarial Mortgage Loan.....................................................  15
Additional Collateral.......................................................  18
Advances....................................................................  39
Asset Conservation Act......................................................  58

B                                                                               
Balloon Loans...............................................................  18
Balloon Period..............................................................  18
Bankruptcy Code.............................................................  55
Bankruptcy Commission.......................................................  56
Bankruptcy Loss.............................................................  27
Bankruptcy Loss Amount......................................................  28
Beneficial Owner............................................................  23
Benefit Plan................................................................  88
Book-Entry Certificates.....................................................   8
Buy-Down Fund...............................................................  18
Buy-Down Loans..............................................................  18

C                                                                               
Cash Flow Agreement.........................................................  33
Cede........................................................................  23
CERCLA......................................................................  57
Certificate Account.........................................................  37
Certificateholders..........................................................  22
Certificates................................................................   6
Class.......................................................................   7
Cleanup Costs...............................................................  57
Closing Date................................................................  22
Code........................................................................   9
Commission..................................................................  96
Companion Class.............................................................  29
Component...................................................................  29
Component Class.............................................................  29
cooperatives................................................................  14
Counterparty................................................................  13
Cut-Off Date................................................................   7

D                                                                               
DCR.........................................................................  90
Deferred Interest...........................................................  16
Definitive Certificates.....................................................  22
Department..................................................................  89
Depositor...................................................................  18
Depository..................................................................  37
Disqualified Organization...................................................  74
Distribution Date...........................................................   7
DTC.........................................................................   8
DTC Participants............................................................  23
Due Date....................................................................  15
Due-on-sale.................................................................  59

E                                                                               
EDGAR.......................................................................  96
electing large partnership..................................................  75
Eligible Custodial Account..................................................  37
Eligible Investments........................................................  38
ERISA.......................................................................  88
ERISA Plans.................................................................  88
Escrow Account..............................................................  40
Excess Bankruptcy Losses....................................................  28
Excess Fraud Losses.........................................................  28
Excess Special Hazard Losses................................................  28
Exempt Plan.................................................................  88

F                                                                               
FASIT.......................................................................  62
FDIC........................................................................  37
FFIEC.......................................................................  93
FHLBB.......................................................................  59
FHLMC.......................................................................  36
Fitch.......................................................................  90
Fixed Rate Class............................................................  31
Fixed Retained Yield........................................................  26
Floating Rate Class.........................................................  31
FNMA........................................................................  36
foreign persons.............................................................  87
Fraud Loss..................................................................  27
Fraud Loss Amount...........................................................  28

G                                                                               
Garn Act....................................................................  59
Graduated Pay Mortgage Loans................................................  17
Growing Equity Mortgage Loans...............................................  17

I                                                                               
Indirect DTC Participants...................................................  23
Insolvency Laws.............................................................  13
Interest Only Class.........................................................  31
Inverse Floating Rate Class.................................................  31
IRA.........................................................................  88

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L                                                                               
Limited or Reduced Documentation Guidelines.................................  19
Liquidation Proceeds........................................................  37
Loan-to-Value Ratio.........................................................  20
Lockout Class...............................................................  29

M                                                                               
Mark to Market Regulations..................................................  77
Master Servicer.............................................................   6
Master Servicer Custodial Account...........................................  37
Master Servicing Fee........................................................  26
MERS........................................................................  47
Moody's.....................................................................  90
Mortgage Interest Rate......................................................  26
Mortgage Loans..............................................................  14
Mortgage Notes..............................................................  14
Mortgaged Properties........................................................  14
Mortgages...................................................................  14

N                                                                               
NationsBanc Montgomery......................................................  94
NCUA........................................................................  93
Net 5 Loans.................................................................  16
Net Foreclosure Profits.....................................................  26
Net Mortgage Interest Rate..................................................  26
New Regulations.............................................................  79
Non-ERISA Plan..............................................................  88
Non-Pro Rata Certificate....................................................  64
Non-U.S. Person.............................................................  79
Note Margin.................................................................  16
Notional Amount Class.......................................................  29

O                                                                               
OCC.........................................................................  92
OID Regulations.............................................................  64
original issue discount.....................................................  64
Other Advances..............................................................  39
OTS.........................................................................  59

P                                                                               
PAC.........................................................................  29
PAC I.......................................................................  29
PAC II......................................................................  29
Partial Liquidation Proceeds................................................  25
Pass-Through Entity.........................................................  75
Pass-Through Rate...........................................................   7
Paying Agent................................................................  39
PCBs........................................................................  57
Percentage Interest.........................................................  25
Periodic Advances...........................................................   8
Planned Amortization Class..................................................  29
Pledged Asset Mortgage Loans................................................  18
Pool Distribution Amount....................................................  25
Pooling and Servicing Agreement.............................................  22
Prepayment Assumption.......................................................  65
Principal Only Class........................................................  31
PTE 83-1....................................................................  91

R                                                                               
Rating Agency...............................................................   9
Ratio Strip Class...........................................................  30
RCRA........................................................................  58
Record Date.................................................................   7
Regular Certificateholder...................................................  64
Regular Certificates........................................................  22
Regulations.................................................................  89
Relief Act..................................................................  57
REMIC.......................................................................  61
REMIC Certificates..........................................................  61
REMIC Pool..................................................................  61
REMIC Regulations...........................................................  61
Remittance Date.............................................................  37
Removed Mortgage Loan.......................................................  47
Reserve Fund................................................................  32
Residual Certificates.......................................................  22
Residual Holders............................................................  70
Restricted Group............................................................  91
Rules.......................................................................  23

S                                                                               
S&P.........................................................................  90
Sale Agreement..............................................................  46
SBJPA of 1996...............................................................  62
Scheduled Amortization Class................................................  30
Scheduled Principal Balance.................................................  47
SEC.........................................................................  96
Securities Act..............................................................  90
Seller......................................................................  14
Senior Certificates.........................................................   7
Senior Class................................................................  30
Sequential Pay Class........................................................  30
Series......................................................................   6
Servicer....................................................................   6
Servicer Custodial Account..................................................  37
Servicing Fee...............................................................  26
Simple Interest Mortgage Loan...............................................  15
SMMEA.......................................................................  92
Special Hazard Loss.........................................................  27
Special Hazard Loss Amount..................................................  28
Standard Hazard Insurance Policy............................................  42
Startup Day.................................................................  62

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Step Coupon Class...........................................................  31
Stripped Certificateholder..................................................  85
Stripped Certificates.......................................................  84
Subordinated Certificates...................................................   7
Subordinated Class..........................................................  30
Subsidy Account.............................................................  17
Subsidy Loans...............................................................  17
Subsidy Payments............................................................  17
Superliens..................................................................  57
Support Class...............................................................  29

T                                                                               
TAC.........................................................................  30
Targeted Amortization Class.................................................  30
Tiered Payment Mortgage Loans...............................................  17
TILA Amendment..............................................................  56
Title V.....................................................................  60
Treasury Regulations........................................................  47
Trust.......................................................................   6
Trust Estate................................................................   6
Trustee.....................................................................  51
Trustee Fee.................................................................  26

U                                                                               
U.S. Person.................................................................  76
UCC.........................................................................  54
Underlying Servicing Agreement..............................................   6
Underwriter's Exemption.....................................................  89
UST.........................................................................  58

V                                                                               
Variable Rate Class.........................................................  31
Voting Interests............................................................  49

W                                                                               
Window Period...............................................................  59
Window Period Loans.........................................................  59
Window Period States........................................................  59

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Bank of America Mortgage Securities, Inc. 
Depositor 

NationsBanc Mortgage Corporation

Bank of America, FSB
Sellers and Servicers 

$496,623,408
(Approximate) 

Mortgage Pass-Through Certificates, Series 1999-2 

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

PROSPECTUS SUPPLEMENT 

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

You should rely only on the information contained or                  
incorporated by reference in this Prospectus Supplement and           
the accompanying Prospectus. No one has been authorized to            
provide you with different information.                               

The Offered Certificates are not being offered in any state           
where the offer is not permitted.                                     

The Depositor does not claim the accuracy of the information          
in this Prospectus Supplement and the accompanying Prospectus         
as of any date other than the dates stated on their respective        
covers.                                                               

Dealers will deliver a Prospectus Supplement and Prospectus           
when acting as underwriters of the Offered Certificates and           
with respect to their unsold allotments or subscriptions. In          
addition, all dealers selling the Offered Certificates will           
deliver a Prospectus Supplement and Prospectus until ninety           
days following the date of this Prospectus Supplement.                

NationsBanc Montgomery Securities LLC 

March 18, 1999