Filed Pursuant to Rule 424(b)(5)
                                               Registration File No.: 333-109272
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 14, 2004)

                                 $1,172,250,100
                                  (APPROXIMATE)

                                   CWABS, INC.
                                    DEPOSITOR

                      [COUNTRYWIDE HOME LOANS LOGO OMITTED]
                                     SELLER

                      COUNTRYWIDE HOME LOANS SERVICING LP
                                MASTER SERVICER

                 CWABS ASSET-BACKED CERTIFICATES TRUST 2004-9
                                    ISSUER

     Distributions are payable on the 25th day of each month, beginning in
                                  October 2004

                                    --------

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

--------------------------------------------------------------------------------
     CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-9 IN THIS
PROSPECTUS SUPPLEMENT AND ON PAGE 5 IN THE PROSPECTUS.

     The certificates represent obligations of the trust only and do not
represent an interest in or obligation of CWABS, Inc., Countrywide Home Loans,
Inc. or any of their affiliates.

     This prospectus supplement may be used to offer and sell the offered
certificates only if accompanied by the prospectus.
--------------------------------------------------------------------------------



---------------------------------------------------------------------------------------------------------------------------------
              ORIGINAL CERTIFICATE                                                                             PROCEEDS TO
   CLASS      PRINCIPAL BALANCE(1)     PASS-THROUGH RATE        PRICE TO PUBLIC     UNDERWRITING DISCOUNT      DEPOSITOR(9)
---------------------------------------------------------------------------------------------------------------------------------

  AF-1            $87,343,000               (2)                    100.00000%              0.05210%              99.94790%
---------------------------------------------------------------------------------------------------------------------------------
  AF-2            $20,020,000            3.337%(3)                  99.99937%              0.10420%              99.89517%
---------------------------------------------------------------------------------------------------------------------------------
  AF-3            $58,996,000            3.854%(3)                  99.99931%              0.15630%              99.84301%
---------------------------------------------------------------------------------------------------------------------------------
  AF-4            $24,491,000            4.649%(3)                  99.99712%              0.31250%              99.68462%
---------------------------------------------------------------------------------------------------------------------------------
  AF-5            $33,850,000            5.297%(3)(4)               99.99531%              0.51170%              99.48361%
---------------------------------------------------------------------------------------------------------------------------------
  AF-6            $30,000,000            4.603%(3)                  99.99770%              0.41670%              99.58100%
---------------------------------------------------------------------------------------------------------------------------------
  MF-1            $15,000,000            5.125%(3)                  99.99785%              0.62500%              99.37285%
---------------------------------------------------------------------------------------------------------------------------------
  MF-2            $11,700,000            5.572%(3)                  99.99722%              0.72920%              99.26802%
---------------------------------------------------------------------------------------------------------------------------------
  MF-3            $ 3,000,000            5.671%(3)                  99.99589%              0.83330%              99.16259%
---------------------------------------------------------------------------------------------------------------------------------
  MF-4            $ 3,000,000            5.843%(3)                  99.99752%              0.93750%              99.06002%
---------------------------------------------------------------------------------------------------------------------------------
  MF-5            $ 3,000,000            5.942%(3)                  99.99662%              1.04170%              98.95492%
---------------------------------------------------------------------------------------------------------------------------------
  BF              $ 3,000,000            6.400%(3)                  98.28990%              1.25000%              97.03990%
---------------------------------------------------------------------------------------------------------------------------------
  1-AV-1         $475,310,000                 (5)                  100.00000%              0.14920%              99.85080%
---------------------------------------------------------------------------------------------------------------------------------
  2-AV-1          $88,873,000                 (5)                  100.00000%              0.10420%              99.89580%
---------------------------------------------------------------------------------------------------------------------------------
  2-AV-2         $140,196,000                 (5)                  100.00000%              0.15630%              99.84370%
---------------------------------------------------------------------------------------------------------------------------------
  2-AV-3          $33,171,000                 (5)                  100.00000%              0.15630%              99.84370%
---------------------------------------------------------------------------------------------------------------------------------
  MV-1            $28,800,000                 (5)                  100.00000%              0.15630%              99.84370%
---------------------------------------------------------------------------------------------------------------------------------
  MV-2            $27,000,000                 (5)                  100.00000%              0.62500%              99.37500%
---------------------------------------------------------------------------------------------------------------------------------
  MV-3            $18,000,000                 (5)                  100.00000%              0.72920%              99.27080%
---------------------------------------------------------------------------------------------------------------------------------
  MV-4            $13,500,000                 (5)                  100.00000%              0.83330%              99.16670%
---------------------------------------------------------------------------------------------------------------------------------
  MV-5            $14,400,000                 (5)                  100.00000%              0.93750%              99.06250%
---------------------------------------------------------------------------------------------------------------------------------
  MV-6            $11,700,000                 (5)                  100.00000%              1.04170%              98.95830%
---------------------------------------------------------------------------------------------------------------------------------
  MV-7            $ 9,900,000                 (5)                  100.00000%              1.04170%              98.95830%
---------------------------------------------------------------------------------------------------------------------------------
  MV-8            $ 9,000,000                 (5)                  100.00000%              1.04170%              98.95830%
---------------------------------------------------------------------------------------------------------------------------------
  BV              $ 9,000,000                 (5)                   97.97204%              1.25000%              96.72204%
---------------------------------------------------------------------------------------------------------------------------------
  A-R                 (6)                     (7)                     (8)                     (8)                   (8)
---------------------------------------------------------------------------------------------------------------------------------


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

(1)   This amount is subject to a permitted variance in the aggregate of plus
      or minus 10%.
(2)   The pass-through rate for this class of offered certificates may adjust
      monthly, and will be subject to an interest rate cap, in each case, as
      described in this prospectus supplement under "Description of the
      Certificates -- Distributions -- Distributions of Interest."
(3)   The pass-through rate for this class will be subject to an interest rate
      cap, in each case, as described in this prospectus supplement under
      "Description of the Certificates -- Distributions -- Distributions of
      Interest."
(4)   The pass-through rate for the Class AF-5 Certificates will increase to
      5.797% per annum after the optional termination date, subject to an
      interest rate cap, as described in this prospectus supplement under
      "Description of the Certificates -- Distributions -- Distributions of
      Interest."
(5)   The pass-through rate for this class of offered certificates may adjust
      monthly, will be subject to increase after the optional termination date,
      and will be subject to an interest rate cap, in each case, as described
      in this prospectus supplement under "Description of the Certificates --
      Distributions -- Distributions of Interest."
(6)   The original certificate principal balance of the Class A-R Certificates
      is expected to be $100.
(7)   The Class A-R Certificates will not accrue any interest.
(8)   The Class A-R Certificates will not be purchased by the underwriters and
      are being transferred to Countrywide Home Loans, Inc. as partial
      consideration for the sale of the mortgage loans. See "Method of
      Distribution."
(9)   Before deducting expenses payable by the Depositor estimated to be
      approximately $850,000.


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


COUNTRYWIDE SECURITIES CORPORATION

                                        CITIGROUP
                                                       DEUTSCHE BANK SECURITIES
September 14, 2004







                                TABLE OF CONTENTS

                                                PAGE
                                                ----

Summary..........................................S-1

Risk Factors.....................................S-9

The Mortgage Pool...............................S-20

Servicing of the Mortgage Loans.................S-32

Description of the Certificates.................S-36

Yield, Prepayment and Maturity
     Considerations.............................S-90

Use of Proceeds................................S-128

Material Federal Income Tax
     Consequences..............................S-128

Other Taxes....................................S-132

ERISA Considerations...........................S-132

Method of Distribution.........................S-133

Legal Matters..................................S-136

Experts........................................S-136

Ratings........................................S-137

Index of Defined Terms.........................S-138

ANNEX A.........................................A-1

ANNEX I.........................................I-1



                                               PAGE
                                               ----

Important Notice About Information in This
     Prospectus and Each Accompanying
     Prospectus Supplement........................4

Risk Factors......................................5

The Trust Fund...................................18

Use of Proceeds..................................24

The Depositor....................................25

Loan Program.....................................25

Description of the Securities....................28

Credit Enhancement...............................46

Yield and Prepayment Considerations..............52

The Agreements...................................54

Certain Legal Aspects of the Loans...............70

Material Federal Income Tax Consequences.........85

Other Tax Considerations........................109

ERISA Considerations............................109

Legal Investment................................113

Method of Distribution..........................114

Legal Matters...................................115

Financial Information...........................115

Rating..........................................115

Index to Defined Terms..........................117

                                       i



                                     SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES NOT
CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER WHEN MAKING YOUR
INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF AN OFFERING OF THE
CERTIFICATES, READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING PROSPECTUS
CAREFULLY.


THE CERTIFICATES

Asset-Backed Certificates, Series 2004-9, represent undivided beneficial
ownership interests in a trust fund. The trust fund consists primarily of a pool
of fixed and adjustable rate, credit blemished mortgage loans that are secured
by first liens on one- to four-family residential properties and certain other
property and assets described in this prospectus supplement.

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


DEPOSITOR

CWABS, Inc., a Delaware corporation and a limited purpose finance subsidiary of
Countrywide Financial Corporation, a Delaware corporation.

See "The Depositor" in the prospectus.


SELLERS

Countrywide Home Loans, Inc. and one or more special purpose entities
established by Countrywide Financial Corporation. The one or more special
purpose entities previously acquired the mortgage loans they are selling
directly from Countrywide Home Loans, Inc.

See "Servicing of the Mortgage Loans -- Countrywide Home Loans" in this
prospectus supplement.


MASTER SERVICER

Countrywide Home Loans Servicing LP.

See "Servicing of the Mortgage Loans -- The Master Servicer" in this prospectus
supplement.


TRUSTEE

The Bank of New York, a New York banking corporation.

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


CO-TRUSTEE

BNY Western Trust Company, a subsidiary of The Bank of New York Company, Inc.

See "Description of the Certificates -- The Co-Trustee" in this prospectus
supplement.


THE NIM INSURER

After the closing date, a separate trust or trusts may be established to issue
net interest margin securities secured by all or a portion of the Class PF,
Class PV, Class CF and Class CV Certificates. Those net interest margin
securities may or may not have the benefit of one or more financial guaranty
insurance policies that guaranty payments on those securities. The insurer or
insurers that would issue any such financial guaranty insurance policy are
referred to in this prospectus supplement as the "NIM Insurer." The references
to the NIM Insurer in this prospectus supplement are applicable only if the net
interest margin securities are so insured.

Any NIM Insurer will have a number of rights under the pooling and servicing
agreement that will limit and otherwise affect the rights of the holders of the
offered certificates. Any insurance policy issued by a NIM Insurer will not
cover, and will not benefit in any manner whatsoever, the offered certificates.

See "Risk Factors--Rights of the NIM Insurer" in this prospectus supplement.


POOLING AND SERVICING AGREEMENT

The pooling and servicing agreement among the sellers, the master servicer, the
depositor, the trustee and the co-trustee, under which the trust fund will be
formed.


CUT-OFF DATE

For any initial mortgage loan, the later of September 1, 2004 and the
origination date of that mortgage loan, and for any subsequent mortgage loan,
the later of the first day of the month of the related subsequent transfer
date and the origination date of that subsequent mortgage loan.

                                      S-1



CLOSING DATE

On or about September 28, 2004.


FUNDING PERIOD

On the closing date, up to approximately $288,000,000 will be deposited in a
pre-funding account. The funding period commences on the closing date and ends
on the earlier of (x) the date the amount in the pre-funding account is less
than $25,000 and (y) November 15, 2004. During the funding period:

o    approximately 24.65% of the aggregate amount deposited in the pre-funding
     account on the closing date is expected to be used to purchase subsequent
     group 1 mortgage loans,

o    approximately 48.61% of the aggregate amount deposited in the pre-funding
     account on the closing date is expected to be used to purchase subsequent
     group 2 mortgage loans, and

o    approximately 26.74% of the aggregate amount deposited in the pre-funding
     account on the closing date is expected to be used to purchase subsequent
     group 3 mortgage loans.

See "The Mortgage Pool -- Pool Characteristics" in this prospectus supplement.

To the extent needed to make required interest payments on the offered
certificates on or prior to the December 2004 distribution date, Countrywide
Home Loans will make interest shortfall payments to the trust fund in order to
offset shortfalls in interest collections attributable to the pre-funding
mechanism or because newly originated loans do not have a payment due date in
the due period related to such distribution date.

Any amounts in the pre-funding account not used during the funding period to
purchase subsequent mortgage loans will be paid to related certificateholders as
a prepayment of principal on the distribution date immediately following the end
of the funding period.

See "The Mortgage Pool -- Pre-Funding" in this prospectus supplement.


THE MORTGAGE LOANS

The mortgage pool will consist of fixed and adjustable rate mortgage loans that
are secured by first liens on one- to four-family properties. The mortgage loans
will be divided into three separate groups. Each such group of mortgage loans is
referred to as a "loan group." Loan group 1 will consist of first lien fixed
rate mortgage loans. Loan group 2 and loan group 3 will consist of first lien
adjustable rate mortgage loans.

See "The Mortgage Pool" in this prospectus supplement.


STATISTICAL CALCULATION INFORMATION

The statistical information presented in this prospectus supplement relates to a
statistical calculation pool that does not reflect all of the mortgage loans
that will be included in the trust fund. Additional mortgage loans will be
included in the mortgage pool on the closing date and during the funding period.
In addition, certain mortgage loans in the statistical calculation pool may
prepay in full or may be determined not to meet the eligibility requirements for
the mortgage pool, and as a result may not be included in the mortgage pool.

The information presented in this prospectus supplement with respect to the
statistical calculation pool is, unless otherwise specified, based on the
scheduled principal balances as of September 1, 2004, which is the statistical
calculation date. The aggregate principal balance of the statistical calculation
pool as of the statistical calculation date is referred to as the statistical
calculation pool principal balance. As of the statistical calculation date, the
statistical calculation pool principal balance was approximately $918,833,516,
approximately $229,579,938 of which consists of group 1 mortgage loans,
approximately $462,054,927 of which consists of group 2 mortgage loans and
approximately $227,198,652 of which consists of group 3 mortgage loans.

Unless otherwise noted, all statistical percentages in this prospectus
supplement are measured by the statistical calculation date pool principal
balance.

                                      S-2




DESCRIPTION OF THE CERTIFICATES

GENERAL

The trust fund will issue the Class AF-1, Class AF-2, Class AF-3, Class AF-4,
Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class
MF-5, Class BF, Class 1-AV-1, Class 2-AV-1, Class 2-AV-2, Class 2-AV-3, Class
MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7,
Class MV-8, Class BV and Class A-R Certificates, which are offered by this
prospectus supplement. The trust fund will also issue the Class PF, Class PV,
Class CF and Class CV Certificates, which are not offered by this prospectus
supplement.

Any information contained in this prospectus supplement with respect to the
Class PF, Class PV, Class CF and Class CV Certificates is provided only to
permit a better understanding of the offered certificates.

Generally:

o    the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6,
     Class A-R, Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5 and
     Class BF Certificates will be backed by the cashflows from the mortgage
     loans in loan group 1,

o    the Class 1-AV-1 Certificates will be backed by the cashflows from the
     mortgage loans in loan group 2,

o    the Class 2-AV-1, Class 2-AV-2 and Class 2-AV-3 Certificates will be backed
     by the cashflows from the mortgage loans in loan group 3, and

o    the Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6,
     Class MV-7, Class MV-8 and Class BV Certificates will be backed by the
     cashflows from the mortgage loans in loan group 2 and loan group 3.

For a more detailed description of how the offered certificates will be backed
by these cashflows, see "Description of the Certificates--Distributions" and
"--Overcollateralization."

The original certificate principal balances, pass-through rates and last
scheduled distribution dates for the certificates are as follows:

                 ORIGINAL
                CERTIFICATE                     LAST SCHEDULED
                 PRINCIPAL      PASS-THROUGH     DISTRIBUTION
    CLASS       BALANCE(1)          RATE            DATE(2)
-------------   ------------    ------------     --------------
Offered
Certificates
Class AF-1...    $87,343,000        (3)          September 2013
Class AF-2...    $20,020,000     3.337%(4)       September 2023
Class AF-3...    $58,996,000     3.854%(4)       October 2030
Class AF-4...    $24,491,000     4.649%(4)       October 2032
Class AF-5...    $33,850,000    5.297%(4)(5)     February 2035
Class AF-6...    $30,000,000     4.603%(4)       December 2034
Class MF-1...    $15,000,000     5.125%(4)       December 2034
Class MF-2...    $11,700,000     5.572%(4)       November 2034
Class MF-3...     $3,000,000     5.671%(4)       August 2034
Class MF-4...     $3,000,000     5.843%(4)       July 2034
Class MF-5...     $3,000,000     5.942%(4)       May 2034
Class BF.....     $3,000,000     6.400%(4)       February 2034
Class 1-AV-1.   $475,310,000        (6)          February 2035
Class 2-AV-1.    $88,873,000        (6)          February 2023
Class 2-AV-2.   $140,196,000        (6)          May 2033
Class 2-AV-3.    $33,171,000        (6)          February 2035
Class MV-1...    $28,800,000        (6)          January 2035
Class MV-2...    $27,000,000        (6)          December 2034
Class MV-3...    $18,000,000        (6)          December 2034
Class MV-4...    $13,500,000        (6)          November 2034
Class MV-5...    $14,400,000        (6)          November 2034
Class MV-6...    $11,700,000        (6)          October 2034
Class MV-7...     $9,900,000        (6)          September 2034
Class MV-8...     $9,000,000        (6)          July 2034
Class BV.....     $9,000,000        (6)          May 2034
Class A-R....       (7)             (8)          October 2004
Non-Offered
Certificates
Class PF.....       N/A             N/A              N/A
Class PV.....       N/A             N/A              N/A
Class CF.....       N/A             N/A              N/A
Class CV.....       N/A             N/A              N/A

(1)  The original certificate principal balances of the certificates will be
     subject to a permitted variance in the aggregate of plus or minus 10%,
     depending on the amount of mortgage loans actually delivered on the closing
     date.

(2)  Each date was determined as described under "Yield, Prepayment and Maturity
     Considerations" in this prospectus supplement.

(3)  The pass-through rate for the Class AF-1 Certificates may adjust monthly
     and will be subject to an interest rate cap, as described in this
     prospectus supplement under "Description of the Certificates --
     Distributions -- Distributions of Interest."

(4)  The pass-through rates for the Class AF-2, Class AF-3, Class AF-4, Class
     AF-5, Class AF-6 Certificates and the fixed rate subordinate certificates
     will be subject to an interest rate cap as described in this prospectus
     supplement under "Description of the Certificates -- Distributions --
     Distributions of Interest."

(5)  The pass-through rate for the Class AF-5 Certificates will increase to
     5.797% per annum after the optional termination date, subject to an
     interest rate cap, as

                                      S-3


     described in this prospectus supplement under "Description of the
     Certificates -- Distributions -- Distributions of Interest."

(6)  The pass-through rates for the Class 1-AV-1, Class 2-AV-1, Class 2-AV-2 and
     Class 2-AV-3 Certificates and the adjustable rate subordinate certificates
     may adjust monthly, will be subject to increase after the optional
     termination date and will be subject to an interest rate cap, in each case
     as described in this prospectus supplement under "Description of the
     Certificates -- Distributions -- Distributions of Interest."

(7)  The original certificate principal balance of the Class A-R Certificates
     will be $100.

(8)  The Class A-R Certificates will not accrue any interest on the certificate
     principal balance thereof.


RECORD DATE

In the case of the adjustable rate certificates, the business day immediately
preceding a distribution date, or if such classes of certificates are no longer
book-entry certificates, the last business day of the month preceding the month
of a distribution date. In the case of the Class A-R Certificates and the fixed
rate certificates, the last business day of the month preceding the month of a
distribution date.


DENOMINATIONS

$20,000 and multiples of $1,000 in excess thereof, except that the Class A-R
Certificates will be issued as two certificates in the denominations specified
in the pooling and servicing agreement.


REGISTRATION OF CERTIFICATES

The offered certificates (other than the Class A-R Certificates) will initially
be issued in book-entry form. Persons acquiring beneficial ownership interests
in the offered certificates (other than the Class A-R Certificates) may elect to
hold their beneficial interests through The Depository Trust Company, in the
United States, or Clearstream, Luxembourg or the Euroclear System, in Europe.
The Class A-R Certificates will be issued in fully registered certificated form
and will be subject to certain restrictions on transfer described in this
prospectus supplement and as more fully provided for in the pooling and
servicing agreement.

See "Description of Certificates -- Book-Entry Certificates" and "--
Restrictions on Transfer of the Class A-R Certificates" in this prospectus
supplement.


DESIGNATIONS

Class AF Certificates

The Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6
Certificates.


Class AV Certificates

The Class 1-AV-1, Class 2-AV-2 and Class 2-AV-3 Certificates.


Senior Certificates

The Class AF, Class AV and Class A-R Certificates.


Subordinate Certificates

The Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5, Class BF, Class
MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7,
Class MV-8 and Class BV Certificates.


Fixed Rate Certificates

The Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates
and the Fixed Rate Subordinate Certificates.


Adjustable Rate Certificates

The Class AF-1 and Class AV Certificates and the Adjustable Rate Subordinate
Certificates.


Fixed Rate Subordinate Certificates

The Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5 and Class BF
Certificates.


Adjustable Rate Subordinate Certificates

The Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6,
Class MV-7, Class MV-8 and Class BV Certificates.


Offered Certificates

The Senior Certificates and the Subordinate Certificates.

                                      S-4



PASS-THROUGH RATES

The pass-through rates for the adjustable rate certificates are variable rates
that may change from distribution date to distribution date. On each
distribution date, the pass-through rate for each class of adjustable rate
certificates will be a per annum rate equal to the lesser of:

o    one-month LIBOR plus the applicable pass-through margin for such class, and

o    the applicable net rate cap, calculated as described under "Description of
     the Certificates -- Distributions -- Distributions of Interest" in this
     prospectus supplement.

The pass-through rates of the fixed rate certificates are the respective per
annum fixed rates set forth above under "Description of the Certificates --
General." On each distribution date, the pass-through rates for the fixed rate
certificates will be subject to the applicable net rate cap, calculated as
described under "Description of the Certificates -- Distributions --
Distributions of Interest" in this prospectus supplement.

See "Description of the Certificates -- Distributions -- Distributions of
Interest" and "-- Calculation of One-Month LIBOR" in this prospectus supplement.

If on any distribution date, the pass-through rate for a class of offered
certificates (other than the Class A-R Certificates) is based on the applicable
net rate cap, each holder of the applicable certificates will be entitled to
receive the resulting shortfall from remaining excess cashflow (if any) to the
extent described in this prospectus supplement, and only in the case of the
Class AF-1, Class 1-AV-1, Class 2-AV-1, Class 2-AV-2 and Class 2-AV-3
Certificates and the adjustable rate subordinate certificates, after payments
under the applicable interest rate corridor contract described below.

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


DISTRIBUTION DATES

The trustee will make distributions on the 25th day of each calendar month. If
the 25th day of a month is not a business day, then the trustee will make
distributions on the next business day. The first distribution date will be the
distribution date occurring in October 2004.


INTEREST PAYMENTS

On each distribution date, holders of each class of interest-bearing
certificates will be entitled to receive:

o    the interest that has accrued during the related accrual period at the
     related pass-through rate on the certificate principal balance immediately
     prior to the applicable distribution date, and

o    any interest due on a prior distribution date that was not paid.

The "accrual period" for the adjustable rate certificates will be the period
from and including the preceding distribution date (or from and including the
closing date, in the case of the first distribution date) to and including the
day prior to the current distribution date. The "accrual period" for the fixed
rate certificates will be the calendar month immediately preceding the calendar
month in which such distribution date occurs.

The trustee will calculate interest on the adjustable rate certificates based on
a 360-day year and the actual number of days elapsed during the related accrual
period. The trustee will calculate interest on the fixed rate certificates based
on a 360-day year that consists of twelve 30-day months.

There are certain circumstances that could reduce the amount of interest paid to
you.

See "Description of the Certificates -- Distributions -- Distributions of
Interest" in this prospectus supplement.


PRINCIPAL PAYMENTS

On each distribution date, certificateholders will receive a distribution of
principal on their certificates if there is cash available on that date for the
payment of principal. Monthly principal distributions will generally include

o    principal payments and recoveries on the mortgage loans related to a class
     of certificates; and

o    on the distribution date following the end of the funding period, any money
     remaining in the pre-funding account related to a class of certificates.

                                      S-5



Certificateholders should review the priority of payments described under
"Description of the Certificates -- Distributions" in this prospectus
supplement.


CREDIT ENHANCEMENT

Credit enhancements provide limited protection to certain holders of
certificates against shortfalls in payments received on the mortgage loans. This
transaction employs the following forms of credit enhancement:


OVERCOLLATERALIZATION

The aggregate stated principal balance of the mortgage loans in loan group 1 as
of the cut-off date plus the amount deposited in the pre-funding account related
to loan group 1 is expected to exceed the initial aggregate principal balance of
the Class AF, Class A-R and fixed rate subordinate certificates by approximately
$6,600,000, and the aggregate stated principal balance of the mortgage loans in
loan groups 2 and 3 as of the cut-off date plus the amount deposited in the
pre-funding account related to loan group 2 and loan group 3 is expected to
exceed the initial aggregate principal balance of the Class AV and adjustable
rate subordinate certificates by approximately $21,150,000. These amounts are
called "overcollateralization" and are approximately equal to the initial levels
of overcollateralization required by the pooling and servicing agreement. On any
distribution date, the amount of the overcollateralization (if any) with respect
to a loan group or loan groups will be available to absorb the related
certificates' share of losses from liquidated mortgage loans in the applicable
loan group, if those losses are not otherwise covered by excess cashflow (if
any). If the level of overcollateralization is reduced, excess cashflow will be
applied to reduce the principal balance of the related certificates to restore
the required level of overcollateralization.

The mortgage loans in each loan group are expected to generate more interest
than is needed to pay interest on the related certificates because the weighted
average interest rate of the mortgage loans is expected to be higher than the
weighted average pass-through rate on the related certificates, plus the
weighted average expense fee rate and, in the case of the Class 1-AV-1
Certificates, premiums paid with respect to the Class 1-AV-1 Policy.

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


SUBORDINATION

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

The Class AF Certificates will have a payment priority over the fixed rate
subordinate certificates. The Class AV Certificates will have a payment priority
over the adjustable rate subordinate certificates. With respect to the fixed
rate subordinate certificates, the Class MF Certificates with a lower numerical
designation will have a payment priority over Class MF Certificates with a
higher numerical designation, and all the Class MF Certificates will have a
payment priority over the Class BF Certificates. With respect to the adjustable
rate subordinate certificates, the Class MV Certificates with a lower numerical
designation will have a payment priority over Class MV Certificates with a
higher numerical designation, and all the Class MV Certificates will have a
payment priority over the Class BV Certificates.

Subordination is designed to provide the holders of certificates having a higher
payment priority with protection against most losses realized when the remaining
unpaid principal balance on a mortgage loan exceeds the amount of proceeds
recovered upon the liquidation of that mortgage loan. In general, this loss
protection is accomplished by allocating realized losses among the subordinate
certificates related to that loan group or loan groups beginning with the
related subordinate certificates with the lowest payment priority.

Excess cashflow from a loan group will be available to restore the
overcollateralization for the other loan group or loan groups and to pay unpaid
realized loss amounts to the subordinate certificates related to the other loan
group or loan groups, as applicable, to the extent available and in the priority
described in this prospectus supplement. However, realized losses on the
mortgage loans in a loan group will be allocated solely to the classes of
subordinate certificates related to that loan group or loan groups, as
applicable.


THE CORRIDOR CONTRACTS

Countrywide Home Loans has entered into four interest rate corridor contracts,
(1) the Class AF-1 corridor contract, (2) the Class 1-AV-1 corridor contract,
(3) the Class 2-AV corridor contract and (4) the adjustable rate subordinate
corridor contract, each of which will be assigned to the trust fund on the

                                      S-6



closing date. On or prior to the applicable corridor contract termination date,
amounts paid under a corridor contract will be available to the applicable class
(or in the case of the Class 2-AV corridor contract and the adjustable rate
subordinate corridor contract, the applicable classes) of certificates, as
described in this prospectus supplement to cover net rate carryover resulting
from the application of the applicable net rate cap to the related pass-through
rate(s).

Payments under each corridor contract will be made pursuant to the formula
described in "Description of the Certificates -- The Corridor Contracts" in this
prospectus supplement. Any amounts received on a corridor contract for a
distribution date that are not used on that date to cover net rate carryover on
the related certificates are expected to be distributed to the holders of the
Class CF and Class CV Certificates as provided in the pooling and servicing
agreement and will not be available thereafter for payment of net rate carryover
on any class of certificates.

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


CLASS 1-AV-1 FINANCIAL GUARANTY INSURANCE POLICY


The Class 1-AV-1 Certificates have the benefit of a financial guaranty insurance
policy, called the Class 1-AV-1 Policy, pursuant to which XL Capital Assurance
Inc. will unconditionally and irrevocably guarantee certain payments on the
Class 1-AV-1 Certificates on each distribution date. The Class 1-AV-1 Policy
will not cover any class of Certificates other than the Class 1-AV-1
Certificates.

See "Description of the Certificates -- The Class 1-AV-1 Financial Guaranty
Insurance Policy" in this prospectus supplement.


ADVANCES

The master servicer will make cash advances with respect to delinquent payments
of principal and interest on the mortgage loans to the extent that the master
servicer reasonably believes that such cash advances can be repaid from future
payments on the related mortgage loans. These cash advances are only intended to
maintain a regular flow of scheduled interest and principal payments on the
certificates and are not intended to guarantee or insure against losses.

See "Servicing of the Mortgage Loans" in this prospectus supplement.


OPTIONAL TERMINATION

The master servicer may purchase all of the remaining assets of the trust fund
on any distribution date on or after the first distribution date on which the
aggregate stated principal balance of the mortgage loans and any foreclosed real
estate owned by the trust fund declines to or below 10% of the sum of the
aggregate stated principal balance of the initial mortgage loans as of the
initial cut-off date and the amount deposited to the pre-funding account on the
closing date. Any such purchase by the master servicer will result in the early
retirement of the certificates. The NIM Insurer may also have the right to
purchase all of the remaining assets in the trust fund.

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


MATERIAL FEDERAL INCOME TAX CONSEQUENCES

For federal income tax purposes, the trust fund (exclusive of the corridor
contracts, the credit comeback excess account and the assets held in the
carryover reserve fund and the pre-funding account) will consist of one or more
REMICs: one or more underlying REMICs (if any) and the master REMIC. The assets
of the lowest underlying REMIC in this tiered structure (or the master REMIC if
there are no underlying REMICs) will consist of the mortgage loans and any other
assets designated in the pooling and servicing agreement. The master REMIC will
issue the several classes of offered certificates, which (other than the class
A-R Certificates) will represent beneficial ownership of regular interests in
the master REMIC and the right to receive payments from the carryover reserve
fund.

The Class A-R Certificate will represent ownership of both the residual interest
in the master REMIC and the residual interests in any underlying REMICs.

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

                                      S-7



LEGAL INVESTMENT CONSIDERATIONS

Each class of offered certificates will be "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984. None of the
other classes of offered certificates will be "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984.

See "Legal Investment" in the prospectus.


ERISA CONSIDERATIONS

The offered certificates (other than the Class A-R Certificates) may be
purchased by a pension or other benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue
Code of 1986, as amended, or by an entity investing the assets of such a benefit
plan, so long as certain conditions are met.

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


CERTIFICATE RATINGS

The offered certificates will not be offered unless each class of offered
certificates listed below receives at least the respective ratings set forth in
the following table from Moody's Investors Service, Inc. ("Moody's") and
Standard & Poor's Ratings Services ("S&P"), a division of The McGraw-Hill
Companies, Inc..


      CLASS          MOODY'S RATING          S&P RATING
----------------     --------------          ----------
AF-1                      Aaa                   AAA
AF-2                      Aaa                   AAA
AF-3                      Aaa                   AAA
AF-4                      Aaa                   AAA
AF-5                      Aaa                   AAA
AF-6                      Aaa                   AAA
MF-1                      Aa2                   AA+
MF-2                       A2                   AA+
MF-3                       A3                   AA+
MF-4                      Baa1                  AA+
MF-5                      Baa2                  AA+
BF                        Baa3                   AA
1-AV-1                    Aaa                   AAA
2-AV-1                    Aaa                   AAA
2-AV-2                    Aaa                   AAA
2-AV-3                    Aaa                   AAA
A-R                       Aaa                   AAA
MV-1                      Aa1                   AA+
MV-2                      Aa2                   AA+
MV-3                      Aa3                   AA+
MV-4                       A1                   AA+
MV-5                       A2                   AA+
MV-6                       A3                   AA+
MV-7                      Baa1                   AA
MV-8                      Baa2                   AA
BV                        Baa3                  AA-

A rating is not a recommendation to buy, sell or hold securities. These ratings
may be lowered or withdrawn at any time by any of the rating agencies.

The ratings assigned to the Class 1-AV-1 Certificates will be issued without
regard to the Class 1-AV-1 Policy.

See "Ratings" in this prospectus supplement and "Risk Factors -- Rating of the
Securities" and "Rating" in the prospectus.

                                      S-8



                                  RISK FACTORS

THE FOLLOWING INFORMATION, WHICH YOU SHOULD CAREFULLY CONSIDER, IDENTIFIES
CERTAIN SIGNIFICANT SOURCES OF RISK ASSOCIATED WITH AN INVESTMENT IN THE
CERTIFICATES. YOU SHOULD ALSO CAREFULLY CONSIDER THE INFORMATION SET FORTH UNDER
"RISK FACTORS" IN THE PROSPECTUS.

THE MORTGAGE LOANS WERE UNDERWRITTEN TO
COUNTRYWIDE HOME LOANS'S STANDARDS FOR
CREDIT BLEMISHED MORTGAGE LOANS.
MORTGAGE LOANS UNDERWRITTEN TO SUCH
STANDARDS WILL EXPERIENCE HIGHER RATES
OF DELINQUENCY AND LOSS THAN MORTGAGE
LOANS UNDERWRITTEN IN A MORE
TRADITIONAL MANNER....................    Countrywide Home Loans's credit
                                          blemished mortgage loan underwriting
                                          standards are more flexible than the
                                          standards generally used by banks for
                                          borrowers with non-blemished credit
                                          histories with regard to the
                                          borrower's credit standing and
                                          repayment ability. Borrowers who
                                          qualify generally have impaired credit
                                          histories, which may include a record
                                          of major derogatory credit items such
                                          as outstanding judgments or prior
                                          bankruptcies. On a case by case basis,
                                          Countrywide Home Loans may determine
                                          that, based upon compensating factors,
                                          a prospective borrower not strictly
                                          qualifying under its applicable
                                          underwriting risk category guidelines
                                          warrants an underwriting exception. It
                                          is expected that a significant number
                                          of the mortgage loans will have been
                                          originated based on such underwriting
                                          exceptions.

                                          With respect to first lien mortgage
                                          loans, the underwriting standards do
                                          not prohibit a mortgagor from
                                          obtaining, at the time of origination
                                          of the originator's first lien
                                          mortgage loan, additional financing
                                          which is subordinate to that first
                                          lien mortgage loan, which subordinate
                                          financing would reduce the equity the
                                          mortgagor would otherwise appear to
                                          have in the related mortgaged property
                                          as indicated in the loan-to-value
                                          ratio set forth in this prospectus
                                          supplement.

                                          As a result of Countrywide Home
                                          Loans's underwriting standards, the
                                          mortgage loans in the mortgage pool
                                          are likely to experience rates of
                                          delinquency, foreclosure and
                                          bankruptcy that are higher, and that
                                          may be substantially higher, than
                                          those experienced by mortgage loans
                                          underwritten in a more traditional
                                          manner. Furthermore, changes in the
                                          values of the mortgaged properties may
                                          have a greater effect on the
                                          delinquency, foreclosure, bankruptcy
                                          and loss experience of the mortgage
                                          loans in the mortgage pool than on
                                          mortgage loans originated in a more
                                          traditional manner. No assurance can
                                          be given that the values of the
                                          related mortgaged properties have
                                          remained or will remain at the levels
                                          in effect on the dates of origination
                                          of the related mortgage loans.
THE SUBORDINATE CERTIFICATES HAVE A
GREATER RISK OF LOSS THAN SENIOR
CERTIFICATES AND SUBORDINATION MAY NOT
BE SUFFICIENT TO PROTECT SENIOR
CERTIFICATES FROM LOSSES..............    When certain classes of certificates
                                          provide credit enhancement for other
                                          classes of certificates this is
                                          sometimes referred to as
                                          "SUBORDINATION." The subordination
                                          feature is intended to enhance the
                                          likelihood that senior
                                          certificateholders will receive
                                          regular payments of interest and
                                          principal.

                                      S-9



                                          For purposes of this prospectus
                                          supplement, "RELATED SUBORDINATE
                                          CLASSES" means:

                                          o    with respect to the Class AF
                                               Certificates, the fixed rate
                                               subordinate certificates,

                                          o    with respect to the Class AV
                                               Certificates, the adjustable rate
                                               subordinate certificates,

                                          o    with respect to each class of
                                               Certificates having an "MF"
                                               designation, (i) each other class
                                               of Certificates having an "MF"
                                               designation and a higher
                                               numerical designation than such
                                               class, if any, and (ii) the Class
                                               BF Certificates, and

                                          o    with respect to each class of
                                               Certificates having an "MV"
                                               designation, (i) each other class
                                               of Certificates having an "MV"
                                               designation and a higher
                                               numerical designation than such
                                               class, if any, and (ii) the Class
                                               BV Certificates.

                                          Credit enhancement in the form of
                                          subordination will be provided for the
                                          certificates, first, by the right of
                                          the holders of the senior certificates
                                          to receive certain distributions prior
                                          to the related subordinate classes
                                          and, second, by the allocation of
                                          realized losses on the mortgage loans
                                          in a loan group or loan groups to such
                                          related subordinate classes, beginning
                                          with the Class BF (in the case of loan
                                          group 1) and Class BV Certificates (in
                                          the case of loan group 2 or loan group
                                          3).

                                          This type of credit enhancement is
                                          provided by using collections on the
                                          mortgage loans in a loan group
                                          otherwise payable to the holders of
                                          the related subordinate classes to pay
                                          amounts due on the more senior related
                                          classes. After the credit enhancement
                                          provided by excess cashflow and
                                          overcollateralization (if any) have
                                          been exhausted, collections otherwise
                                          payable to related subordinate classes
                                          will comprise the sole source of funds
                                          from which such credit enhancement is
                                          provided to the related senior
                                          certificates, except the Class 1-AV-1
                                          Certificates which will also have the
                                          benefit of the Class 1-AV-1 Policy.
                                          Realized losses of a particular loan
                                          group or loan groups are allocated to
                                          the related subordinate certificates,
                                          beginning with the related subordinate
                                          certificates with the lowest payment
                                          priority, until the principal balance
                                          of that related subordinate class has
                                          been reduced to zero. This means that
                                          after the credit enhancement provided
                                          by related excess cashflow and
                                          overcollateralization (if any) have
                                          been exhausted, realized losses on the
                                          mortgage loans of a particular loan
                                          group will first be allocated to the
                                          Class BV Certificates (in the case of
                                          loan group 2 or loan group 3) or Class
                                          BF Certificates (in the case of loan
                                          group 1) until the respective
                                          certificate principal balance of the
                                          Class BV Certificates or Class BF
                                          Certificates, as applicable, has been
                                          reduced to zero. Subsequent realized
                                          losses of a particular loan group will
                                          be allocated to the next most junior
                                          class of related subordinate
                                          certificates, until the principal
                                          balance of that class of subordinate
                                          certificates has been reduced to zero.
                                          If the aggregate certificate principal
                                          balance of the fixed rate or
                                          adjustable rate subordinate classes
                                          were to be reduced to zero,
                                          delinquencies and defaults on the
                                          mortgage loans in the related loan
                                          group or loan groups would reduce the
                                          amount of funds available for monthly
                                          distributions to holders of the
                                          related senior certificates.

                                      S-10


                                          Additionally, investors in adjustable
                                          rate subordinate certificates should
                                          note that amounts due to the Class
                                          1-AV-1 Insurer for premiums and
                                          reimbursements for prior draws,
                                          including interest thereon will be
                                          paid from interest and principal on
                                          the mortgage loans in loan group 2 and
                                          loan group 3 prior to any payments on
                                          those subordinate certificates.

                                          You should fully consider the risks of
                                          investing in a subordinate
                                          certificate, including the risk that
                                          you may not fully recover your initial
                                          investment as a result of realized
                                          losses. In addition, investors in a
                                          class of senior certificates should
                                          consider the risk that, after the
                                          credit enhancement provided by
                                          related excess cashflow and
                                          overcollateralization (if any) have
                                          been exhausted, the subordination of
                                          the related classes of subordinated
                                          may not be sufficient to protect such
                                          class of senior certificates from
                                          losses; provided, however, that
                                          certain losses on the Class 1-AV-1
                                          Certificates will be covered by the
                                          Class 1-AV-1 Policy.

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

EXCESS INTEREST FROM THE MORTGAGE LOANS
MAY NOT PROVIDE ADEQUATE CREDIT
ENHANCEMENT...........................    The amount by which the sum of the
                                          aggregate stated principal balance of
                                          the mortgage loans in a loan group
                                          or loan groups and the amount on
                                          deposit in the pre-funding account
                                          in respect of such loan group or loan
                                          groups exceeds the aggregate principal
                                          balance of the related classes
                                          of certificates is called
                                          "overcollateralization."  The initial
                                          levels of overcollateralization (that
                                          is, the overcollateralization on the
                                          closing date) is approximately
                                          equal to the initial levels of
                                          overcollateralization required by
                                          the pooling and servicing agreement.
                                          The mortgage loans in a loan group
                                          are expected to generate more interest
                                          than is needed to pay interest on the
                                          related certificates because the
                                          weighted average interest rate on
                                          such mortgage loans is expected to be
                                          higher than the weighted average
                                          pass-through rate on such certificates
                                          plus the expense fee rate, and in the
                                          case of the Class 1-AV-1 Certificates,
                                          premiums paid with respect to the
                                          Class 1-AV-1 Policy. In the event that
                                          the level of overcollateralization is
                                          reduced, such "excess interest" from
                                          the related loan group or loan groups
                                          will be used to make additional
                                          principal payments on the related
                                          certificates to the extent described
                                          in this prospectus supplement.
                                          Overcollateralization is intended to
                                          provide limited protection to
                                          certificateholders by absorbing the
                                          certificates' share of losses from
                                          liquidated mortgage loans in the
                                          related loan group or loan groups.
                                          However, we cannot assure you that
                                          enough excess interest will be
                                          generated on the mortgage loans to
                                          maintain the required levels of
                                          overcollateralization.

                                          The excess interest available on any
                                          distribution date will be affected by
                                          the actual amount of interest
                                          received, collected or recovered in
                                          respect of the mortgage loans during
                                          the preceding month. Such amount will
                                          be influenced by changes in the
                                          weighted average of the mortgage rates
                                          resulting from prepayments and
                                          liquidations of the mortgage loans as
                                          well as from adjustments of the
                                          mortgage rates on adjustable rate
                                          mortgage loans. Because such excess
                                          interest available may vary and
                                          because the pass-through rates on the
                                          adjustable-rate certificates may
                                          increase, it may be necessary to apply
                                          all or a portion of the available
                                          interest to cover the interest
                                          requirements. As a result, available
                                          excess interest may be reduced.

                                      S-11


                                          If the protection afforded by
                                          overcollateralization is insufficient
                                          and, in the case of the Class 1-AV-1
                                          Certificates, XL Capital Assurance
                                          Inc. were to fail to perform its
                                          obligation under the Class 1-AV-1
                                          Policy, then the holders of the
                                          certificates could experience a loss
                                          on their investment.

RISK REGARDING MORTGAGE RATES.........    The pass-through rates on the
                                          adjustable rate certificates may
                                          adjust monthly and are generally
                                          based on one-month LIBOR. The mortgage
                                          rates on the mortgage loans either
                                          are fixed or adjust semi-annually
                                          based on six-month LIBOR, which is
                                          referred to as a mortgage index, but
                                          in most cases only after a period of
                                          two or three years after origination.
                                          Because the mortgage index may respond
                                          to various economic and market factors
                                          different than those affecting
                                          one-month LIBOR, there is not
                                          necessarily a correlation in movement
                                          between the interest rates on those
                                          mortgage loans and the pass-through
                                          rates of the adjustable rate
                                          certificates. For example, it is
                                          possible that the interest rates on
                                          certain of the adjustable rate
                                          mortgage loans may decline while the
                                          pass-through rates on the adjustable
                                          rate certificates are stable or
                                          rising. In addition, although it is
                                          possible that both the mortgage rates
                                          and certificate pass-through rates
                                          may decline or increase during the
                                          same period, mortgage rates may
                                          decline or increase more slowly than
                                          the certificate pass-through rates
                                          because of the difference between
                                          interest rate adjustment periods
                                          and pass-through rate adjustment
                                          periods.

                                          The absence of a correlation between
                                          movement in the mortgage rates and the
                                          certificate pass-through rates may
                                          reduce the interest payable on the
                                          related interest-bearing certificates
                                          because of the imposition of a
                                          pass-through rate cap called the "NET
                                          RATE CAP." In addition, prepayments of
                                          mortgage loans in a loan group with
                                          relatively higher mortgage rates may
                                          reduce the applicable net rate cap and
                                          consequently reduce the pass-through
                                          rate for one or more related classes
                                          of offered certificates. It is
                                          intended that the amount by which a
                                          certificateholder's interest payment
                                          has been reduced by operation of the
                                          applicable net rate cap will be paid
                                          from remaining excess cashflow (if
                                          any) as described in this prospectus
                                          supplement. In addition, prior to the
                                          applicable corridor contract
                                          termination date, the Class AF-1
                                          Certificates, the Class 2-AV
                                          Certificates, the Class 1-AV-1
                                          Certificates, and the adjustable rate
                                          subordinate certificates will also be
                                          entitled to receive corridor proceeds
                                          in respect of such resulting reduction
                                          in interest resulting from the
                                          operation of the applicable net rate
                                          cap from payments (if any) under the
                                          applicable interest rate corridor
                                          contract, as described in this
                                          prospectus supplement. However, we
                                          cannot assure you that any such funds
                                          will be available, or sufficient, to
                                          make any such payments. The Class
                                          1-AV-1 Policy will not cover any of
                                          these shortfalls allocated to the
                                          Class 1-AV-1 Certificates.

LIMITATIONS ON THE CLASS 1-AV-1
POLICY................................    On each distribution date, investors
                                          are entitled to the current interest,
                                          without reduction for shortfalls
                                          resulting from prepayments or the
                                          Relief Act. However, the Class 1-AV-1
                                          Policy will only cover such current
                                          interest on the Class 1-AV-1
                                          Certificates as reduced by such
                                          shortfalls.

                                      S-12



                                          Investors in the Class AV Certificates
                                          (other than the Class 1-AV-1
                                          Certificates) and the adjustable rate
                                          subordinate certificates should note
                                          that amounts due the Class 1-AV-1
                                          Insurer for premiums and
                                          reimbursements for prior draws on the
                                          Class 1-AV-1 Policy (including
                                          interest thereon) will be paid from
                                          interest and principal on the Mortgage
                                          Loans even though those investors will
                                          not benefit from the Class 1-AV-1
                                          Policy.


CASH FLOW CONSIDERATIONS AND RISKS
COULD CAUSE PAYMENT DELAYS AND LOSSES.    There could be substantial delays in
                                          the liquidation of defaulted mortgage
                                          loans and corresponding delays in
                                          receiving your portion of the proceeds
                                          of a liquidation. These delays could
                                          continue for several years.

                                          Furthermore, an action to obtain a
                                          deficiency judgment is regulated by
                                          statutes and rules, and the amount or
                                          availability of a deficiency judgment
                                          may be limited by law. In the event of
                                          a default by a borrower, these
                                          restrictions may impede the ability of
                                          the master servicer to foreclose on or
                                          to sell the mortgaged property or to
                                          obtain a deficiency judgment. In
                                          addition, liquidation expenses (such
                                          as legal and appraisal fees, real
                                          estate taxes and maintenance and
                                          preservation expenses) will reduce the
                                          amount of security for the mortgage
                                          loans and, in turn, reduce the
                                          proceeds payable to
                                          certificateholders.

                                          In the event that:

                                          o    the mortgaged properties fail to
                                               provide adequate security for
                                               the related mortgage loans,

                                          o    excess cashflow (if any) and
                                               overcollateralization (if any)
                                               is insufficient to cover such
                                               shortfalls,

                                          o    the subordination of certain
                                               classes are insufficient to cover
                                               such shortfalls, and

                                          o    with respect to the Class 1-AV-1
                                               Certificates, the Class 1-AV-1
                                               Insurer fails to make the
                                               required payments under the Class
                                               1-AV-1 Policy.

                                          you could lose all or a portion of the
                                          money you paid for the certificates.

YIELD AND REINVESTMENT COULD BE
ADVERSELY AFFECTED BY UNPREDICTABILITY
OF PREPAYMENTS........................    No one can accurately predict the
                                          level of prepayments that the trust
                                          fund will experience. The trust
                                          fund's prepayment experience may be
                                          affected by many factors, including:

                                          o    general economic conditions,

                                          o    the level of prevailing interest
                                               rates,

                                          o    the availability of alternative
                                               financing,

                                          o    the applicability of prepayment
                                               charges, and

                                          o    homeowner mobility.

                                      S-13



                                          Any mortgage loan may be prepaid in
                                          full or in part at any time; however,
                                          approximately 84.23%, 72.47% and
                                          71.28% of the mortgage loans in the
                                          statistical calculation pool in
                                          respect of loan group 1, loan group 2
                                          and loan group 3, respectively, in
                                          each case by principal balance of the
                                          mortgage loans in the statistical
                                          calculation pool in respect of the
                                          related loan group, provide for the
                                          payment by the borrower of a
                                          prepayment charge on full prepayments
                                          during the period of time specified in
                                          the related mortgage note. In
                                          addition, substantially all of the
                                          mortgage loans contain due-on-sale
                                          provisions, and the master servicer
                                          intends to enforce those provisions
                                          unless doing so is not permitted by
                                          applicable law or the master servicer,
                                          in a manner consistent with reasonable
                                          commercial practice, permits the
                                          purchaser of the mortgaged property in
                                          question to assume the related
                                          mortgage loan.

                                          See "The Mortgage Pool" and "Yield,
                                          Prepayment and Maturity
                                          Considerations" in this prospectus
                                          supplement and "Certain Legal Aspects
                                          of the Loans -- Due-on-Sale Clauses"
                                          in the prospectus for a description of
                                          certain provisions of the mortgage
                                          loans that may affect their prepayment
                                          experience.

                                          In addition, the weighted average
                                          lives of the offered certificates
                                          (other than the Class A-R
                                          Certificates) will be affected by any
                                          prepayment resulting from the
                                          distribution of amounts (if any) on
                                          deposit in the pre-funding account
                                          after the end of the funding period.

                                          The weighted average lives of the
                                          offered certificates will be sensitive
                                          to the rate and timing of principal
                                          payments (including prepayments) on
                                          the mortgage loans in the related loan
                                          group or loan groups, which may
                                          fluctuate significantly from time to
                                          time.

                                          You should note that:

                                          o    generally, if you purchase your
                                               certificates at a discount and
                                               principal is repaid on the
                                               mortgage loans in the related
                                               loan group or loan groups slower
                                               than you anticipate, then your
                                               yield may be lower than you
                                               anticipate,

                                          o    for the adjustable rate
                                               certificates, your yield will
                                               also be sensitive to:

                                               (1) the level of one-month LIBOR,

                                               (2) the timing of adjustment of
                                                   the pass-through rate on your
                                                   certificate as it relates to
                                                   the interest rates on the
                                                   applicable mortgage loans
                                                   and, in the case of the
                                                   adjustable rate mortgage
                                                   loans, the level of the
                                                   mortgage index, the timing of
                                                   adjustment of the interest
                                                   rates on those mortgage
                                                   loans, and periodic and
                                                   lifetime limits on those
                                                   adjustments, and

                                               (3) other limitations on the
                                                   pass-through rate of such
                                                   certificates as described
                                                   further in this prospectus
                                                   supplement, and

                                      S-14




                                          o    you bear the reinvestment
                                               risks resulting from a faster or
                                               slower rate of principal payments
                                               than you expect.

                                          See "Yield, Prepayment and Maturity
                                          Considerations" in this prospectus
                                          supplement.

YOUR YIELD WILL BE AFFECTED BY THE
INTEREST-ONLY FEATURE OF SOME OF THE
MORTGAGE LOANS........................    Approximately 4.78%, 15.20% and 23.29%
                                          of the mortgage loans in the
                                          statistical calculation pool in
                                          respect of loan group 1, loan group 2
                                          and loan group 3, respectively, in
                                          each case by principal balance of the
                                          mortgage loans in the statistical
                                          calculation pool in respect of the
                                          related loan group, require monthly
                                          payments of only accrued interest for
                                          the first 2, 3 or 5 years after
                                          origination. These mortgage loans may
                                          involve a greater degree of risk
                                          because, if the related mortgagor
                                          defaults, the outstanding principal
                                          balance of the mortgage loans will be
                                          higher than for an amortizing mortgage
                                          loan.  During the interest-only
                                          period, less principal will be
                                          available for distribution to
                                          certificateholders than otherwise
                                          would be the case.  In addition,
                                          during the interest-only period,
                                          these mortgage loans may be less
                                          likely to prepay because the
                                          perceived benefits from refinancing
                                          may be less than if the mortgage
                                          loans were fully amortizing.  As the
                                          interest-only period approaches its
                                          end, however, these mortgage loans
                                          may be more likely to be refinanced
                                          in order to avoid higher monthly
                                          payments necessary to fully
                                          amortize the mortgage loans.

DISTRIBUTION TO AND RIGHTS OF INVESTORS
COULD BE ADVERSELY AFFECTED BY THE
BANKRUPTCY OR INSOLVENCY OF CERTAIN
PARTIES...............................    The sellers will treat the transfers
                                          of the mortgage loans to the
                                          depositor as a sale of the mortgage
                                          loans. However, if a seller becomes
                                          bankrupt, the trustee in bankruptcy
                                          of such seller may argue that the
                                          mortgage loans were not sold but were
                                          only pledged to secure a loan to
                                          such seller. If that argument is
                                          made, you could experience delays or
                                          reduction in payments on the
                                          certificates. If that argument is
                                          successful, the bankruptcy trustee
                                          could elect to sell the mortgage
                                          loans and pay down the certificates
                                          early. Thus, you could lose the
                                          right to future payments of interest,
                                          and might suffer reinvestment losses
                                          in a lower interest rate environment.

                                          In addition, if the master servicer
                                          becomes bankrupt, a bankruptcy trustee
                                          or receiver may have the power to
                                          prevent the trustee from appointing a
                                          successor master servicer. Any related
                                          delays in servicing could result in
                                          increased delinquencies or losses on
                                          the mortgage loans.

GEOGRAPHIC CONCENTRATION OF MORTGAGED
PROPERTIES IN CALIFORNIA INCREASES THE
RISK THAT CERTIFICATE YIELDS COULD BE
IMPAIRED..............................    Approximately 39.08%, 22.55% and
                                          29.07% of the mortgage loans in the
                                          statistical calculation pool in
                                          respect of loan group 1, loan group
                                          2 and loan group 3, respectively, in
                                          each case by principal balance of the
                                          mortgage loans in the statistical
                                          calculation pool in respect of the
                                          related loan group, are secured by
                                          mortgaged properties that are located
                                          in California. Property in California
                                          may be more susceptible than homes
                                          located in other parts of the country
                                          to certain types of uninsurable
                                          hazards, such as earthquakes, floods,
                                          mudslides and other natural
                                          disasters. In addition:

                                      S-15



                                          o    economic conditions in
                                               California (which may or may not
                                               affect real property values) may
                                               affect the ability of borrowers
                                               to repay their loans,

                                          o    declines in the California
                                               residential real estate market
                                               may reduce the values of
                                               properties located in California,
                                               which would result in an increase
                                               in the loan-to-value ratios, and

                                          o    any increase in the market
                                               value of properties located in
                                               California would reduce the
                                               loan-to-value ratios and could,
                                               therefore, make alternative
                                               sources of financing available to
                                               the borrowers at lower interest
                                               rates, which could result in an
                                               increased rate of prepayment of
                                               the mortgage loans.

VIOLATIONS OF CONSUMER PROTECTION LAWS
MAY ADVERSELY AFFECT YOU..............    Federal, state and local laws
                                          extensively regulate various aspects
                                          of brokering, originating, servicing
                                          and collecting mortgage loans secured
                                          by consumers' dwellings.  Among other
                                          things, these laws may regulate
                                          interest rates and other charges,
                                          require disclosures, impose financial
                                          privacy requirements, mandate specific
                                          business practices, and prohibit
                                          unfair and deceptive trade practices.
                                          In addition, licensing requirements
                                          may be imposed on persons that broker,
                                          originate, service or collect such
                                          mortgage loans.

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

                                          The penalties for violating federal,
                                          state or local laws vary depending on
                                          the local law and the particular facts
                                          of the situation. However, private
                                          plaintiffs typically may assert claims
                                          for actual damages and, in some cases,
                                          also may recover civil money penalties
                                          or exercise a right to rescind the
                                          mortgage loan. Violations of certain
                                          laws may limit the ability to collect
                                          all or part of the principal or
                                          interest in a mortgage loan and, in
                                          some cases, borrowers may even be
                                          entitled to a refund of amounts
                                          previously paid. Federal, state and
                                          local administrative or law
                                          enforcement agencies may also be
                                          entitled to bring legal actions,
                                          including actions for civil money
                                          penalties or restitution, for
                                          violations of certain of these laws.
                                          Depending on the particular alleged
                                          misconduct, it is possible that claims
                                          may be asserted against various
                                          participants in secondary market
                                          transactions, including assignees that
                                          hold the mortgage loans, such as the
                                          trust fund.

                                          For a discussion of certain specific
                                          consumer protection laws that may
                                          affect the mortgage loans, see "Risk
                                          Factors--Consumer Protection Laws May
                                          Adversely Affect You" in the
                                          accompanying prospectus.

                                      S-16


YOU MAY HAVE DIFFICULTY RESELLING
CERTIFICATES..........................    Each underwriter intends to make a
                                          secondary market in the classes of
                                          offered certificates purchased by it,
                                          but no underwriter has any obligation
                                          to do so. We cannot assure you that
                                          a secondary market for the offered
                                          certificates will develop or, if it
                                          develops, that it will continue.
                                          Consequently, you may not be able to
                                          sell your certificates readily or at
                                          prices that will enable you to
                                          realize your desired yield. The
                                          market values of the certificates are
                                          likely to fluctuate. Fluctuations may
                                          be significant and could result in
                                          significant losses to you.

                                          The secondary markets for asset backed
                                          securities have experienced periods of
                                          illiquidity and can be expected to do
                                          so in the future. Illiquidity can have
                                          a severely adverse effect on the
                                          prices of certificates that are
                                          especially sensitive to prepayment,
                                          credit or interest rate risk, or that
                                          have been structured to meet the
                                          investment requirements of limited
                                          categories of investors.

IMPACT OF WORLD EVENTS................    The economic impact of the United
                                          States' military operations in Iraq,
                                          Afghanistan and other parts of the
                                          world, as well as the possibility of
                                          any terrorist attacks domestically or
                                          abroad, is uncertain, but could have
                                          a material effect on general economic
                                          conditions, consumer confidence, and
                                          market liquidity. No assurance can be
                                          given as to the effect of these
                                          events on consumer confidence and the
                                          performance of the mortgage loans.
                                          Any adverse impact resulting from
                                          these events would be borne by the
                                          holders of the certificates.  United
                                          States military operations also
                                          increase the likelihood of shortfalls
                                          under the Servicemembers Civil Relief
                                          Act (referred to as the "RELIEF
                                          ACT" ).  The Relief Act provides
                                          relief to borrowers who enter active
                                          military service and to borrowers in
                                          reserve status who are called to
                                          active duty after the origination of
                                          their mortgage loan. The Relief Act
                                          provides generally that these
                                          borrowers may not be charged interest
                                          on a mortgage loan in excess of 6%
                                          per annum during the period of the
                                          borrower's active duty.  These
                                          shortfalls are not required to be
                                          paid by the borrower at any future
                                          time and will not be advanced by the
                                          master servicer.  To the extent these
                                          shortfalls reduce the amount of
                                          interest paid to the Class 1-AV-1
                                          Certificateholders, they will not be
                                          covered by the Class 1-AV-1 Policy.
                                          In addition, the Relief Act imposes
                                          limitations that would impair the
                                          ability of the master servicer to
                                          foreclose on an affected loan during
                                          the borrower's period of active duty
                                          status, and, under some circumstances,
                                          during an additional period
                                          thereafter.

HURRICANE DAMAGE RISKS................    Several hurricanes which have struck
                                          the southeastern United States in
                                          August and September of 2004 may have
                                          adversely affected mortgaged
                                          properties located in that area.
                                          Countrywide Home Loans will represent
                                          and warrant as of the closing date
                                          that no mortgaged property has been
                                          damaged by any of these hurricanes so
                                          as to materially affect the value of
                                          the mortgaged property, and
                                          Countrywide Home Loans will be
                                          obligated to repurchase or substitute
                                          for any mortgage loan found to be in
                                          breach of this representation and
                                          warranty after the initial issuance
                                          of the certificates.  Any damage to
                                          a mortgaged property occurring after
                                          the closing date as a result of the
                                          hurricanes referred to above or any
                                          other hurricane, tornado or casualty
                                          will not cause a breach of this
                                          representation and warranty. Any
                                          repurchase would have the effect of
                                          increasing the rate of principal
                                          payment on the certificates.

                                      S-17



POSSIBLE PREPAYMENT DUE TO INABILITY TO
ACQUIRE SUBSEQUENT MORTGAGE LOANS.....    The ability of the trust fund to
                                          acquire subsequent mortgage loans for
                                          inclusion in the trust fund depends on
                                          the ability of Countrywide Home Loans
                                          to originate or acquire mortgage loans
                                          during the funding period that meet
                                          the eligibility criteria for
                                          subsequent mortgage loans as described
                                          herein. The ability of Countrywide
                                          Home Loans to originate or acquire
                                          such loans will be affected by a
                                          number of factors including prevailing
                                          interest rates, employment levels, the
                                          rate of inflation and economic
                                          conditions generally.

                                          If the full amount on deposit in the
                                          pre-funding account allocated to
                                          purchase subsequent mortgage loans
                                          cannot be used by the end of the
                                          funding period for that purpose, such
                                          amount remaining on deposit in the
                                          pre-funding account will be
                                          distributed to the holders of the
                                          related senior certificates as a
                                          prepayment of principal on the
                                          distribution date immediately
                                          following the end of the funding
                                          period. We cannot assure you of the
                                          magnitude of any amount on deposit in
                                          the pre-funding account at the end of
                                          the funding period.

CERTAIN RIGHTS MAY BE AFFECTED BY THE
ISSUANCE OF THREE GROUPS OF
CERTIFICATES FROM A SINGLE TRUST FUND.    The ability to declare an event of
                                          master servicing termination or to
                                          amend the pooling and servicing
                                          agreement rests with the holders of
                                          specified percentages of the
                                          certificates. As a result, you may
                                          have less ability to control certain
                                          actions of the trust fund than you
                                          would have had if only a single class
                                          of certificates had been issued from
                                          the trust fund.

RIGHTS OF THE NIM INSURER.............    If there is a NIM Insurer, pursuant
                                          to the pooling and servicing
                                          agreement, unless the NIM Insurer
                                          fails to make a required payment under
                                          the policy insuring the net interest
                                          margin securities and the failure is
                                          continuing or the NIM Insurer is the
                                          subject of a bankruptcy proceeding
                                          (each such event, a "NIM Insurer
                                          Default"), the NIM Insurer will be
                                          entitled to exercise, among others,
                                          the following rights without the
                                          consent of holders of the offered
                                          certificates, and the holders of the
                                          offered certificates may exercise
                                          such rights only with the prior
                                          written consent of the NIM Insurer:

                                          o    the right to provide notices
                                               of master servicer defaults and
                                               the right to direct the trustee
                                               to terminate the rights and
                                               obligations of the master
                                               servicer under the pooling and
                                               servicing agreement upon a
                                               default by the master servicer,

                                          o    the right to remove the trustee
                                               or any co-trustee or custodian
                                               pursuant to the pooling and
                                               servicing agreement, and

                                          o    the right to direct the trustee
                                               to make investigations and take
                                               actions pursuant to the pooling
                                               and servicing agreement.

                                          In addition, unless a NIM Insurer
                                          Default exists, such NIM Insurer's
                                          consent will be required before, among
                                          other things,

                                      S-18



                                          o    any removal of the master
                                               servicer, any successor servicer
                                               or the trustee,any appointment
                                               of any co-trustee,

                                          o    any otherwise permissible waivers
                                               of prepayment penalties or
                                               extensions of due dates for
                                               payment granted by the master
                                               servicer with respect to more
                                               than 5% of the mortgage loans, or

                                          o    any amendment to the pooling and
                                               servicing agreement.

                                          Investors in the offered certificates
                                          should note that:

                                          o    any insurance policy issued
                                               by the NIM Insurer will not
                                               cover, and will not benefit in
                                               any manner whatsoever, the
                                               offered certificates,

                                          o    the rights granted to the NIM
                                               Insurer are extensive,

                                          o    the interests of the NIM Insurer
                                               may be inconsistent with, and
                                               adverse to, the interests of the
                                               holders of the offered
                                               certificates, and the NIM Insurer
                                               has no obligation or duty to
                                               consider the interests of the
                                               offered certificates in
                                               connection with the exercise or
                                               nonexercise of the NIM Insurer's
                                               rights, and

                                          o    the NIM Insurer's exercise of its
                                               rights and consents may
                                               negatively affect the offered
                                               certificates and the existence of
                                               the NIM Insurer's rights, whether
                                               or not exercised, may adversely
                                               affect the liquidity of the
                                               offered certificates, relative to
                                               other asset-backed certificates
                                               backed by comparable mortgage
                                               loans and with comparable payment
                                               priorities and ratings.

                                          See "Rights of the NIM Insurer under
                                          Pooling and Servicing Agreement" in
                                          this prospectus supplement.


SOME STATEMENTS CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CONSIST OF FORWARD-LOOKING STATEMENTS
RELATING TO FUTURE ECONOMIC PERFORMANCE OR PROJECTIONS AND OTHER FINANCIAL
ITEMS. THESE STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS
SUCH AS "MAY," "WILL," "SHOULD," "EXPECTS," "BELIEVES," "ANTICIPATES,"
"ESTIMATES," OR OTHER COMPARABLE WORDS. FORWARD-LOOKING STATEMENTS ARE SUBJECT
TO A VARIETY OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER FROM THE PROJECTED RESULTS. THOSE RISKS AND UNCERTAINTIES INCLUDE, AMONG
OTHERS, GENERAL ECONOMIC AND BUSINESS CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, CUSTOMER PREFERENCES AND VARIOUS OTHER
MATTERS, MANY OF WHICH ARE BEYOND OUR CONTROL. BECAUSE WE CANNOT PREDICT THE
FUTURE, WHAT ACTUALLY HAPPENS MAY BE VERY DIFFERENT FROM WHAT WE PREDICT IN OUR
FORWARD-LOOKING STATEMENTS.

                                      S-19




                                THE MORTGAGE POOL

GENERAL

         Set forth below and in Annex A hereto is certain statistical
information based on scheduled principal balances as of September 1, 2004, which
is the "STATISTICAL CALCULATION DATE," concerning a pool of mortgage loans that
CWABS, Inc. (the "Depositor") believes is representative of the mortgage loans
to be included in the Trust Fund (such pool, the "STATISTICAL CALCULATION POOL,"
and such mortgage loans the "STATISTICAL CALCULATION POOL MORTGAGE LOANS"). A
detailed description (the "DETAILED DESCRIPTION") of the pool of conventional,
credit-blemished mortgage loans (the "INITIAL MORTGAGE LOANS") to be included in
the Trust Fund on the Closing Date (such pool, the "INITIAL MORTGAGE POOL") will
be available to purchasers of the Certificates, and will be filed on Form 8-K
with the Securities and Exchange Commission within fifteen days after, delivery
of the Certificates. The Detailed Description will specify the aggregate of the
Stated Principal Balances of the Initial Mortgage Loans included in the Initial
Mortgage Pool as of the later of (x) September 1, 2004 and (y) the date of
origination of each such Initial Mortgage Loan (such date, the "INITIAL CUT-OFF
DATE," such aggregate of such Stated Principal Balances, the "INITIAL CUT-OFF
DATE POOL PRINCIPAL BALANCE,"and the Stated Principal Balance of any Initial
Mortgage Loan as of the Initial Cut-off Date, the "INITIAL CUT-OFF DATE
PRINCIPAL Balance").

         The Detailed Description will also include, among other things, the
following information regarding the Initial Mortgage Loans:

         (1) the Mortgage Rate borne by each Initial Mortgage Loan as of the
Initial Cut-off Date,

         (2) the Loan-to-Value Ratios of the Initial Mortgage Loans,

         (3) the remaining months to stated maturity of the Initial Mortgage
Loans as of the Initial Cut-off Date,

         (4) the type of properties securing the Initial Mortgage Loans,

         (5) the geographical distribution of the Initial Mortgage Loans by
state,

         (6) the occupancy types of the Initial Mortgage Loans and

         (7) the loan purposes of the Initial Mortgage Loans.

         In addition, the Detailed Description will include information relating
solely to certain features of the Initial Mortgage Loans that are Adjustable
Rate Mortgage Loans.

         The Statistical Calculation Pool consists of approximately 5,854
Mortgage Loans and is comprised of Mortgage Loans that bear interest at fixed
rates (such Mortgage Loans, the "FIXED RATE MORTGAGE LOANS") and adjustable
rates (such Mortgage Loans, the "ADJUSTABLE RATE MORTGAGE LOANS"). The aggregate
Stated Principal Balance of the Mortgage Loans included in the Statistical
Calculation Pool as of the Statistical Calculation Date will be approximately
$918,833,516 (the "Statistical Calculation Date Pool Principal Balance"), of
which approximately $229,579,938 will consist of Group 1 Mortgage Loans,
approximately $462,054,927 will consist of Group 2 Mortgage Loans and
approximately $227,198,652 will consist of Group 3 Mortgage Loans (in each case
subject to a permitted variance of plus or minus 10%). The Depositor believes
that the information set forth in this prospectus supplement with respect to the
Statistical Calculation Pool as presently constituted is representative of the
characteristics of the Initial Mortgage Pool as will be constituted at the
Closing Date, although some characteristics of the Initial Mortgage Loans in the
Initial Mortgage Pool may vary. See "-- The Statistical Calculation Pool" below.
Unless otherwise indicated, information presented below expressed as a
percentage (other than rates of interest) are approximate percentages based on
the Statistical Calculation Date Pool Principal Balance.

         All of the Mortgage Loans to be included in the Trust Fund will be
evidenced by promissory notes (the "MORTGAGE NOTES"). The Mortgage Notes will be
secured by first lien deeds of trust, security deeds or mortgages on

                                      S-20


one- to four-family residential properties (the "MORTGAGED PROPERTIES"). The
Mortgaged Properties in the Statistical Calculation Pool are located in 49
states and the District of Columbia. Each Mortgage Loan in the Trust Fund will
be assigned to one of three mortgage loan groups ("LOAN GROUP 1," "LOAN GROUP 2"
and "LOAN GROUP 3" and each a "LOAN GROUP"). Loan Group 1 will consist of first
lien fixed rate mortgage loans. Loan Group 2 and Loan Group 3 will consist of
first lien adjustable rate mortgage loans.

         Except for balloon loans, the Mortgage Loans to be included in the
Trust Fund will provide for the full amortization of the amount financed over a
series of monthly payments, and a substantial majority of the Mortgage Loans are
expected to provide for payments due as of the first day of each month. The
Mortgage Loans to be included in the Trust Fund will have been originated or
purchased by Countrywide Home Loans, Inc. ("COUNTRYWIDE HOME LOANS" or a
"SELLER") and will have been originated substantially in accordance with
Countrywide Home Loans's underwriting criteria for credit blemished mortgage
loans described in this prospectus supplement under "-- Underwriting Standards
-- Credit Blemished Mortgage Loans." Credit blemished mortgage loans are
generally mortgage loans made to borrowers with prior credit difficulties.

         Scheduled monthly payments made by the mortgagors on the Mortgage Loans
("SCHEDULED PAYMENTS") either earlier or later than the scheduled due dates
thereof will not affect the amortization schedule or the relative application of
such payments to principal and interest. All of the Mortgage Notes will provide
for a fifteen (15) day grace period for monthly payments. A Scheduled Payment
with respect to a Mortgage Loan is generally considered "delinquent" if the
mortgagor fails to make such Scheduled Payment prior to the due date occurring
immediately after the due date on which such Scheduled Payment was originally
due.

         Any Mortgage Loan may be prepaid in full or in part at any time;
however, approximately 84.23%, 72.47% and 71.28% of the Mortgage Loans in the
Statistical Calculation Pool in respect of Loan Group 1, Loan Group 2 and Loan
Group 3, respectively, in each case by principal balance of the Mortgage Loans
in the Statistical Calculation Pool in respect of the related Loan Group,
provide for the payment by the borrower of a prepayment charge on full
prepayments made with respect to the Mortgage Loans. Generally, any such
prepayment charge will apply, in the case of Fixed Rate Mortgage Loans, to
prepayments made within five years from the date of execution of the related
Mortgage Note and, in the case of Adjustable Rate Mortgage Loans, to prepayments
made prior to the first Adjustment Date. In general, the related Mortgage Note
will provide that a prepayment charge will apply if, during the applicable
period, the borrower prepays such Mortgage Loan in full. The amount of the
prepayment charge will generally be equal to six months' advance interest
calculated on the basis of the Mortgage Rate in effect at the time of such
prepayment on the amount prepaid in excess of 20% of the original balance of
such Mortgage Loan. The "MORTGAGE RATE" with respect to a Mortgage Loan is the
annual rate of interest borne by the Mortgage Loan pursuant to the terms of the
related Mortgage Note, except as provided below with respect to Fixed Rate
Credit Comeback Loans.

         Additional Information Regarding the Adjustable Rate Mortgage Loans.
Each of the Adjustable Rate Mortgage Loans will have a Mortgage Rate which is
subject to adjustment on the first day of the months specified in the related
Mortgage Note (each such date, an "ADJUSTMENT DATE") to equal the sum, rounded
to the nearest 0.125%, of:

                  (1) the average of the London interbank offered rates for
         six-month U.S. dollar deposits in the London market, as set forth in
         The Wall Street Journal, or, if such rate ceases to be published in The
         Wall Street Journal or becomes unavailable for any reason, then based
         upon a new index selected by the Master Servicer based on comparable
         information, in each case as most recently announced as of a date
         generally 45 days prior to such Adjustment Date (the "MORTGAGE INDEX"),
         and

                  (2) a fixed percentage amount specified in the related
         Mortgage Note (the "GROSS MARGIN");

provided, however, that the Mortgage Rate for substantially all of the
Adjustable Rate Mortgage Loans will not increase or decrease by more than either
1.000% or 1.500% on any Adjustment Date (the "PERIODIC RATE CAP"), with the
exception of the initial Adjustment Date for certain of the Two-Year Hybrid
Mortgage Loans and the Three-Year Hybrid Mortgage Loans, which are subject to a
different initial Periodic Rate Cap as set forth in the related Mortgage Notes.
Substantially all of the Adjustable Rate Mortgage Loans will have been
originated with Mortgage Rates less than the sum of the then-current Mortgage
Index and the related Gross Margin.

                                      S-21



         A "TWO-YEAR HYBRID MORTGAGE LOAN" and a "THREE-YEAR HYBRID MORTGAGE
LOAN" have fixed Mortgage Rates for approximately 24 and 36 months,
respectively, after their origination before such fixed Mortgage Rates become
subject to adjustment based on the Mortgage Index described in the immediately
preceding paragraph.

         It is expected that substantially all of the Adjustable Rate Mortgage
Loans will provide that, over the life of each such Mortgage Loan, the Mortgage
Rate will in no event be more than the initial Mortgage Rate plus a maximum
added margin, generally between 4.000% and 10.000%, as provided in the Mortgage
Note (such initial Mortgage Rate plus such maximum added margin, the "MAXIMUM
MORTGAGE RATE"). The weighted average of such margins (weighted on the basis of
the Stated Principal Balances thereof as of the Initial Cut-off Date) with
respect to the Adjustable Rate Mortgage Loans in the Statistical Calculation
Pool is approximately 6.779%.

         In addition, certain of the Adjustable Rate Mortgage Loans in the
Statistical Calculation Pool are 2/28 Interest-Only Loans or 3/27 Interest-Only
Loans. A "2/28 INTEREST-ONLY LOAN" and a "3/27 INTEREST-ONLY LOAN" have only
interest due for approximately 24 and 36 months, respectively, after their
origination before amortization of the principal balances is required.

         Additional Information Regarding the Fixed Rate Mortgage Loans. The
Fixed Rate Mortgage Loans will include "CREDIT COMEBACK LOANS" that provide
borrowers the potential of four Mortgage Rate reductions for good payment
history during any one or more of the first four consecutive twelve-month
periods following the origination date of the loan ("FIXED RATE CREDIT COMEBACK
LOANS"). The Fixed Rate Credit Comeback Loan payment history is evaluated in the
twelfth month of each such twelve-month period. If the Fixed Rate Credit
Comeback Loan borrower makes Scheduled Payments in full during such twelve-month
period with a maximum of one late payment (which, however, cannot be in the
twelfth month of such period) the Fixed Rate Credit Comeback Loan is eligible
for a 0.375% per annum reduction on the current mortgage rate.

         However, for purposes of all payments made on the Certificates,
including the calculation of each applicable Net Rate Cap as well as other
Mortgage Rate calculations, the Mortgage Rate on each Fixed Rate Credit Comeback
Loan will be deemed to be reduced by 0.375% on the Due Date following the end of
each of the first four annual periods after the origination date, irrespective
of whether the borrower qualifies for the reduction by having a good payment
history. Any interest received in excess of the interest received as a result of
such deemed reduction (such excess, the "CREDIT COMEBACK EXCESS AMOUNT") will be
deposited in the Credit Comeback Excess Account and used to pay
Certificateholders as described below under "-- Credit Comeback Excess Account"
below. It is expected that no more than approximately 2.84% of the Mortgage
Loans in Loan Group 1 will be Fixed Rate Credit Comeback Loans.

         In addition, certain of the Fixed Rate Mortgage Loans in the
Statistical Calculation Pool are Fixed 30-Year Interest-Only Loans. A "FIXED
30-YEAR INTEREST-ONLY LOAN" has only interest due for approximately 60 months
after its origination before amortization of the principal balance is required.

         Loan-to-Value Ratio. The "LOAN-TO-VALUE RATIO" of a Mortgage Loan is
equal to:

                  (1) the principal balance of such Mortgage Loan at the date of
         origination, divided by

                  (2) the Collateral Value of the related Mortgaged Property.

         The "COLLATERAL VALUE" of a Mortgaged Property is the lesser of:

                  (1) the appraised value based on an appraisal made for
         Countrywide Home Loans by an independent fee appraiser at the time of
         the origination of the related Mortgage Loan, and

                  (2) the sales price of such Mortgaged Property at such time of
         origination.

         With respect to a Mortgage Loan the proceeds of which were used to
refinance an existing mortgage loan, the Collateral Value is the appraised value
of the Mortgaged Property based upon the appraisal obtained at the time of
refinancing.

                                      S-22



         Stated Principal Balance. "STATED PRINCIPAL BALANCE" means, for any
Mortgage Loan and (1) the Initial Cut-off Date or the Subsequent Cut-off Date,
as applicable (the "CUT-OFF DATE"), the unpaid principal balance of such
Mortgage Loan as of such date, as specified in its amortization schedule at the
time (before any adjustment to the amortization schedule for any moratorium or
similar waiver or grace period), after giving effect to any partial prepayments
and Liquidation Proceeds received prior to such date and to the payment of
principal due on such date and irrespective of any delinquency in payment by the
related mortgagor or (2) any Distribution Date, the Stated Principal Balance of
the Mortgage Loan as of its Cut-off Date, minus the sum of (i) the principal
portion of any Scheduled Payments due with respect to the Mortgage Loan on or
prior to the end of the most recent Due Period that were received by the Master
Servicer on or prior to the most recent Determination Date or were advanced by
the Master Servicer on or prior to the most recent Master Servicer Advance Date,
(ii) principal prepayments with respect to the Mortgage Loan received on or
prior to the end of the most recent prepayment period (the period from the 16th
day of the month prior to a Distribution Date (or, in the case of the first
Distribution Date, from the Cut-off Date) to and including the 15th day of the
month in which such Distribution Date occurs (each a "PREPAYMENT PERIOD")) and
(iii) Liquidation Proceeds received by the Master Servicer prior to the end of
the most recent Due Period to the extent applied as recoveries of principal with
respect to the Mortgage Loan. When used with respect to the Mortgage Pool,
Stated Principal Balance means the aggregate Stated Principal Balance of all
Mortgage Loans in the Mortgage Pool. When used with respect to a Loan Group,
Stated Principal Balance means the aggregate Stated Principal Balance of all
Mortgage Loans in such Loan Group. A "DETERMINATION DATE" means with respect to
any Distribution Date, the 15th day of the month of such Distribution Date or,
if such 15th day is not a Business Day, the immediately preceding Business Day.


THE STATISTICAL CALCULATION POOL

         The statistical information presented in this prospectus supplement is
based on the Statistical Calculation Pool. The Statistical Calculation Pool
reflects Mortgage Loans as of September 1, 2004. The statistical information
presented in this prospectus supplement is based on the number and the Stated
Principal Balances of such Mortgage Loans as of the Statistical Calculation
Date. The Statistical Calculation Pool is smaller than the Initial Mortgage
Pool. It is expected that additional Mortgage Loans will be included in the
Initial Mortgage Pool on the Closing Date and that certain of the Statistical
Calculation Pool Mortgage Loans may prepay in part or in full prior to the
Closing Date, or may be determined not to meet the eligibility criteria
requirements for the Initial Mortgage Pool and therefore may not be included in
the Initial Mortgage Pool. As a result of the foregoing, the statistical
distribution of characteristics for the Initial Mortgage Pool will vary from the
statistical distribution of such characteristics of the Statistical Calculation
Pool as presented in this prospectus supplement, although such variance will not
be material. The Depositor expects the aggregate Stated Principal Balance of the
Initial Mortgage Loans to be included in the Initial Mortgage Pool as of the
Initial Cut-off Date will be no less than $918,833,516, of which $229,579,938 of
the Initial Mortgage Loans will comprise Loan Group 1, $462,054,927 of the
Initial Mortgage Loans will comprise Loan Group 2 and $227,198,652 of the
Initial Mortgage Loans will comprise Loan Group 3 (in each case subject to a
permitted variance of plus or minus 10%). In addition, Subsequent Mortgage Loans
will be added to the Mortgage Pool during the Funding Period. Further
statistical information regarding the Statistical Calculation Pool Mortgage
Loans is set forth in Annex A hereto.

ASSIGNMENT OF THE MORTGAGE LOANS

         Pursuant to the pooling and servicing agreement dated as of September
1, 2004 (the "POOLING AND SERVICING AGREEMENT"), among the Depositor, the Master
Servicer, the Sellers, The Bank of New York, as trustee (the "TRUSTEE") and BNY
Western Trust Company, a subsidiary of The Bank of New York Company, Inc., as
co-trustee (the "CO-TRUSTEE"), the Depositor on the Closing Date will sell,
transfer, assign, set over and otherwise convey without recourse to the Trustee
in trust for the benefit of the Certificateholders and the Class 1-AV-1 Insurer
all right, title and interest of the Depositor in and to each Initial Mortgage
Loan and all right, title and interest in and to all other assets included in
the Trust Fund, including all principal and interest received on or with respect
to the Initial Mortgage Loans after the Initial Cut-off Date, exclusive of any
scheduled principal due on or prior to the Initial Cut-off Date and any interest
accruing prior to the Initial Cut-off Date, and the Pre-Funded Amount deposited
in the Pre-Funding Account on the Closing Date.

                                      S-23



         In connection with such transfer and assignment of the Mortgage Loans,
the Depositor will deliver the following documents to the Co-Trustee
(collectively constituting the "TRUSTEE'S MORTGAGE FILE") with respect to each
Initial Mortgage Loan and each Subsequent Mortgage Loan (collectively, the
"MORTGAGE LOANS"):

                  (1) the original Mortgage Note, endorsed by the applicable
         Seller or the originator of the Mortgage Loan, without recourse in the
         following form: "Pay to the order of ________ without recourse" with
         all intervening endorsements that show a complete chain of endorsement
         from the originator to the applicable Seller,

                  (2) the original recorded Mortgage,

                  (3) a duly executed assignment of the Mortgage to
         "Asset-Backed Certificates, Series 2004-9, CWABS, Inc., by The Bank of
         New York, a New York banking corporation, as trustee under the Pooling
         and Servicing Agreement dated as of September 1, 2004, without
         recourse," in recordable form, as described in the Pooling and
         Servicing Agreement,

                  (4) the original recorded assignment or assignments of the
         Mortgage together with all interim recorded assignments of such
         Mortgage,

                  (5) the original or copies of each assumption, modification,
         written assurance or substitution agreement, if any, and

                  (6) the original or duplicate original lender's title policy
         and all riders thereto or, in the event such original title policy has
         not been received from the insurer, such original or duplicate original
         lender's title policy and all riders thereto will be delivered within
         one year of the Closing Date.

         Notwithstanding the foregoing, in lieu of providing the documents set
forth in clauses (3) and (4) above, the Depositor may at its discretion provide
evidence that the related Mortgage is held through the MERS(R) System. In
addition, the Mortgages for some or all of the Mortgage Loans in the Trust Fund
that are not already held through the MERS(R) System may, at the discretion of
the Master Servicer, in the future be held through the MERS(R) System. For any
Mortgage held through the MERS(R) System, the Mortgage is recorded in the name
of Mortgage Electronic Registration Systems, Inc., or MERS(R), as nominee for
the owner of the Mortgage Loan, and subsequent assignments of the Mortgage were,
or in the future may be, at the discretion of the Master Servicer, registered
electronically through the MERS(R) System. For each of these Mortgage Loans,
MERS(R) serves as mortgagee of record on the Mortgage solely as a nominee in an
administrative capacity on behalf of the Trustee, and does not have any interest
in the Mortgage Loan.

         Pursuant to the Pooling and Servicing Agreement, the Depositor will be
required to deliver (or cause delivery of) the Trustee's Mortgage Files:

                  (A) not later than the Closing Date, with respect to at least
         50% of the Initial Mortgage Loans, and not later than the relevant
         Subsequent Transfer Date, with respect to at least 10% of the
         Subsequent Mortgage Loans conveyed on the related Subsequent Transfer
         Date,

                  (B) not later than twenty days after the Closing Date, with
         respect to at least an additional 40% of the Initial Mortgage Loans,
         and not later than twenty days after the relevant Subsequent Transfer
         Date with respect to the remaining Subsequent Mortgage Loans conveyed
         on the related Subsequent Transfer Date, and

                  (C) not later than thirty days after the Closing Date, with
         respect to the remaining Initial Mortgage Loans.

         Assignments of the Mortgage Loans to the Trustee (or its nominee) will
be recorded in the appropriate public office for real property records, except
in states (such as California) as to which an opinion of counsel is delivered to
the effect that such recording is not required to protect the Trustee's
interests in the Mortgage Loan

                                      S-24



against the claim of any subsequent transferee or any successor to or creditor
of the Depositor or the applicable Seller. As to any Mortgage Loan, the
recording requirement exception described in the preceding sentence is
applicable only so long as the related Trustee Mortgage File is maintained in
the possession of the Co-Trustee in one of the states to which such exception
applies. In the event any such assignment is delivered to the Trustee in blank
and the related Trustee Mortgage File is released by the Trustee pursuant to
applicable provisions of the Pooling and Servicing Agreement, the Trustee will
complete such assignment as provided in subparagraph (3) above prior to any such
release. In the event such recording is required to protect the interest of the
Trustee in the Mortgage Loans, the Master Servicer is required to cause each
previously unrecorded assignment to be submitted for recording.

         The Co-Trustee will review the Initial Mortgage Loan documents on or
prior to the Closing Date (or promptly after the Co-Trustee's receipt of any
document permitted to be delivered after the Closing Date), and the Subsequent
Mortgage Loan documents promptly after the Co-Trustee's receipt thereof on or
after the related Subsequent Transfer Date as described above, and the
Co-Trustee will hold such documents in trust for the benefit of the holders of
the Certificates. After review of such Mortgage Loan documents, if any document
is found to be missing or defective in any material respect, the Trustee or the
Co-Trustee is required to notify the Master Servicer, the Class 1-AV-1 Insurer
and Countrywide Home Loans in writing. If Countrywide Home Loans cannot or does
not cure such omission or defect within 90 days of its receipt of notice from
the Trustee or the Co-Trustee, Countrywide Home Loans is required to repurchase
the related Mortgage Loan from the Trust Fund at a price (the "PURCHASE PRICE")
equal to the sum of (i) 100% of the unpaid principal balance (or, if such
purchase or repurchase, as the case may be, is effected by the Master Servicer,
the Stated Principal Balance) of the Mortgage Loan as of the date of such
purchase, (ii) accrued interest thereon at the applicable Mortgage Rate (or, if
such purchase or repurchase, as the case may be, is effected by the Master
Servicer, at the Net Mortgage Rate) from (a) the date through which interest was
last paid by the mortgagor (or, if such purchase or repurchase, as the case may
be, is effected by the Master Servicer, the date through which interest was last
advanced by, and not reimbursed to the Master Servicer) to (b) the Due Date in
the month in which the Purchase Price is to be distributed to Certificateholders
and (iii) any costs, expenses and damages incurred by the Trust Fund resulting
from any violation of any predatory or abusive lending law in connection with
such Mortgage Loan. Rather than repurchase the Mortgage Loan as provided above,
Countrywide Home Loans may remove such Mortgage Loan (a "DELETED MORTGAGE LOAN")
from the Trust Fund and substitute in its place another Mortgage Loan of like
kind (a "REPLACEMENT MORTGAGE LOAN"); however, such substitution is only
permitted within two years after the Closing Date, and may not be made unless an
opinion of counsel is provided to the effect that such substitution would not
disqualify any REMIC election made by the Trustee or result in a prohibited
transaction tax under the Code. Any Replacement Mortgage Loan generally will, on
the date of substitution, among other characteristics set forth in the Pooling
and Servicing Agreement:

                  (1) have a Stated Principal Balance, after deduction of the
         principal portion of the Scheduled Payment due in the month of
         substitution, not in excess of, and not less than 90% of, the Stated
         Principal Balance of the Deleted Mortgage Loan (the amount of any
         shortfall to be forwarded by Countrywide Home Loans to the Master
         Servicer and deposited by the Master Servicer in the Certificate
         Account not later than the succeeding Determination Date and held for
         distribution to the holders of the Certificates on the related
         Distribution Date),

                  (2) if the Deleted Mortgage Loan that is being replaced is an
         Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not more
         than 1% per annum higher or lower than the Maximum Mortgage Rate of the
         Deleted Mortgage Loan,

                  (3) if the Deleted Mortgage Loan that is being replaced is an
         Adjustable Rate Mortgage Loan, have a minimum Mortgage Rate specified
         in its related Mortgage Note (such rate, the "MINIMUM MORTGAGE RATE")
         not more than 1% per annum higher or lower than the Minimum Mortgage
         Rate of the Deleted Mortgage Loan,

                  (4) if the Deleted Mortgage Loan that is being replaced is an
         Adjustable Rate Mortgage Loan, have the same Mortgage Index, Periodic
         Rate Cap and intervals between Adjustment Dates, as the Deleted
         Mortgage Loan and a Gross Margin not more than 1% per annum higher or
         lower than that of the Deleted Mortgage Loan,

                                      S-25



                  (5) have the same or higher credit quality characteristics
         than that of the Deleted Mortgage Loan,

                  (6) be accruing interest at a rate not more than 1% per annum
         higher or lower than that of the Deleted Mortgage Loan,

                  (7) have a Loan-to-Value Ratio no higher than that of the
         Deleted Mortgage Loan,

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

                  (9) not permit conversion of the Mortgage Rate from a fixed
         rate to a variable rate or vice versa,

                  (10) provide for a prepayment charge on terms substantially
         similar to those of the prepayment charge, if any, of the Deleted
         Mortgage Loan,

                  (11) constitute the same occupancy type and lien priority as
         the Deleted Mortgage Loan, and

                  (12) comply with all of the representations and warranties set
         forth in the Pooling and Servicing Agreement as of the date of
         substitution.

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


PRE-FUNDING

         On the Closing Date, up to approximately $288,000,000 (the "PRE-FUNDED
AMOUNT") will be deposited in a pre-funding account (the "PRE-FUNDING ACCOUNT")
established and maintained by the Trustee on behalf of the Certificateholders.
Any investment income earned from amounts in the Pre-Funding Account will be
paid to the Depositor, and will not be available for payments on the
Certificates. During the period from the Closing Date until the earlier of (x)
the date the amount in the Pre-Funding Account is less than $25,000 and (y)
November 15, 2004 (the "FUNDING PERIOD"), the Depositor is expected to purchase
additional mortgage loans originated or purchased by a Seller (such mortgage
loans, the "SUBSEQUENT MORTGAGE LOANS") from a Seller and sell such Subsequent
Mortgage Loans to the Trust Fund as described below. The purchase price for each
Subsequent Mortgage Loan will equal the Stated Principal Balance of such
Subsequent Mortgage Loan as of the later of (x) the first day of the month of
the related Subsequent Transfer Date and (y) the origination date of that
Subsequent Mortgage Loan (the related "SUBSEQUENT CUT-OFF DATE") and will be
paid from the Pre-Funding Account. Accordingly, the purchase of Subsequent
Mortgage Loans will decrease the amount on deposit in the Pre-Funding Account
and increase the Stated Principal Balance of the Mortgage Pool.

         Pursuant to the Pooling and Servicing Agreement and a Subsequent
Transfer Agreement to be executed by the applicable Seller, the Depositor and
the Trustee, the conveyance of Subsequent Loans may be made on any Business Day
during the Funding Period (a "SUBSEQUENT TRANSFER DATE"), subject to the
fulfillment of certain conditions in the Pooling and Servicing Agreement,
including that:

     o   the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date
         satisfy the same representations and warranties in the Pooling and
         Servicing Agreement applicable to all Mortgage Loans,

     o   the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date
         were selected in a manner reasonably believed not to be adverse to the
         interests of the Certificateholders,

     o   the Trustee receives an opinion of counsel with respect to the validity
         of the conveyance of the Subsequent Mortgage Loans conveyed on such
         Subsequent Transfer Date,

                                      S-26




     o   the Trustee receives an opinion of counsel to the effect that the
         conveyance of the Subsequent Mortgage Loans conveyed on such Subsequent
         Transfer Date will not (i) result in the imposition of the tax on
         "prohibited transactions" on the Trust Fund or contributions after the
         Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the
         Code, respectively, or (ii) cause the Trust Fund to fail to qualify as
         a REMIC at any time that any Certificates are outstanding,

     o   the Trustee receives opinions of counsel to the effect that the
         conveyance of the Subsequent Mortgage Loans conveyed on such Subsequent
         Transfer Date from the applicable Seller to the Depositor and the
         simultaneous conveyance of such Subsequent Mortgage Loans from the
         Depositor to the Trust Fund will be characterized as true sales and not
         loans secured by such Subsequent Mortgage Loans,

     o   the conveyance of the Subsequent Mortgage Loans on such Subsequent
         Transfer Date will not result in a reduction or withdrawal of any
         ratings assigned to the Certificates,

     o   no Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date
         was 30 or more days delinquent, and

     o   following the conveyance of the Subsequent Mortgage Loans on such
         Subsequent Transfer Date to the Trust Fund, the characteristics of the
         Trust Fund and each Loan Group will not vary by more than the permitted
         variance specified below (other than the percentage of mortgage loans
         secured by properties located in California, which will not exceed 50%
         of the Mortgage Pool and the percentage of mortgage loans in the Credit
         Grade Categories of "C" or below, which will not exceed 10% of the
         mortgage loans in each Loan Group) from the characteristics listed
         below; provided that for the purpose of making such calculations, the
         characteristics for any Initial Mortgage Loan will be taken as of the
         Initial Cut-off Date and the characteristics for any Subsequent
         Mortgage Loan will be taken as of the Subsequent Cut-off Date:



         LOAN GROUP 1

                                                                                     PERMITTED VARIANCE OR
         CHARACTERISTIC                                                                       RANGE
         -------------------------                                                  ------------------------

         Average Stated Principal Balance.......................       $163,518                  10%
         Weighted Average Mortgage Rate.........................        7.212%                  0.10%
         Weighted Average Original Loan-to-Value Ratio..........        71.83%                   3%
         Weighted Average Remaining Term to Maturity............         346                  3 months
         Weighted Average Credit Bureau Risk Score..............         613                  5 points




         LOAN GROUP 2


                                                                                    PERMITTED VARIANCE OR
         CHARACTERISTIC                                                                       RANGE
         -------------------------                                                  ------------------------

         Average Stated Principal Balance.......................       $144,212                  10%
         Weighted Average Mortgage Rate.........................        7.491%                  0.10%
         Weighted Average Original Loan-to-Value Ratio..........        75.64%                   3%
         Weighted Average Remaining Term to Maturity............         359                  3 months
         Weighted Average Credit Bureau Risk Score..............         603                  5 points


                                      S-27


         LOAN GROUP 3



                                                                                    PERMITTED VARIANCE OR
         CHARACTERISTIC                                                                       RANGE
         -------------------------                                                  ------------------------

         Average Stated Principal Balance.......................       $182,342                  10%
         Weighted Average Mortgage Rate.........................        7.888%                  0.10%
         Weighted Average Original Loan-to-Value Ratio..........        77.54%                   3%
         Weighted Average Remaining Term to Maturity............         359                  3 months
         Weighted Average Credit Bureau Risk Score..............         584                  5 points



UNDERWRITING STANDARDS

         Credit Blemished Mortgage Loans. The following is a description of the
underwriting procedures customarily employed by Countrywide Home Loans with
respect to credit blemished mortgage loans. Countrywide Home Loans produces its
credit blemished mortgage loans through its Consumer Markets, Full Spectrum
Lending, Correspondent Lending and Wholesale Lending Divisions. Prior to the
funding of any credit blemished mortgage loan, Countrywide Home Loans
underwrites the related mortgage loan in accordance with the underwriting
standards established by Countrywide Home Loans. In general, the mortgage loans
are underwritten centrally by a specialized group of underwriters who are
familiar with the unique characteristics of credit blemished mortgage loans. In
general, Countrywide Home Loans does not purchase any credit blemished mortgage
loan that it has not itself underwritten.

         Countrywide Home Loans's underwriting standards are primarily intended
to evaluate the value and adequacy of the mortgaged property as collateral for
the proposed mortgage loan and the borrower's credit standing and repayment
ability. On a case by case basis, Countrywide Home Loans may determine that,
based upon compensating factors, a prospective borrower not strictly qualifying
under the underwriting risk category guidelines described below warrants an
underwriting exception. Compensating factors may include low loan-to-value
ratio, low debt-to-income ratio, stable employment, time in the same residence
or other factors. It is expected that a significant number of the Mortgage Loans
will have been originated based on such underwriting exceptions.

         Each prospective borrower completes an application which includes
information with respect to the applicant's assets, liabilities, income and
employment history, as well as certain other personal information. Countrywide
Home Loans requires an independent credit bureau report on the credit history of
each applicant in order to evaluate the applicant's prior willingness and/or
ability to repay. The report typically contains information relating to such
matters as credit history with local and national merchants and lenders,
installment debt payments and any record of defaults, bankruptcy, repossession,
suits or judgments.

         After obtaining all applicable employment, credit and property
information, Countrywide Home Loans uses a debt-to-income ratio to assist in
determining whether the prospective borrower has sufficient monthly income
available to support the payments of principal and interest on the mortgage loan
in addition to other monthly credit obligations. The "DEBT-TO-INCOME RATIO" is
the ratio of the borrower's total monthly credit obligations to the borrower's
gross monthly income. The maximum monthly debt-to-income ratio varies depending
upon a borrower's credit grade and documentation level (as described below) but
does not generally exceed 50%. Variations in the monthly debt-to-income ratios
limit are permitted based on compensating factors.

         Countrywide Home Loans's underwriting standards are applied in
accordance with applicable federal and state laws and regulations and require an
independent appraisal of the mortgaged property prepared on a Uniform
Residential Appraisal Report (Form 1004) or other appraisal form as applicable
to the specific mortgaged property type. Each appraisal includes a market data
analysis based on recent sales of comparable homes in the area and, where deemed
appropriate, replacement cost analysis based on the current cost of constructing
a similar home and generally is required to have been made not earlier than 180
days prior to the date of origination of the mortgage loan. Every independent
appraisal is reviewed by a representative of Countrywide Home Loans before the
loan is funded, and an additional review appraisal is generally performed in
connection with appraisals not provided by Landsafe Appraisals, Inc., a wholly
owned subsidiary of Countrywide Home Loans. In most cases, properties that

                                      S-28



are not at least in average condition (including properties requiring major
deferred maintenance) are not acceptable as collateral for a credit blemished
loan. The maximum loan amount varies depending upon a borrower's credit grade,
Credit Bureau Risk Score, and documentation level but does not generally exceed
$1,000,000. Variations in maximum loan amount limits are permitted based on
compensating factors.

         Countrywide Home Loans's underwriting standards permit first mortgage
loans with loan-to-value ratios at origination of up to 100% and second mortgage
loans with combined loan-to-value ratios at origination of up to 100% depending
on the program, type and use of the property, documentation level,
creditworthiness of the borrower, debt-to-income ratio and loan amount.

         Countrywide Home Loans requires title insurance on all credit blemished
mortgage loans. Countrywide Home Loans also requires that fire and extended
coverage casualty insurance be maintained on the mortgaged property in an amount
at least equal to the principal balance or the replacement cost of the mortgaged
property, whichever is less.

         Countrywide Home Loans's credit blemished mortgage loan underwriting
standards are more flexible than the standards generally acceptable to
Countrywide Home Loans for its non-credit blemished mortgage loans with regard
to the borrower's credit standing and repayment ability. While more flexible,
Countrywide Home Loans's underwriting guidelines still place primary reliance on
a borrower's ability to repay; however Countrywide Home Loans may require lower
loan-to-value ratios than for loans underwritten to more traditional standards.
Borrowers who qualify generally have payment histories and debt-to-income ratios
which would not satisfy more traditional underwriting guidelines and may have a
record of major derogatory credit items such as outstanding judgments or prior
bankruptcies. Countrywide Home Loans's credit blemished mortgage loan
underwriting guidelines establish the maximum permitted loan-to-value ratio for
each loan type based upon these and other risk factors with more risk factors
resulting in lower loan-to-value ratios.

         Countrywide Home Loans underwrites or originates credit blemished
mortgage loans pursuant to alternative sets of underwriting criteria under its
Full Documentation Loan Program (the "FULL DOC PROGRAM"), and Stated Income Loan
Program (the "STATED INCOME PROGRAM"). Under each of the underwriting programs,
Countrywide Home Loans verifies the loan applicant's sources and amounts of
income (except under the Stated Income Program where the amount of income is not
verified), calculates the amount of income from all sources indicated on the
loan application, reviews the credit history of the applicant, calculates the
debt-to-income ratio to determine the applicant's ability to repay the loan, and
reviews the appraisal of the mortgaged property for compliance with Countrywide
Home Loans's underwriting standards.

         Under the Stated Income Program, the borrower's employment and income
sources and amounts must be stated on the borrower's application. The borrower's
income as stated must be reasonable for the related occupation and such
determination as to reasonableness is subject to the loan underwriter's
discretion. However, the borrower's income as stated on the application is not
independently verified. Maximum loan-to-value ratios are generally lower than
those permitted under the Full Doc Program. Except as otherwise stated above,
the same mortgage credit, consumer credit and collateral related underwriting
guidelines apply.

         Under the Full Doc, and Stated Income Programs, various risk categories
are used to grade the likelihood that the mortgagor will satisfy the repayment
conditions of the mortgage loan. These risk categories establish the maximum
permitted loan-to-value ratio, debt-to-income ratio and loan amount, given the
borrower's credit history, the occupancy status of the mortgaged property and
the type of mortgaged property. In general, more (or more recent) derogatory
credit items such as delinquent mortgage payments or prior bankruptcies result
in a loan being assigned to a higher credit risk category.

         Countrywide Home Loans's underwriting guidelines for credit blemished
mortgage loans utilize credit grade categories to grade the likelihood that the
mortgagor will satisfy the repayment conditions of the mortgage loans. In
general, a credit grade category is assigned by evaluating a borrower's mortgage
history, time since bankruptcy, and time since foreclosure or notice of default.
The credit grade categories establish guidelines for determining maximum
allowable loan-to-value ratios and loan amounts given the borrower's Credit
Bureau Risk Score, and maximum allowable debt-to-income ratios for a given
mortgage loan. A summary of the credit grade categories is set forth below.

                                      S-29



Credit Grade Category: "A"
         LOAN-TO-VALUE RATIO:  Maximum of 100%
         DEBT-TO-INCOME RATIO:  Maximum of 50%
         LOAN AMOUNT:  Maximum of $1,000,000
         CONSUMER CREDIT HISTORY: Credit Bureau Risk Score must be greater than
         or equal to 500 for loan amounts up to $400,000, 520 for loan amounts
         up to $500,000, 580 for loan amounts up to $600,000, or 600 for loan
         amounts of $600,001 to $1,000,000. If no Credit Bureau Risk Score is
         available, Countrywide Home Loans evaluates the borrower's consumer
         credit history through alternative means in accordance with its
         underwriting criteria for credit blemished mortgage loans. If the
         Credit Bureau Risk Score is inaccurate, as evidenced by objective
         criteria provided to Countrywide Home Loans by independent third
         parties, then no more than 4 delinquencies of 30 days in the past 12
         months.
         MORTGAGE HISTORY: No more than 1 non-consecutive delinquency of 30 days
         during the past 12 months.
         BANKRUPTCY: At least 2 years since discharge/dismissal of Chapter 7,
         11, or 13 Bankruptcy. FORECLOSURE/NOTICE OF DEFAULT: At least 3 years
         since foreclosure/notice of default released.


Credit Grade Category: "A-"
         LOAN-TO-VALUE RATIO:  Maximum of 90%
         DEBT-TO-INCOME RATIO:  Maximum of 50%
         LOAN AMOUNT:  Maximum of $500,000
         CONSUMER CREDIT HISTORY: Credit Bureau Risk Score must be greater than
         or equal to 500 for loan amounts up to $400,000, or 520 for loan
         amounts up to $500,000. If no Credit Bureau Risk Score is available,
         Countrywide Home Loans evaluates the borrower's consumer credit history
         through alternative means in accordance with its underwriting criteria
         for credit blemished mortgage loans. If the Credit Bureau Risk Score is
         inaccurate, as evidenced by objective criteria provided to Countrywide
         Home Loans by independent third parties, then no more than 6
         delinquencies of 30 days, and 2 delinquencies of 60 days in the past 12
         months.
         MORTGAGE HISTORY: No more than 2 non-consecutive delinquencies of 30
         days during the past 12 months.
         BANKRUPTCY: At least 2 years since discharge/dismissal of Chapter 7 or
         11 Bankruptcy, and 2 years since filing or dismissal of Chapter 13
         Bankruptcy. Additionally, a Chapter 13 Bankruptcy must discharged prior
         to the loan application date if it has not been dismissed.
         FORECLOSURE/NOTICE OF DEFAULT: At least 3 years since
         foreclosure/notice of default released.


Credit Grade Category: "B"
         LOAN-TO-VALUE RATIO:  Maximum of 85%
         DEBT-TO-INCOME RATIO:  Maximum of 50%
         LOAN AMOUNT:  Maximum of $500,000
         CONSUMER CREDIT HISTORY: Credit Bureau Risk Score must be greater than
         or equal to 500 for loan amounts up to $400,000, or 520 for loan
         amounts up to $500,000. If no Credit Bureau Risk Score is available,
         Countrywide Home Loans evaluates the borrower's consumer credit history
         through alternative means in accordance with its underwriting criteria
         for credit blemished mortgage loans. If the Credit Bureau Risk Score is
         inaccurate, as evidenced by objective criteria provided to Countrywide
         Home Loans by independent third parties, then no more than 10
         delinquencies of 30 days, 4 delinquencies of 60 days, and 2
         delinquencies of 90 days or more in the past 12 months.
         MORTGAGE HISTORY: No more than 1 delinquency of 60 days in the past 12
         months. Delinquencies of 30 days are not restricted.
         BANKRUPTCY: At least 18 months since discharge or dismissal of Chapter
         7 or 11 Bankruptcy and 18 months since filing or dismissal of Chapter
         13 Bankruptcy.
         FORECLOSURE/NOTICE OF DEFAULT: At least 2 years since
         foreclosure/notice of default released.

Credit Grade Category: "C"
         LOAN-TO-VALUE RATIO:  Maximum of 80%
         DEBT-TO-INCOME RATIO:  Maximum of 50%
         LOAN AMOUNT:  Maximum of $450,000.
         CONSUMER CREDIT HISTORY: The minimum Credit Bureau Risk Score is 500
         for loan amounts up to $400,000, or 520 for loan amounts up to
         $450,000. If no Credit Bureau Risk Score is available, Countrywide Home
         Loans evaluates the borrower's consumer credit history through
         alternative means in

                                      S-30




         accordance with its underwriting criteria for credit blemished mortgage
         loans. If the Credit Bureau Risk Score is inaccurate, as evidenced by
         objective criteria provided to Countrywide Home Loans by independent
         third parties, then no more than 8 delinquencies of 60 days, and 4
         delinquencies of 90 days or more in the past 12 months.
         MORTGAGE HISTORY: No more than 1 delinquency of 90 days during the past
         12 months. Delinquencies of 30 days and 60 days are not restricted.
         BANKRUPTCY: At least 1 year since discharge or dismissal of Chapter 7
         or 11 Bankruptcy and 1 year since filing or dismissal of Chapter 13
         Bankruptcy.
         FORECLOSURE/NOTICE OF DEFAULT: At least 1 year since foreclosure/notice
         of default released.

Credit Grade Category: "C-"
         LOAN-TO-VALUE RATIO:  Maximum of 70%
         DEBT-TO-INCOME RATIO:  Maximum of 50%
         LOAN AMOUNT:  Maximum of $350,000.
         CONSUMER CREDIT HISTORY: The minimum Credit Bureau Risk Score is 500.
         If no Credit Bureau Risk Score is available, Countrywide Home Loans
         evaluates the borrower's consumer credit history through alternative
         means in accordance with its underwriting criteria for credit blemished
         mortgage loans. If the Credit Bureau Risk Score is inaccurate, as
         evidenced by objective criteria provided to Countrywide Home Loans by
         independent third parties, then no more than 12 delinquencies of 60
         days, and 8 delinquencies of 90 days or more in the past 12 months.
         MORTGAGE HISTORY: No more than 2 delinquencies of 90 days during the
         past 12 months. Delinquencies of 30 days and 60 days are not
         restricted.
         BANKRUPTCY: Chapter 13 Bankruptcy must be discharged/dismissed, or
         paid-off through escrow at funding. Chapter 7 Bankruptcy must be
         discharged/dismissed at least 1 day prior to funding.
         FORECLOSURE/NOTICE OF DEFAULT: None at time of funding.

Credit Grade Category: "D"
          LOAN-TO-VALUE RATIO:  Maximum of 65%
          DEBT-TO-INCOME RATIO:  Maximum of 45%
          LOAN AMOUNT:  Maximum of $250,000
          CONSUMER CREDIT HISTORY: The minimum Credit Bureau Risk Score is 500.
          If no Credit Bureau Risk Score is available, Countrywide Home Loans
          evaluates the borrower's consumer credit history through alternative
          means in accordance with its underwriting criteria for credit
          blemished mortgage loans. If the Credit Bureau Risk Score is
          inaccurate, as evidenced by objective criteria provided to Countrywide
          Home Loans by independent third parties, then no more than 12
          delinquencies of 60 days, and 8 delinquencies of 90 days or more in
          the past 12 months.
          MORTGAGE HISTORY:  Open Notice of default must be cured at time of
          funding.
          BANKRUPTCY:  Chapter 13 Bankruptcy must be discharged/dismissed, or
          paid-off through escrow at funding. Chapter 7 Bankruptcy must be
          discharged or dismissed at least 1 day prior to funding.
          FORECLOSURE/NOTICE OF DEFAULT:  Notice of default is acceptable but
          must be cured at time of funding.

         The loan-to-value ratios, debt-to-income ratios, and loan amounts
stated above are maximum levels for a given credit grade category. There are
additional restrictions on loan-to-value ratios, debt-to-income ratios, and loan
amounts depending on, but not limited to, the occupancy status of the mortgaged
property, the type of mortgaged property, and the documentation program.

         The "CREDIT BUREAU RISK SCORE" is a statistical credit score obtained
by Countrywide Home Loans in connection with the loan application to help assess
a borrower's creditworthiness. Credit Bureau Risk Scores are generated by models
developed by a third party and are made available to mortgage lenders through
three national credit bureaus. The models were derived by analyzing data on
consumers in order to establish patterns which are believed to be indicative of
the borrower's probability of default. The Credit Bureau Risk Scores are based
on a borrower's historical credit data, including, among other things, payment
history, delinquencies on accounts, levels of outstanding indebtedness, length
of client history, types of credit, and bankruptcy experience. Credit Bureau
Risk Scores range from approximately 250 to approximately 900, with higher
scores indicating an individual with a more favorable credit history compared to
an individual with a lower score. However, a Credit Bureau Risk Score purports
only to be a measurement of the relative degree of risk a borrower represents to
a lender, i.e., that a

                                      S-31



borrower with a higher score is statistically expected to be less likely to
default in payment than a borrower with a lower score. In addition, it should be
noted that Credit Bureau Risk Scores were developed to indicate a level of
default probability over a two-year period which does not correspond to the life
of a mortgage loan. Furthermore, Credit Bureau Risk Scores were not developed
specifically for use in connection with mortgage loans, but for consumer loans
in general. Therefore, a Credit Bureau Risk Score does not take into
consideration the effect of mortgage loan characteristics on the probability of
repayment by the borrower. The Credit Bureau Risk Scores set forth in Annex A
hereto were obtained either at the time of origination of the Mortgage Loan or
more recently. The Credit Bureau Risk Score is used as an aid to, not a
substitute for, the underwriter's judgment.

         In determining a Credit Bureau Risk Score for a particular borrower,
Countrywide Home Loans attempts to obtain Credit Bureau Risk Scores from each of
the three national credit bureaus that produce such scores. Although different
scores may be available from each of the three national credit bureaus for a
particular borrower, Countrywide Home Loans will use only one score in its
determination of whether to underwrite a mortgage loan, based on the following
methodology: if scores are available from each of the three national credit
bureaus, Countrywide Home Loans will disregard the highest and lowest scores,
and use the remaining score; and if scores are available from only two of the
three national credit bureau, Countrywide Home Loans will use the lower of the
two scores. In the case of a mortgage loan with more than one applicant,
Countrywide Home Loans will use the Credit Bureau Risk Score of the applicant
contributing the highest percentage of the total qualifying income.

         If only one score is available, or no score is available, Countrywide
Home Loans will follow its Limited Credit guidelines. Under the Limited Credit
guidelines, credit histories may be developed using rent verification from
current and/or previous landlords, proof of payment to utilities such as
telephone, or verification from other sources of credit or services for which
the applicant has (or had) a regular financial obligation. In general,
applications with the aforementioned type of credit documentation are limited to
A- risk and 80% loan-to-value ratio. For applicants with established mortgage
payment history of at least 12 months and one credit score or no credit score,
the mortgage payment history may be used in lieu of a credit score to determine
a risk grade.


                         SERVICING OF THE MORTGAGE LOANS

GENERAL

         Countrywide Home Loans Servicing LP ("COUNTRYWIDE SERVICING" or the
"MASTER SERVICER") will act as Master Servicer and will service the Mortgage
Loans in accordance with the terms set forth in the Pooling and Servicing
Agreement. The Master Servicer may perform any of its obligations under the
Pooling and Servicing Agreement through one or more subservicers.
Notwithstanding any such subservicing arrangement, the Master Servicer will
remain liable for its servicing duties and obligations under the Pooling and
Servicing Agreement as if the Master Servicer alone were servicing the Mortgage
Loans.


THE MASTER SERVICER

         The principal executive offices of Countrywide Servicing are located at
7105 Corporate Drive, Plano, Texas 75024. Countrywide Servicing is a Texas
limited partnership directly owned by Countrywide GP, Inc. and Countrywide LP,
Inc., each a Nevada corporation and a direct wholly owned subsidiary of
Countrywide Home Loans. Countrywide GP, Inc. owns a 0.1% interest in Countrywide
Servicing and is the general partner. Countrywide LP, Inc. owns a 99.9% interest
in Countrywide Servicing and is a limited partner.

         Countrywide Home Loans established Countrywide Servicing in February
2000 to service mortgage loans originated by Countrywide Home Loans that would
otherwise have been serviced by Countrywide Home Loans. In January and February,
2001, Countrywide Home Loans transferred to Countrywide Servicing all of its
rights and obligations relating to mortgage loans serviced on behalf of Freddie
Mac and Fannie Mae, respectively. In October 2001, Countrywide Home Loans
transferred to Countrywide Servicing all of its rights and obligations relating
to the bulk of its non-agency loan servicing portfolio (other than the servicing
of home equity lines of credit), including with respect to those mortgage loans
(other than home equity lines of credit) formerly serviced by Countrywide Home
Loans and securitized by the Depositor. While Countrywide Home Loans expects to
continue to directly service a portion of its loan portfolio, it is expected
that the servicing rights for most newly originated Countrywide Home Loans
mortgage loans will be transferred to Countrywide Servicing upon sale or
securitization of the related

                                      S-32



mortgage loans. Countrywide Servicing is engaged in the business of servicing
mortgage loans and will not originate or acquire loans, an activity that will
continue to be performed by Countrywide Home Loans. In addition to acquiring
mortgage servicing rights from Countrywide Home Loans, it is expected that
Countrywide Servicing will service mortgage loans for non-Countrywide Home Loans
affiliated parties as well as subservice mortgage loans on behalf of other
master servicers.

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

         Countrywide Servicing is an approved mortgage loan servicer for Fannie
Mae, Freddie Mac, Ginnie Mae, HUD and VA and is licensed to service mortgage
loans in each state where a license is required. Its loan servicing activities
are guaranteed by Countrywide Financial and/or Countrywide Home Loans when
required by the owner of the mortgage loans. As of June 30, 2004, Countrywide
Servicing had a net worth of approximately $11.1 billion.


COUNTRYWIDE HOME LOANS

         Countrywide Home Loans is a direct wholly owned subsidiary of
Countrywide Financial Corporation, a Delaware corporation ("COUNTRYWIDE
FINANCIAL"). The principal executive offices of Countrywide Home Loans are
located at 4500 Park Granada, Calabasas, California 91302. Countrywide Home
Loans is engaged primarily in the mortgage banking business, and as such,
originates, purchases, sells and services mortgage loans. Countrywide Home Loans
originates mortgage loans through a retail branch system and through mortgage
loan brokers and correspondents nationwide. Mortgage loans originated by
Countrywide Home Loans are principally first-lien, fixed or adjustable rate
mortgage loans secured by single-family residences. Except as otherwise
indicated, reference in the remainder of this prospectus supplement to
"COUNTRYWIDE HOME LOANS" should be read to include Countrywide Home Loans and
its consolidated subsidiaries, including Countrywide Servicing.

         Countrywide Home Loans services substantially all of the mortgage loans
it originates or acquires. In addition, Countrywide Home Loans has purchased in
bulk the rights to service mortgage loans originated by other lenders.
Countrywide Home Loans has in the past and may in the future sell to other
mortgage bankers a portion of its portfolio of loan servicing rights. As of June
30, 2004, Countrywide Home Loans provided servicing for mortgage loans with an
aggregate principal balance of approximately $726.227 billion, substantially all
of which are being serviced for unaffiliated persons. As of June 30, 2004,
Countrywide Home Loans provided servicing for approximately $54.86 billion in
credit blemished mortgage loans.


LOAN SERVICING

         The Master Servicer has established standard policies for the servicing
and collection of mortgages. Servicing includes, but is not limited to:

                  (a) collecting, aggregating and remitting mortgage loan
         payments;

                  (b) accounting for principal and interest;

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

                  (d) making inspections as required of the mortgaged
         properties;

                  (e) preparation of tax related information in connection with
         the mortgage loans;

                  (f) supervision of delinquent mortgage loans;

                  (g) loss mitigation efforts;

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

                                      S-33




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

         Billing statements with respect to mortgage loans are mailed monthly by
the Master Servicer. The statement details all debits and credits and specifies
the payment due. Notice of changes in the applicable loan rate are provided by
the Master Servicer to the mortgagor with such statements.


COLLECTION PROCEDURES

         Credit Blemished Mortgage Loans. When a mortgagor fails to make a
payment on a credit blemished mortgage loan, the Master Servicer attempts to
cause the deficiency to be cured by corresponding with the mortgagor. In most
cases, deficiencies are cured promptly. Pursuant to the Master Servicer's
servicing procedures for credit blemished loans, the Master Servicer generally
mails to the mortgagor a notice of intent to foreclose after the loan becomes 31
days past due (two payments due but not received) and, generally within 59 days
thereafter, if the loan remains delinquent, institutes appropriate legal action
to foreclose on the mortgaged property. Foreclosure proceedings may be
terminated if the delinquency is cured. Mortgage loans to borrowers in
bankruptcy proceedings may be restructured in accordance with law and with a
view to maximizing recovery of such loans, including any deficiencies.

         Once foreclosure is initiated by the Master Servicer, a foreclosure
tracking system is used to monitor the progress of the proceedings. The system
includes state specific parameters to monitor whether proceedings are
progressing within the time frame typical for the state in which the mortgaged
property is located. During the foreclosure proceeding, the Master Servicer
determines the amount of the foreclosure bid and whether to liquidate the
mortgage loan.

         If foreclosed, the mortgaged property is sold at a public or private
sale and may be purchased by Countrywide Home Loans. After foreclosure, the
Master Servicer may liquidate the mortgaged property and charge-off the loan
balance which was not recovered through liquidation proceeds.

         Servicing and charge-off policies and collection practices with respect
to credit blemished mortgage loans may change over time in accordance with,
among other things, the Master Servicer's business judgment, changes in the
servicing portfolio and applicable laws and regulations.

FORECLOSURE AND DELINQUENCY EXPERIENCE

         Credit Blemished Mortgage Loans. The following table summarizes the
delinquency and foreclosure experience, respectively, on the dates indicated, of
credit blemished mortgage loans originated and serviced by Countrywide Home
Loans. A credit blemished mortgage loan is characterized as delinquent if the
borrower has not paid the monthly payment due within one month of the related
due date. The delinquency and foreclosure percentages may be affected by the
size and relative lack of seasoning of the servicing portfolio because many of
such loans were not outstanding long enough to give rise to some or all of the
periods of delinquency indicated in the chart below. Accordingly, the
information should not be considered as a basis for assessing the likelihood,
amount, or severity of delinquency or losses on the Mortgage Loans, and no
assurances can be given that the delinquency or foreclosure experience presented
in the table below will be indicative of such experience on such Mortgage Loans.
The sum of the columns below may not equal the total indicated due to rounding.

         For purposes of the following table:

     o   the period of delinquency is based on the number of days payments are
         contractually past due;

     o   certain total percentages and dollar amounts may not equal the sum of
         the percentages and dollar amounts indicated in the columns due to
         differences in rounding;

     o   the "FORECLOSURE RATE" is the dollar amount of mortgage loans in
         foreclosure as a percentage of the total principal balance of mortgage
         loans outstanding as of the date indicated; and

                                      S-34



     o   the "BANKRUPTCY RATE" is the dollar amount of mortgage loans for which
         the related borrower has declared bankruptcy as a percentage of the
         total principal balance of mortgage loans outstanding as of the date
         indicated.



                                                         DELINQUENCY AND FORECLOSURE EXPERIENCE
                                        -----------------------------------------------------------------------
                                              AS OF DECEMBER 31, 2001              AS OF DECEMBER 31, 2002
                                        ----------------------------------     --------------------------------
                                         PRINCIPAL BALANCE     PERCENTAGE      PRINCIPAL BALANCE    PERCENTAGE
                                        --------------------   -----------     -------------------  -----------

Total Portfolio                            $9,081,242,926.99      100.00%       $10,499,524,957.75   100.00%
Delinquency Percentage
    30-59 Days                               $806,843,594.55        8.88%          $776,262,182.66     7.39%
    60-89 Days                                255,443,513.99        2.81            272,447,833.46     2.59
    90+ Days                                  103,605,791.49        1.14            112,192,108.56     1.07
                                           -----------------      ------        ------------------   ------
Sub-Total                                  $1,165,892,900.03       12.84%        $1,160,902,124.68    11.06%
                                           -----------------      ------        ------------------   ------
Foreclosure Rate                             $356,652,093.38        3.93%          $277,872,737.06     2.65%
Bankruptcy Rate                              $232,679,880.26        2.56%          $293,013,840.50     2.79%





                                                         DELINQUENCY AND FORECLOSURE EXPERIENCE
                                        --------------------------------------------------------------------------
                                              AS OF DECEMBER 31, 2003                 AS OF JUNE 30, 2004
                                        ----------------------------------    ------------------------------------
                                          PRINCIPAL BALANCE     PERCENTAGE     PRINCIPAL BALANCE     PERCENTAGE
                                        ---------------------   ----------    -------------------    -------------

Total Portfolio                            $20,666,799,653.23      100.00%      $34,258,379,461.22      100.00%
Delinquency Percentage
    30-59 Days                              $1,237,075,952.99        5.99%       $1,800,217,721.03        5.25%
    60-89 Days                                 369,166,558.52        1.79           518,866,342.89        1.51
    90+ Days                                   101,415,871.40        0.49           144,345,311.97        0.42
Sub-Total                                  ------------------      -------      ------------------      -------
                                            $1,707,658,382.91        8.26%       $2,463,429,375.89        7.19%
                                           ------------------      -------      ------------------      -------
Foreclosure Rate                              $322,166,334.41        1.56%         $471,317,724.45        1.38%
Bankruptcy Rate                               $305,504,468.46        1.48%         $385,581,805.24        1.13%


         Historically, a variety of factors, including the appreciation of real
estate values, have limited the loss and delinquency experience on credit
blemished mortgage loans. There can be no assurance that factors beyond the
control of Countrywide Home Loans, such as national or local economic conditions
or a downturn in the real estate markets of its lending areas, will not result
in increased rates of delinquencies and foreclosure losses in the future.


SERVICING COMPENSATION AND PAYMENT OF EXPENSES

         The Master Servicer will be paid a monthly fee from interest collected
with respect to each Mortgage Loan (as well as from any liquidation proceeds
from a liquidated mortgage loan that are applied to accrued and unpaid interest
or subsequent recoveries) equal to one-twelfth of the Stated Principal Balance
thereof multiplied by the Servicing Fee Rate (such product, the "SERVICING
Fee"). The "SERVICING FEE RATE" for each Mortgage Loan will equal 0.50% per
annum. The amount of the monthly Servicing Fee is subject to adjustment with
respect to Mortgage Loans that are prepaid in full, as described in this
prospectus supplement under "-- Adjustment to Servicing Fee in Connection with
Certain Prepaid Mortgage Loans." The Master Servicer is also entitled to
receive, as additional servicing compensation, amounts in respect of interest
paid on Principal Prepayments received during that portion of a Prepayment
Period from the related Due Date to the end of such Prepayment Period
("PREPAYMENT INTEREST EXCESS"), all late payment fees, assumption fees and other
similar charges (excluding prepayment charges) and all investment income earned
on amounts on deposit in the Certificate Account and Distribution Account. The
Master Servicer is obligated to pay certain ongoing expenses associated with the
Mortgage Loans and incurred by the Trustee and Co-Trustee in connection with
their respective responsibilities under the Pooling and Servicing Agreement.

                                      S-35




ADJUSTMENT TO SERVICING FEE IN CONNECTION WITH CERTAIN PREPAID MORTGAGE LOANS

         When a borrower prepays all or a portion of a Mortgage Loan between
scheduled monthly payment dates ("DUE DATES"), the borrower pays interest on the
amount prepaid only to the date of prepayment. Principal Prepayments which are
received during that portion of the Prepayment Period from the related Due Date
in such Prepayment Period to the end of such Prepayment Period reduce the
Scheduled Payment of interest for such Due Date but are included in a
distribution that occurs on or prior to the distribution of such Scheduled
Payment, and accordingly no shortfall in interest otherwise distributable to
holders of the Certificates results. Conversely, Principal Prepayments received
from that portion of the Prepayment Period from the beginning of such Prepayment
Period to related Due Date in such Prepayment Period reduce the Scheduled
Payment of interest for the following Due Date and are included in a
distribution that occurs on or after the distribution of such Scheduled Payment,
and accordingly an interest shortfall (a "PREPAYMENT INTEREST SHORTFALL") could
result. In order to mitigate the effect of any such shortfall in interest
distributions to holders of the Certificates on any Distribution Date, one-half
of the amount of the Servicing Fee otherwise payable to the Master Servicer for
such month will, to the extent of such shortfall, be deposited by the Master
Servicer in the Certificate Account for distribution to holders of the
Certificates entitled thereto on such Distribution Date. Any such deposit by the
Master Servicer (the "COMPENSATING INTEREST") will be reflected in the
distributions to holders of the Certificates entitled thereto made on the
Distribution Date on which the Principal Prepayments received would be
distributed. Any shortfall in interest distributions to the Class 1-AV-1
Certificateholders resulting from Prepayment Interest Shortfalls will not be
covered by the Class 1-AV-1 Policy.


ADVANCES

         Subject to the following limitations, on the Business Day prior to each
Distribution Date, the Master Servicer will be required to advance its own
funds, or funds in the Certificate Account that are not required to be
distributed on such Distribution Date, in an amount equal to the aggregate of
payments of principal and interest on the Mortgage Loans (with the Mortgage Rate
adjusted to a rate equal to the Mortgage Rate minus the Servicing Fee Rate (as
so adjusted, the "NET MORTGAGE RATE")) that were due on the related Due Date and
delinquent on the related Determination Date, together with an amount equivalent
to interest (adjusted to the Net Mortgage Rate) deemed due on each Mortgage Loan
as to which the related Mortgaged Property has been acquired by the Master
Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan ("REO PROPERTY"), such latter amount to be calculated
after taking into account any rental income from such Mortgaged Property (any
such advance, an "Advance" and the date of any such Advance, as described in
this prospectus supplement, a "MASTER SERVICER ADVANCE DATE").

         Advances are intended to maintain a regular flow of scheduled interest
and principal payments on the Certificates rather than to guarantee or insure
against losses. The Master Servicer is obligated to make Advances to the extent
that such Advances are, in its judgment, reasonably recoverable from future
payments and collections or insurance payments or proceeds of liquidation of the
related Mortgage Loan. If the Master Servicer determines on any Determination
Date to make an Advance, such Advance will be included with the distribution to
holders of the Certificates on the related Distribution Date. Any failure by the
Master Servicer to make an Advance as required under the Pooling and Servicing
Agreement will constitute an event of default thereunder, in which case the
Trustee, as successor master servicer, or such other entity as may be appointed
as successor master servicer, will be obligated to make any such Advance in
accordance with the terms of the Pooling and Servicing Agreement.


                         DESCRIPTION OF THE CERTIFICATES

GENERAL

         The Certificates will be issued pursuant to the Pooling and Servicing
Agreement. Set forth below are summaries of the material terms and provisions
pursuant to which the Certificates will be issued. The following summaries are
subject to, and are qualified in their entirety by reference to, the provisions
of the Pooling and Servicing Agreement. When particular provisions or terms used
in the Pooling and Servicing Agreement are referred to, the actual provisions
(including definitions of terms) are incorporated by reference.

                                      S-36



         The CWABS, Inc., Asset-Backed Certificates, Series 2004-9 (the
"CERTIFICATES") will consist of:

     o   Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class
         AF-6 Certificates (collectively, the "CLASS AF CERTIFICATES"),

     o   Class MF-1, Class MF-2, Class MF-3, Class MF-4, Class MF-5 and Class BF
         Certificates (collectively, the "FIXED RATE SUBORDINATE CERTIFICATES"),

     o   Class 1-AV-1 Certificates,

     o   Class 2-AV-1, Class 2-AV-2 and Class 2-AV-3 Certificates (collectively,
         the "CLASS 2-AV CERTIFICATES" and together with the Class 1-AV-1, Class
         AF and Class A-R Certificates, the "SENIOR CERTIFICATES),

     o   Class MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6,
         Class MV-7, Class MV-8 and Class BV Certificates (collectively, the
         "ADJUSTABLE RATE SUBORDINATE CERTIFICATES" and together with the Fixed
         Rate Subordinate Certificates, the "SUBORDINATE CERTIFICATES"),

     o   Class A-R Certificates,

     o   Class PF and Class PV Certificates, and

     o   Class CF and Class CV Certificates.

         The Class 1-AV-1 and the Class 2-AV Certificates are collectively
referred to as the "CLASS AV CERTIFICATES."

         The Class A-R Certificates, the Class AF Certificates, the Fixed Rate
Subordinate Certificates, the Class AV Certificates and the Adjustable Rate
Subordinate Certificates are collectively referred to as the "OFFERED
CERTIFICATES." As used in this prospectus supplement, the "CERTIFICATE PRINCIPAL
BALANCE" for any class of Certificates (other than the Class CF and Class CV
Certificates) is the aggregate outstanding principal balance of all Certificates
of such class, reduced by all amounts previously distributed to holders of
Certificates of such class as scheduled and unscheduled payments of principal,
including, with respect to the Class 1-AV-1 Certificates, any payments of
principal under the Class 1-AV-1 Policy, and in the case of a class of
Subordinate Certificates the Applied Realized Loss Amounts allocated to such
class; provided, however, that if Applied Realized Loss Amounts have been
allocated to the Certificate Principal Balance of any class of Subordinate
Certificates, then the Certificate Principal Balance thereof will be increased
on each Distribution Date after such allocation of Applied Realized Loss
Amounts, sequentially by class in the order of payment priority, by the amount
of Subsequent Recoveries for the related Loan Group or Loan Groups, collected
during the related Due Period (if any) (but not by more than the amount of the
Unpaid Realized Loss Amount for that class). After such allocation, a
corresponding decrease will be made on such Distribution Date to the Unpaid
Realized Loss Amount for any class that had its Certificate Principal Balance
increased by such allocation of Subsequent Recoveries. Although Subsequent
Recoveries, if any, will be allocated to increase the Certificate Principal
Balance of a class of Subordinate Certificates as described above, such
Subsequent Recoveries will be included in the applicable Principal Remittance
Amount and will be distributed in the priority set forth below under
"--Distributions--Distributions of Principal," and therefore such Subsequent
Recoveries may not be used to make any principal payments on the class or
classes of Certificates for which the Certificate Principal Balances have been
increased by allocation of Subsequent Recoveries as described above.
Additionally, holders of such Certificates will not be entitled to any payment
in respect of interest that would have accrued on the amount of the increase in
Certificate Principal Balance for any Accrual Period preceding the Distribution
Date on which such increase occurs.

         Generally, distributions of principal and interest on the Class AF and
Class A-R Certificates and the Fixed Rate Subordinate Certificates will be based
on amounts available for distribution in respect of the Mortgage Loans in Loan
Group 1, distributions of principal and interest on the Class 1-AV-1
Certificates will be based on amounts available for distribution in respect of
the Mortgage Loans in Loan Group 2, distributions of principal and interest on

                                      S-37




the Class 2-AV Certificates will be based on amounts available for distribution
in respect of the Mortgage Loans in Loan Group 3, and distributions of principal
and interest on the Adjustable Rate Subordinate Certificates will be based on
amounts available for distribution in respect of the Mortgage Loans in Loan
Group 2 and Loan Group 3. Distributions on the Class PF and Class CF
Certificates, to the extent provided in the Pooling and Servicing Agreement,
will be based on amounts available for distribution in respect of the Mortgage
Loans in Loan Group 1. Distributions on the Class PV and Class CV Certificates,
to the extent provided in the Pooling and Servicing Agreement, will be based on
amounts available for distribution in respect of the Mortgage Loans in Loan
Group 2 and Loan Group 3.

         The Offered Certificates (other than the Class A-R Certificates) will
be issued in book-entry form as described below. The Offered Certificates (other
than the Class A-R Certificates) will be issued in minimum dollar denominations
of $20,000 and integral multiples of $1,000 in excess thereof. The Class A-R
Certificates will be issued as two certificates in the denominations specified
in the Pooling and Servicing Agreement.


BOOK-ENTRY CERTIFICATES

         The Offered Certificates (other than the Class A-R Certificates) will
be book-entry Certificates (the "BOOK-ENTRY CERTIFICATES"). The Class A-R
Certificates will be issued as two certificates in fully registered certificated
form. Persons acquiring beneficial ownership interests in the Book-Entry
Certificates ("CERTIFICATE OWNERS") may elect to hold their Book-Entry
Certificates through the Depository Trust Company ("DTC") in the United States,
or Clearstream, Luxembourg or the Euroclear System ("EUROCLEAR"), in Europe, if
they are participants of such systems, or indirectly through organizations which
are participants in such systems. Each class of Book-Entry Certificates will be
issued in one or more certificates which equal the aggregate principal balance
of the applicable class of the Book-Entry Certificates and will initially be
registered in the name of Cede & Co., the nominee of DTC. Except as set forth
under "Description of the Securities--Book-Entry Registration of the Securities"
in the prospectus, no person acquiring a beneficial ownership interest in a
Book-Entry Certificate (each, a "BENEFICIAL OWNER") will be entitled to receive
a physical certificate representing such person's beneficial ownership interest
in such Book-Entry Certificate (a "DEFINITIVE CERTIFICATE"). Unless and until
Definitive Certificates are issued, it is anticipated that the only
Certificateholder of the Book-Entry Certificates will be Cede & Co., as nominee
of DTC. Certificate Owners will not be Certificateholders as that term is used
in the Pooling and Servicing Agreement. Certificate Owners are only permitted to
exercise their rights indirectly through the participating organizations that
utilize the services of DTC, including securities brokers and dealers, banks and
trust companies and clearing corporations and certain other organizations
("PARTICIPANTS") and DTC. See "Description of the Securities--Book-Entry
Registration of the Securities" in the prospectus.


DEPOSITS TO THE CERTIFICATE ACCOUNT

         The Master Servicer will establish and initially maintain a certificate
account (the "CERTIFICATE ACCOUNT") for the benefit of the Trustee on behalf of
the Certificateholders and the Class 1-AV-1 Insurer. On a daily basis within two
Business Days after receipt, the Master Servicer will deposit or cause to be
deposited into the Certificate Account the following payments and collections
received or made or to be applied by it on or subsequent to the Cut-off Date,
including all principal and interest received with respect to the Mortgage Loans
after the Cut-off Date (exclusive of any scheduled principal due on or prior to
the Cut-off Date and any interest accruing prior to the Cut-off Date):

                  (1) all payments on account of principal, including Principal
         Prepayments, on the Mortgage Loans,

                  (2) all payments on account of interest (other than interest
         accruing on the Mortgage Loans prior to the Cut-off Date) on the
         Mortgage Loans, net of the related Servicing Fees on the Mortgage Loans
         and net of Prepayment Interest Excess,

                  (3) all Insurance Proceeds, Liquidation Proceeds and
         Subsequent Recoveries,

                  (4) all payments made by the Master Servicer in respect of
         Compensating Interest,

                                      S-38



                  (5) all payments made by a Seller in connection with the
         repurchase of any Mortgage Loan due to the breach of certain
         representations, warranties or covenants by such Seller that obligates
         such Seller to repurchase such Mortgage Loan in accordance with the
         Pooling and Servicing Agreement,

                  (6) all payments made by the Master Servicer in connection
         with the purchase of any Mortgage Loans which are 150 days delinquent
         in accordance with the Pooling and Servicing Agreement,

                  (7) all prepayment charges paid by a mortgagor in connection
         with the full or partial prepayment of the related Mortgage Loan,

                  (8) any amount required to be deposited by the Master Servicer
         in connection with any losses on investment of funds in the Certificate
         Account,

                  (9) any amounts required to be deposited by the Master
         Servicer with respect to any deductible clause in any blanket hazard
         insurance policy maintained by the Master Servicer in lieu of requiring
         each mortgagor to maintain a primary hazard insurance policy,

                  (10) all amounts required to be deposited in connection with
         shortfalls in the principal amount of Replacement Mortgage Loans, and

                  (11) all Advances.

         "INSURANCE PROCEEDS" means all proceeds of any insurance policy
received prior to a Final Recovery Determination (to the extent such proceeds
are not applied to the restoration of the property or released to the mortgagor
in accordance with the Master Servicer's normal servicing procedures), other
than proceeds that represent reimbursement of the Master Servicer's costs and
expenses incurred in connection with presenting claims under the related
insurance policy.

         "LIQUIDATION PROCEEDS" means any Insurance Proceeds and all other net
proceeds received prior to a Final Recovery Determination in connection with the
partial or complete liquidation of a Mortgage Loan (whether through trustee's
sale, foreclosure sale or otherwise) or in connection with any condemnation or
partial release of the related Mortgaged Property, together with the net
proceeds received prior to a Final Recovery Determination with respect to any
Mortgaged Property acquired by the Master Servicer by foreclosure or deed in
lieu of foreclosure in connection with a defaulted Mortgage Loan (other than the
amount of such net proceeds representing any profit realized by the Master
Servicer in connection with the disposition of any such properties and net of
reimbursable expenses).

         "FINAL RECOVERY DETERMINATION" means a determination by the Master
Servicer that it has received all proceeds it expects to receive with respect to
the liquidation of a Mortgage Loan.

         "SUBSEQUENT RECOVERIES" means, with respect to any Mortgage Loan in
respect of which a Realized Loss was incurred, any proceeds of the type
described in the definitions of "Insurance Proceeds" and "Liquidation Proceeds"
received in respect of such Mortgage Loan after a Final Recovery Determination
(other than the amount of such net proceeds representing any profit realized by
the Master Servicer in connection with the disposition of any such properties
and net of reimbursable expenses).

         On the Business Day prior to the Master Servicer Advance Date in each
of October, November and December 2004, Countrywide Home Loans shall remit to
the Master Servicer, and the Master Servicer shall deposit in the Certificate
Account, the Seller Shortfall Interest Requirement (if any) for such Master
Servicer Advance Date.

WITHDRAWALS FROM THE CERTIFICATE ACCOUNT

         The Master Servicer may from time to time withdraw funds from the
Certificate Account prior to the related Distribution Account Deposit Date for
the following purposes:

                                      S-39



                  (1) to pay to the Master Servicer the Servicing Fees on the
         Mortgage Loans to the extent not previously paid to or withheld by the
         Master Servicer (subject, in the case of Servicing Fees, to reduction
         as described above under "Servicing of the Mortgage Loans -- Adjustment
         to Servicing Fee in Connection with Prepaid Mortgage Loans") and, as
         additional servicing compensation, assumption fees, late payment
         charges (excluding prepayment charges), net earnings on or investment
         income with respect to funds in or credited to the Certificate Account
         and the amount of Prepayment Interest Excess for the related Prepayment
         Period,

                  (2) to reimburse the Master Servicer for Advances, such right
         of reimbursement with respect to any Mortgage Loan pursuant to this
         clause (2) being limited to amounts received that represent late
         recoveries of payments of principal and/or interest on the related
         Mortgage Loan (or Insurance Proceeds, Liquidation Proceeds or
         Subsequent Recoveries with respect thereto) with respect to which such
         Advance was made,

                  (3) to reimburse the Master Servicer for any Advances
         previously made that the Master Servicer has determined to be
         nonrecoverable,

                  (4) to reimburse the Master Servicer from Insurance Proceeds
         for expenses incurred by the Master Servicer and covered by the related
         insurance policy,

                  (5) to pay to the Master Servicer any unpaid Servicing Fees
         and to reimburse it for any unreimbursed ordinary and necessary
         out-of-pocket costs and expenses incurred by the Master Servicer in the
         performance of its master servicing obligations, such right of
         reimbursement pursuant to this clause (5) being limited to amounts
         received representing late recoveries of the payments of such costs and
         expenses (or Liquidation Proceeds or Subsequent Recoveries, purchase
         proceeds or repurchase proceeds with respect thereto),

                  (6) to pay to the applicable Seller or the Master Servicer, as
         applicable, with respect to each Mortgage Loan or Mortgaged Property
         acquired in respect thereof that has been purchased by that Seller or
         the Master Servicer from the Trust Fund pursuant to the Pooling and
         Servicing Agreement, all amounts received thereon and not taken into
         account in determining the related Stated Principal Balance of such
         purchased Mortgage Loan,

                  (7) to reimburse the applicable Seller, the Master Servicer,
         the NIM Insurer or the Depositor for fees and expenses incurred and
         reimbursable pursuant to the Pooling and Servicing Agreement,

                  (8) to withdraw any amount deposited in the Certificate
         Account and not required to be deposited therein, and

                  (9) to clear and terminate the Certificate Account upon
         termination of the Pooling and Servicing Agreement.

         In addition, not later than 1:00 p.m. Pacific Time on the Business Day
immediately preceding each Distribution Date (the "DISTRIBUTION ACCOUNT DEPOSIT
DATE"), the Master Servicer will withdraw from the Certificate Account and remit
to the Trustee the amount of the Interest Remittance Amount and the Principal
Remittance Amount to the extent on deposit in the Certificate Account, and the
Trustee will deposit such amount in the Distribution Account, as described
below.

         The "INTEREST REMITTANCE AMOUNT" with respect to each Loan Group is
equal to:

                  (a) the sum, without duplication, of:

                           (1) all scheduled interest collected during the
                  related Due Period (other than Credit Comeback Excess Amounts
                  (if any)), less the related Servicing Fees,

                                      S-40



                           (2) all interest on prepayments, other than
                  Prepayment Interest Excess,

                           (3) all Advances relating to interest,

                           (4) all Compensating Interest,

                           (5) all Liquidation Proceeds collected during the
                  related Due Period (to the extent such Liquidation Proceeds
                  relate to interest), and

                           (6) any Seller Shortfall Interest Requirement,

                  (b) less, all non-recoverable Advances relating to interest
         and certain expenses reimbursed during the related Due Period,

in each case with respect to the Mortgage Loans in such Loan Group.

         A "SELLER SHORTFALL INTEREST REQUIREMENT" with respect to the Master
Servicer Advance Date in each of October, November or December 2004, is the sum
of:

         (a) the product of: (1) the excess of the aggregate Stated Principal
Balances for such Distribution Date of the Mortgage Loans (including the
Subsequent Mortgage Loans, if any) owned by the Trust Fund at the beginning of
the related Due Period, over the aggregate Stated Principal Balance for such
Distribution Date of such Mortgage Loans (including such Subsequent Mortgage
Loans, if any) that have a scheduled payment of interest due in the related Due
Period, and (2) a fraction, the numerator of which is the weighted average Net
Mortgage Rate of such Mortgage Loans (including such Subsequent Mortgage Loans,
if any) (weighted on the basis of the Stated Principal Balances thereof for such
Distribution Date) and the denominator of which is 12; and

         (b) the lesser of:

                  (i) the product of: (1) the amount on deposit in the
Pre-Funding Account at the beginning of the related Due Period, and (2) a
fraction, the numerator of which is the weighted average Net Mortgage Rate of
the Mortgage Loans (including Subsequent Mortgage Loans, if any) owned by the
Trust Fund at the beginning of the related Due Period (weighted on the basis of
the Stated Principal Balances thereof for such Distribution Date) and the
denominator of which is 12; and

                  (ii) the excess of (x) the amount of Current Interest and
Interest Carry Forward Amount due and payable on the Offered Certificates (other
than the Class A-R Certificates) over (y) Interest Funds otherwise available to
pay Current Interest and the Interest Carry Forward Amount on the Offered
Certificates (other than the Class A-R Certificates) for such Distribution Date
(after giving effect to the addition of any amounts in clause (a) of this
definition of Seller Shortfall Interest Requirement to Interest Funds for such
Distribution Date).

         The "PRINCIPAL REMITTANCE AMOUNT" with respect to each Loan Group is
equal to:

                  (a) the sum, without duplication, of:

                           (1) the scheduled principal collected during the
                  related Due Period or advanced on or before the related Master
                  Servicer Advance Date,

                           (2) prepayments collected in the related Prepayment
                  Period,

                           (3) the Stated Principal Balance of each Mortgage
                  Loan that was repurchased by a Seller or purchased by the
                  Master Servicer,

                           (4) the amount, if any, by which the aggregate unpaid
                  principal balance of any Replacement Mortgage Loans delivered
                  by Countrywide Home Loans in connection with a

                                      S-41



                  substitution of a Mortgage Loan is less than the aggregate
                  unpaid principal balance of any Deleted Mortgage Loans, and

                           (5) all Liquidation Proceeds (to the extent such
                  Liquidation Proceeds relate to principal) and Subsequent
                  Recoveries collected during the related Due Period,

                  (b) less, all non-recoverable Advances relating to principal
         and certain expenses reimbursed during the related Due Period,

in each case with respect to the Mortgage Loans in such Loan Group.

         A "DUE PERIOD" with respect to any Distribution Date is the period
beginning on the second day of the calendar month preceding the calendar month
in which such Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.


DEPOSITS TO THE DISTRIBUTION ACCOUNT

         The Trustee will establish and maintain a distribution account (the
"DISTRIBUTION ACCOUNT") on behalf of the Certificateholders. The Trustee will,
promptly upon receipt, deposit in the Distribution Account and retain therein:

                  (1) the aggregate amount remitted by the Master Servicer to
         the Trustee,

                  (2) any amount required to be deposited by the Master Servicer
         in connection with any losses on investment of funds in the
         Distribution Account, and

                  (3) the amount, if any, remaining in the Pre-Funding Account
         (net of any investment income therefrom) on the Distribution Date
         immediately following the end of the Funding Period.


WITHDRAWALS FROM THE DISTRIBUTION ACCOUNT

         The Trustee will withdraw funds from the Distribution Account for
distribution to the Certificateholders, and payment to the Class 1-AV-1 Insurer
as described below under "-- Distributions" and may from time to time make
withdrawals from the Distribution Account:

                  (1) to pay the trustee fee (the "TRUSTEE FEE") to the Trustee,

                  (2) to pay to the Master Servicer, as additional servicing
         compensation, earnings on or investment income with respect to funds in
         or credited to the Distribution Account,

                  (3) to withdraw any amount deposited in the Distribution
         Account and not required to be deposited therein, and

                  (4) to clear and terminate the Distribution Account upon the
         termination of the Pooling and Servicing Agreement.


DISTRIBUTIONS

         General. Distributions on the Certificates will be made by the Trustee
on each Distribution Date to the persons in whose names such Certificates are
registered at the close of business on the Record Date. The "RECORD DATE" is:

     o   the Business Day immediately preceding such Distribution Date in the
         case of the Adjustable Rate Certificates, unless such Certificates are
         no longer book-entry certificates, in which case the Record Date will
         be the last Business Day of the month preceding the month of such
         Distribution Date and

                                      S-42



     o   the last Business Day of the month preceding the month of such
         Distribution Date in the case of the Fixed Rate Certificates and the
         Class A-R Certificates.

         A "DISTRIBUTION DATE" is the 25th day of each month, or if such day is
not a Business Day, on the first Business Day thereafter, commencing in October
2004.

         A "BUSINESS DAY" is any day other than:

     o   A Saturday or Sunday or

     o   A day on which banking institutions in the state of New York or
         California are required or authorized by law to be closed.

         Distributions will be made by check mailed to the address of the person
entitled thereto as it appears on the Certificate Register or, in the case of
any Certificateholder that holds 100% of a class of Certificates or who holds a
class of Certificates with an aggregate initial Certificate Principal Balance of
$1,000,000 or more and that has so notified the Trustee in writing in accordance
with the Pooling and Servicing Agreement, by wire transfer in immediately
available funds to the account of such Certificateholder at a bank or other
depository institution having appropriate wire transfer facilities; provided,
however, that the final distribution in retirement of the Certificates will be
made only upon presentation and surrender of such Certificates at the Corporate
Trust Office of the Trustee. On each Distribution Date, a holder of a
Certificate will receive such holder's Percentage Interest of the amounts
required to be distributed with respect to the applicable class of Certificates.
The "PERCENTAGE INTEREST" evidenced by a Certificate will equal the percentage
derived by dividing the denomination of such Certificate by the aggregate
denominations of all Certificates of the applicable class.

         On each Distribution Date, the Trustee will withdraw all prepayment
charges in the Distribution Account and distribute them (i) in the case of
prepayment charges from the Mortgage Loans in Loan Group 1, to the Class PF
Certificates, and (ii) in the case of prepayment charges from the Mortgage Loans
in Loan Group 2 and Loan Group 3, to the Class PV Certificates.

         Distributions of Interest. On each Distribution Date, the interest
distributable with respect to the interest-bearing certificates is the interest
which has accrued on the Certificate Principal Balance thereof immediately prior
to that Distribution Date at the then applicable related Pass-Through Rate
during the applicable Accrual Period. For any Distribution Date, the "ACCRUAL
PERIOD" for the Adjustable Rate Certificates is the period from and including
the preceding Distribution Date (or from and including the Closing Date in the
case of the first Distribution Date) to and including the day prior to the
current Distribution Date, and for the Fixed Rate Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs.

         All calculations of interest on the Adjustable Rate Certificates will
be made on the basis of a 360-day year and the actual number of days elapsed in
the applicable Accrual Period. All calculations of interest on the Fixed Rate
Certificates will be made on the basis of a 360-day year assumed to consist of
twelve 30-day months.

         Distributions of Interest Funds For Loan Group 1. On each Distribution
Date, the Interest Funds for such Distribution Date for Loan Group 1 are
required to be distributed in the following order of priority, until such
Interest Funds have been fully distributed:

                  (1) from the Interest Funds for Loan Group 1, concurrently to
         each class of Class AF Certificates, the Current Interest and Interest
         Carry Forward Amount for each such class and such Distribution Date,
         pro rata, based on their respective entitlements,

                  (2) from the remaining Interest Funds for Loan Group 1,
         sequentially:

                           (a) to the Class MF-1 Certificates, the Current
                  Interest for such class,

                           (b) to the Class MF-2 Certificates, the Current
                  Interest for such class,

                                      S-43



                           (c) to the Class MF-3 Certificates, the Current
                  Interest for such class,

                           (d) to the Class MF-4 Certificates, the Current
                  Interest for such class,

                           (e) to the Class MF-5 Certificates, the Current
                  Interest for such class,

                           (f) to the Class BF Certificates, the Current
                  Interest for such class, and

                           (g) any remainder as part of the Fixed Rate Loan
                  Group Excess Cashflow as described under
                  "--Overcollateralization Provisions" below.

         Distributions of Interest Funds for Loan Group 2 and Loan Group 3. On
each Distribution Date, the Interest Funds for such Distribution Date with
respect to Loan Group 2 and Loan Group 3 are required to be distributed in the
following order of priority, until such Interest Funds have been fully
distributed:

                  (1) concurrently:

                           (a) from Interest Funds for Loan Group 2,
                  sequentially, (i) to the Class 1-AV-1 Insurer, the premium
                  payable with respect to the Class 1-AV-1 Policy for such
                  Distribution Date, (ii) to the Class 1-AV-1 Certificates, the
                  Current Interest for such class and Distribution Date, (iii)
                  to the Class 1-AV-1 Insurer, any Class 1-AV-1 Reimbursement
                  Amount and (iv) to the Class 1-AV-1 Certificates, the Interest
                  Carry Forward Amount for such class and Distribution Date, in
                  that order,

                           (b) from Interest Funds for Loan Group 3,
                  concurrently to each class of Class 2-AV Certificates, the
                  Current Interest and Interest Carry Forward Amount for each
                  such class and such Distribution Date, pro rata, based on
                  their respective entitlements,

                  (2) from the remaining Interest Funds for Loan Group 2 and
          Loan Group 3, in the following order of priority:

                           (a) to the Class 1-AV-1 Insurer, any remaining
                  premium payable with respect to the Class 1-AV-1 Policy for
                  such Distribution Date not paid pursuant to clause (1)(a)(i)
                  above,

                           (b) to each class of Class AV Certificates, any
                  remaining Current Interest not paid pursuant to clauses
                  (1)(a)(ii) and (1)(b) above, pro rata, based on the
                  Certificate Principal Balances thereof, to the extent needed
                  to pay any Current Interest for each such class; provided that
                  Interest Funds remaining after such allocation to pay any
                  Current Interest based on the Certificate Principal Balances
                  of the Certificates will be distributed to each class of Class
                  AV Certificates with respect to which there remains any unpaid
                  Current Interest (after the distribution based on Certificate
                  Principal Balances), pro rata, based on the amount of such
                  remaining unpaid Current Interest;

                           (c) to the Class 1-AV-1 Insurer, any remaining Class
                  1-AV-1 Reimbursement Amount not paid pursuant to clause
                  (1)(a)(iii) above,

                           (d) to each class of Class AV Certificates, any
                  remaining Interest Carry Forward Amount not paid pursuant to
                  clauses (1)(a)(iv) and (1)(b) above, pro rata, based on the
                  Certificate Principal Balances thereof, to the extent needed
                  to pay any Interest Carry Forward Amount for each such class;
                  provided that Interest Funds remaining after such allocation
                  to pay any Interest Carry Forward Amount based on the
                  Certificate Principal Balances of the Certificates will be
                  distributed to each class of Class AV Certificates with
                  respect to which there remains any unpaid Interest Carry
                  Forward Amount (after the distribution based on Certificate
                  Principal Balances), pro rata, based on the amount of such
                  remaining unpaid Interest Carry Forward Amount;

                                      S-44




                  (3) from the remaining Interest Funds for Loan Group 2 and
          Loan Group 3, sequentially:

                           (a) to the Class MV-1 Certificates, the Current
                  Interest for such class,

                           (b) to the Class MV-2 Certificates, the Current
                  Interest for such class,

                           (c) to the Class MV-3 Certificates, the Current
                  Interest for such class,

                           (d) to the Class MV-4 Certificates, the Current
                  Interest for such class,

                           (e) to the Class MV-5 Certificates, the Current
                  Interest for such class,

                           (f) to the Class MV-6 Certificates, the Current
                  Interest for such class,

                           (g) to the Class MV-7 Certificates, the Current
                  Interest for such class,

                           (h) to the Class MV-8 Certificates, the Current
                  Interest for such class,

                           (i) to the Class BV Certificates, the Current
                  Interest for such class, and

                           (j) any remainder as part of the Adjustable Rate Loan
                  Group Excess Cashflow as described under
                  "--Overcollateralization Provisions" below.

         Distributions of Funds from the Corridor Contracts. On each
Distribution Date on or prior to the applicable Corridor Contract Termination
Date, amounts received by the Trustee in respect of each Corridor Contract for
such Distribution Date will be deposited in the Carryover Reserve Fund and then
distributed to the Class AF-1 Certificates, Class 1-AV-1 Certificates, Class
2-AV Certificates or the Adjustable Rate Subordinate Certificates, as
applicable, to pay any unpaid Net Rate Carryover as follows:

                  (i) in the case of any such amounts received on the Class AF-1
         Corridor Contract, to the Class AF-1 Certificates, to the extent needed
         to pay any Net Rate Carryover,

                  (ii) in the case of any such amounts received on the Class
         1-AV-1 Corridor Contract, to the Class 1-AV-1 Certificates, to the
         extent needed to pay any Net Rate Carryover,

                  (iii) in the case of any such amounts received on the Class
         2-AV Corridor Contract, concurrently to each class of Class 2-AV
         Certificates, pro rata, based on the Certificate Principal Balances
         thereof, to the extent needed to pay any Net Rate Carryover for each
         such class; and then, any amounts remaining after such allocation to
         pay Net Rate Carryover based on the Certificate Principal Balances of
         the Class 2-AV Certificates will be distributed to each class of Class
         2-AV Certificates to the extent needed to pay any remaining unpaid Net
         Rate Carryover, pro rata, based on the amount of such remaining unpaid
         Net Rate Carryover, and

                  (iv) in the case of any such amounts received on the
         Adjustable Rate Subordinate Corridor Contract, concurrently to each
         class of Adjustable Rate Subordinate Certificates, pro rata, based on
         the Certificate Principal Balances thereof, to the extent needed to pay
         any Net Rate Carryover for each such class; and then, any amounts
         remaining after such allocation to pay Net Rate Carryover based on the
         Certificate Principal Balances of the Adjustable Rate Subordinate
         Certificates will be distributed to each class of Adjustable Rate
         Subordinate Certificates to the extent needed to pay any remaining
         unpaid Net Rate Carryover, pro rata, based on the amount of such
         remaining unpaid Net Rate Carryover.

         Any amounts remaining after the application of such amounts as
described in each of clauses (i) through (iv) above received from each
respective Corridor Contract will be distributed to (a) the holders of the Class
CF Certificates, in the case of amounts received in respect of the Class AF-1
Corridor Contract and (b) the Class CV Certificates, in the case of amounts
received in respect of the Class 1-AV-1 Corridor Contract, the Class 2-AV

                                      S-45



Corridor Contract and the Adjustable Rate Subordinate Corridor Contract and will
not be available for the payment of any Net Rate Carryover on any class or
classes of Certificates unless a Corridor Contract is subject to an early
termination, in which case any early termination payment received in respect of
such Corridor Contract will be deposited by the Trustee in the Carryover Reserve
Fund to cover any Net Rate Carryover on the class or classes of Certificates
specifically benefiting from such Corridor Contract until the applicable
Corridor Contract Termination Date. See "-- Carryover Reserve Fund" below.

         The "INTEREST FUNDS" for any Loan Group are equal to (1) the Interest
Remittance Amount for that Loan Group, less (2) the portion of the Trustee Fee
allocable to that Loan Group for such Distribution Date.

         "CURRENT INTEREST," with respect to each class of interest-bearing
certificates and each Distribution Date, is the interest accrued at the
applicable Pass-Through Rate for the applicable Accrual Period on the
Certificate Principal Balance of such class immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such class that is recovered as a voidable preference by a trustee
in bankruptcy.

         "INTEREST CARRY FORWARD AMOUNT," with respect to each class of
interest-bearing certificates and each Distribution Date, is the excess of:

                  (a) Current Interest for such class with respect to prior
          Distribution Dates over

                  (b) the amount actually distributed to such class with respect
          to interest on prior Distribution Dates.

         The "PASS-THROUGH RATE" with respect to each Accrual Period and each
class of Adjustable Rate Certificates will be a per annum rate equal to the
lesser of:

                  (1) One-Month LIBOR for such Accrual Period (calculated as
         described below under "-- Calculation of One-Month LIBOR") plus the
         Pass-Through Margin for such class and Accrual Period, and

                  (2) the applicable Net Rate Cap for the related Distribution
         Date.

         The "PASS-THROUGH RATE" with respect to each Accrual Period and the
Fixed Rate Certificates will be a per annum rate equal to the lesser of:

                  (1) the per annum fixed rate for such class and such Accrual
         Period set forth in the summary of this prospectus supplement under
         "Description of the Certificates -- General" and

                  (2) the applicable Net Rate Cap for the related Distribution
         Date.

         The "ADJUSTED NET MORTGAGE RATE" with respect to each Mortgage Loan is
equal to the Mortgage Rate less the related Expense Fee Rate.

         The "EXPENSE FEE RATE" with respect to each Mortgage Loan is equal to
the sum of (i) the Servicing Fee Rate and (ii) the trustee fee rate as provided
in the Pooling and Servicing Agreement.

         The "NET RATE CAP" for each Distribution Date is equal to:

         (i) with respect to each class of Class AF Certificates and each class
of Fixed Rate Subordinate Certificates, the weighted average Adjusted Net
Mortgage Rate on the Mortgage Loans in Loan Group 1 for such Distribution Date
adjusted, in the case of the Class AF-1 Certificates only, to an effective rate
reflecting the calculation of interest on the basis of the actual number of days
elapsed during the related Accrual Period and a 360-day year,

         (ii) with respect to the Class 1-AV-1 Certificates, the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group 2 for
such Distribution Date less the Class 1-AV-1 Policy Premium Rate, adjusted

                                      S-46




to an effective rate reflecting the calculation of interest on the basis of the
actual number of days elapsed during the related Accrual Period and a 360-day
year,

         (iii) with respect to each class of Class 2-AV Certificates, the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group
3 for such Distribution Date, adjusted to an effective rate reflecting the
calculation of interest on the basis of the actual number of days elapsed during
the related Accrual Period and a 360-day year, and

         (iv) with respect to each class of Adjustable Rate Subordinate
Certificates, the weighted average of (a) the weighted average Adjusted Net
Mortgage Rate of the Mortgage Loans in Loan Group 2 for such Distribution Date
(weighted by an amount equal to the positive difference (if any) of the sum of
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 and
the amount on deposit in the Pre-Funding Account in respect of Loan Group 2 over
the outstanding Certificate Principal Balance of the Class 1-AV-1 Certificates)
and (b) the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in
Loan Group 3 on such Distribution Date (weighted by an amount equal to the
positive difference (if any) of the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 3 and the amount on deposit in the
Pre-Funding Account in respect of Loan Group 3 over the outstanding Certificate
Principal Balance of the Class 2-AV Certificates), adjusted to an effective rate
reflecting the calculation of interest on the basis of the actual number of days
elapsed during the related Accrual Period and a 360-day year.

         "CLASS 1-AV-1 POLICY PREMIUM RATE" means, with respect to any
Distribution Date, the percentage equivalent of the fraction, the numerator of
which is the product of 12 and the monthly premium payments with respect to the
Class 1-AV-1 Certificates and the denominator of which is the Certificate
Principal Balance of the Class 1-AV-1 Certificates immediately prior to such
Distribution Date.

         The "PASS-THROUGH MARGIN" for each class of Adjustable Rate
Certificates is as follows:

                                                        (1)           (2)
                                                      -------       -------
               Class AF-1............................  0.200%        0.200%
               Class 1-AV-1..........................  0.300%        0.600%
               Class 2-AV-1..........................  0.160%        0.320%
               Class 2-AV-2..........................  0.340%        0.680%
               Class 2-AV-3..........................  0.520%        1.040%
               Class MV-1............................  0.620%        0.930%
               Class MV-2............................  0.670%        1.005%
               Class MV-3............................  0.730%        1.095%
               Class MV-4............................  1.050%        1.575%
               Class MV-5............................  1.100%        1.650%
               Class MV-6............................  1.300%        1.950%
               Class MV-7............................  1.700%        2.550%
               Class MV-8............................  1.800%        2.700%
               Class BV..............................  3.000%        4.500%
----------
(1)  For any Accrual Period relating to any Distribution Date occurring on
     or prior to the Optional Termination Date.

(2)  For any Accrual Period relating to any Distribution Date occurring
     after the Optional Termination Date.

         The "NET RATE CARRYOVER" for a class of interest-bearing certificates
on any Distribution Date is the excess of:

                  (1) the amount of interest that such class would have accrued
         for such Distribution Date had the Pass-Through Rate for that class and
         the related Accrual Period not been calculated based on the applicable
         Net Rate Cap, over

                  (2) the amount of interest such class accrued on such
          Distribution Date based on the applicable Net Rate Cap,

                                      S-47




plus the unpaid portion of any such excess from prior Distribution Dates (and
interest accrued thereon at the then applicable Pass-Through Rate, without
giving effect to the applicable Net Rate Cap). Any Net Rate Carryover for the
Class 1-AV-1 Certificates will not be covered by the Class 1-AV-1 Policy.

         Distributions of Principal Distribution Amount for Loan Group 1. On
each Distribution Date, the Principal Distribution Amount for such Distribution
Date for Loan Group 1 is required to be distributed as follows until such
Principal Distribution Amount has been fully distributed (with the Principal
Remittance Amount being applied first and the Extra Principal Distribution
Amount being applied thereafter):

                  (1) For each Distribution Date prior to the Fixed Rate
         Stepdown Date or on which a Fixed Rate Trigger Event is in effect, from
         the Principal Distribution Amount for Loan Group 1, sequentially:

                           (A) to the Class A-R Certificates until the
                  Certificate Principal Balance thereof is reduced to zero,

                           (B) to the Class AF Certificates, in the order and
                  priorities set forth in clause (3) below, until the
                  Certificate Principal Balances thereof are reduced to zero,

                           (C) to the Class MF-1 Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero,

                           (D) to the Class MF-2 Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero,

                           (E) to the Class MF-3 Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero,

                           (F) to the Class MF-4 Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero,

                           (G) to the Class MF-5 Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero,

                           (H) to the Class BF Certificates, until the
                  Certificate Principal Balance thereof is reduced to zero, and

                           (I) any remainder as part of the Fixed Rate Loan
                  Group Excess Cashflow to be allocated as described under
                  "--Overcollateralization Provisions" below.

                  (2) For each Distribution Date on or after the Fixed Rate
         Stepdown Date and so long as a Fixed Rate Trigger Event is not in
         effect from the Principal Distribution Amount for Loan Group 1,
         sequentially:

                           (A) in an amount up to the Class AF Principal
                  Distribution Amount, to the Class AF Certificates in the order
                  and priorities set forth in clause (3) below, until the
                  Certificate Principal Balances thereof are reduced to zero,

                           (B) to the Class MF-1 Certificates, the Class MF-1
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (C) to the Class MF-2 Certificates, the Class MF-2
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (D) to the Class MF-3 Certificates, the Class MF-3
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                                      S-48



                           (E) to the Class MF-4 Certificates, the Class MF-4
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (F) to the Class MF-5 Certificates, the Class MF-5
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (G) to the Class BF Certificates, the Class BF
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero, and

                           (H) any remainder as part of the Fixed Rate Loan
                  Group Excess Cashflow to be allocated as described under
                  "--Overcollateralization Provisions" below.

                  (3) On each Distribution Date on which any principal amounts
         are to be distributed to the Class AF Certificates, such amounts will
         be distributed to the Class AF Certificates in the following order of
         priority:

                           (A) the NAS Principal Distribution Amount to the
                  Class AF-6 Certificates, until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (B) sequentially, to the Class AF-1, Class AF-2,
                  Class AF-3, Class AF-4 and Class AF-5 Certificates, in that
                  order, in each case until the Certificate Principal Balance
                  thereof is reduced to zero, and

                           (C) to the Class AF-6 Certificates without regard to
                  the NAS Principal Distribution Amount, until the Certificate
                  Principal Balance thereof is reduced to zero.

         Notwithstanding the foregoing order of priority, on any Distribution
Date on which the aggregate Certificate Principal Balance of the Class AF
Certificates is greater than the sum of the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group 1 and any amount on deposit in the
Pre-Funding Account in respect of Loan Group 1, any principal amounts to be
distributed to the Class AF Certificates will be distributed pro rata, based on
the Certificate Principal Balances thereof, in each case until the Certificate
Principal Balances thereof are reduced to zero, and not as described above.

         Distributions of Principal Distribution Amount for Loan Group 2 and
Loan Group 3. On each Distribution Date, the Principal Distribution Amount for
such Distribution Date for Loan Group 2 and Loan Group 3 is required to be
distributed as follows until such Principal Distribution Amount has been fully
distributed (with the Principal Remittance Amount being applied first and the
Extra Principal Distribution Amount being applied thereafter):

                  (1) For each Distribution Date prior to the Adjustable Rate
         Stepdown Date or on which an Adjustable Rate Trigger Event is in
         effect, sequentially:

                           (A) concurrently:

                                (i) from the Principal Distribution Amount for
                       Loan Group 2, sequentially:

                                     (a) to the Class 1-AV-1 Insurer, any
                            remaining premium payable with respect to the Class
                            1-AV-1 Policy that has not been paid from Interest
                            Funds for Loan Group 2 and Loan Group 3 for such
                            Distribution Date,

                                     (b) to the Class 1-AV-1 Certificates, until
                            the Certificate Principal Balance thereof is reduced
                            to zero,

                                     (c) to the Class 1-AV-1 Insurer, any
                            remaining Class 1-AV-1 Reimbursement Amount that has
                            not been paid from Interest Funds for Loan Group 2
                            and Loan Group 3 for such Distribution Date; and

                                      S-49




                                     (d) to each class of Class 2-AV
                            Certificates (after the distribution of the
                            Principal Distribution Amount from Loan Group 3 as
                            provided in clause (1)(A)(ii)(a) below), in the
                            order and priorities set forth in clause (3) below,
                            until the Certificate Principal Balances thereof are
                            reduced to zero,

                                (ii) from the Principal Distribution Amount for
                       Loan Group 3, sequentially:

                                     (a) to each class of Class 2-AV
                            Certificates, in the order and priorities set forth
                            in clause (3) below, until the Certificate Principal
                            Balances thereof are reduced to zero, and

                                     (b) from any remaining Principal
                            Distribution Amount for Loan Group 3, first to the
                            Class 1-AV-1 Insurer any remaining premium payable
                            with respect to the Class 1-AV-1 Policy for such
                            Distribution Date to the extent not previously paid
                            pursuant to clause (1)(A)(i)(a) above, second, to
                            the Class 1-AV-1 Certificates (after the
                            distribution of the Principal Distribution Amount
                            from Loan Group 2 as provided in clause (1)(A)(i)(b)
                            above), until the Certificate Principal Balance
                            thereof is reduced to zero and third, to the Class
                            1-AV-1 Insurer, any remaining Class 1-AV-1
                            Reimbursement Amount to the extent not previously
                            paid pursuant to clause (1)(A)(i)(c) above,

                            (B) from the remaining Principal Distribution
                  Amounts for Loan Group 2 and Loan Group 3, sequentially:

                                 (i) to the Class MV-1 Certificates, until the
                            Certificate Principal Balance thereof is reduced to
                            zero,

                                 (ii) to the Class MV-2 Certificates, until the
                            Certificate Principal Balance thereof is reduced to
                            zero,

                                 (iii) to the Class MV-3 Certificates, until the
                            Certificate Principal Balance thereof is reduced to
                            zero,

                                 (iv) to the Class MV-4 Certificates, until the
                            Certificate Principal Balance thereof is reduced to
                            zero,

                                 (v) to the Class MV-5 Certificates, until the
                            Certificate Principal Balance thereof is reduced to
                            zero,

                                 (vi) to the Class MV-6 Certificates, until the
                            Certificate Principal Balance thereof is reduced to
                            zero,

                                 (vii) to the Class MV-7 Certificates, until the
                            Certificate Principal Balance thereof is reduced to
                            zero,

                                 (viii) to the Class MV-8 Certificates, until
                            the Certificate Principal Balance thereof is reduced
                            to zero,

                                 (ix) to the Class BV Certificates, until the
                            Certificate Principal Balance thereof is reduced to
                            zero, and

                                 (x) any remainder as part of the Adjustable
                            Rate Loan Group Excess Cashflow to be allocated as
                            described under "--Overcollateralization Provisions"
                            below.

                                      S-50



                  (2) For each Distribution Date on or after the Adjustable Rate
         Stepdown Date and so long as an Adjustable Rate Trigger Event is not in
         effect, from the Principal Distribution Amounts for Loan Group 2 and
         Loan Group 3, sequentially:

                           (A) in an amount up to the Class AV Principal
                  Distribution Target Amount, pro rata based on the related
                  Class AV Principal Distribution Allocation Amount for the
                  Class 1-AV-1 Certificates and the Class 2-AV Certificates,
                  respectively, concurrently, to (I) the Class 1-AV-1
                  Certificates, in an amount up to the Class 1-AV-1 Principal
                  Distribution Amount, until the Certificate Principal Balance
                  thereof is reduced to zero and (II) each class of Class 2-AV
                  Certificates, in an amount up to the Class 2-AV Principal
                  Distribution Amount in the order and priorities set forth in
                  clause (3) below, until the Certificate Principal Balances
                  thereof are reduced to zero; provided, however, that if either
                  the Certificate Principal Balance of the Class 1-AV-1
                  Certificates or the aggregate Certificate Principal Balance of
                  the Class 2-AV Certificates is reduced to zero then any
                  remaining unpaid Class AV Principal Distribution Target Amount
                  will be distributed pro rata to each class of remaining Class
                  AV Certificates based on their remaining respective
                  Certificate Principal Balances after distributions from (I)
                  and (II) above,

                           (B) to the Class 1-AV-1 Insurer, any remaining
                  premium payable with respect to the Class 1-AV-1 Policy and
                  any remaining Class 1-AV-1 Reimbursement Amount that has not
                  been paid from Interest Funds for Loan Group 2 and Loan Group
                  3 for such Distribution Date,

                           (C) to the Class MV-1 Certificates, the Class MV-1
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (D) to the Class MV-2 Certificates, the Class MV-2
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (E) to the Class MV-3 Certificates, the Class MV-3
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (F) to the Class MV-4 Certificates, the Class MV-4
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (G) to the Class MV-5 Certificates, the Class MV-5
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (H) to the Class MV-6 Certificates, the Class MV-6
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (I) to the Class MV-7 Certificates, the Class MV-7
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (J) to the Class MV-8 Certificates, the Class MV-8
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero,

                           (K) to the Class BV Certificates, the Class BV
                  Principal Distribution Amount until the Certificate Principal
                  Balance thereof is reduced to zero, and

                           (L) any remainder as part of the Adjustable Rate Loan
                  Group Excess Cashflow to be allocated as described under
                  "--Overcollateralization Provisions" below.

                  (3) On each Distribution Date on which any principal amounts
         are to be distributed to the Class 2-AV Certificates, such amounts will
         be distributed sequentially, to the Class 2-AV-1, Class 2-AV-2 and
         Class 2-AV-3 Certificates, in that order, in each case until the
         Certificate Principal Balance thereof is reduced to zero.

                                      S-51



                  Notwithstanding the foregoing order of priority, on any
         Distribution Date on which (x) the aggregate Certificate Principal
         Balance of the Class AV Certificates is greater than the sum of (i) the
         aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
         2 and Loan Group 3 and (ii) any amount on deposit in the Pre-Funding
         Account in respect of Loan Group 2 and Loan Group 3 and (y) the
         aggregate Certificate Principal Balance of the Class 2-AV Certificates
         is greater than the sum of (i) the aggregate Stated Principal Balance
         of the Mortgage Loans in Loan Group 3 and (ii) any amount on deposit in
         the Pre-Funding Account in respect of Loan Group 3, any principal
         amounts to be distributed to the Class 2-AV Certificates will be
         distributed pro rata, based on the Certificate Principal Balances
         thereof, in each case until the Certificate Principal Balance thereof
         is reduced to zero, and not as described above.

         "PRINCIPAL DISTRIBUTION AMOUNT" with respect to each Distribution Date
and a Loan Group is the sum of:

                  (1) the Principal Remittance Amount for such Loan Group for
         such Distribution Date,

                  (2) the Extra Principal Distribution Amount for such Loan
         Group for such Distribution Date, and

                  (3) with respect to the Distribution Date immediately
         following the end of the Funding Period, the amount, if any, remaining
         in the Pre-Funding Account at the end of the Funding Period (net of any
         investment income therefrom) allocable to such Loan Group.

         "CLASS AF PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date will
equal the excess of:

                  (1) the aggregate Certificate Principal Balance of the Class
         AF Certificates immediately prior to such Distribution Date, over

                  (2) the lesser of (i) 69.80% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 1 for such Distribution
         Date and (ii) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 1 for such Distribution Date minus the Fixed Rate
         OC Floor.

         "CLASS MF-1 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AF Certificates (after taking into account
                  distribution of the Class AF Principal Distribution Amount for
                  such Distribution Date), and

                           (b) the Certificate Principal Balance of the Class
                  MF-1 Certificates immediately prior to such Distribution Date,
                  over

                  (2) the lesser of (x) 79.80% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 1 for such Distribution
         Date and (y) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 1 for such Distribution Date minus the Fixed Rate
         OC Floor;

         provided, however, that if the Class MF-1 Certificates are the only
         class of Fixed Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 1 until the
         Certificate Principal Balance thereof is reduced to zero.

         "CLASS MF-2 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) of the sum of:

                                      S-52



                           (a) the aggregate Certificate Principal Balance of
                  the Class AF Certificates (after taking into account
                  distribution of the Class AF Principal Distribution Amount for
                  such Distribution Date),

                           (b) the Certificate Principal Balance of the Class
                  MF-1 Certificates (after taking into account distribution of
                  the Class MF-1 Principal Distribution Amount for such
                  Distribution Date) and

                           (c) the Certificate Principal Balance of the Class
                  MF-2 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 87.60% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 1 for such Distribution
         Date and (y) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 1 for such Distribution Date minus the Fixed Rate
         OC Floor;

         provided, however, that if the Class MF-2 Certificates are the only
         class of Fixed Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 1 until the
         Certificate Principal Balance thereof is reduced to zero.

         "CLASS MF-3 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AF Certificates (after taking into account
                  distribution of the Class AF Principal Distribution Amount for
                  such Distribution Date),

                           (b) the Certificate Principal Balance of the Class
                  MF-1 Certificates (after taking into account distribution of
                  the Class MF-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MF-2 Certificates (after taking into account distribution of
                  the Class MF-2 Principal Distribution Amount for such
                  Distribution Date) and

                           (d) the Certificate Principal Balance of the Class
                  MF-3 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 89.60% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 1 for such Distribution
         Date and (y) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 1 for such Distribution Date minus the Fixed Rate
         OC Floor;

         provided, however, that if the Class MF-3 Certificates are the only
         class of Fixed Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 1 until the
         Certificate Principal Balance thereof is reduced to zero.

         "CLASS MF-4 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AF Certificates (after taking into account
                  distribution of the Class AF Principal Distribution Amount for
                  such Distribution Date),

                                      S-53




                           (b) the Certificate Principal Balance of the Class
                  MF-1 Certificates (after taking into account distribution of
                  the Class MF-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MF-2 Certificates (after taking into account distribution of
                  the Class MF-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MF-3 Certificates (after taking into account distribution of
                  the Class MF-3 Principal Distribution Amount for such
                  Distribution Date), and

                           (e) the Certificate Principal Balance of the Class
                  MF-4 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 91.60% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 1 for such Distribution
         Date and (y) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 1 for such Distribution Date minus the Fixed Rate
         OC Floor;

         provided, however, that if the Class MF-4 Certificates are the only
         class of Fixed Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 1 until the
         Certificate Principal Balance thereof is reduced to zero.

         "CLASS MF-5 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AF Certificates (after taking into account
                  distribution of the Class AF Principal Distribution Amount for
                  such Distribution Date),

                           (b) the Certificate Principal Balance of the Class
                  MF-1 Certificates (after taking into account distribution of
                  the Class MF-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MF-2 Certificates (after taking into account distribution of
                  the Class MF-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MF-3 Certificates (after taking into account distribution of
                  the Class MF-3 Principal Distribution Amount for such
                  Distribution Date),

                           (e) the Certificate Principal Balance of the Class
                  MF-4 Certificates (after taking into account distribution of
                  the Class MF-4 Principal Distribution Amount for such
                  Distribution Date), and

                           (f) the Certificate Principal Balance of the Class
                  MF-5 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 93.60% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 1 for such Distribution
         Date and (y) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 1 for such Distribution Date minus the Fixed Rate
         OC Floor;

         provided, however, that if the Class MF-5 Certificates are the only
         class of Fixed Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 1 until the
         Certificate Principal Balance thereof is reduced to zero.

                                      S-54



         "CLASS BF PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date will
equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AF Certificates (after taking into account
                  distribution of the Class AF Principal Distribution Amount for
                  such Distribution Date),

                           (b) the Certificate Principal Balance of the Class
                  MF-1 Certificates (after taking into account distribution of
                  the Class MF-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MF-2 Certificates (after taking into account distribution of
                  the Class MF-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MF-3 Certificates (after taking into account distribution of
                  the Class MF-3 Principal Distribution Amount for such
                  Distribution Date),

                           (e) the Certificate Principal Balance of the Class
                  MF-4 Certificates (after taking into account distribution of
                  the Class MF-4 Principal Distribution Amount for such
                  Distribution Date),

                           (f) the Certificate Principal Balance of the Class
                  MF-5 Certificates (after taking into account distribution of
                  the Class MF-5 Principal Distribution Amount for such
                  Distribution Date), and

                           (g) the Certificate Principal Balance of the Class BF
                  Certificates immediately prior to such Distribution Date over

                  (2) the lesser of (x) 95.60% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 1 for such Distribution
         Date and (y) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 1 for such Distribution Date minus the Fixed Rate
         OC Floor;

         provided, however, that if the Class BF Certificates are the only class
         of Fixed Rate Subordinate Certificates outstanding on such Distribution
         Date, they will be entitled to receive the entire remaining Principal
         Distribution Amount for Loan Group 1 until the Certificate Principal
         Balance thereof is reduced to zero.

         "CLASS AV PRINCIPAL DISTRIBUTION TARGET AMOUNT" for any Distribution
Date will equal the excess of:

                  (1) the aggregate Certificate Principal Balance of the Class
         AV Certificates immediately prior to such Distribution Date, over

                  (2) the lesser of (i) 63.90% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (ii) the aggregate Stated Principal Balance of
         the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date minus the Adjustable Rate OC Floor.

         "CLASS AV PRINCIPAL DISTRIBUTION ALLOCATION AMOUNT" for any
Distribution Date, (a) in the case of the Class 1-AV-1 Certificates, the Class
1-AV-1 Principal Distribution Amount and (b) in the case of the Class 2-AV
Certificates, the Class 2-AV Principal Distribution Amount.

         "CLASS 1-AV-1 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date,
will equal the product of (x) the Class AV Principal Distribution Target Amount
and (y) a fraction, the numerator of which is the Class 1-AV-1 Principal
Distribution Target Amount and the denominator of which is the sum of the Class
1-AV-1 Principal Distribution Target Amount and the Class 2-AV Principal
Distribution Target Amount.

                                      S-55



         "CLASS 1-AV-1 PRINCIPAL DISTRIBUTION TARGET AMOUNT" for any
Distribution Date, will equal the excess of:

                  (1) the Certificate Principal Balance of the Class 1-AV-1
         Certificates immediately prior to such Distribution Date, over

                  (2) the lesser of (x) 63.90% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 for such Distribution
         Date and (y) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 2 for such Distribution Date minus 0.50% of the sum
         of the aggregate Initial Cut-off Date Principal Balance of the Initial
         Mortgage Loans in Loan Group 2 and the Pre-Funded Amount in respect of
         Loan Group 2.

         "CLASS 2-AV PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date,
will equal the product of (x) the Class AV Principal Distribution Target Amount
and (y) a fraction, the numerator of which is the Class 2-AV Principal
Distribution Target Amount and the denominator of which is the sum of the Class
1-AV-1 Principal Distribution Target Amount and the Class 2-AV Principal
Distribution Target Amount.

         "CLASS 2-AV PRINCIPAL DISTRIBUTION TARGET AMOUNT" for any Distribution
Date, will equal the excess of:

                  (1) the aggregate Certificate Principal Balance of the Class
         2-AV Certificates immediately prior to such Distribution Date, over

                  (2) the lesser of (x) 63.90% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 3 for such Distribution
         Date and (y) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 3 for such Distribution Date minus 0.50% the sum of
         the aggregate Initial Cut-off Date Principal Balance of the Initial
         Mortgage Loans in Loan Group 3 and the Pre-Funded Amount in respect of
         Loan Group 3.

         "CLASS MV-1 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under "--Distributions of Principal Distribution Amount
                  for Loan Group 2 and Loan Group 3" above for such Distribution
                  Date), and

                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates immediately prior to such Distribution Date,
                  over

                  (2) the lesser of (x) 70.30% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class MV-1 Certificates are the only
         class of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.

         "CLASS MV-2 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) of the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under

                                      S-56



                  "--Distributions of Principal Distribution Amount for Loan
                  Group 2 and Loan Group 3" above for such Distribution Date),

                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates (after taking into account distribution of
                  the Class MV-1 Principal Distribution Amount for such
                  Distribution Date) and

                           (c) the Certificate Principal Balance of the Class
                  MV-2 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 76.30% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class MV-2 Certificates are the only
         class of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.

         "CLASS MV-3 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under "--Distributions of Principal Distribution Amount
                  for Loan Group 2 and Loan Group 3" above for such Distribution
                  Date),

                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates (after taking into account distribution of
                  the Class MV-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MV-2 Certificates (after taking into account distribution of
                  the Class MV-2 Principal Distribution Amount for such
                  Distribution Date) and

                           (d) the Certificate Principal Balance of the Class
                  MV-3 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 80.30% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class MV-3 Certificates are the only
         class of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.

         "CLASS MV-4 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                                      S-57


                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under "--Distributions of Principal Distribution Amount
                  for Loan Group 2 and Loan Group 3" above for such Distribution
                  Date),

                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates (after taking into account distribution of
                  the Class MV-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MV-2 Certificates (after taking into account distribution of
                  the Class MV-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MV-3 Certificates (after taking into account distribution of
                  the Class MV-3 Principal Distribution Amount for such
                  Distribution Date), and

                           (e) the Certificate Principal Balance of the Class
                  MV-4 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 83.30% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class MV-4 Certificates are the only
         class of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.

         "CLASS MV-5 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under "--Distributions of Principal Distribution Amount
                  for Loan Group 2 and Loan Group 3" above for such Distribution
                  Date),

                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates (after taking into account distribution of
                  the Class MV-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MV-2 Certificates (after taking into account distribution of
                  the Class MV-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MV-3 Certificates (after taking into account distribution of
                  the Class MV-3 Principal Distribution Amount for such
                  Distribution Date),

                           (e) the Certificate Principal Balance of the Class
                  MV-4 Certificates (after taking into account distribution of
                  the Class MV-4 Principal Distribution Amount for such
                  Distribution Date), and

                                      S-58



                           (f) the Certificate Principal Balance of the Class
                  MV-5 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 86.50% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class MV-5 Certificates are the only
         class of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.

         "CLASS MV-6 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under "--Distributions of Principal Distribution Amount
                  for Loan Group 2 and Loan Group 3" above for such Distribution
                  Date),

                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates (after taking into account distribution of
                  the Class MV-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MV-2 Certificates (after taking into account distribution of
                  the Class MV-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MV-3 Certificates (after taking into account distribution of
                  the Class MV-3 Principal Distribution Amount for such
                  Distribution Date),

                           (e) the Certificate Principal Balance of the Class
                  MV-4 Certificates (after taking into account distribution of
                  the Class MV-4 Principal Distribution Amount for such
                  Distribution Date),

                           (f) the Certificate Principal Balance of the Class
                  MV-5 Certificates (after taking into account distribution of
                  the Class MV-5 Principal Distribution Amount for such
                  Distribution Date), and

                           (g) the Certificate Principal Balance of the Class
                  MV-6 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 89.10% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class MV-6 Certificates are the only
         class of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.

                                      S-59



         "CLASS MV-7 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under "--Distributions of Principal Distribution Amount
                  for Loan Group 2 and Loan Group 3" above for such Distribution
                  Date),

                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates (after taking into account distribution of
                  the Class MV-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MV-2 Certificates (after taking into account distribution of
                  the Class MV-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MV-3 Certificates (after taking into account distribution of
                  the Class MV-3 Principal Distribution Amount for such
                  Distribution Date),

                           (e) the Certificate Principal Balance of the Class
                  MV-4 Certificates (after taking into account distribution of
                  the Class MV-4 Principal Distribution Amount for such
                  Distribution Date),

                           (f) the Certificate Principal Balance of the Class
                  MV-5 Certificates (after taking into account distribution of
                  the Class MV-5 Principal Distribution Amount for such
                  Distribution Date),

                           (g) the Certificate Principal Balance of the Class
                  MV-6 Certificates (after taking into account distribution of
                  the Class MV-6 Principal Distribution Amount for such
                  Distribution Date), and

                           (h) the Certificate Principal Balance of the Class
                  MV-7 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 91.30% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class MV-7 Certificates are the only
         class of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.


         "CLASS MV-8 PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date
will equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under "--Distributions of Principal Distribution Amount
                  for Loan Group 2 and Loan Group 3" above for such Distribution
                  Date),

                                      S-60



                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates (after taking into account distribution of
                  the Class MV-1 Principal Distribution Amount for such
                  Distribution Date),

                           (c) the Certificate Principal Balance of the Class
                  MV-2 Certificates (after taking into account distribution of
                  the Class MV-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MV-3 Certificates (after taking into account distribution of
                  the Class MV-3 Principal Distribution Amount for such
                  Distribution Date),

                           (e) the Certificate Principal Balance of the Class
                  MV-4 Certificates (after taking into account distribution of
                  the Class MV-4 Principal Distribution Amount for such
                  Distribution Date),

                           (f) the Certificate Principal Balance of the Class
                  MV-5 Certificates (after taking into account distribution of
                  the Class MV-5 Principal Distribution Amount for such
                  Distribution Date),

                           (g) the Certificate Principal Balance of the Class
                  MV-6 Certificates (after taking into account distribution of
                  the Class MV-6 Principal Distribution Amount for such
                  Distribution Date),

                           (h) the Certificate Principal Balance of the Class
                  MV-7 Certificates (after taking into account distribution of
                  the Class MV-7 Principal Distribution Amount for such
                  Distribution Date), and

                           (i) the Certificate Principal Balance of the Class
                  MV-8 Certificates immediately prior to such Distribution Date
                  over

                  (2) the lesser of (x) 93.30% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class MV-8 Certificates are the only
         class of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.

         "CLASS BV PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date will
equal the excess of:

                  (1) the sum of:

                           (a) the aggregate Certificate Principal Balance of
                  the Class AV Certificates (after taking into account
                  distributions to the Class AV Certificates pursuant to clause
                  (2)(A) under "--Distributions of Principal Distribution Amount
                  for Loan Group 2 and Loan Group 3" above for such Distribution
                  Date),

                           (b) the Certificate Principal Balance of the Class
                  MV-1 Certificates (after taking into account distribution of
                  the Class MV-1 Principal Distribution Amount for such
                  Distribution Date),

                                      S-61



                           (c) the Certificate Principal Balance of the Class
                  MV-2 Certificates (after taking into account distribution of
                  the Class MV-2 Principal Distribution Amount for such
                  Distribution Date),

                           (d) the Certificate Principal Balance of the Class
                  MV-3 Certificates (after taking into account distribution of
                  the Class MV-3 Principal Distribution Amount for such
                  Distribution Date) and

                           (e) the Certificate Principal Balance of the Class
                  MV-4 Certificates (after taking into account distribution of
                  the Class MV-4 Principal Distribution Amount for such
                  Distribution Date),

                           (f) the Certificate Principal Balance of the Class
                  MV-5 Certificates (after taking into account distribution of
                  the Class MV-5 Principal Distribution Amount for such
                  Distribution Date),

                           (g) the Certificate Principal Balance of the Class
                  MV-6 Certificates (after taking into account distribution of
                  the Class MV-6 Principal Distribution Amount for such
                  Distribution Date),

                           (h) the Certificate Principal Balance of the Class
                  MV-7 Certificates (after taking into account distribution of
                  the Class MV-7 Principal Distribution Amount for such
                  Distribution Date),

                           (i) the Certificate Principal Balance of the Class
                  MV-8 Certificates (after taking into account distribution of
                  the Class MV-8 Principal Distribution Amount for such
                  Distribution Date), and

                           (j) the Certificate Principal Balance of the Class BV
                  Certificates immediately prior to such Distribution Date over

                  (2) the lesser of (x) 95.30% of the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date and (y) the aggregate Stated Principal Balance of the
         Mortgage Loans in Loan Group 2 and Loan Group 3 for such Distribution
         Date minus the Adjustable Rate OC Floor;

         provided, however, that if the Class BV Certificates are the only class
         of Adjustable Rate Subordinate Certificates outstanding on such
         Distribution Date, they will be entitled to receive the entire
         remaining Principal Distribution Amount for Loan Group 2 and Loan Group
         3 until the Certificate Principal Balance thereof is reduced to zero.

         "EXTRA PRINCIPAL DISTRIBUTION AMOUNT" with respect to any Distribution
Date and (A) Loan Group 1, is the lesser of (1) the Fixed Rate
Overcollateralization Deficiency Amount and (2) the sum of the Fixed Rate Loan
Group Excess Cashflow and the Credit Comeback Excess Cashflow available for
payment thereof in the priority set forth in this prospectus supplement and (B)
Loan Group 2 and Loan Group 3, is the lesser of (1) the Adjustable Rate
Overcollateralization Deficiency Amount and (2) the Adjustable Rate Loan Group
Excess Cashflow available for payment thereof in the priority set forth in this
prospectus supplement.

         "NAS PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date, is the
product of:

                  (1) a fraction, the numerator of which is the Certificate
         Principal Balance of the Class AF-6 Certificates and the denominator of
         which is the aggregate Certificate Principal Balance of the Class AF
         Certificates, in each case immediately prior to such Distribution Date,

                                      S-62




                  (2) any amounts to be distributed to the Class AF Certificates
         on such Distribution Date pursuant to clause (1)(B) or (2)(A) under
         "--Distributions of Principal Distribution Amount for Loan Group 1"
         above and

                  (3) the applicable percentage for such Distribution Date set
         forth in the following table:

                                    DISTRIBUTION DATE           PERCENTAGE
                                    -----------------           ----------
                             October 2004 -- September 2007           0%
                             October 2007 -- September 2009          45%
                             October 2009 -- September 2010          80%
                             October 2010 -- September 2011         100%
                             October 2011 and thereafter            300%

         "FIXED RATE OC FLOOR" means an amount equal to 0.50% of the sum of the
aggregate Initial Cut-off Date Principal Balance of the Initial Mortgage Loans
in Loan Group 1 and the Pre-Funded Amount in respect of Loan Group 1.

         "FIXED RATE OVERCOLLATERALIZATION DEFICIENCY AMOUNT" with respect to
any Distribution Date equals the amount, if any, by which the Fixed Rate
Overcollateralization Target Amount exceeds the Fixed Rate Overcollateralized
Amount on such Distribution Date (after giving effect to distributions in
respect of the Principal Remittance Amount for Loan Group 1 on such Distribution
Date).

         "FIXED RATE OVERCOLLATERALIZATION TARGET AMOUNT" means with respect to
any Distribution Date (a) prior to the Fixed Rate Stepdown Date, an amount equal
to 2.20% of the sum of the aggregate Initial Cut-off Date Principal Balance of
the Initial Mortgage Loans in Loan Group 1 and the Pre-Funded Amount in respect
of Loan Group 1 and (b) on or after the Fixed Rate Stepdown Date, the greater of
(i) an amount equal to 4.40% of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 for the current Distribution Date and (ii) the
Fixed Rate OC Floor; provided, however, that if a Fixed Rate Trigger Event is in
effect on any Distribution Date, the Fixed Rate Overcollateralization Target
Amount will be the Fixed Rate Overcollateralization Target Amount as in effect
for the prior Distribution Date.

         "FIXED RATE OVERCOLLATERALIZED AMOUNT" for any Distribution Date is the
amount, if any, by which (x) the sum of the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group 1 for such Distribution Date and any amount
on deposit in the Pre-Funding Account in respect of Loan Group 1 on such
Distribution Date exceeds (y) the aggregate Certificate Principal Balance of the
Class AF Certificates and the Fixed Rate Subordinate Certificates as of such
Distribution Date (after giving effect to distributions of the Principal
Remittance Amount from Loan Group 1 to be made on such Distribution Date).

         "FIXED RATE STEPDOWN DATE" is the earlier to occur of:

                  (1) the Distribution Date on which the aggregate Certificate
         Principal Balance of the Class AF Certificates is reduced to zero, and

                  (2) the later to occur of (x) the Distribution Date in October
         2007 and (y) the first Distribution Date on which the aggregate
         Certificate Principal Balance of the Class AF Certificates (after
         calculating anticipated distributions on such Distribution Date) is
         less than or equal to 69.80% of the aggregate Stated Principal Balance
         of the Mortgage Loans in Loan Group 1 for such Distribution Date.

         A "FIXED RATE TRIGGER EVENT" with respect to any Distribution Date on
or after the Fixed Rate Stepdown Date consists of either a Fixed Rate
Delinquency Trigger Event with respect to that Distribution Date or a Fixed Rate
Cumulative Loss Trigger Event with respect to that Distribution Date.

         A "FIXED RATE DELINQUENCY TRIGGER EVENT" with respect to any
Distribution Date on or after the Fixed Rate Stepdown Date exists if the Rolling
Sixty-Day Delinquency Rate for the outstanding Mortgage Loans in Loan

                                      S-63



Group 1 equals or exceeds the product of 50.00% and the Fixed Rate Senior
Enhancement Percentage for such Distribution Date.

         The "FIXED RATE SENIOR ENHANCEMENT PERCENTAGE" with respect to any
Distribution Date on or after the Fixed Rate Stepdown Date is equal to a
fraction (expressed as a percentage):

                  (1) the numerator of which is the excess of:

                           (a) the aggregate Stated Principal Balance of the
                  Mortgage Loans in Loan Group 1 for the preceding Distribution
                  Date over

                           (b) (i) before the Certificate Principal Balances of
                  the Class AF Certificates have been reduced to zero, the sum
                  of the Certificate Principal Balances of the Class AF
                  Certificates, or (ii) after such time, the Certificate
                  Principal Balance of the most senior class of Fixed Rate
                  Subordinate Certificates outstanding, as of the preceding
                  Master Servicer Advance Date, and

                  (2) the denominator of which is the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 1 for the preceding
         Distribution Date.

         A "FIXED RATE CUMULATIVE LOSS TRIGGER EVENT" with respect to any
Distribution Date on or after the Fixed Rate Stepdown Date occurs if (x) the
aggregate amount of Realized Losses on the Mortgage Loans in Loan Group 1 from
(and including) the Cut-off Date for each such Mortgage Loan to (and including)
the last day of the related Due Period (reduced by the aggregate amount of any
Subsequent Recoveries related to Loan Group 1 received through the last day of
that Due Period) exceeds (y) the applicable percentage, for such Distribution
Date, of the sum of the aggregate Initial Cut-off Date Principal Balance of the
Initial Mortgage Loans in Loan Group 1 and the Pre-Funded Amount in respect of
Loan Group 1 as set forth below:




Distribution Date                                    Percentage
-----------------                                    ----------

October 2007 -- September 2008......................  1.50% with respect to October 2007, plus an
                                                      additional 1/12th of 1.00% for each month
                                                      thereafter until September 2008

October 2008 -- September 2009......................  2.50% with respect to October 2008, plus an
                                                      additional 1/12th of 1.00% for each month
                                                      thereafter until September 2009

October 2009 -- September 2010......................  3.50% with respect to October 2009, plus an
                                                      additional 1/12th of 0.50% for each month
                                                      thereafter until September 2010

October 2010 -- September 2011......................  4.00% with respect to October 2010, plus an
                                                      additional 1/12th of 0.25% for each month
                                                      thereafter until September 2011

October 2011 and thereafter........................  4.25%



         "ADJUSTABLE RATE OC FLOOR" means an amount equal to 0.50% of the sum of
the aggregate Initial Cut-off Date Principal Balance of the Initial Mortgage
Loans in Loan Group 2 and Loan Group 3 and the Pre-Funded Amount in respect of
Loan Group 2 and Loan Group 3.

         "ADJUSTABLE RATE OVERCOLLATERALIZATION DEFICIENCY AMOUNT" with respect
to any Distribution Date equals the amount, if any, by which the Adjustable Rate
Overcollateralization Target Amount exceeds the Adjustable Rate
Overcollateralized Amount on such Distribution Date (after giving effect to
distributions in respect of the Principal Remittance Amount for Loan Group 2 and
Loan Group 3 on such Distribution Date).

         "ADJUSTABLE RATE OVERCOLLATERALIZATION TARGET AMOUNT" means with
respect to any Distribution Date (a) prior to the Adjustable Rate Stepdown Date,
an amount equal to 2.35% of the sum of the aggregate Initial Cut-off Date
Principal Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 and the
Pre-Funded Amount in
                                      S-64


respect of Loan Group 2 and Loan Group 3 and (b) on or after the Adjustable Rate
Stepdown Date, the greater of (i) an amount equal to 4.70% of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3
for the current Distribution Date and (ii) the Adjustable Rate OC Floor;
provided, however, that if an Adjustable Rate Trigger Event is in effect on any
Distribution Date, the Adjustable Rate Overcollateralization Target Amount will
be the Adjustable Rate Overcollateralization Target Amount as in effect for the
prior Distribution Date.

         "ADJUSTABLE RATE OVERCOLLATERALIZED AMOUNT" for any Distribution Date
is the amount, if any, by which (x) the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
Distribution Date and any amount on deposit in the Pre-Funding Account in
respect of Loan Group 2 and Loan Group 3 on such Distribution Date exceeds (y)
the sum of the aggregate Certificate Principal Balance of the Class AV
Certificates and the Adjustable Rate Subordinate Certificates as of such
Distribution Date (after giving effect to distributions of the Principal
Remittance Amount for Loan Group 2 and Loan Group 3 to be made on such
Distribution Date).

         "ADJUSTABLE RATE STEPDOWN DATE" is the earlier to occur of:

                  (1) the Distribution Date on which the aggregate Certificate
         Principal Balance of the Class AV Certificates is reduced to zero, and

                  (2) the later to occur of (x) the Distribution Date in October
         2007 and (y) the first Distribution Date on which the aggregate
         Certificate Principal Balance of the Class AV Certificates (after
         calculating anticipated distributions on such Distribution Date) is
         less than or equal to 63.90% of the aggregate Stated Principal Balance
         of the Mortgage Loans in Loan Group 2 and Loan Group 3 for such
         Distribution Date.

         An "ADJUSTABLE RATE TRIGGER EVENT" with respect to any Distribution
Date on or after the Adjustable Rate Stepdown Date consists of either an
Adjustable Rate Delinquency Trigger Event with respect to that Distribution Date
or an Adjustable Rate Cumulative Loss Trigger Event with respect to that
Distribution Date.

         An "ADJUSTABLE RATE DELINQUENCY TRIGGER EVENT" with respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date exists if the
Rolling Sixty-Day Delinquency Rate for the outstanding Mortgage Loans in Loan
Group 2 and Loan Group 3 equals or exceeds the product of 40.00% and the
Adjustable Rate Senior Enhancement Percentage for such Distribution Date.

         The "ADJUSTABLE RATE SENIOR ENHANCEMENT PERCENTAGE" with respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date is equal to a
fraction (expressed as a percentage):

                  (1) the numerator of which is the excess of:

                           (a) the aggregate Stated Principal Balance of the
                  Mortgage Loans in Loan Group 2 and Loan Group 3 for the
                  preceding Distribution Date over

                           (b) (i) before the Certificate Principal Balances of
                  the Class AV Certificates have been reduced to zero, the sum
                  of the Certificate Principal Balances of the Class AV
                  Certificates, or (ii) after such time, the Certificate
                  Principal Balance of the most senior class of Adjustable Rate
                  Subordinate Certificates outstanding, as of the preceding
                  Master Servicer Advance Date, and

                  (2) the denominator of which is the aggregate Stated Principal
         Balance of the Mortgage Loans in Loan Group 2 and Loan Group 3 for the
         preceding Distribution Date.

         An "ADJUSTABLE RATE CUMULATIVE LOSS TRIGGER EVENT" with respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date occurs if (x)
the aggregate amount of Realized Losses on the Mortgage Loans in Loan Group 2
and Loan Group 3 from (and including) the Cut-off Date for each such Mortgage
Loan to (and including) the last day of the related Due Period (reduced by the
aggregate amount of any Subsequent Recoveries

                                      S-65



related to Loan Group 2 or Loan Group 3 received through the last day of that
Due Period) exceeds (y) the applicable percentage, for such Distribution Date,
of the sum of the aggregate Initial Cut-off Date Principal Balance of the
Initial Mortgage Loans in Loan Group 2 and Loan Group 3 and the Pre-Funded
Amount in respect of Loan Group 2 and Loan Group 3, as set forth below:




Distribution Date                                  Percentage
-----------------                                  ----------

October 2007 -- September 2008....................  3.25% with respect to October 2007, plus
                                                    an additional 1/12th of 1.75% for each
                                                    month thereafter until September 2008

October 2008 -- September 2009....................  5.00% with respect to October 2008, plus
                                                    an additional 1/12th of 1.50% for each
                                                    month thereafter until September 2009

October 2009 -- September 2010....................  6.50% with respect to October 2009, plus
                                                    an additional 1/12th of 0.75% for each
                                                    month thereafter until September 2010

October 2010 and thereafter.......................  7.25%



         "UNPAID REALIZED LOSS AMOUNT" means for any class of Subordinate
Certificates, (x) the portion of the aggregate Applied Realized Loss Amount
previously allocated to that class remaining unpaid from prior Distribution
Dates minus (y) any increase in the Certificate Principal Balance of that class
due to the allocation of Subsequent Recoveries to the Certificate Principal
Balance of that class.

         The "ROLLING SIXTY-DAY DELINQUENCY RATE," with respect to any
Distribution Date on or after the related Stepdown Date and any Loan Group, is
the average of the Sixty-Day Delinquency Rates for such Loan Group and such
Distribution Date and the two immediately preceding Distribution Dates.

         The "SIXTY-DAY DELINQUENCY RATE," with respect to any Distribution Date
on or after the related Stepdown Date and any Loan Group, is a fraction,
expressed as a percentage, the numerator of which is the aggregate Stated
Principal Balance for such Distribution Date of all Mortgage Loans in such Loan
Group 60 or more days delinquent as of the close of business on the last day of
the calendar month preceding such Distribution Date (including Mortgage Loans in
foreclosure, bankruptcy and REO Properties) and the denominator of which is the
aggregate Stated Principal Balance for such Distribution Date of all Mortgage
Loans in such Loan Group.

         A "REALIZED LOSS" with respect to any defaulted Mortgage Loan is the
excess of the Stated Principal Balance of such defaulted Mortgage Loan over the
Liquidation Proceeds allocated to principal that have been received with respect
to such Mortgage Loan on or at any time prior to the last day of the related Due
Period during which such Mortgage Loan is liquidated.

         Class 1-AV-1 Policy. On any Distribution Date, the Trustee will
distribute to the holders of the Class 1-AV-1 Certificates, any Insured Payments
received from the Class 1-AV-1 Insurer with respect to such Distribution Date.

         RESIDUAL CERTIFICATES. The Class A-R Certificates will remain
outstanding for so long as the Trust Fund will exist, 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 holders of the Class A-R Certificates, as provided in the Pooling and
Servicing Agreement, will be entitled to receive any available funds remaining
after payment of interest and principal on the Senior Certificates and on the
Subordinate Certificates and payments to the Class 1-AV-1 Insurer, as described
above, and payments to the Class CF and Class CV Certificates. It is not
anticipated that there will be any significant amounts remaining for
distribution to the Class A-R Certificates.

OVERCOLLATERALIZATION PROVISIONS

         The weighted average Adjusted Net Mortgage Rate for each group or
groups of Mortgage Loans is generally expected to be higher than the weighted
average of the Pass-Through Rates on the related classes of Certificates. As a
result, interest collections on the Mortgage Loans are expected to be generated
in excess of the

                                      S-66



amount of interest payable to the holders of the related Certificates and the
related fees and expenses payable by the Trust Fund. The excess cashflow, if
any, will be applied on each Distribution Date as a payment of principal on the
related class or classes of Offered Certificates then entitled to receive
distributions in respect of principal, but only to the limited extent hereafter
described.

         Fixed Rate Loan Group Excess Cashflow

         The "FIXED RATE LOAN GROUP EXCESS CASHFLOW" with respect to any
Distribution Date is the sum of the amounts remaining as set forth in (i) clause
(2)(g) in "Distributions--Distributions of Interest--Distributions of Interest
Funds for Loan Group 1" for such Distribution Date and (ii) clauses (1)(I) or
(2)(H), as applicable, in "Distributions--Distributions of Principal
Distribution Amount for Loan Group 1" for such Distribution Date.

         With respect to any Distribution Date, any Fixed Rate Loan Group Excess
Cashflow and, in the case of clauses 1, 3, 5, 7, 9, 11 and 13 below, any amounts
in the Credit Comeback Excess Account available for such Distribution Date
("CREDIT COMEBACK EXCESS CASHFLOW"), will be paid to the classes of Certificates
in the following order of priority, in each case first to the extent of the
remaining Credit Comeback Excess Cashflow, if applicable and second to the
extent of the remaining Fixed Rate Loan Group Excess Cashflow:

                  1.   to the holders of the class or classes of Class AF
                       Certificates and Fixed Rate Subordinate Certificates then
                       entitled to receive distributions in respect of
                       principal, in an amount equal to the Extra Principal
                       Distribution Amount for Loan Group 1, payable to such
                       holders as part of the Principal Distribution Amount as
                       described under "--Distributions--Distributions of
                       Principal Distribution Amount for Loan Group 1" above;

                  2.   to the holders of the Class MF-1 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  3.   to the holders of the Class MF-1 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  4.   to the holders of the Class MF-2 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  5.   to the holders of the Class MF-2 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  6.   to the holders of the Class MF-3 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  7.   to the holders of the Class MF-3 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  8.   to the holders of the Class MF-4 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  9.   to the holders of the Class MF-4 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  10.  to the holders of the Class MF-5 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  11.  to the holders of the Class MF-5 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                                      S-67



                  12.  to the holders of the Class BF Certificates, in an amount
                       equal to any Interest Carry Forward Amount for such
                       class;

                  13.  to the holders of the Class BF Certificates, in an amount
                       equal to the Unpaid Realized Loss Amount for such class;

                  14.  to each class of Class AF Certificates and Fixed Rate
                       Subordinate Certificates (in the case of the Class AF-1
                       Certificates after application of amounts received under
                       the Class AF-1 Corridor Contract to cover Net Rate
                       Carryover), pro rata based on the Certificate Principal
                       Balances thereof, to the extent needed to pay any unpaid
                       Net Rate Carryover for each such class; and then any
                       Fixed Rate Loan Group Excess Cashflow remaining after
                       such allocation to pay Net Rate Carryover based on the
                       Certificate Principal Balances of the Certificates will
                       be distributed to each class of Class AF Certificates and
                       Fixed Rate Subordinate Certificates with respect to which
                       there remains any unpaid Net Rate Carryover, pro rata,
                       based on the amount of such unpaid Net Rate Carryover;

                  15.  to the holders of the class or classes of Class AV
                       Certificates and Adjustable Rate Subordinate Certificates
                       then entitled to receive distributions in respect of
                       principal, payable to such holders as part of the
                       Principal Distribution Amount as described under
                       "--Distributions--Distributions of Principal Distribution
                       Amount for Loan Group 2 and Loan Group 3" above, in an
                       amount equal to the Extra Principal Distribution Amount
                       for Loan Group 2 and Loan Group 3 not covered by the
                       Adjustable Rate Loan Group Excess Cashflow;

                  16.  to the holders of the Class MV-1 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MV-1 Certificates remaining undistributed after
                       application of the Adjustable Rate Loan Group Excess
                       Cashflow;

                  17.  to the holders of the Class MV-2 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MV-2 Certificates remaining undistributed after
                       application of the Adjustable Rate Loan Group Excess
                       Cashflow;

                  18.  to the holders of the Class MV-3 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MV-3 Certificates remaining undistributed after
                       application of the Adjustable Rate Loan Group Excess
                       Cashflow;

                  19.  to the holders of the Class MV-4 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MV-4 Certificates remaining undistributed after
                       application of the Adjustable Rate Loan Group Excess
                       Cashflow;

                  20.  to the holders of the Class MV-5 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MV-5 Certificates remaining undistributed after
                       application of the Adjustable Rate Loan Group Excess
                       Cashflow;

                  21.  to the holders of the Class MV-6 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MV-6 Certificates remaining undistributed after
                       application of the Adjustable Rate Loan Group Excess
                       Cashflow;

                  22.  to the holders of the Class MV-7 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MV-7 Certificates remaining undistributed after
                       application of the Adjustable Rate Loan Group Excess
                       Cashflow;

                  23.  to the holders of the Class MV-8 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MV-8 Certificates remaining undistributed after
                       application of the Adjustable Rate Loan Group Excess
                       Cashflow;

                                      S-68



                  24.  to the holders of the Class BV Certificates, in an amount
                       equal to the Unpaid Realized Loss Amount for the Class BV
                       Certificates remaining undistributed after application of
                       the Adjustable Rate Loan Group Excess Cashflow;

                  25.  to the Carryover Reserve Fund, in an amount equal to the
                       Required Secondary Carryover Reserve Fund Deposit (after
                       giving effect to other deposits and withdrawals therefrom
                       on such Distribution Date without regard to any excess
                       Corridor Contract proceeds); and

                  26.  in the event that a Class AF-1 Acceleration Event is in
                       effect, to the holders of the Class AF-1 Certificates, in
                       an amount equal to the Class AF-1 Acceleration Amount;
                       and

                  27.  to fund distributions to the holders of the Class CF and
                       Class A-R Certificates, in each case in the amounts
                       specified in the Pooling and Servicing Agreement.

         Adjustable Rate Loan Group Excess Cashflow

         The "ADJUSTABLE RATE LOAN GROUP EXCESS CASHFLOW" with respect to any
Distribution Date is the sum of the amounts remaining as set forth in (i) clause
(3)(j) in "--Distributions--Distributions of Interest--Distributions of Interest
Funds for Loan Group 2 and Loan Group 3" and (ii) clauses (1)(B)(x) or (2)(L),
as applicable, in "Distributions--Distributions of Principal Distribution Amount
for Loan Group 2 and Loan Group 3."

         With respect to any Distribution Date, any Adjustable Rate Loan Group
Excess Cashflow will be paid to the classes of Certificates in the following
order of priority, in each case to the extent of the remaining Adjustable Rate
Loan Group Excess Cashflow:

                  1.   to the holders of the class or classes of Class AV
                       Certificates and Adjustable Rate Subordinate Certificates
                       then entitled to receive distributions in respect of
                       principal, in an aggregate amount equal to the Extra
                       Principal Distribution Amount for Loan Group 2 and Loan
                       Group 3, payable to such holders of each such class as
                       part of the Principal Distribution Amount as described
                       under "--Distributions--Distributions of Principal
                       Distribution Amount for Loan Group 2 and Loan Group 3"
                       above;

                  2.   to the holders of the Class MV-1 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  3.   to the holders of the Class MV-1 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  4.   to the holders of the Class MV-2 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  5.   to the holders of the Class MV-2 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  6.   to the holders of the Class MV-3 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  7.   to the holders of the Class MV-3 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  8.   to the holders of the Class MV-4 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  9.   to the holders of the Class MV-4 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                                      S-69



                  10.  to the holders of the Class MV-5 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  11.  to the holders of the Class MV-5 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  12.  to the holders of the Class MV-6 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  13.  to the holders of the Class MV-6 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  14.  to the holders of the Class MV-7 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  15.  to the holders of the Class MV-7 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  16.  to the holders of the Class MV-8 Certificates, in an
                       amount equal to any Interest Carry Forward Amount for
                       such class;

                  17.  to the holders of the Class MV-8 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for such
                       class;

                  18.  to the holders of the Class BV Certificates, in an amount
                       equal to any Interest Carry Forward Amount for such
                       class;

                  19.  to the holders of the Class BV Certificates, in an amount
                       equal to the Unpaid Realized Loss Amount for such class;

                  20.  to each class of Class AV Certificates and Adjustable
                       Rate Subordinate Certificates (in each case after
                       application of amounts received under the applicable
                       Corridor Contract to cover Net Rate Carryover), pro rata
                       based on the Certificate Principal Balances thereof, to
                       the extent needed to pay any Net Rate Carryover for each
                       such class remaining after application of amounts under
                       the applicable Corridor Contract; provided that any
                       Adjustable Rate Loan Group Excess Cashflow remaining
                       after such allocation to pay Net Rate Carryover based on
                       the Certificate Principal Balances of the Certificates
                       will be distributed to each class of Class AV
                       Certificates and Adjustable Rate Subordinate Certificates
                       with respect to which there remains any unpaid Net Rate
                       Carryover (after the distribution based on Certificate
                       Principal Balances), pro rata, based on the amount of
                       such unpaid Net Rate Carryover;

                  21.  to the holders of the class or classes of Class AF
                       Certificates and Fixed Rate Subordinate Certificates then
                       entitled to receive distributions in respect of
                       principal, payable to such holders as part of the
                       Principal Distribution Amount as described under
                       "--Distributions--Distributions of Principal Distribution
                       Amount for Loan Group 1" above, in an amount equal to the
                       Extra Principal Distribution Amount for Loan Group 1 not
                       covered by the Fixed Rate Loan Group Excess Cashflow or
                       Credit Comeback Excess Cashflow;

                  22.  to the holders of the Class MF-1 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MF-1 Certificates remaining undistributed after
                       application of the Fixed Rate Loan Group Excess Cashflow
                       and Credit Comeback Excess Cashflow;

                  23.  to the holders of the Class MF-2 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MF-2 Certificates remaining undistributed after
                       application of the Fixed Rate Loan Group Excess Cashflow
                       and Credit Comeback Excess Cashflow;

                                      S-70



                  24.  to the holders of the Class MF-3 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MF-3 Certificates remaining undistributed after
                       application of the Fixed Rate Loan Group Excess Cashflow
                       and Credit Comeback Excess Cashflow;

                  25.  to the holders of the Class MF-4 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MF-4 Certificates remaining undistributed after
                       application of the Fixed Rate Loan Group Excess Cashflow
                       and Credit Comeback Excess Cashflow;

                  26.  to the holders of the Class MF-5 Certificates, in an
                       amount equal to the Unpaid Realized Loss Amount for the
                       Class MF-5 Certificates remaining undistributed after
                       application of the Fixed Rate Loan Group Excess Cashflow
                       and Credit Comeback Excess Cashflow;

                  27.  to the holders of the Class BF Certificates, in an amount
                       equal to the Unpaid Realized Loss Amount for the Class BF
                       Certificates remaining undistributed after application of
                       the Fixed Rate Loan Group Excess Cashflow and Credit
                       Comeback Excess Cashflow;

                  28.  to the Carryover Reserve Fund, in an amount equal to the
                       Required Secondary Carryover Reserve Fund Deposit (after
                       giving effect to other deposits and withdrawals therefrom
                       on such Distribution Date without regard to any excess
                       Corridor Contract proceeds); and

                  29.  to fund distributions to the holders of the Class CV and
                       Class A-R Certificates, in each case in the amounts
                       specified in the Pooling and Servicing Agreement.

         A "CLASS AF-1 ACCELERATION EVENT," with respect to any Distribution
Date, beginning with the Distribution Date in June 2007 until the Certificate
Principal Balance of the Class AF-1 Certificates has been reduced to zero,
exists if the Certificate Principal Balance of the Class AF-1 Certificates
(after taking into account all distributions to the Class AF-1 Certificates for
such Distribution Date other than the Class AF-1 Acceleration Amount) exceeds
the Class AF-1 Target Balance for such Distribution Date.

         A "CLASS AF-1 ACCELERATION AMOUNT," with respect to any Distribution
Date, is the lesser of (a) the amount of funds remaining after making payments
pursuant to clause 25 in "--Overcollateralization Provisions--Fixed Rate Loan
Group Excess Cashflow" above, and (b) the excess of (x) the Certificate
Principal Balance of the Class AF-1 Certificates (after taking into account all
distributions to the Class AF-1 Certificates for such Distribution Date other
than the Class AF-1 Acceleration Amount) over (y) the Class AF-1 Target Balance
for such Distribution Date.

                                      S-71



         The "CLASS AF-1 TARGET BALANCE" for each Distribution Date, beginning
with the Distribution Date in June 2007, is as described in the following table:




         MONTH OF                     SCHEDULED                    MONTH OF                    SCHEDULED
    DISTRIBUTION DATE                BALANCE ($)               DISTRIBUTION DATE               BALANCE ($)
-------------------------           -------------           -----------------------           -------------

June 2007................           76,732,303.95           May 2010...............           39,183,862.84
July 2007................           75,691,827.47           June 2010..............           38,064,334.86
August 2007..............           74,653,643.77           July 2010..............           36,940,665.51
September 2007...........           73,614,125.86           August 2010............           35,816,987.24
October 2007.............           72,569,802.86           September 2010.........           34,691,228.66
November 2007............           71,527,909.28           October 2010...........           33,561,498.31
December 2007............           70,480,223.47           November 2010..........           32,431,562.01
January 2008.............           69,434,515.45           December 2010..........           31,297,767.54
February 2008............           68,386,897.33           January 2011...........           30,163,635.10
March 2008...............           67,329,926.03           February 2011..........           29,027,399.03
April 2008...............           66,278,462.84           March 2011.............           27,884,318.35
May 2008.................           65,221,472.35           April 2011.............           26,743,852.95
June 2008................           64,166,153.96           May 2011...............           25,599,815.21
July 2008................           63,105,414.85           June 2011..............           24,455,107.06
August 2008..............           62,046,238.85           July 2011..............           23,306,941.53
September 2008...........           60,985,661.39           August 2011............           22,157,971.78
October 2008.............           59,920,874.50           September 2011.........           21,006,865.17
November 2008............           58,857,772.11           October 2011...........           19,852,474.35
December 2008............           57,789,519.68           November 2011..........           18,697,077.65
January 2009.............           56,722,509.99           December 2011..........           17,538,512.70
February 2009............           55,653,542.99           January 2012...........           16,378,806.76
March 2009...............           54,573,533.62           February 2012..........           15,216,939.77
April 2009...............           53,500,623.89           March 2012.............           14,051,251.56
May 2009.................           52,422,834.17           April 2012.............           12,885,044.98
June 2009................           51,345,974.94           May 2012...............           11,715,961.83
July 2009................           50,263,514.11           June 2012..............           10,545,397.60
August 2009..............           49,175,603.88           July 2012..............            9,372,074.16
September 2009...........           48,078,267.86           August 2012............            8,197,132.70
October 2009.............           46,974,486.68           September 2012.........            7,019,995.64
November 2009............           45,869,348.29           October 2012...........            5,840,276.17
December 2009............           44,759,675.84           November 2012..........            4,658,732.26
January 2010.............           43,650,450.19           December 2012..........            3,474,724.33
February 2010............           42,539,176.25           January 2013...........            2,288,753.66
March 2010...............           41,418,908.50           February 2013..........            1,100,562.25
April 2010...............           40,303,512.67           March 2013
                                                                and thereafter ....                    0.00



THE CORRIDOR CONTRACTS

         Countrywide Home Loans has entered into four interest rate corridor
transactions with JPMorgan Chase Bank (the "CORRIDOR CONTRACT COUNTERPARTY"),
each as evidenced by a Confirmation between Countrywide Home Loans and the
Corridor Contract Counterparty (respectively, the "CLASS AF-1 CORRIDOR
CONTRACT," the "CLASS 1-AV-1 CORRIDOR CONTRACT," the "CLASS 2-AV CORRIDOR
CONTRACT," and the "ADJUSTABLE RATE SUBORDINATE CORRIDOR CONTRACT," together the
"CORRIDOR CONTRACTS" and each, a "CORRIDOR CONTRACT"). Pursuant to each Corridor
Contract, the terms of an ISDA Master Agreement were incorporated into the
Confirmation of the Corridor Contract, as if the ISDA Master Agreement had been
executed by Countrywide Home Loans and the Corridor Contract Counterparty on the
date that each Corridor Contract was executed. Each Corridor Contract is subject
to certain ISDA definitions. On the Closing Date, Countrywide Home Loans will
assign to the Trustee, on behalf of the Trust Fund, Countrywide Home Loans's
rights under each Corridor Contract.

                                      S-72



         On or prior to the applicable Corridor Contract Termination Date,
amounts (if any) received by the Trustee for the benefit of the Trust Fund in
respect of the Corridor Contracts will be used to pay Net Rate Carryover on the
related class or classes of Certificates as described above under
"--Distributions--Distributions of Funds from the Corridor Contracts." Amounts
received on the Corridor Contracts will not be available to pay Net Rate
Carryover on any class of Certificates other than the related class or classes
of Certificates. On any Distribution Date, after application of any amounts
received under the Corridor Contracts to pay Net Rate Carryover, any remaining
amounts will be distributed as described above under
"--Distributions--Distributions of Funds from the Corridor Contracts" and will
not thereafter be available for payments of Net Rate Carryover for any class of
Certificates, unless such remaining amounts are received in connection with an
early termination of the related Corridor Contract in which case such amounts
will be held by the Trustee until the applicable Corridor Contract Termination
Date for distribution as described above under "--Distributions--Distributions
of Funds from the Corridor Contracts."

         With respect to each Corridor Contract and any Distribution Date on or
prior to the applicable Corridor Contract Termination Date, the amount payable
by the Corridor Contract Counterparty under a Corridor Contract that will be
available to cover Net Rate Carryover on the related class or classes of
Certificates as described in this prospectus supplement will equal the product
of:

         (i) the excess (if any) of (x) the lesser of (A) One-Month LIBOR (as
determined by the Corridor Contract Counterparty) and (B) the applicable
Corridor Contract Ceiling Rate for such Distribution Date over (y) the
applicable Corridor Contract Strike Rate for such Distribution Date,

         (ii) the applicable Corridor Contract Notional Balance for such
Distribution Date,

         (iii) the actual number of days in the related Accrual Period, divided
by 360, and

         (iv) 100.



         The "CLASS AF-1 CORRIDOR CONTRACT NOTIONAL BALANCE," the "CLASS AF-1
CORRIDOR CONTRACT STRIKE RATE" and the "CLASS AF-1 CORRIDOR CONTRACT CEILING
RATE" for each Distribution Date are as described in the following table:




                     CLASS AF-1                                                        CLASS AF-1
                      CORRIDOR     CLASS AF-1    CLASS AF-1                             CORRIDOR     CLASS AF-1     CLASS AF-1
                      CONTRACT      CORRIDOR      CORRIDOR                              CONTRACT      CORRIDOR       CORRIDOR
     MONTH OF         NOTIONAL      CONTRACT      CONTRACT           MONTH OF           NOTIONAL      CONTRACT       CONTRACT
DISTRIBUTION DATE   BALANCES ($)  STRIKE RATES  CEILING RATES    DISTRIBUTION DATE    BALANCES ($)  STRIKE RATES   CEILING RATES
-----------------   ------------  ------------  -------------    -----------------    ------------  -------------  -------------

October 2004...       873,430.00    6.72086%        9.00000%     September 2005.      467,290.94      6.49850%        9.00000%
November 2004..       860,268.52    6.50398%        9.00000%     October 2005...      416,985.29      6.71486%        9.00000%
December 2004..       841,928.18    6.72069%        9.00000%     November 2005..      367,637.70      6.49815%        9.00000%
January 2005...       818,393.68    6.50381%        9.00000%     December 2005..      319,230.19      6.71466%        9.00000%
February 2005..       789,675.30    6.50372%        9.00000%     January 2006...      271,745.03      6.49796%        9.00000%
March 2005.....       755,809.64    7.20046%        9.00000%     February 2006..      225,164.87      6.49786%        9.00000%
April 2005.....       716,860.20    6.50355%        9.00000%     March 2006.....      179,472.64      7.19394%        9.00000%
May 2005.......       672,921.70    6.72025%        9.00000%     April 2006.....      134,651.63      6.49765%        9.00000%
June 2005......       624,132.87    6.50337%        9.00000%     May 2006.......       90,685.41      6.71414%        9.00000%
July 2005......       570,846.89    6.72006%        9.00000%     June 2006......       47,557.88      6.49745%        9.00000%
August 2005....       518,571.38    6.50305%        9.00000%     July 2006......        5,253.23      6.71392%        9.00000%


                                      S-73



         The "CLASS 1-AV-1 CORRIDOR CONTRACT NOTIONAL BALANCE," the "CLASS
1-AV-1 CORRIDOR CONTRACT STRIKE RATE" and the "CLASS 1-AV-1 CORRIDOR CONTRACT
CEILING RATE" for each Distribution Date are as described in the following
table:



                     CLASS 1-AV-1                                                     CLASS 1-AV-1
                       CORRIDOR     CLASS 1-AV-1   CLASS 1-AV-1                         CORRIDOR      CLASS 1-AV-1   CLASS 1-AV-1
                       CONTRACT       CORRIDOR       CORRIDOR          MONTH OF         CONTRACT        CORRIDOR       CORRIDOR
     MONTH OF          NOTIONAL       CONTRACT       CONTRACT        DISTRIBUTION       NOTIONAL        CONTRACT       CONTRACT
DISTRIBUTION DATE    BALANCES ($)   STRIKE RATES   CEILING RATES         DATE         BALANCES ($)    STRIKE RATES   CEILING RATES
-----------------   --------------  ------------   -------------   ---------------   -------------    ------------   -------------

October 2004...     4,753,100.00      7.55398%       9.75000%      January 2007...   2,264,859.51       6.73447%       9.74803%
November 2004..     4,722,154.06      6.53925%       9.75000%      February 2007..   2,019,516.22       6.76202%       9.74518%
December 2004..     4,683,934.60      6.76753%       9.75000%      March 2007.....   1,796,778.13       7.62807%       9.74239%
January 2005...     4,638,472.54      6.53920%       9.75000%      April 2007.....   1,704,699.28       6.86114%       9.74313%
February 2005..     4,585,825.97      6.53918%       9.75000%      May 2007.......   1,615,696.30       7.10020%       9.74289%
March 2005.....     4,526,080.46      7.27343%       9.74995%      June 2007......   1,529,558.20       6.86166%       9.74297%
April 2005.....     4,459,349.54      6.53953%       9.74996%      July 2007......   1,446,193.25       7.10131%       9.74063%
May 2005.......     4,385,773.73      6.76782%       9.74996%      August 2007....   1,365,512.99       6.90040%       9.71717%
June 2005......     4,305,521.33      6.53948%       9.74996%      September 2007.   1,287,431.69       8.30952%       9.63878%
July 2005......     4,218,791.41      6.76777%       9.74996%      October 2007...   1,212,084.70       8.59718%       10.13398%
August 2005....     4,125,827.41      6.53942%       9.74996%      November 2007..   1,212,084.70       8.30990%       10.13768%
September 2005.     4,027,157.82      6.53955%       9.74969%      December 2007..   1,212,084.70       8.59739%       10.13335%
October 2005...     3,930,340.71      6.76783%       9.74968%      January 2008...   1,212,084.70       8.31080%       10.13518%
November 2005..     3,835,347.88      6.53947%       9.74969%      February 2008..   1,212,084.70       8.32831%       10.11083%
December 2005..     3,742,145.22      6.76774%       9.74968%      March 2008.....   1,212,084.70      10.28792%       10.28792%
January 2006...     3,650,699.27      6.53938%       9.74969%      April 2008.....   1,185,749.16       9.60442%       10.03055%
February 2006..     3,560,977.18      6.53933%       9.74968%      May 2008.......   1,147,624.09       9.93492%       10.02318%
March 2006.....     3,472,946.71      7.27333%       9.74935%      June 2008......   1,110,719.16       9.60455%       10.03013%
April 2006.....     3,386,576.41      6.53942%       9.74942%      July 2008......   1,074,995.49       9.93566%       10.02067%
May 2006.......     3,301,835.04      6.76768%       9.74939%      August 2008....   1,040,415.59       9.61671%       10.01270%
June 2006......     3,218,692.14      6.53997%       9.74941%      September 2008.   1,006,944.79      10.07766%       10.07766%
July 2006......     3,137,116.62      6.77647%       9.74939%      October 2008...     974,671.28      10.42409%       10.42409%
August 2006....     3,057,073.47      6.60201%       9.74941%      November 2008..     943,427.91      10.07784%       10.16127%
September 2006.     2,978,460.66      6.73408%       9.74894%      December 2008..     913,181.84      10.42418%       10.42418%
October 2006...     2,900,758.82      6.96990%       9.74890%      January 2009...     883,901.33      10.07836%       10.16171%
November 2006..     2,816,669.00      6.73238%       9.74894%      February 2009..     855,555.66      10.08409%       10.15671%
December 2006..     2,530,212.96      6.96775%       9.74890%


                                      S-74





         The "CLASS 2-AV CORRIDOR CONTRACT NOTIONAL BALANCE," the "CLASS 2-AV
CORRIDOR CONTRACT STRIKE RATE" and the "CLASS 2-AV CORRIDOR CONTRACT CEILING
RATE" for each Distribution Date are as described in the following table:





                      CLASS 2-AV                     CLASS 2-AV                        CLASS 2-AV                     CLASS 2-AV
                       CORRIDOR       CLASS 2-AV      CORRIDOR                          CORRIDOR       CLASS 2-AV      CORRIDOR
                       CONTRACT        CORRIDOR       CONTRACT         MONTH OF         CONTRACT        CORRIDOR       CONTRACT
     MONTH OF          NOTIONAL        CONTRACT        CEILING       DISTRIBUTION       NOTIONAL        CONTRACT        CEILING
DISTRIBUTION DATE    BALANCES ($)    STRIKE RATES       RATES            DATE         BALANCES ($)    STRIKE RATES       RATES
-----------------   -------------   -------------   ------------   ---------------   -------------    ------------    -----------

October 2004...     2,622,400.00       8.02480%        8.25000%    July 2006......   1,731,375.55       7.20639%        8.24458%
November 2004..     2,605,013.18       6.95694%        8.25000%    August 2006....   1,687,486.58       7.29310%        8.24476%
December 2004..     2,583,609.84       7.19702%        8.25000%    September 2006.   1,644,455.39       7.34371%        8.24475%
January 2005...     2,558,208.13       6.95701%        8.25000%    October 2006...   1,600,880.67       7.59627%        9.24488%
February 2005..     2,528,841.43       6.95686%        8.25000%    November 2006..   1,536,544.72       7.32570%        9.24527%
March 2005.....     2,495,557.89       7.72886%        8.25000%    December 2006..   1,379,954.80       7.57818%        9.24511%
April 2005.....     2,458,421.15       6.95655%        8.25000%    January 2007...   1,234,954.90       7.32749%        9.24113%
May 2005.......     2,417,510.13       7.19661%        8.25000%    February 2007..   1,101,447.89       7.46868%        9.20445%
June 2005......     2,372,918.94       6.95624%        8.25000%    March 2007.....     989,944.24       8.34611%        9.19741%
July 2005......     2,324,756.67       7.19665%        8.25000%    April 2007.....     939,465.23       7.51425%        9.20248%
August 2005....     2,273,195.32       6.95628%        8.25000%    May 2007.......     890,605.07       7.77308%        9.20088%
September 2005.     2,219,142.74       6.95619%        8.25000%    June 2007......     843,312.00       7.51429%        9.20245%
October 2005...     2,166,104.02       7.19629%        8.25000%    July 2007......     797,535.91       7.78313%        9.19544%
November 2005..     2,114,060.26       6.95600%        8.25000%    August 2007....     753,226.02       7.65803%        9.06118%
December 2005..     2,062,992.93       7.19610%        8.25000%    September 2007.     710,365.76       9.05545%        9.05545%
January 2006...     2,012,883.83       6.95616%        8.25000%    October 2007...     668,895.20       9.36576%       10.04503%
February 2006..     1,963,715.23       6.95606%        8.25000%    November 2007..     668,895.20       9.05569%       10.05157%
March 2006.....     1,915,469.48       7.72803%        8.25000%    December 2007..     668,895.20       9.36600%       10.04487%
April 2006.....     1,868,129.36       6.95586%        8.25000%    January 2008...     668,895.20       9.06323%       10.04607%
May 2006.......     1,821,677.99       7.19595%        8.25000%    February 2008..     668,895.20       9.13683%        9.90301%
June 2006......     1,776,098.81       6.95566%        8.25000%


                                      S-75




         The "ADJUSTABLE RATE SUBORDINATE CORRIDOR CONTRACT NOTIONAL BALANCE,"
the "ADJUSTABLE RATE SUBORDINATE CORRIDOR CONTRACT STRIKE RATE" and the
"ADJUSTABLE RATE SUBORDINATE CORRIDOR CONTRACT CEILING RATE" for each
Distribution Date are as described in the following table:




                      ADJUSTABLE                                                        ADJUSTABLE
                         RATE         ADJUSTABLE     ADJUSTABLE                            RATE         ADJUSTABLE     ADJUSTABLE
                     SUBORDINATE         RATE           RATE                           SUBORDINATE         RATE           RATE
                       CORRIDOR      SUBORDINATE     SUBORDINATE                         CORRIDOR      SUBORDINATE     SUBORDINATE
                       CONTRACT        CORRIDOR       CORRIDOR          MONTH OF         CONTRACT        CORRIDOR       CORRIDOR
     MONTH OF          NOTIONAL        CONTRACT       CONTRACT        DISTRIBUTION       NOTIONAL        CONTRACT       CONTRACT
DISTRIBUTION DATE    BALANCES ($)    STRIKE RATES   CEILING RATES         DATE         BALANCES ($)    STRIKE RATES   CEILING RATES
-----------------   -------------    ------------   -------------   ---------------   -------------    ------------   -------------

October 2004...     1,413,000.00       7.76005%        8.25000%     October 2006...   1,413,000.00       7.23128%        9.24748%
November 2004..     1,413,000.00       6.72643%        8.25000%     November 2006..   1,413,000.00       6.98200%        9.24763%
December 2004..     1,413,000.00       6.95891%        8.25000%     December 2006..   1,413,000.00       7.22346%        9.24755%
January 2005...     1,413,000.00       6.72642%        8.25000%     January 2007...   1,413,000.00       6.98399%        9.24558%
February 2005..     1,413,000.00       6.72635%        8.25000%     February 2007..   1,413,000.00       7.05195%        9.23070%
March 2005.....     1,413,000.00       7.47403%        8.24997%     March 2007.....   1,413,000.00       7.92204%        9.22640%
April 2005.....     1,413,000.00       6.72647%        8.24997%     April 2007.....   1,413,000.00       7.13202%        9.22867%
May 2005.......     1,413,000.00       6.95895%        8.24998%     May 2007.......   1,413,000.00       7.37811%        9.22795%
June 2005......     1,413,000.00       6.72633%        8.24998%     June 2007......   1,413,000.00       7.13237%        9.22856%
July 2005......     1,413,000.00       6.95893%        8.24998%     July 2007......   1,413,000.00       7.38241%        9.22457%
August 2005....     1,413,000.00       6.72630%        8.24997%     August 2007....   1,413,000.00       7.20844%        9.16170%
September 2005.     1,413,000.00       6.72635%        8.24979%     September 2007.   1,413,000.00       8.61341%        9.10783%
October 2005...     1,413,000.00       6.95884%        8.24980%     October 2007...   1,413,000.00       8.90912%       10.10235%
November 2005..     1,413,000.00       6.72623%        8.24980%     November 2007..   1,351,987.86       8.61376%       10.10705%
December 2005..     1,413,000.00       6.95871%        8.24979%     December 2007..   1,247,691.35       8.90940%       10.10189%
January 2006...     1,413,000.00       6.72623%        8.24979%     January 2008...   1,146,742.44       8.61708%       10.10348%
February 2006..     1,413,000.00       6.72617%        8.24980%     February 2008..   1,049,035.60       8.65458%       10.03689%
March 2006.....     1,413,000.00       7.47367%        8.24958%     March 2008.....     954,487.11       9.25000%        9.25000%
April 2006.....     1,413,000.00       6.72615%        8.24962%     April 2008.....     904,228.01       9.25000%        9.36679%
May 2006.......     1,413,000.00       6.95862%        8.24961%     May 2008.......     875,169.94       9.50000%        9.50000%
June 2006......     1,413,000.00       6.72644%        8.24962%     June 2008......     847,041.36       9.50000%        9.61630%
July 2006......     1,413,000.00       6.96800%        8.24769%     July 2008......     819,812.64       9.50000%        9.50000%
August 2006....     1,413,000.00       6.88639%        8.24775%     August 2008....     793,455.39       9.50000%        9.55882%
September 2006.     1,413,000.00       6.98951%        8.24746%


                                      S-76



         The Class AF-1 Corridor Contract Notional Balance, the Class 1-AV-1
Corridor Contract Notional Balance, the Class 2-AV Corridor Contract Notional
Balance and the Adjustable Rate Subordinate Corridor Contract Notional Balance
are each also referred to as a "CORRIDOR CONTRACT NOTIONAL BALANCE." The Class
AF-1 Corridor Contract Strike Rate, the Class 1-AV-1 Corridor Contract Strike
Rate, the Class 2-AV Corridor Contract Strike Rate and the Adjustable Rate
Subordinate Corridor Contract Strike Rate are each also referred to as a
"CORRIDOR CONTRACT STRIKE RATE." The Class AF-1 Corridor Contract Ceiling Rate,
the Class 1-AV-1 Corridor Contract Ceiling Rate, the Class 2-AV Corridor
Contract Ceiling Rate and the Adjustable Rate Subordinate Corridor Contract
Ceiling Rate are each also referred to as a "CORRIDOR CONTRACT CEILING RATE."

         The Class AF-1 Corridor Contract is scheduled to remain in effect until
the Distribution Date in July 2006 (the "CLASS AF-1 CORRIDOR CONTRACT
TERMINATION DATE"). The Class 1-AV-1 Corridor Contract is scheduled to remain in
effect until the Distribution Date in February 2009 (the "CLASS 1-AV-1 CORRIDOR
CONTRACT TERMINATION DATE"). The Class 2-AV Corridor Contract is scheduled to
remain in effect until the Distribution Date in February 2008 (the "CLASS 2-AV
CORRIDOR CONTRACT TERMINATION DATE"). The Adjustable Rate Subordinate Corridor
Contract is scheduled to remain in effect until the Distribution Date in August
2008 (the "ADJUSTABLE RATE SUBORDINATE CORRIDOR CONTRACT TERMINATION DATE"). The
Class AF-1 Corridor Contract Termination Date, the Class 1-AV-1 Corridor
Contract Termination Date, the Class 2-AV Corridor Contract Termination Date and
the Adjustable Rate Subordinate Corridor Contract Termination Date are each also
referred to as a "CORRIDOR CONTRACT TERMINATION DATE." Each Corridor Contract
will be subject to early termination only in limited circumstances. Such
circumstances generally include certain insolvency or bankruptcy events in
relation to the Corridor Contract Counterparty or the Trust Fund, the failure by
the Corridor Contract Counterparty (three business days after notice of such
failure is received by the Corridor Contract Counterparty) to make a payment due
under such Corridor Contract, the failure by the Corridor Contract Counterparty
or the Trustee (30 days after notice of such failure is received) to perform any
other agreement made by it under such Corridor Contract and such Corridor
Contract becoming illegal or subject to certain kinds of taxation.

         If any Corridor Contract is terminated, the Corridor Contract
Counterparty may owe a termination payment to the Trustee, payable in a lump sum
to be held by the Trustee until the applicable Corridor Contract Termination
Date to pay any Net Rate Carryover on the related class or classes of
Certificates. However, if such termination occurs, there can be no assurance
that any such termination payment will be owing to the Trustee.

         The long-term, unsecured, unsubordinated debt obligations of the
Corridor Contract Counterparty are rated "Aa2" and "AA-" by Moody's and S&P,
respectively.

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


CALCULATION OF ONE-MONTH LIBOR

         On the second LIBOR Business Day preceding the commencement of each
Accrual Period for the Adjustable Rate Certificates (each such date, an
"INTEREST DETERMINATION DATE"), the Trustee will determine the London interbank
offered rate for one-month United States dollar deposits ("ONE-MONTH LIBOR") for
such Accrual Period on the basis of such rate as it appears on Telerate Screen
Page 3750, as of 11:00 a.m., London time, on such Interest Determination Date.
If such rate does not appear on such page (or such other page as may replace
that page on that service, or if such service is no longer offered, such other
service for displaying LIBOR or comparable rates as may be reasonably selected
by the Trustee), One-Month LIBOR for the applicable Accrual Period will be the
Reference Bank Rate as defined in this prospectus supplement. If no such
quotations can be obtained and no Reference Bank Rate is available, One-Month
LIBOR will be the One-Month LIBOR applicable to the preceding Accrual Period.
The "REFERENCE BANK RATE" with respect to any Accrual Period, means the
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of
0.03125%) of the offered rates for United States dollar deposits for one month
that are quoted by the Reference Banks as of 11:00 a.m., New York City time, on
the related Interest Determination Date to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of all the Adjustable Rate Certificates for such
Accrual Period, provided that at least two such Reference Banks provide such
rate. If fewer than two offered rates appear, the Reference Bank Rate will be
the arithmetic mean (rounded upwards, if necessary, to the

                                      S-77



nearest whole multiple of 0.03125%) of the rates quoted by one or more major
banks in New York City, selected by the Trustee, as of 11:00 a.m., New York City
time, on such date for loans in U.S. dollars to leading European banks for a
period of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of all the Adjustable Rate Certificates for such Accrual
Period. As used in this section, "LIBOR BUSINESS DAY" means a day on which banks
are open for dealing in foreign currency and exchange in London and New York
City; and "REFERENCE BANKS" means leading banks selected by the Trustee and
engaged in transactions in Eurodollar deposits in the international Eurocurrency
market:

                  (1) with an established place of business in London,

                  (2) which have been designated as such by the Trustee and

                  (3) which are not controlling, controlled by, or under common
         control with, the Depositor, Countrywide Home Loans, the Master
         Servicer or any successor Master Servicer.

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


CARRYOVER RESERVE FUND

         The Pooling and Servicing Agreement establishes an account (the
"CARRYOVER RESERVE FUND"), which is held in trust by the Trustee on behalf of
the holders of the interest-bearing certificates. On the Closing Date,
Countrywide Home Loans will deposit $10,000 in the Carryover Reserve Fund. The
Carryover Reserve Fund will not be an asset of any REMIC.

         On each Distribution Date, the Trustee will deposit in the Carryover
Reserve Fund amounts received in respect of the Corridor Contracts. On each
Distribution Date, such amounts received in respect of each applicable Corridor
Contract will be distributed to the related Adjustable Rate Certificates to pay
any Net Rate Carryover on such Certificates as described under "--
Distributions--Distributions of Interest--Distributions of Funds from the
Corridor Contracts" above.

         On each Distribution Date, to the extent that Fixed Rate Loan Group
Excess Cashflow is available as described under "-- Overcollateralization
Provisions--Fixed Rate Loan Group Excess Cashflow" above or Adjustable Rate Loan
Group Excess Cashflow is available as described under, "Overcollateralization
Provisions--Adjustable Rate Loan Group Excess Cashflow" above, the Trustee will
deposit in the Carryover Reserve Fund the amount needed to pay any Net Rate
Carryover as described under "--Overcollateralization Provisions" above.

         On each Distribution Date, to the extent that Fixed Rate Loan Group
Excess Cashflow is available as described under "-- Overcollateralization
Provisions--Fixed Rate Loan Group Excess Cashflow" above or Adjustable Rate Loan
Group Excess Cashflow is available as described under "-- Overcollateralization
Provisions--Adjustable Rate Loan Group Excess Cashflow" above, the Trustee will
deposit in the Carryover Reserve Fund an amount equal to the excess, if any, of
(i) $10,000 over (ii) the amount of funds on deposit in the Carryover Reserve
Fund following all other deposits to, and withdrawals from, the Carryover
Reserve Fund on such Distribution Date (the "REQUIRED SECONDARY CARRYOVER
RESERVE FUND DEPOSIT").


APPLIED REALIZED LOSS AMOUNTS

         If on any Distribution Date, after giving effect to the distributions
described above, the aggregate Certificate Principal Balance of the Class AF and
Fixed Rate Subordinate Certificates exceeds the sum of the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 1 and the amount on
deposit in the Pre-Funding Account in respect of Loan Group 1, the amount of
such excess will be applied to reduce the Certificate Principal Balances of the
Class BF, Class MF-5, Class MF-4, Class MF-3, Class MF-2 and Class MF-1
Certificates, in that order, in each case until the Certificate Principal
Balance of such class has been reduced to zero.

                                      S-78



         If on any Distribution Date, after giving effect to the distributions
described above, the aggregate Certificate Principal Balance of the Class AV
Certificates and Adjustable Rate Subordinate Certificates exceeds the sum of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 2 and
Loan Group 3 and the amount on deposit in the Pre-Funding Account in respect of
Loan Group 2 and Loan Group 3, the amount of such excess will be applied to
reduce the Certificate Principal Balances of the Class BV, Class MV-7, Class
MV-6, Class MV-5, Class MV-4, Class MV-3, Class MV-2 and Class MV-1
Certificates, in that order, in each case until the Certificate Principal
Balance of such class has been reduced to zero. Any such reduction described in
this paragraph or the immediately preceding paragraph is an "APPLIED REALIZED
LOSS AMOUNT." Applied Realized Loss Amounts are not allocated to the Senior
Certificates. However, if the aggregate Certificate Principal Balance of the
Subordinate Certificates were to be reduced to zero, delinquencies and defaults
would reduce the amount of funds available for monthly distributions to the
holders of the Senior Certificates.

         Interest on any class of Certificates, the Certificate Principal
Balance of which has been reduced through the application of Applied Realized
Loss Amounts as described above, will accrue for the related class of
Certificates on the Certificate Principal Balance as so reduced unless the
Certificate Principal Balance is subsequently increased due to the allocation of
Subsequent Recoveries to the Certificate Principal Balance of such class as
described in the definition of "Certificate Principal Balance" above.


CREDIT COMEBACK EXCESS ACCOUNT

         The Pooling and Servicing Agreement establishes a reserve account (the
"CREDIT COMEBACK EXCESS ACCOUNT"), which is held in trust by the Trustee on
behalf of the holders of the Fixed Rate Certificates. The Credit Comeback Excess
Account will not be an asset of any REMIC.

         On each Distribution Date, the Trustee will deposit in the Credit
Comeback Excess Account, all Credit Comeback Excess Amounts received during the
related Due Period. On each Distribution Date, all such Credit Comeback Excess
Amounts received during such period will be distributed to the Fixed Rate
Certificates to restore overcollateralization and to cover any Unpaid Realized
Loss Amounts as described under "--Overcollateralization Provisions--Fixed Rate
Loan Group Excess Cashflow." Any Credit Comeback Excess Amounts remaining after
the application of such amounts as described under "--Overcollateralization
Provisions--Fixed Rate Loan Group Excess Cashflow" will be distributed to the
Class CF Certificates and will not be available thereafter.


THE CLASS 1-AV-1 FINANCIAL GUARANTY INSURANCE POLICY

         The Class 1-AV-1 Insurer will issue a certificate guaranty insurance
policy (the "CLASS 1-AV-1 POLICY") for the benefit of the Class 1-AV-1
Certificates. The following summary of the provisions of the Class 1-AV-1 Policy
does not purport to be complete and is qualified in its entirety by reference to
the Class 1-AV-1 Policy.

         The Class 1-AV-1 Insurer, in consideration of the payment of a premium
and subject to the terms of the Class 1-AV-1 Policy, unconditionally guarantees
the payment of Insured Amounts and Avoided Payments (to the extent described
below) to the Trustee on behalf of the holders of the Class 1-AV-1 Certificates.
The Class 1-AV-1 Insurer will pay Insured Amounts which are due for payment to
the Trustee on the later of (1) 11:00 a.m., New York City time, on the
Distribution Date the Insured Amount is distributable to the holders of the
Class 1-AV-1 Certificates under the Pooling and Servicing Agreement, and (2) the
Business Day following the Business Day the Class 1-AV-1 Insurer shall have
received notice by facsimile, simultaneously confirmed by telephone and
subsequently confirmed in writing, or written notice delivered to the Class
1-AV-1 Insurer at its office specified in the Class 1-AV-1 Policy, from the
Trustee, specifying that an Insured Amount is due in accordance with the terms
of the Class 1-AV-1 Policy, a "NOTICE"); provided that, if such Notice is
received after 10:00 a.m., New York City time, on that Business Day, it shall be
deemed to be received on the following Business Day.

         Pursuant to the Class 1-AV-1 Policy, the Class 1-AV-1 Insurer will pay
any Avoided Payment on the Business Day next following receipt on a Business Day
by the Class 1-AV-1 Insurer of (i) a certified copy of a final order of a court
or other body exercising jurisdiction in an Insolvency Proceeding to the effect
that the Trustee or holder of a Class 1-AV-1 Certificate, as applicable, is
required to return such Avoided Payment paid during the term of the Class 1-AV-1
Policy because such Avoided Payment was avoided under applicable law, with
respect to which order the appeal period has expired without an appeal having
been filed (the "FINAL ORDER"), (ii) an assignment (in

                                      S-79



the form provided in the Class 1-AV-1 Policy) properly completed and executed by
the holder of a Class 1-AV-1 Certificate, irrevocably assigning to the Class
1-AV-1 Insurer all rights and claims of such holder relating to or arising under
such Avoided Payment and (iii) a notice (in the form provided in the Class
1-AV-1 Policy) appropriately completed and executed by the Trustee; provided
that, if such documents are received after 10:00 a.m., New York City time, on
that Business Day, they will be deemed to be received the following Business
Day. All payments made by the Class 1-AV-1 Insurer in respect of Avoided
Payments shall be disbursed to the receiver, conservator, debtor-in-possession
or trustee in bankruptcy named in the Final Order, and not to the Trustee or the
holders of the Class 1-AV-1 Certificates directly, unless the holder has
previously paid such Avoided Payment to such receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Final Order, in which
case the Class 1-AV-1 Insurer will pay the Trustee on behalf of such holder,
subject to the delivery of (a) the items referred to in clauses (i), (ii), and
(iii) above to the Class 1-AV-1 Insurer and (b) evidence satisfactory to the
Class 1-AV-1 Insurer that payment has been made to such receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Final Order.

         The Class 1-AV-1 Insurer shall not be obligated to make any payment in
respect of any Insured Amount or Avoided Payment representing a payment of
principal on the Class 1-AV-1 Certificates prior to the time the Class 1-AV-1
Insurer would have been required to make a payment in respect of such principal
pursuant to the Class 1-AV-1 Policy.

         The Class 1-AV-1 Insurer's obligation under the Class 1-AV-1 Policy
will be discharged to the extent that funds are received by the Trustee for
payment to the holders of the Class 1-AV-1 Certificates whether or not those
funds are properly distributed to the Trustee. Payments of Insured Amounts and
policy payments in respect of Avoided Payments will be made only at the times
for such payments set forth in the Class 1-AV-1 Policy, and no payments which
become due on an accelerated basis for any reason, including an optional
termination, will be made regardless of any acceleration of the Class 1-AV-1
Certificates, unless the Class 1-AV-1 Insurer elects, in its sole discretion, to
pay such amounts in whole or in part (in which case the Insured Amounts will
include such accelerated payments as, when, and to the extent so elected by the
Class 1-AV-1 Insurer).

         For purposes of the Class 1-AV-1 Policy, a holder does not and may not
include any of the Trustee, the Seller, the Depositor, the Master Servicer or
any of their respective affiliates.

         No person other than the Trustee will be entitled to present the
Notice.

         The Class 1-AV-1 Insurer will be subrogated to the rights of each
holder of the Class 1-AV-1 Certificates to the extent of any payment by the
Class 1-AV-1 Insurer under the Class 1-AV-1 Policy.

         The Class 1-AV-1 Insurer agrees that if it shall be subrogated to the
rights of the holders of the Class 1-AV-1 Certificates, the rights of
subrogation shall be subordinate and junior in right of payment to the prior
indefeasible payment in full of any amounts due the holders on account of
payments due under the Class 1-AV-1 Certificates. In so doing, the Class 1-AV-1
Insurer does not waive its rights to seek full payment of all Class 1-AV-1
Reimbursement Amounts owed to it under the insurance agreement and the Pooling
and Servicing Agreement.

         The Class 1-AV-1 Policy will not cover Net Rate Carryover, Prepayment
Interest Shortfalls or any shortfalls resulting from the application of the
Relief Act or similar state laws allocated to the Class 1-AV-1 Certificates, nor
does the Class 1-AV-1 Policy guarantee to the holders of the Class 1-AV-1
Certificates any particular rate of principal payment. In addition, the Class
1-AV-1 Policy does not cover shortfalls, if any, attributable to the liability
of the Trust Fund, any Certificateholder, any REMIC or the Trustee for
withholding taxes, if any (including interest and penalties in respect of any
liability for withholding taxes), nor any risk other than nonpayment of Class
1-AV-1 Scheduled Payments, including the failure of the Trustee to make any
distribution required under the Pooling and Servicing Agreement to the holders
of the Class 1-AV-1 Certificates.

         The following terms have the following meanings under the Class 1-AV-1
Policy:
         An "AVOIDED PAYMENT" means, with respect to the Class 1-AV-1
Certificates, any payment of principal or interest previously distributed to a
holder of a Class 1-AV-1 Certificate by or on behalf of the Trust Fund that is

                                      S-80



voided as a result of any Insolvency Proceeding and which is returned by a
holder of the Class 1-AV-1 Certificates as required by a final, nonappealable
order of a court of competent jurisdiction.

         A "CLASS 1-AV-1 CERTIFICATE DEFICIENCY AMOUNT" means, with respect to
the Class 1-AV-1 Certificates and any Distribution Date, the sum of the
following amounts, in each case after giving effect to distributions to the
Class 1-AV-1 Certificates on such Distribution Date from sources other than the
Class 1-AV-1 Policy:

         (i) the excess of (A) the Current Interest and Interest Carry Forward
Amount due and payable on the Class 1-AV-1 Certificates for such Distribution
Date over (B) the amount of available funds allocated to pay any such amounts
pursuant to the Pooling and Servicing Agreement;

         (ii) any Class 1-AV-1 Principal Loss Amount, if any, for such
Distribution Date; and

         (iii) without duplication of the amount specified in clause (ii), the
Certificate Principal Balance of the Class 1-AV-1 Certificates on the Class
1-AV-1 Final Scheduled Distribution Date.

         "CLASS 1-AV-1 PRINCIPAL LOSS AMOUNT" means, as to any Distribution
Date, the excess, if any, of the Certificate Principal Balance of the Class
1-AV-1 Certificates, after taking into account distributions in reduction of
such Certificate Principal Balance from sources other than the Class 1-AV-1
Policy on such Distribution Date, over the aggregate Stated Principal Balance
(as defined in the Pooling and Servicing Agreement) of the Mortgage Loans in
Loan Group 2 for such Distribution Date.

         "CLASS 1-AV-1 FINAL SCHEDULED DISTRIBUTION DATE" means the Distribution
Date occurring in February 2035.

         "INSOLVENCY PROCEEDING" means the commencement after the Closing Date
of any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling
of assets and liabilities or similar proceedings by or against any person, the
commencement, after the date hereof, of any proceedings by or against any person
for the winding up or liquidation of its affairs, or the consent, after the date
hereof, to the appointment of a trustee, conservator, receiver or liquidator in
any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
assets and liabilities or similar proceedings of or relating to any person.

         "INSURED AMOUNTS" means, with respect to any Distribution Date and the
Class 1-AV-1 Certificates, that portion of the Class 1-AV-1 Scheduled Payments
that shall become due for payment but shall be unpaid by reason of Nonpayment on
such Distribution Date (which shall be equal to the amount of any related Class
1-AV-1 Certificate Deficiency Amount).

         "INSURED PAYMENTS" means, with respect to any Distribution Date, the
aggregate amount actually paid by the Class 1-AV-1 Insurer to the Trustee in
respect of Insured Amounts for a Distribution Date.

         "NONPAYMENT" means, with respect to any Distribution Date, the failure
of the Trustee to receive in full, in accordance with the terms of the Pooling
and Servicing Agreement, funds legally available to pay all or a portion of the
Class 1-AV-1 Scheduled Payment that is due for payment with respect to such
Distribution Date.

         "CLASS 1-AV-1 REIMBURSEMENT AMOUNT" means, as to any Distribution Date,
the sum of (x) all Insured Payments and Avoided Payments paid by the Class
1-AV-1 Insurer, but for which the Class 1-AV-1 Insurer has not been reimbursed
prior to such Distribution Date and (y) interest accrued on such Insured
Payments and Avoided Payments not previously repaid calculated at the rate set
forth in the insurance agreement.

         "CLASS 1-AV-1 SCHEDULED PAYMENT" means, with respect to any
Distribution Date with respect to the Class 1-AV-1 Certificates during the Term
of the Class 1-AV-1 Policy, (i) the Current Interest and Interest Carry Forward
Amount due and payable on the Class 1-AV-1 Certificates for such Distribution
Date and (ii) (A) for any Distribution Date earlier than the Class 1-AV-1 Final
Scheduled Distribution Date, distributions allocated to reduce the Certificate
Principal Balance of the Class 1-AV-1 Certificates in an amount at least
sufficient to ensure that no Class 1-AV-1 Principal Loss Amount exists on such
Distribution Date and (B) for the Class 1-AV-1 Final Scheduled

                                      S-81



Distribution Date, without duplication of the amount specified in clause
(ii)(A), the Certificate Principal Balance of the Class 1-AV-1 Certificates
outstanding on such Distribution Date, in each case, in accordance with the
original terms of the Class 1-AV-1 Certificates and the Pooling and Servicing
Agreement when the Class 1-AV-1 Certificates were issued and without regard to
any subsequent amendment or modification of the Class 1-AV-1 Certificates or the
Pooling and Servicing Agreement that has not been consented to in writing by the
Class 1-AV-1 Insurer. Notwithstanding the foregoing, "Class 1-AV-1 Scheduled
Payments" shall in no event include payments which become due on an accelerated
basis as a result of any optional termination, in whole or in part, or any other
cause, unless the Class 1-AV-1 Insurer elects, in its sole discretion, to pay
such amounts in whole or in part (in which event Class 1-AV-1 Scheduled Payments
shall include such accelerated payments as, when, and to the extent so elected
by the Class 1-AV-1 Insurer). In the event that the Class 1-AV-1 Insurer does
not make such election, "Class 1-AV-1 Scheduled Payments" shall include payments
due in accordance with the original scheduled terms of the Class 1-AV-1
Certificates without regard to any acceleration. In addition, "Class 1-AV-1
Scheduled Payments" shall not include, nor shall coverage be provided under the
Class 1-AV-1 Policy in respect of, (i) any amounts due in respect of the Class
1-AV-1 Certificates attributable to any increase in interest rate, penalty or
other sum payable by the Trust by reason of any default or event of default in
respect of the Class 1-AV-1 Certificates, or by reason of any deterioration of
the creditworthiness of the Trust, (ii) any shortfalls relating to the Relief
Act or similar state laws, (iii) any Net Rate Carryover, (iv) any Prepayment
Interest Shortfalls or (v) any taxes, withholding or other charge imposed by any
governmental authority due in connection with the payment of any Class 1-AV-1
Scheduled Payment to any holder or owner of a Class 1-AV-1 Certificate.

         "TERM OF THE CLASS 1-AV-1 POLICY" means the period from and including
the Closing Date to and including the first date on which (i) all Class 1-AV-1
Scheduled Payments have been paid that are required to be paid under the Pooling
and Servicing Agreement; (ii) any period during which any Class 1-AV-1 Scheduled
Payment could have been avoided in whole or in part as a preference payment
under applicable bankruptcy, insolvency, receivership or similar law has
expired, and (iii) if any proceedings requisite to avoidance as a preference
payment have been commenced prior to the occurrence of (i) and (ii) above, a
final and nonappealable order in resolution of each such proceeding has been
entered; provided, further, that if the holders of Class 1-AV-1 Certificates are
required to return any Avoided Payment as a result of such Insolvency
Proceeding, then the Term of the Class 1-AV-1 Policy shall terminate on the date
on which the Class 1-AV-1 Insurer has made all payments required to be made
under the terms of the Class 1-AV-1 Policy in respect of all such Avoided
Payments.

         The Class 1-AV-1 Policy is issued under and will be construed under,
the laws of the State of New York.

         THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76
OF THE NEW YORK INSURANCE LAW DOES NOT COVER THE CLASS 1-AV-1 POLICY. THE
FLORIDA INSURANCE GUARANTY ASSOCIATION CREATED UNDER PART II OF CHAPTER 631 OF
THE FLORIDA INSURANCE CODE DOES NOT COVER THE CLASS 1-AV-1 POLICY. IN THE EVENT
THAT THE CLASS 1-AV-1 INSURER WERE TO BECOME INSOLVENT, THE CALIFORNIA INSURANCE
GUARANTY ASSOCIATION, ESTABLISHED PURSUANT TO ARTICLE 14.2 OF CHAPTER 1 OF PART
2 OF DIVISION I OF THE CALIFORNIA INSURANCE CODE EXCLUDES FROM COVERAGE ANY
CLAIMS ARISING UNDER THIS POLICY.

         The Class 1-AV-1 Policy is not cancelable. The premium on the Class
1-AV-1 Policy is not refundable for any reason including payment, or provision
being made for payment, prior to maturity of the Class 1-AV-1 Certificates.

         The Class 1-AV-1 Policy and the obligations of the Class 1-AV-1 Insurer
thereunder will terminate without any action on the part of the Class 1-AV-1
Insurer or any other person on the last date of the Term of the Class 1-AV-1
Policy. Upon termination of the Class 1-AV-1 Policy, the Trustee is required to
deliver the original of the Class 1-AV-1 Policy to the Class 1-AV-1 Insurer.


THE CLASS 1-AV-1 INSURER

         The following information has been supplied by the Class 1-AV-1 Insurer
for inclusion in this prospectus supplement. No representation is made by the
Depositor, either Seller, the Master Servicer, the Trustee, the Co-

                                      S-82



Trustee or any of the Underwriters, or any of their respective affiliates, as to
the accuracy or completeness of such information .

         The Class 1-AV-1 Insurer accepts no responsibility for the accuracy or
completeness of this prospectus supplement or any other information or
disclosure contained herein, or omitted herefrom, other than with respect to the
accuracy of the information regarding the Class 1-AV-1 Insurer and its
affiliates set forth under this heading. In addition, the Class 1-AV-1 Insurer
makes no representation regarding the Certificates or the advisability of
investing in the Certificates.


General Information

         XL Capital Assurance Inc. (the "CLASS 1-AV-1 INSURER" or "XLCA") is a
monoline financial guaranty insurance company incorporated under the laws of the
State of New York. The Class 1-AV-1 Insurer is currently licensed to do
insurance business in, and is subject to the insurance regulation and
supervision by, the State of New York, forty-eight other states, the District of
Columbia, Puerto Rico, the U.S. Virgin Islands and Singapore. The Class 1-AV-1
Insurer has a license application pending with the State of Wyoming, the only
state in which it is not currently licensed.

         The Class 1-AV-1 Insurer is an indirect wholly owned subsidiary of XL
Capital Ltd, a Cayman Islands corporation ("XL Capital Ltd"). Through its
subsidiaries, XL Capital Ltd is a leading provider of insurance and reinsurance
coverages and financial products to industrial, commercial and professional
service firms, insurance companies and other enterprises on a worldwide basis.
The common stock of XL Capital Ltd is publicly traded in the United States and
listed on the New York Stock Exchange (NYSE: XL). XL CAPITAL LTD IS NOT
OBLIGATED TO PAY THE DEBTS OF OR CLAIMS AGAINST THE CLASS 1-AV-1 INSURER.

         The Class 1-AV-1 Insurer was formerly known as The London Assurance of
America Inc. ("London"), which was incorporated on July 25, 1991 under the laws
of the State of New York. On February 22, 2001, XL Reinsurance America Inc. ("XL
Re") acquired 100% of the stock of London. XL Re merged its former financial
guaranty subsidiary, known as XL Capital Assurance Inc. (formed September 13,
1999) with and into London, with London as the surviving entity. London
immediately changed its name to XL Capital Assurance Inc. All previous business
of London was 100% reinsured to Royal Indemnity Company, the previous owner at
the time of acquisition.


Reinsurance

         The Class 1-AV-1 Insurer has entered into a facultative quota share
reinsurance agreement with XL Financial Assurance Ltd ("XLFA"), an insurance
company organized under the laws of Bermuda, and an affiliate of the Class
1-AV-1 Insurer. Pursuant to this reinsurance agreement, the Class 1-AV-1 Insurer
expects to cede up to 90% of its business to XLFA. The Class 1-AV-1 Insurer may
also cede reinsurance to third parties on a transaction-specific basis, which
cessions may be any or a combination of quota share, first loss or excess of
loss. Such reinsurance is used by the Class 1-AV-1 Insurer as a risk management
device and to comply with statutory and rating agency requirements and does not
alter or limit the Class 1-AV-1 Insurer's obligations under any financial
guaranty insurance policy. With respect to any transaction insured by XLCA, the
percentage of risk ceded to XLFA may be less than 90% depending on certain
factors including, without limitation, whether XLCA has obtained third party
reinsurance covering the risk. As a result, there can be no assurance as to the
percentage reinsured by XLFA of any given financial guaranty insurance policy
issued by XLCA, including the Class 1-AV-1 Policy.

         Based on the audited financials of XLFA, as of December 31, 2003, XLFA
had total assets, liabilities, redeemable preferred shares and shareholders'
equity of $831,762,000, $401,123,000, $39,000,000 and $391,639,000,
respectively, determined in accordance with generally accepted accounting
principles in the United States. XLFA's insurance financial strength is rated
"Aaa" by Moody's and "AAA" by S&P and Fitch Inc. ("Fitch") In addition, XLFA has
obtained a financial enhancement rating of "AAA" from S&P.

         The obligations of XLFA to the Class 1-AV-1 Insurer under the
reinsurance agreement described above are unconditionally guaranteed by XL
Insurance (Bermuda) Ltd ("XLI"), a Bermuda company and one of the world's

                                      S-83




leading excess commercial insurers. XLI is a wholly owned indirect subsidiary of
XL Capital Ltd. In addition to A.M. Best's rating of "A+" (Negative Outlook),
XLI's insurance financial strength rating is "Aa2" by Moody's, "AA-" by S&P and
"AA" by Fitch. The ratings of XLFA and XLI are not recommendations to buy, sell
or hold securities, including the Class 1-AV-1 Certificates, and are subject to
revision or withdrawal at any time by Moody's, S&P or Fitch.

         Notwithstanding the capital support provided to the Class 1-AV-1
Insurer described in this section, the Class 1-AV-1 Certificateholders will have
direct recourse against the Class 1-AV-1 Insurer only, and neither XLFA nor XLI
will be directly liable to the Class 1-AV-1 Certificateholders.


Financial Strength and Financial Enhancement Ratings of XLCA

         The Class 1-AV-1 Insurer's insurance financial strength is rated "Aaa"
by Moody's and "AAA" by S&P and Fitch. In addition, XLCA has obtained a
financial enhancement rating of "AAA" from S&P. These ratings reflect Moody's,
S&P's and Fitch's current assessment of the Class 1-AV-1 Insurer's
creditworthiness and claims-paying ability as well as the reinsurance
arrangement with XLFA described under "Reinsurance" above.

         The above ratings are not recommendations to buy, sell or hold
securities, including the Class 1-AV-1 Certificates, and are subject to revision
or withdrawal at any time by Moody's, S&P or Fitch. Any downward revision or
withdrawal of these ratings may have an adverse effect on the market price of
the Class 1-AV-1 Certificates. The Class 1-AV-1 Insurer does not guaranty the
market price of the Class 1-AV-1 Certificates nor does it guaranty that the
ratings on the Class 1-AV-1 Certificates will not be revised or withdrawn.


Capitalization of the Class 1-AV-1 Insurer

         Based on the audited statutory financial statements for XLCA as of
December 31, 2003 filed with the State of New York Insurance Department, XLCA
has total admitted assets of $329,701,823, total liabilities of $121,635,535 and
total capital and surplus of $208,066,288 determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory
authorities ("SAP"). Based on the audited statutory financial statements for
XLCA as of December 31, 2002 filed with the State of New York Insurance
Department, XLCA has total admitted assets of $180,993,189, total liabilities of
$58,685,217 and total capital and surplus of $122,307,972 determined in
accordance with SAP.

         For further information concerning XLCA and XLFA, see the financial
statements of XLCA and XLFA, and the notes thereto, incorporated by reference in
this prospectus supplement. The financial statements of XLCA and XLFA are
included as exhibits to the periodic reports filed with the Securities and
Exchange Commission (the "Commission") by XL Capital Ltd and may be reviewed at
the EDGAR website maintained by the Commission. All financial statements of XLCA
and XLFA included in, or as exhibits to, documents filed by XL Capital Ltd
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 on or prior to the date of this prospectus supplement, or after the date of
this prospectus supplement but prior to termination of the offering of the Class
1-AV-1 Certificates, shall be deemed incorporated by reference in this
prospectus supplement. Except for the financial statements of XLCA and XLFA, no
other information contained in XL Capital Ltd's reports filed with the
Commission is incorporated by reference. Copies of the statutory quarterly and
annual statements filed with the State of New York Insurance Department by XLCA
are available upon request to the State of New York Insurance Department.


Regulation of the Class 1-AV-1 Insurer

         The Class 1-AV-1 Insurer is regulated by the Superintendent of
Insurance of the State of New York. In addition, the Class 1-AV-1 Insurer is
subject to regulation by the insurance laws and regulations of the other
jurisdictions in which it is licensed. As a financial guaranty insurance company
licensed in the State of New York, the Class 1-AV-1 Insurer is subject to
Article 69 of the New York Insurance Law, which, among other things, limits the
business of each insurer to financial guaranty insurance and related lines,
prescribes minimum standards of solvency, including minimum capital
requirements, establishes contingency, loss and unearned premium reserve
requirements, requires the maintenance of minimum surplus to policyholders and
limits the aggregate amount of

                                      S-84



insurance which may be written and the maximum size of any single risk exposure
which may be assumed. The Class 1-AV-1 Insurer is also required to file detailed
annual financial statements with the New York Insurance Department and similar
supervisory agencies in each of the other jurisdictions in which it is licensed.

         The extent of state insurance regulation and supervision varies by
jurisdiction, but New York and most other jurisdictions have laws and
regulations prescribing permitted investments and governing the payment of
dividends, transactions with affiliates, mergers, consolidations, acquisitions
or sales of assets and incurrence of liabilities for borrowings.

THE FINANCIAL GUARANTY INSURANCE POLICIES ISSUED BY THE CLASS 1-AV-1 INSURER,
INCLUDING THE CLASS 1-AV-1 POLICY, ARE NOT COVERED BY THE PROPERTY/CASUALTY
INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

         The principal executive offices of the Class 1-AV-1 Insurer are located
at 1221 Avenue of the Americas, New York, New York 10020 and its telephone
number at this address is (212) 478-3400.

Subrogation of the Class1-AV-1 Insurer

         The Class 1-AV-1 Insurer shall be subrogated to the rights of each
holder of a Class 1-AV-1 Certificate to receive distributions on those Class
1-AV-1 Certificates to the extent of any payment by the Class 1-AV-1nsurer under
the Class 1-AV-1 Policy.

         Pursuant to the terms of the Pooling and Servicing Agreement, unless
the Class 1-AV-1 Insurer fails to make a required payment under the Class 1-AV-1
Policy, a proceeding in bankruptcy shall have been instituted by the Class
1-AV-1 Insurer or a decree or order for relief shall have been issued in respect
of a proceeding in bankruptcy against the Class 1-AV-1 Insurer and shall remain
unstayed for a period of 60 consecutive days, the insurer will be entitled to
exercise the voting rights of the Class 1-AV-1 Certificateholders, without the
consent of the Class 1-AV-1 Certificateholders, and the Class
1-AV-1Certificateholders may exercise such rights only with the prior written
consent of the Class 1-AV-1nsurer.

REPORTS TO CERTIFICATEHOLDERS

         On each Distribution Date, the Trustee will forward to each
Certificateholder, the Master Servicer and the Depositor a statement generally
setting forth, among other information:

                  (1) the amount of the related distribution to holders of the
         Offered Certificates allocable to principal, separately identifying:

                           (a) the aggregate amount of any Principal Prepayments
                  included therein, and

                           (b) the aggregate of all Scheduled Payments of
                  principal included therein,

                  (2) the amount of such distribution to holders of the Offered
         Certificates (other than the Class A-R Certificates) allocable to
         interest,

                  (3) the Interest Carry Forward Amounts for each class of
         Offered Certificates (other than the Class A-R Certificates),

                  (4) the Certificate Principal Balance of each class of Offered
         Certificates after giving effect to (i) all distributions allocable to
         principal on such Distribution Date, (ii) the allocation of any Applied
         Realized Loss Amounts for such Distribution Date and (iii) the
         allocation of any Subsequent Recoveries for such Distribution Date,

                  (5) the aggregate Stated Principal Balance of the Mortgage
         Loans in each Loan Group for the following Distribution Date,

                                      S-85



                  (6) the amount of the Servicing Fees paid to or retained by
         the Master Servicer for the related Due Period,

                  (7) the Pass-Through Rate for each class of Offered
         Certificates (other than the Class A-R Certificates) for such
         Distribution Date,

                  (8) the amount of Advances for each Loan Group included in
         the distribution on such Distribution Date,

                  (9) the number and aggregate principal amounts of Mortgage
         Loans in each Loan Group:

                           (a) delinquent (exclusive of related Mortgage Loans
                  in foreclosure):

                                    30 to 59 days,

                                    60 to 89 days and

                                    90 or more days, and

                           (b) in foreclosure and delinquent:

                                    30 to 59 days,

                                    60 to 89 days and

                                    90 or more days,

         in each case as of the close of business on the last day of the
         calendar month preceding such Distribution Date,

                  (10) with respect to any Mortgage Loan in each Loan Group that
         became an REO Property during the preceding calendar month, the loan
         number and Stated Principal Balance for such Distribution Date of such
         Mortgage Loan and the date of acquisition thereof,

                  (11) whether a Fixed Rate Trigger Event or an Adjustable Rate
         Trigger Event is in effect,

                  (12) the total number and Stated Principal Balance of any REO
         Properties in each Loan Group as of the close of business on the
         Determination Date preceding such Distribution Date,

                  (13) any Net Rate Carryover paid and all remaining Net Rate
         Carryover remaining on each class of the Certificates on such
         Distribution Date,

                  (14) the amounts, if any, due, and the amounts received, under
         each Corridor Contract for such Distribution Date,

                  (15) the amount of Realized Losses and Subsequent Recoveries
         applied to the Fixed Rate Subordinate Certificates and the Adjustable
         Rate Subordinate Certificates for such Distribution Date,

                  (16) all payments made by the Master Servicer in respect of
         Compensating Interest for such Distribution Date,

                  (17) the amounts paid by the Class 1-AV-1 Insurer for such
         Distribution Date,

                                      S-86



                  (18) all amounts paid to the Class 1-AV-1 Insurer in respect
         of any premiums payable with respect to the Class 1-AV-1 Policy, and
         the amount of any reimbursements to the Class 1-AV-1 Insurer for any
         payments made under the Class 1-AV-1 Policy.

In addition, within 60 days after the end of each calendar year, the Trustee
will prepare and deliver to each Certificateholder of record during the previous
calendar year a statement containing information necessary to enable
Certificateholders to prepare their tax returns. Such statements will not have
been examined and reported upon by an independent public accountant.


AMENDMENT

         The Pooling and Servicing Agreement may be amended by the Depositor,
the Master Servicer, the Sellers, the Trustee and the Co-Trustee, without the
consent of Certificateholders, for any of the purposes set forth under "The
Agreements -- Amendment" in the prospectus. In addition, the Pooling and
Servicing Agreement may be amended by the Depositor, the Master Servicer, the
Sellers, the Trustee, the Co-Trustee and the holders of a majority in interest
of each class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment may:

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

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

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

                  (4) adversely affect in any material respect the rights and
         interests of the Class 1-AV-1 Insurer without its consent, which
         consent shall not be unreasonably withheld or delayed.


OPTIONAL TERMINATION

         The Master Servicer will have the right to purchase all remaining
Mortgage Loans and REO Properties in the Trust Fund and thereby effect early
retirement of all the Certificates, on any Distribution Date on or after the
first Distribution Date on which the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties in the Trust Fund is less than or equal to 10%
of the sum of the Initial Cut-off Date Pool Principal Balance and the Pre-Funded
Amount (the "OPTIONAL TERMINATION DATE"). In the event such option is exercised
by the Master Servicer, the purchase will be made at a price equal to the sum
of:

                  (1) 100% of the Stated Principal Balance of each Mortgage Loan
         in the Trust Fund (other than in respect of REO Property) plus accrued
         interest thereon at the applicable Net Mortgage Rate, and

                  (2) the appraised value of any REO Property (up to the Stated
         Principal Balance of the related Mortgage Loan) in the Trust Fund;

provided, however, that unless the NIM Insurer otherwise consents, the purchase
price will in no event be less than an amount that would result in a final
distribution on any NIM Insurer guaranteed notes that is sufficient (x) to pay
such notes in full and (y) to pay any amounts due and payable to the NIM Insurer
pursuant to the indenture related to such notes.

         The NIM Insurer may also have the right to purchase all remaining
Mortgage Loans and REO Properties in the Trust Fund.

                                      S-87



         Proceeds from such purchase will be distributed to the
Certificateholders and the Class 1-AV-1 Insurer in the priority described above.
The proceeds from any such distribution may not be sufficient to distribute the
full amount to which each class of Certificates is entitled if the purchase
price is based in part on the appraised value of any REO Property and such
appraised value is less than the Stated Principal Balance of the related
Mortgage Loan. Any purchase of the Mortgage Loans and REO Properties will result
in an early retirement of the Certificates.


OPTIONAL PURCHASE OF DEFAULTED LOANS

         As to any Mortgage Loan which is delinquent in payment by 150 days or
more, the Master Servicer may, at its option but subject to certain conditions
specified in the Pooling and Servicing Agreement, purchase such Mortgage Loan at
a price equal to 100% of the Stated Principal Balance thereof plus accrued
interest thereon at the applicable Mortgage Rate (less the Servicing Fee Rate)
from the date through which interest was last paid by the related mortgagor or
advanced to the first day of the month in which such amount is to be distributed
to Certificateholders.


EVENTS OF DEFAULT

         Events of Default will consist of:

                  (1) any failure by the Master Servicer to deposit in the
         Certificate Account or the Distribution Account the required amounts or
         remit to the Trustee any payment (including an Advance required to be
         made under the terms of the Pooling and Servicing Agreement) which
         continues unremedied for five calendar days (or in the case of an
         Advance, one Business Day) after written notice of such failure shall
         have been given to the Master Servicer by the Trustee, the NIM Insurer
         or the Depositor, or to the Trustee, the NIM Insurer and the Master
         Servicer by the holders of Certificates evidencing not less than 25% of
         the Voting Rights evidenced by the Certificates,

                  (2) any failure by the Master Servicer to observe or perform
         in any material respect any other of its covenants or agreements, or
         any breach of a representation or warranty made by the Master Servicer,
         in the Pooling and Servicing Agreement, which in each case continues
         unremedied for 60 days after the giving of written notice of such
         failure to the Master Servicer by the Trustee, the NIM Insurer or the
         Depositor, or to the Trustee by the holders of Certificates evidencing
         not less than 25% of the Voting Rights evidenced by the Certificates,

                  (3) a decree or order of a court or agency or supervisory
         authority having jurisdiction in the premises for the appointment of a
         receiver or liquidator in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings, or for
         the winding-up or liquidation of its affairs, shall have been entered
         against the Master Servicer and such decree or order shall have
         remained in force undischarged or unstayed for a period of 60
         consecutive days,

                  (4) the Master Servicer shall consent to the appointment of a
         receiver or liquidator in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings of or
         relating to the Master Servicer or all or substantially all of the
         property of the Master Servicer,

                  (5) the Master Servicer shall admit in writing its inability
         to pay its debts generally as they become due, file a petition to take
         advantage of, or commence a voluntary case under, any applicable
         insolvency or reorganization statute, make an assignment for the
         benefit of its creditors, or voluntarily suspend payment of its
         obligations, or

                  (6) the Master Servicer shall fail to reimburse, in full, the
         Trustee not later than 6:00 p.m., New York City time, on the Business
         Day following the related Distribution Date for any Advance made by the
         Trustee together with accrued and unpaid interest.

                                      S-88



         As of any date of determination:

     o   holders of the Class PF, Class PV, Class CF, Class CV and Class A-R
         Certificates will each be allocated 1% of all Voting Rights (for a
         total of 5% of the voting rights), and

     o   holders of the other classes of Certificates will be allocated the
         remaining Voting Rights in proportion to their respective outstanding
         Certificate Principal Balances.

         Voting Rights will be allocated among the Certificates of each such
class in accordance with their respective Percentage Interests. However, on any
date on which any Class 1-AV-1 Certificates are outstanding or any amounts are
owed to the Class 1-AV-1 Insurer under the Pooling and Servicing Agreement, the
Class 1-AV-1 Insurer will have all voting rights of the Class 1-AV-1
Certificates unless the Class 1-AV-1 Insurer fails to make a required payment
under the Class 1-AV-1 Policy, a proceeding in bankruptcy shall have been
instituted by the Class 1-AV-1 Insurer, or a decree or order for relief shall
have been issued in respect of a proceeding in bankruptcy against the Class
1-AV-1 Insurer and shall remain unstayed for a period of 60 consecutive days.


RIGHTS UPON EVENT OF DEFAULT

         So long as an Event of Default under the Pooling and Servicing
Agreement remains unremedied, subject to the rights of the NIM Insurer, the
Trustee shall, but only upon the receipt of instructions from the holders of
Certificates having not less than 25% of the Voting Rights evidenced by the
Certificates (subject to the consent of the Class 1-AV-1 Insurer, which shall
not be unreasonably withheld or delayed) terminate all of the rights and
obligations of the Master Servicer under the Pooling and Servicing Agreement and
in and to the Mortgage Loans, whereupon the Trustee will succeed to all of the
responsibilities and duties of the Master Servicer under the Pooling and
Servicing Agreement, including the obligation to make Advances. No assurance can
be given that termination of the rights and obligations of the Master Servicer
under the Pooling and Servicing Agreement would not adversely affect the
servicing of the Mortgage Loans, including the delinquency experience of the
Mortgage Loans.

         No Certificateholder, solely by virtue of such holder's status as a
Certificateholder, will have any right under the Pooling and Servicing Agreement
to institute any proceeding with respect thereto, unless such holder previously
has given to the Trustee written notice of the continuation of an Event of
Default and unless the holders of Certificates having not less than 25% of the
Voting Rights evidenced by the Certificates have made a written request to the
Trustee to institute such proceeding in its own name as Trustee thereunder and
have offered to the Trustee reasonable indemnity and the Trustee for 60 days has
neglected or refused to institute any such proceeding and in such case such
rights shall be subject to the rights of the NIM Insurer.


THE TRUSTEE

         The Bank of New York will be the Trustee under the Pooling and
Servicing Agreement. The Depositor and Countrywide Home Loans may maintain other
banking relationships in the ordinary course of business with the Trustee. The
Offered Certificates may be surrendered at the Corporate Trust Office of the
Trustee located at 101 Barclay Street, New York, New York 10286, Attention:
Corporate Trust MBS Administration or at such other addresses as the Trustee may
designate from time to time.


CO-TRUSTEE

         BNY Western Trust Company, a subsidiary of The Bank of New York
Company, Inc. will be the Co-Trustee under the Pooling and Servicing Agreement.
The Depositor and Countrywide Home Loans may maintain other banking
relationships in the ordinary course of business with the Co-Trustee.


RESTRICTIONS ON TRANSFER OF THE CLASS A-R CERTIFICATES

         The Class A-R Certificates will be subject to the restrictions on
transfer described in the prospectus under "Material Federal Income Tax
Consequences -- Taxation of Holders of Residual Interest Securities --
Restrictions on Ownership and Transfer of Residual Interest Securities." The
Class A-R Certificates (in addition to other

                                      S-89



ERISA restricted classes of Certificates, as described in the Pooling and
Servicing Agreement), may not be acquired by a Plan or with assets of a Plan
unless certain conditions are met. See "ERISA Considerations" in this prospectus
supplement. Each Class A-R Certificate will contain a legend describing the
foregoing restrictions.


RIGHTS OF THE NIM INSURER UNDER THE POOLING AND SERVICING AGREEMENT

         After the Closing Date, a separate trust or trusts may be established
to issue net interest margin securities secured by all or a portion of the Class
PF, Class PV, Class CF and Class CV Certificates. Those net interest margin
securities may or may not have the benefit of a financial guaranty insurance
policy. The insurer or insurers (the "NIM INSURER") that would issue a policy
will be a third party beneficiary of the Pooling and Servicing Agreement and
will have a number of rights under the Pooling and Servicing Agreement, which
will include the following:

     o   the right to consent to the Master Servicer's exercise of its
         discretion to waive assumption fees, late payment or other charges in
         connection with a Mortgage Loan or to arrange for the extension of due
         dates for payments due on a mortgage note for no more than 270 days, if
         the waivers or extensions relate to more than 5% of the Mortgage Loans;

     o   the right to direct the Trustee to terminate all of the rights and
         obligations of the Master Servicer under the Pooling and Servicing
         Agreement relating to the Trust Fund and the assets of the Trust Fund
         following the occurrence of an event of default under the Pooling and
         Servicing Agreement;

     o   the right to approve or reject the appointment of any successor
         servicer other than the Trustee, if the Master Servicer is required to
         be replaced and the Trustee is unwilling or unable to act as successor
         servicer;

     o   the right to consent to any amendment to the Pooling and Servicing
         Agreement; and

     o   each of the rights under "Risk Factors--Rights of the NIM Insurer" in
         this prospectus supplement.

         You should note the rights that the NIM Insurer would have and
carefully evaluate its potential impact on your investment.


                  YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL

         The weighted average life of, and the yield to maturity on, each class
of the Offered Certificates generally will be directly related to the rate of
payment of principal (including prepayments) of the Mortgage Loans in the
related Loan Group or Loan Groups. The actual rate of principal prepayments on
the mortgage loans is influenced by a variety of economic, tax, geographic,
demographic, social, legal and other factors and has fluctuated considerably in
recent years. In addition, the rate of principal prepayments may differ among
pools of mortgage loans at any time because of specific factors relating to the
mortgage loans in the particular pool, including, among other things, the age of
the mortgage loans, the geographic locations of the properties securing the
loans, the extent of the mortgagor's equity in such properties, and changes in
the mortgagors' housing needs, job transfers and employment status. Furthermore,
as described under "The Mortgage Pool -- Assignment of the Mortgage Loans" with
respect to up to 50% of the Initial Mortgage Loans and 90% of the Subsequent
Mortgage Loans (the "DELAY DELIVERY MORTGAGE LOANS"), the Depositor may deliver
the related Trustee Mortgage Files after the Closing Date. Should a Seller fail
to deliver to the Depositor or other designee of the Depositor all or a portion
of any such Trustee Mortgage Files relating to Mortgage Loans sold by it, or, at
the Depositor's direction, to the Co-Trustee within the time periods described
under "The Mortgage Pool -- Assignment of the Mortgage Loans" Countrywide Home
Loans will be required to use its best efforts to deliver a Substitute Mortgage
Loan for the related Delay Delivery Mortgage Loan or repurchase the related
Delay Delivery Mortgage Loan. Any repurchases pursuant to this provision would
also have the effect of accelerating the rate of prepayments on the Mortgage
Loans. In addition, no less than approximately 84.23%, 72.47% and 71.28% of the
Mortgage Loans in the Statistical Calculation Pool in respect of Loan Group 1,
Loan Group 2 and Loan Group 3, respectively, in each case by principal balance
of the Mortgage Loans in the Statistical Calculation Pool in respect of the
related Loan Group, require the payment of a prepayment

                                      S-90



charge in connection with certain prepayments, generally no later than the first
five years in the case of the Mortgage Loans in Loan Group 1 or two or three
years in the case of the Mortgage Loans in Loan Group 2 and Loan Group 3, in
each case following origination of the related Mortgage Loan. These penalties,
if enforced by the Master Servicer, may affect the rate of prepayments on the
Mortgage Loans.

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

         The Class AF-6 Certificates will not be entitled to distributions of
principal until the Distribution Date in October 2007 (except as otherwise
described in this prospectus supplement). Thereafter, the relative entitlement
of the Class AF-6 Certificates to payments in respect of principal is subject to
increase in accordance with the calculation of the NAS Principal Distribution
Amount. See "Description of the Certificates -- Distributions" in this
prospectus supplement.


PREPAYMENTS AND YIELDS FOR THE OFFERED CERTIFICATES

         The extent to which the yield to maturity of the Offered Certificates
may vary from the anticipated yield will depend upon the degree to which it is
purchased at a discount or premium and, correspondingly, the degree to which the
timing of payments thereon is sensitive to prepayments, liquidations and
purchases of the Mortgage Loans in the related Loan Group or Loan Groups. In
particular, in the case of an Offered Certificate purchased at a discount, an
investor should consider the risk that a slower than anticipated rate of
principal payments, liquidations and purchases of the applicable Mortgage Loans
could result in an actual yield to such investor that is lower than the
anticipated yield and, in the case of an Offered Certificate purchased at a
premium, the risk that a faster than anticipated rate of principal payments,
liquidations and purchases of such Mortgage Loans could result in an actual
yield to such investor that is lower than the anticipated yield.

         In general with respect to fixed rate mortgage loans, if prevailing
interest rates fall significantly below the interest rates on such mortgage
loans, such mortgage loans are likely to be subject to higher prepayment rates
than if prevailing rates remain at or above the interest rates on such mortgage
loans. Conversely, if prevailing interest rates rise appreciably above the
interest rates on fixed rate mortgage loans, such mortgage loans are likely to
experience a lower prepayment rate than if prevailing rates remain at or below
the interest rates on such mortgage loans. In the event that Mortgage Loans in
Loan Group 1 with higher Mortgage Rates prepay at rates higher than other
Mortgage Loans in Loan Group 1, the applicable Net Rate Cap may be lower than
otherwise would be the case. As a result, the interest payable on the related
Offered Certificates on a Distribution Date could be reduced because of the
imposition of the applicable Net Rate Cap. No assurance can be given as to the
level of prepayment that the Mortgage Loans in Loan Group 1 will experience.

         As is the case with fixed rate mortgage loans, adjustable rate mortgage
loans may be subject to a greater rate of principal prepayments in a declining
interest rate environment. For example, if prevailing interest rates fall
significantly, adjustable rate mortgage loans could be subject to higher
prepayment rates than if prevailing interest rates remain constant because the
availability of fixed rate mortgage loans at lower interest rates may encourage
mortgagors to refinance their adjustable rate mortgage loans to a lower fixed
interest rate. Prepayments on the Two-Year Hybrid and Three-Year Hybrid Mortgage
Loans may differ as they approach their respective initial Adjustment Dates. No
assurance can be given as to the level of prepayment that the Adjustable Rate
Mortgage Loans will experience.

         Although the Mortgage Rates on the Adjustable Rate Mortgage Loans are
subject to adjustment, such Mortgage Rates adjust less frequently than the
Pass-Through Rates on the Class AV Certificates and the Adjustable

                                      S-91



Rate Subordinate Certificates and adjust by reference to the Mortgage Index.
Changes in One-Month LIBOR may not correlate with changes in the Mortgage Index
and also may not correlate with prevailing interest rates. It is possible that
an increased level of One-Month LIBOR could occur simultaneously with a lower
level of prevailing interest rates which would be expected to result in faster
prepayments, thereby reducing the weighted average lives of the related
Certificates. The Mortgage Rate applicable to all or substantially all of the
Adjustable Rate Mortgage Loans and any Adjustment Date will be based on the
Mortgage Index value most recently announced generally as of a date 45 days
prior to such Adjustment Date. Thus, if the Mortgage Index value with respect to
an Adjustable Rate Mortgage Loan rises, the lag in time before the corresponding
Mortgage Rate increases will, all other things being equal, slow the upward
adjustment of the applicable Net Rate Cap. In addition, it is expected that a
substantial portion of the Adjustable Rate Mortgage Loans will have Mortgage
Rates which will not adjust for a substantial period of time after origination.
See "The Mortgage Pool" in this prospectus supplement.

         The Corridor Contracts will be assigned to the Trust Fund and are
intended to provide the Class AF-1 and Class AV Certificates and the Adjustable
Rate Subordinate Certificates some protection against any Net Rate Carryover.
However, payments under the each Corridor Contract are based on their respective
Corridor Contract Notional Balances and not on the actual Stated Principal
Balances of the Mortgage Loans. Therefore, the Corridor Contracts may not
provide sufficient funds to cover such Net Rate Carryover. In addition, payments
under the Corridor Contracts are limited to a corridor of specified rates, which
is substantially higher than the rate of One-Month LIBOR as of the date of this
prospectus supplement and are only available to the Certificates to the extent
described under "Description of the Certificates -- The Corridor Contracts"
above.

         Although amounts received on the Corridor Contracts will be available
to pay Net Rate Carryover on the related Certificates to the extent described
under "Description of the Certificates -- Distributions -- Distributions of
Interest--Distributions of Funds from the Corridor Contracts" above, on or prior
to their respective Corridor Contract Termination Dates, there is no assurance
that funds will be available or sufficient to pay such amounts. The ratings
assigned to the Offered Certificates do not address the likelihood of the
payment of Net Rate Carryover.

         The effective yield to the holders of the Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6 Certificates and the Fixed Rate Subordinate
Certificates will be lower than the yield otherwise produced by the applicable
rate at which interest is passed through to such holders and the purchase price
of such Certificates because monthly distributions will not be payable to such
holders until the 25th day (or, if such day is not a Business Day, the following
Business Day) of the month following the month in which interest accrues on the
related Mortgage Loans (without any additional distribution of interest or
earnings thereon in respect of such delay).


LAST SCHEDULED DISTRIBUTION DATE

         Assuming that, among other things, (1) no prepayments are received on
the Mortgage Loans and (2) scheduled monthly payments of principal of and
interest on each of the Mortgage Loans are timely received, the Distribution
Date (the "LAST SCHEDULED DISTRIBUTION DATE") that occurs six months following
the distribution date (or, in the case of the Class A-R Certificates, zero
months) on which the Certificate Principal Balance of the applicable class of
Certificates would be reduced to zero is:

                                      S-92




               CLASS OF CERTIFICATES                 DISTRIBUTION DATE
               ---------------------                 -----------------
                  Class AF-1                            September 2013
                  Class AF-2                            September 2023
                  Class AF-3                            October 2030
                  Class AF-4                            October 2032
                  Class AF-5                            February 2035
                  Class AF-6                            December 2034
                  Class MF-1                            December 2034
                  Class MF-2                            November 2034
                  Class MF-3                            August 2034
                  Class MF-4                            July 2034
                  Class MF-5                            May 2034
                  Class BF                              February 2034
                  Class 1-AV-1                          February 2035
                  Class 2-AV-1                          February 2023
                  Class 2-AV-2                          May 2033
                  Class 2-AV-3                          February 2035
                  Class MV-1                            January 2035
                  Class MV-2                            December 2034
                  Class MV-3                            December 2034
                  Class MV-4                            November 2034
                  Class MV-5                            November 2034
                  Class MV-6                            October 2034
                  Class MV-7                            September 2034
                  Class MV-8                            July 2034
                  Class BV                              May 2034
                  Class A-R                             October 2004

         The actual final Distribution Date with respect to each class of these
Certificates could occur significantly earlier than its Last Scheduled
Distribution Date because:

                  (1) prepayments are likely to occur which will be applied to
         the payment of the Certificate Principal Balances thereof, and

                  (2) the Master Servicer may purchase all the Mortgage Loans in
         the Trust Fund when the aggregate Stated Principal Balance of the
         Mortgage Loans and REO Properties in the Trust Fund is less than or
         equal to 10% of the sum of the Initial Cut-off Date Pool Principal
         Balance and the Pre-Funded Amount.

         Prepayments on mortgage loans are commonly measured relative to a
prepayment model or standard. The prepayment models used in this prospectus
supplement ("PREPAYMENT MODELS") are based on an assumed rate of prepayment each
month of the then unpaid principal balance of a pool of mortgage loans similar
to the Mortgage Loans in each Loan Group. For the Fixed Rate Mortgage Loans, the
Prepayment Model used in this prospectus supplement (the "FIXED RATE PREPAYMENT
VECTOR" or "FRPV") is a prepayment assumption which represents an assumed rate
of prepayment each month relative to the then outstanding principal balance of a
pool of mortgage loans for the life of such mortgage loans. For example, a 100%
FRPV assumes a constant prepayment rate ("CPR") of 2.0% per annum of the then
outstanding principal balance of the Fixed Rate Mortgage Loans in the first
month of the life of such Mortgage Loans and an additional 2.0% per annum (i.e.,
1/10 of the final per annum rate) in each month thereafter up to and including
the tenth month. Beginning in the eleventh month and in each month thereafter
during the life of such Fixed Rate Mortgage Loans, a 100% FRPV assumes a CPR of
20% per annum. For the Adjustable Rate Mortgage Loans, the Prepayment Model used
in this prospectus supplement ("ADJUSTABLE RATE PREPAYMENT VECTOR" or "ARPV") is
a prepayment assumption which represents an assumed rate of the prepayment each
month relative to the then outstanding principal balance of a pool of mortgage
loans for the life of the mortgage loans. 100% ARPV assumes 4% CPR in month 1,
an additional 1/11th of 16% CPR for each month thereafter, increasing to 20% CPR
in month 12 and remaining constant at 20% CPR until month 26, increasing to and
remaining constant at 60% CPR from month 27 until month 30 and decreasing to and
remaining constant at 32%

                                      S-93



CPR from month 31 and thereafter; provided, however, the prepayment rate will
not exceed 85% CPR in any period for any given percentage of ARPV. As used in
the tables, 100% of the Prepayment Model means 100% FRPV and 100% ARPV, as
applicable.

         There is no assurance, however, that prepayments on the Mortgage Loans
will conform to any level of the Prepayment Model, and no representation is made
that the Mortgage Loans will prepay at the prepayment rates shown or any other
prepayment rate. The rate of principal payments on mortgage loans is influenced
by a variety of economic, geographic, social and other factors, including the
level of interest rates. Other factors affecting prepayment of mortgage loans
include changes in obligors' housing needs, job transfers and unemployment. In
the case of mortgage loans in general, if prevailing interest rates fall
significantly below the interest rates on such mortgage loans, the mortgage
loans are likely to be subject to higher prepayment rates than if prevailing
interest rates remain at or above the rates borne by such mortgage loans.
Conversely, if prevailing interest rates rise above the interest on such
mortgage loans, the rate of prepayment would be expected to decrease.

         The percentages listed in the following tables of the initial
Certificate Principal Balance of each Class of Certificates outstanding at the
respective percentages of the Prepayment Model have been rounded to the nearest
whole percentages. An asterisk (*) indicates a number less than 0.5% but greater
than 0.0%. The weighted average life of each Certificate is determined by (a)
multiplying the amount of each principal payment by the number of years from the
date of issuance to the related Distribution Date, (b) adding the results, and
(c) dividing the sum by the initial respective Certificate Principal Balance for
such class of Certificates. The following tables have been prepared on the basis
of the following assumptions (collectively, the "MODELING ASSUMPTIONS"):

                  (1) the Mortgage Loans prepay at the indicated percentage of
         the related Prepayment Model,

                  (2) distributions on the Certificates are received, in cash,
         on the 25th day of each month, commencing in October 2004, in
         accordance with the payment priorities defined in this prospectus
         supplement,

                  (3) no defaults or delinquencies in, or modifications, waivers
         or amendments respecting, the payment by the mortgagors of principal
         and interest on the Mortgage Loans occur,

                  (4) for all Initial Mortgage Loans, Scheduled Payments are
         assumed to be received on the first day of each month commencing in
         October 2004, and prepayments represent payment in full of individual
         Mortgage Loans and are assumed to be received on the last day of each
         month, commencing in September 2004, and include 30 days' interest
         thereon for all Subsequent Mortgage Loans, Scheduled Payments are
         assumed to be received on the first day of each month commencing in
         November 2004, and prepayments represent payment in full of individual
         Mortgage Loans and are assumed to be received on the last day of each
         month, commencing in October 2004, and include 30 days' interest
         thereon,

                  (5) the level of six-month LIBOR remains constant at 2.070%
         per annum, and the level of One-Month LIBOR remains constant at 1.758%
         per annum.

                  (6) the Pass-Through Margins or fixed rates for the Offered
         Certificates (other than the Class A-R Certificates) remain constant at
         the rates applicable on or prior to the Optional Termination Date and
         the Pass-Through Margins or fixed rates for such Certificates are
         adjusted accordingly on any Distribution Date after the Optional
         Termination Date,

                  (7) the Closing Date for the Certificates is September 28,
         2004,

                  (8) the Mortgage Rate for each Adjustable Rate Mortgage Loan
         is adjusted on its next Adjustment Date (and on subsequent Adjustment
         Dates, if necessary) to equal the sum of

                           (a) the assumed level of the Mortgage Index, and

                                      S-94



                           (b) the respective Gross Margin (such sum being
                  subject to the applicable periodic adjustment caps and floors
                  and the applicable lifetime adjustment caps and floors),

                  (9) except as indicated with respect to the weighted average
         lives to maturity, the optional termination is exercised on the
         Optional Termination Date,

                  (10) the scheduled monthly payment for each Mortgage Loan,
         except for the interest-only Mortgage Loans during their respective
         interest-only periods, is calculated based on its principal balance,
         mortgage rate and remaining amortization term to maturity so that each
         Mortgage Loan will amortize in amounts sufficient to repay the
         remaining principal balance of such Mortgage Loan by its remaining term
         to maturity (except in the case of balloon loans), as indicated in the
         table below,

                  (11) any Mortgage Loan with a remaining interest-only term
         greater than zero does not amortize during the remaining interest-only
         term, and at the end of the remaining interest-only term, any such
         Mortgage Loan will amortize in amounts sufficient to repay the current
         balance of any Mortgage Loan over the remaining term to maturity
         calculated at the expiration of the remaining interest-only term based
         on the applicable amortization method,

                  (12) scheduled monthly payments on each Adjustable Rate
         Mortgage Loan will be adjusted in the month immediately following each
         related interest adjustment date (as necessary) for such Mortgage Loan
         to equal the fully amortizing payment described above,

                  (13) the scheduled amortization for all Mortgage Loans is
         based upon their respective gross interest rates and the interest rate
         on each Fixed Rate Credit Comeback Loan will be deemed to be reduced by
         0.375% on the Due Date following the end of each of the first four
         annual periods after the origination date, irrespective of whether the
         borrower qualifies for the reduction by having a good payment history,

                  (14) all of the Pre-Funded Amount is used to purchase
         Subsequent Mortgage Loans for inclusion on the Closing Date, and

                  (15) each Loan Group consists of Mortgage Loans having the
         approximate characteristics described below:


                                      S-95


                           LOAN GROUP 1 MORTGAGE LOANS


                                                                    REMAINING   ORIGINAL
                       ADJUSTED         GROSS        REMAINING       TERM TO    INTEREST-              CREDIT
     PRINCIPAL       NET MORTGAGE      MORTGAGE    AMORTIZATION     MATURITY   ONLY TERM    AGE       COMEBACK     AMORTIZATION
    BALANCE($)       RATE (%) (2)    RATE (%) (1)  TERM (MONTHS)    (MONTHS)    (MONTHS)  (MONTHS)     FEATURE        METHOD
    ----------       ------------    ------------  -------------    --------    --------  --------     -------        ------

     67,573.14         7.221000        7.730000         119           119         N/A         1          No            Level
     78,010.23         8.991000        9.500000         119           119         N/A         1          No            Level
    273,521.80         6.141000        6.650000         179           179         N/A         1          No            Level
    188,929.53         7.503935        8.012935         179           179         N/A         1          No            Level
    199,158.20         8.325765        8.834765         177           177         N/A         2          No            Level
     73,862.85         9.491000       10.000000         178           178         N/A         2          No            Level
    139,820.58         6.991000        7.500000         180           180         N/A         0          No            Level
    369,387.73         6.366000        6.875000         178           178         N/A         2          No            Level
     49,917.25         8.491000        9.000000         180           180         N/A         0          No            Level
    502,308.70         7.844083        8.353083         180           180         N/A         0          No            Level
    473,926.43         6.472216        6.981216         180           180         N/A         0          No            Level
    685,904.88         6.722711        7.231711         180           180         N/A         0          No            Level
  5,337,546.92         7.282246        7.791246         179           179         N/A         1          No            Level
    149,685.93         8.760363        9.269363         178           178         N/A         2          No            Level
    208,932.90         7.013449        7.522449         179           179         N/A         1          No            Level
  3,403,872.91         7.258157        7.767157         179           179         N/A         1          No            Level
  7,747,501.31         7.072725        7.581725         179           179         N/A         1          No            Level
     79,073.19         9.741000       10.250000         178           178         N/A         2          Yes           Level
     84,936.43         6.741000        7.250000         180           180         N/A         0          No            Level
    291,836.64         7.888019        8.397019         238           238         N/A         2          No            Level
    142,365.65         6.616000        7.125000         235           235         N/A         5          No            Level
     92,782.06         9.141000        9.650000         238           238         N/A         1          No            Level
    537,067.83         5.741000        6.250000         300           360          60         0          No            Level
    317,797.80         5.991000        6.500000         300           360          60         0          No            Level
    477,611.42         6.038332        6.547332         300           360          60         0          No            Level
  2,316,368.64         7.780273        8.289273         359           359         N/A         1          Yes           Level
  2,522,837.21         6.172772        6.681772         360           360         N/A         0          Yes           Level
  2,086,203.99         7.710595        8.219595         360           360         N/A         0          Yes           Level
    216,656.56         7.919227        8.428227         360           360         N/A         0          Yes           Level
    163,341.80         7.991000        8.500000         360           360         N/A         0          Yes           Level
    996,582.29         7.618674        8.127674         360           360         N/A         0          Yes           Level
    298,838.46         7.481000        7.990000         358           358         N/A         2          No            Level
    198,950.31         7.241000        7.750000         360           360         N/A         0          No            Level
  1,417,372.60         7.378900        7.887900         359           359         N/A         1          No            Level
  3,657,708.00         6.709601        7.218601         359           359         N/A         1          No            Level
    608,415.53         6.469179        6.978179         360           360         N/A         0          No            Level
    382,717.66         8.150723        8.659723         359           359         N/A         1          No            Level
  3,422,767.37         7.498761        8.007761         359           359         N/A         1          No            Level
  3,528,254.72         7.071080        7.580080         359           359         N/A         1          No            Level
     97,950.14         8.366000        8.875000         359           359         N/A         1          No            Level
    139,559.23         6.366000        6.875000         360           360         N/A         0          No            Level
    395,973.14         7.469815        7.978815         357           357         N/A         1          No            Level
    106,629.53         6.741000        7.250000         360           360         N/A         0          No            Level
    164,417.70         7.291000        7.800000         358           358         N/A         2          No            Level
    125,446.50         8.866000        9.375000         360           360         N/A         0          Yes           Level
    589,675.10         7.470901        7.979901         358           358         N/A         2          No            Level
  1,363,904.02         6.941485        7.450485         300           360          60         0          No            Level
    735,691.45         7.528211        8.037211         300           359          60         1          No            Level
    465,197.44         5.616000        6.125000         300           357          60         3          No            Level
  4,894,245.42         6.273731        6.782731         300           358          60         2          No            Level
  4,835,908.12         6.067948        6.576948         300           359          60         1          No            Level
    326,290.44         8.041000        8.550000         358           358         N/A         2          No            Level
    321,786.74         8.208973        8.717973         359           359         N/A         1          No            Level
  5,273,915.96         6.300082        6.809082         360           360         N/A         0          No            Level
  1,121,779.20         7.033405        7.542405         360           360         N/A         0          No            Level
    358,430.97         5.776359        6.285359         360           360         N/A         0          No            Level
  1,228,455.77         6.415359        6.924359         360           360         N/A         0          No            Level
 11,515,041.44         6.304749        6.813749         360           360         N/A         0          No            Level
 31,360,611.40         7.221846        7.730846         359           359         N/A         1          No            Level
  4,998,944.52         6.801997        7.310997         359           359         N/A         1          No            Level
  2,770,295.49         6.856684        7.365684         351           351         N/A         9          No            Level
 44,077,763.85         6.732961        7.241961         359           359         N/A         1          No            Level


                                      S-96




                                                                    REMAINING   ORIGINAL
                       ADJUSTED         GROSS        REMAINING       TERM TO    INTEREST-              CREDIT
     PRINCIPAL       NET MORTGAGE      MORTGAGE    AMORTIZATION     MATURITY   ONLY TERM    AGE       COMEBACK     AMORTIZATION
    BALANCE($)       RATE (%) (2)    RATE (%) (1)  TERM (MONTHS)    (MONTHS)    (MONTHS)  (MONTHS)     FEATURE        METHOD
    ----------       ------------    ------------  -------------    --------    --------  --------     -------        ------

132,902,068.01         6.499704        7.008704         359           359         N/A         1          No            Level
    108,458.95         6.491000        7.000000         300           360          60         0          No            Level
    156,808.13         7.241000        7.750000         300           357          60         3          No            Level
    225,803.70         7.407667        7.916667         300           360          60         0          No            Level
    209,077.50         6.116000        6.625000         300           359          60         1          No            Level
    667,283.92         5.706583        6.215583         360           360         N/A         0          No            Level
  3,848,488.72         6.319895        6.828895         359           359         N/A         1          No            Level
    232,463.93         6.627248        7.136248         358           178         N/A         2          No           Balloon
    158,768.50         7.385416        7.894416         332           152         N/A        28          No           Balloon
    271,920.37         6.866000        7.375000         359           179         N/A         1          No           Balloon
    160,597.25         9.891000       10.400000         358           178         N/A         2          No           Balloon
        100.00(3)      0.000000        0.000000          1             1          N/A         0          N/A            N/A


----------
(1)  In the above table, the Gross Mortgage Rate percentages that include Fixed
     Rate Credit Comeback Loans have been calculated without subtracting any
     Credit Comeback Excess Amounts. However, for purposes of actual payments to
     be made on the Certificates, including the calculation of each applicable
     Net Rate Cap as well as other Mortgage Rate calculations, the Gross
     Mortgage Rate for each Fixed Rate Credit Comeback Loan will be deemed to be
     reduced by 0.375% on the Due Date following the end of each of the first
     four annual periods after the origination date, irrespective of whether the
     borrower qualifies for the reduction by having a good payment history.

(2)  In the above table, the Adjusted Net Mortgage Rate percentages that include
     Fixed Rate Credit Comeback Loans have been calculated without subtracting
     any Credit Comeback Excess Amounts. However, for purposes of actual
     payments to be made on the Certificates, including the calculation of each
     applicable Net Rate Cap as well as other Mortgage Rate calculations, the
     Gross Mortgage Rate for each Fixed Rate Credit Comeback Loan will be deemed
     to be reduced by 0.375% on the Due Date following the end of each of the
     first four annual periods after the origination date, irrespective of
     whether the borrower qualifies for the reduction by having a good payment
     history.

(3)  Cash Deposit


                                      S-97


                           LOAN GROUP 2 MORTGAGE LOANS



                                                                REMAINING   ORIGINAL
                    ADJUSTED NET      GROSS        REMAINING    TERM TO     INTEREST-
PRINCIPAL BALANCE     MORTGAGE       MORTGAGE    AMORTIZATION   MATURITY    ONLY TERM    AGE
       ($)          RATE (%) (2)   RATE (%) (1)  TERM (MONTHS)   (MONTHS)   (MONTHS)   (MONTHS)
       ---          ------------   ------------  -------------   --------   --------   --------

    201,466.52        6.131024       6.640024         359          359         N/A         1
    701,685.19        6.591624       7.100624         336          358         24          2
    320,091.81        7.481000       7.990000         336          360         24          0
  8,193,903.57        6.519632       7.028632         336          359         24          1
    385,832.40        6.858188       7.367188         336          359         24          1
    549,177.13        6.619571       7.128571         336          360         24          0
    170,262.69        7.241000       7.750000         336          356         24          4
    760,437.73        6.206121       6.715121         336          358         24          2
    241,010.31        6.341000       6.850000         336          357         24          3
    190,960.49        5.241000       5.750000         336          357         24          3
    202,850.34        7.491000       8.000000         336          360         24          0
    487,920.35        6.242788       6.751788         336          358         24          2
    170,615.21        6.991000       7.500000         336          358         24          2
  7,778,708.21        7.188304       7.697304         359          359         N/A         1
  1,431,602.19        5.847926       6.356926         358          358         N/A         2
    158,534.81        6.481000       6.990000         359          359         N/A         1
 29,049,747.73        6.841682       7.350682         359          359         N/A         1
  2,784,919.29        6.940674       7.449674         358          358         N/A         2
    164,555.11        6.481000       6.990000         359          359         N/A         1
    851,318.70        7.726233       8.235233         360          360         N/A         0
    269,878.38        5.855056       6.364056         358          358         N/A         2
  2,299,326.39        6.163862       6.672862         359          359         N/A         1
    222,786.46        7.541000       8.050000         359          359         N/A         1
    131,802.51        6.241000       6.750000         360          360         N/A         0
    361,253.80        7.116000       7.625000         359          359         N/A         1
    115,383.68        6.141000       6.650000         360          360         N/A         0
  1,001,021.36        7.436580       7.945580         359          359         N/A         1
    730,858.17        6.517333       7.026333         359          359         N/A         1
    524,165.74        6.475872       6.984872         359          359         N/A         1
    362,362.46        8.366000       8.875000         358          358         N/A         2
 14,585,515.78        7.011820       7.520820         324          360         36          0
    761,441.94        6.648954       7.157954         324          359         36          1
  1,013,247.50        7.023520       7.532520         324          360         36          0
 45,055,734.23        6.270040       6.779040         324          359         36          1
  1,307,908.96        6.659749       7.168749         324          360         36          0
  5,468,731.75        6.075580       6.584580         324          360         36          0
  1,430,295.75        7.147556       7.656556         324          360         36          0
    168,518.93        6.241000       6.750000         324          360         36          0
  2,507,974.10        6.763777       7.272777         324          360         36          0
  2,383,366.00        6.985904       7.494904         324          359         36          1
    918,600.75        6.956715       7.465715         324          358         36          2
    206,606.09        6.241000       6.750000         324          360         36          0
124,149,168.85        7.510906       8.019906         359          359         N/A         1
    287,846.49        6.491000       7.000000         359          359         N/A         1
  4,775,970.88        6.682538       7.191538         359          359         N/A         1



                    INITIAL    SUBSEQUENT                                         MONTHS TO     RESET
PRINCIPAL BALANCE   PERIODIC    PERIODIC    GROSS                     LIFE        NEXT RATE    FREQUENCY
       ($)          CAP (%)     CAP (%)    MARGIN (%)  LIFE CAP (%)  FLOOR (%)   ADJUSTMENT    (MONTHS)
       ---          -------     -------    ----------  ------------  ---------   ----------    --------

    201,466.52      1.282152    1.282152    6.393570     13.640024   6.132152        5            6
    701,685.19      2.480228    1.173257    5.760778     14.100624   7.100624        22           6
    320,091.81      1.500000    1.500000    6.990000     14.990000   7.990000        24           6
  8,193,903.57      1.952773    1.430266    6.181208     13.971643   7.028632        23           6
    385,832.40      1.654796    1.345204    7.057596     14.367188   7.367188        23           6
    549,177.13      1.500000    1.500000    6.128571     14.128571   7.128571        24           6
    170,262.69      1.500000    1.500000    7.750000     14.750000   7.750000        20           6
    760,437.73      3.000000    1.000000    6.173932     13.71512    6.715121        22           6
    241,010.31      3.000000    1.000000    6.690000     13.850000   6.850000        21           6
    190,960.49      3.000000    1.000000    5.370000     12.750000   5.750000        21           6
    202,850.34      1.500000    1.500000    7.000000     15.000000   8.000000        24           6
    487,920.35      2.367507    1.355930    6.180576     13.751788   6.751788        22           6
    170,615.21      3.000000    1.000000    6.895000     14.500000   7.500000        22           6
  7,778,708.21      2.042237    1.330610    6.967738     14.426250   7.603353        23           6
  1,431,602.19      3.000000    1.113984    6.352882     12.478005   6.540707        22           6
    158,534.81      3.000000    1.500000    6.000000     13.990000   6.990000        23           6
 29,049,747.73      2.032447    1.361356    6.647706     14.098563   7.350648        23           6
  2,784,919.29      2.324614    1.272344    6.836417     14.045444   7.380701        22           6
    164,555.11      1.500000    1.500000    6.000000     13.990000   6.990000        23           6
    851,318.70      1.500000    1.500000    7.235233     15.235233   8.235233        24           6
    269,878.38      1.500000    1.500000    5.650231     13.364056   6.364056        22           6
  2,299,326.39      2.428440    1.190520    6.035039     13.053902   6.700158        23           6
    222,786.46      3.000000    1.000000    7.150000     15.050000   8.050000        23           6
    131,802.51      3.000000    1.000000    6.750000     12.750000   6.750000        24           6
    361,253.80      3.000000    1.000000    6.625000     13.625000   6.625000        23           6
    115,383.68      3.000000    1.500000    5.750000     13.650000   6.650000        24           6
  1,001,021.36      2.050316    1.316561    7.358972     14.719658   7.992095        23           6
    730,858.17      2.427605    1.123014    6.826001     13.272360   7.026333        23           6
    524,165.74      1.500000    1.500000    6.487317     13.984872   6.984872        23           6
    362,362.46      1.500000    1.500000    7.875000     15.875000   7.875000        22           6
 14,585,515.78      1.600022    1.466659    6.613858     14.454139   7.508311        36           6
    761,441.94      1.500000    1.500000    6.157954     14.157954   7.157954        35           6
  1,013,247.50      1.890238    1.369921    6.156281     14.532520   7.532520        36           6
 45,055,734.23      1.685354    1.444345    5.915477     13.660791   6.768061        35           6
  1,307,908.96      1.500000    1.500000    6.386109     14.168749   7.168749        36           6
  5,468,731.75      1.500000    1.500000    5.565972     13.584580   6.584580        36           6
  1,430,295.75      1.500000    1.500000    6.433247     14.656556   7.656556        36           6
    168,518.93      1.500000    1.500000    5.750000     13.750000   6.750000        36           6
  2,507,974.10      1.500000    1.500000    6.205216     14.272777   7.272777        36           6
  2,383,366.00      2.809449    1.210986    7.440130     13.621939   7.494904        35           6
    918,600.75      3.000000    1.000000    7.289710     13.465715   7.465715        34           6
    206,606.09      1.500000    1.500000    6.375000     13.750000   6.750000        36           6
124,149,168.85      1.556355    1.473945    6.758581     14.976457   8.009176        35           6
    287,846.49      1.500000    1.500000    6.750000     14.000000   7.000000        35           6
  4,775,970.88      1.727610    1.424130    6.384137     14.039798   7.191538        35           6



                                      S-98




                                                                REMAINING   ORIGINAL
                    ADJUSTED NET      GROSS        REMAINING    TERM TO     INTEREST-
PRINCIPAL BALANCE     MORTGAGE       MORTGAGE    AMORTIZATION   MATURITY    ONLY TERM    AGE
       ($)          RATE (%) (2)   RATE (%) (1)  TERM (MONTHS)   (MONTHS)   (MONTHS)   (MONTHS)
       ---          ------------   ------------  -------------   --------   --------   --------

  6,410,288.64        7.078675       7.587675         359          359         N/A         1
222,592,345.93        6.860791       7.369791         359          359         N/A         1
 11,136,780.03        7.079012       7.588012         360          360         N/A         0
    240,131.62        8.018888       8.527888         360          360         N/A         0
  1,690,713.67        6.107591       6.616591         360          360         N/A         0
 16,572,794.89        6.549472       7.058472         360          360         N/A         0
    814,707.33        7.795916       8.304916         359          359         N/A         1
    274,274.75        7.452442       7.961442         360          360         N/A         0
  8,927,197.28        7.093690       7.602690         359          359         N/A         1
    513,916.82        7.710883       8.219883         360          360         N/A         0
    219,503.70        6.866000       7.375000         359          359         N/A         1
    949,047.33        7.236288       7.745288         359          359         N/A         1
    255,901.28        7.481000       7.990000         359          359         N/A         1
  1,720,569.71        7.078513       7.587513         359          359         N/A         1
    205,724.84        7.491000       8.000000         359          359         N/A         1
 24,605,381.84        7.546617       8.055617         359          359         N/A         1
  2,797,453.09        7.261976       7.770976         360          360         N/A         0
  1,191,707.50        6.782350       7.291350         359          359         N/A         1
 12,779,575.37        7.087058       7.596058         359          359         N/A         1
    266,617.65        7.416141       7.925141         360          360         N/A         0



                    INITIAL    SUBSEQUENT                                         MONTHS TO     RESET
PRINCIPAL BALANCE   PERIODIC    PERIODIC    GROSS                     LIFE        NEXT RATE    FREQUENCY
       ($)          CAP (%)     CAP (%)    MARGIN (%)  LIFE CAP (%)  FLOOR (%)   ADJUSTMENT    (MONTHS)
       ---          -------     -------    ----------  ------------  ---------   ----------    --------

  6,410,288.64      1.618817    1.442928    6.813204     14.473531   7.587675        35           6
222,592,345.93      1.649693    1.457710    6.364225     14.279948   7.358461        35           6
 11,136,780.03      1.500000    1.500000    6.500570     14.588012   7.588012        36           6
    240,131.62      1.500000    1.500000    7.527888     15.527888   8.527888        36           6
  1,690,713.67      1.500000    1.500000    5.681667     13.616591   6.616591        36           6
 16,572,794.89      1.500000    1.500000    6.092313     14.058472   7.058472        36           6
    814,707.33      1.730947    1.299836    6.946406     14.904588   8.089361        35           6
    274,274.75      1.500000    1.500000    6.961442     14.961442   7.961442        36           6
  8,927,197.28      1.648081    1.469077    6.385010     14.540845   7.579085        35           6
    513,916.82      1.500000    1.500000    7.030364     15.219883   8.219883        36           6
    219,503.70      3.000000    1.000000    6.375000     13.375000   7.375000        35           6
    949,047.33      2.454405    1.181865    7.605502     14.109018   7.745288        35           6
    255,901.28      3.000000    1.000000    7.000000     13.990000   7.990000        35           6
  1,720,569.71      3.000000    1.000000    7.163215     13.906326   7.557190        35           6
    205,724.84      1.500000    1.500000    7.000000     15.000000   8.000000        35           6
 24,605,381.84      1.571442    1.480937    6.535158     15.013327   8.039843        35           6
  2,797,453.09      1.567307    1.477564    6.361105     14.726104   7.770976        36           6
  1,191,707.50      1.736999    1.421000    6.596652     14.133351   7.291350        35           6
 12,779,575.37      2.008042    1.347673    6.833924     14.236073   7.547420        35           6
    266,617.65      1.500000    1.500000    7.250000     14.925141   7.925141        36           6



                                      S-99


                           LOAN GROUP 3 MORTGAGE LOANS



                   ADJUSTED
                     NET       GROSS                   REMAINING   ORIGINAL
                   MORTGAGE   MORTGAGE     REMAINING    TERM TO    INTEREST-           INITIAL    SUBSEQUENT
    PRINCIPAL     RATE (%)    RATE (%)   AMORTIZATION  MATURITY   ONLY TERM   AGE     PERIODIC     PERIODIC
   BALANCE ($)       (2)         (1)     TERM (MONTHS)  (MONTHS)   (MONTHS) (MONTHS)   CAP (%)     CAP (%)
   -----------       ---         ---     -------------  --------  --------- -------   -------     -------

    237,865.27     7.791000   8.300000        359         359       N/A       1      1.000000     1.000000
     84,231.37     5.041000   5.550000        357         357       N/A       3      1.000000     1.000000
     95,634.37     6.991000   7.500000        360         360       N/A       0      1.000000     1.000000
     47,221.18     6.491000   7.000000        274         274       N/A       86     1.500000     1.500000
  1,532,649.94     8.131780   8.640780        336         358        24       2      2.310704     1.229765
  1,523,559.74     6.427193   6.936193        336         359        24       1      1.500000     1.500000
  7,988,271.33     6.641438   7.150438        336         359        24       1      2.382128     1.265734
    656,657.42     7.502739   8.011739        336         358        24       2      1.972949     1.342350
    450,706.90     5.866000   6.375000        336         358        24       2      1.500000     1.500000
    223,099.92     6.341000   6.850000        336         359        24       1      3.000000     1.000000
    196,057.50     6.491000   7.000000        336         357        24       3      3.000000     1.000000
  9,465,724.71     8.428860   8.937860        359         359       N/A       1      2.259271     1.354945
  1,602,707.99     7.850405   8.359405        358         358       N/A       2      2.449695     1.415868
 16,433,973.86     7.792786   8.301786        359         359       N/A       1      2.255782     1.326642
  2,428,054.28     7.664203   8.173203        359         359       N/A       1      2.320830     1.099773
    155,052.33     8.791000   9.300000        358         358       N/A       2      3.000000     1.000000
    185,620.41     6.651000   7.160000        358         358       N/A       2      3.000000     1.000000
    584,633.37     7.962108   8.471108        358         358       N/A       2      2.041730     1.319423
    335,213.26     8.991000   9.500000        360         360       N/A       0      3.000000     1.500000
    724,849.39     7.670328   8.179328        359         359       N/A       1      1.653737     1.448754
    124,157.57     8.441000   8.950000        358         358       N/A       2      3.000000     1.000000
    256,228.53     9.591000   10.100000       359         359       N/A       1      3.000000     1.000000
  1,107,655.88     7.120077   7.629077        358         358       N/A       2      2.291067     1.000000
    292,578.14     6.481000   6.990000        359         359       N/A       1      3.000000     1.000000
  1,133,465.53     9.021365   9.530365        359         359       N/A       1      3.000000     1.485988
  1,709,054.92     7.774685   8.283685        358         358       N/A       2      2.517110     1.195103
  2,608,740.07     8.347977   8.856977        359         359       N/A       1      2.557479     1.074821
     67,550.08     6.441000   6.950000        359         359       N/A       1      1.500000     1.500000
    204,226.56     9.191000   9.700000        360         360       N/A       0      3.000000     1.000000
    564,919.94     7.858251   8.367251        359         359       N/A       1      1.943506     1.404767
    735,777.24     8.608063   9.117063        359         359       N/A       1      1.954130     1.451187
 11,460,627.63     7.234785   7.743785        324         359        36       1      1.737452     1.446756
  4,024,390.08     7.145583   7.654583        324         359        36       1      1.651375     1.449542
  1,263,387.78     6.309980   6.818980        324         360        36       0      1.700669     1.433110
 36,265,146.64     6.261410   6.770410        324         359        36       1      1.726737     1.437324
    357,748.60     7.491000   8.000000        324         358        36       2      1.500000     1.500000
  1,182,824.98     6.416578   6.925578        324         360        36       0      1.500000     1.500000
  2,059,871.38     6.957179   7.466179        324         360        36       0      1.500000     1.500000
    115,211.95     9.241000   9.750000        324         359        36       1      1.500000     1.500000
    173,240.46     8.741000   9.250000        324         357        36       3      3.000000     1.000000
    190,141.07     7.361000   7.870000        324         357        36       3      1.500000     1.500000
  1,440,149.39     6.241000   6.750000        324         359        36       1      1.500000     1.500000
  1,513,389.26     6.684310   7.193310        324         359        36       1      1.500000     1.500000
    965,354.53     6.630152   7.139152        324         359        36       1      3.000000     1.000000
    409,016.51     6.741000   7.250000        324         360        36       0      3.000000     1.000000
    525,073.54     7.316107   7.825107        324         357        36       3      1.500000     1.500000




                                                                   MONTHS TO     RESET
    PRINCIPAL       GROSS                                           NEXT RATE   FREQUENCY
   BALANCE ($)     MARGIN (%) LIFE CAP (%)     LIFE FLOOR (%)     ADJUSTMENT    (MONTHS)
   -----------    ---------- ------------     --------------     ----------    --------

    237,865.27     8.900000   15.300000          8.900000             5           6
     84,231.37     6.670000   12.550000          5.550000             3           6
     95,634.37     8.060000   14.500000          7.500000             6           6
     47,221.18     5.250000   14.000000          7.000000             4           6
  1,532,649.94     7.034463   15.383469          7.296328            22           6
  1,523,559.74     6.138206   13.936193          6.936193            23           6
  7,988,271.33     6.486394   13.955882          7.017258            23           6
    656,657.42     8.011739   14.696440          8.011739            22           6
    450,706.90     6.375000   13.375000          6.375000            22           6
    223,099.92     6.250000   13.850000          6.850000            23           6
    196,057.50     6.620000   14.000000          7.000000            21           6
  9,465,724.71     8.590137   15.698305          8.792266            23           6
  1,602,707.99     7.832724   14.726275          8.270790            22           6
 16,433,973.86     7.495525   14.904431          8.172007            23           6
  2,428,054.28     8.009342   14.437679          8.173203            23           6
    155,052.33     9.050000   15.300000          9.300000            22           6
    185,620.41     7.750000   13.160000          7.160000            22           6
    584,633.37     8.380819   15.471108          8.471108            22           6
    335,213.26     9.500000   15.500000          9.500000            24           6
    724,849.39     8.430432   15.179328          8.179328            23           6
    124,157.57     8.950000   14.950000          8.950000            22           6
    256,228.53    10.100000   16.100000         10.100000            23           6
  1,107,655.88     7.457289   13.629077          7.457289            22           6
    292,578.14     6.740000   13.990000          6.990000            23           6
  1,133,465.53     9.139440   16.391761          9.530365            23           6
  1,709,054.92     7.978059   15.581951          8.340394            22           6
  2,608,740.07     8.886928   15.028206          8.856977            23           6
     67,550.08     6.950000   13.950000          6.950000            23           6
    204,226.56     9.700000   16.700000          9.700000            24           6
    564,919.94     8.208895   15.176784          8.367251            23           6
    735,777.24     8.689160   16.019437          9.117063            23           6
 11,460,627.63     7.159866   14.637297          7.743785            35           6
  4,024,390.08     6.755500   14.553666          7.654583            35           6
  1,263,387.78     6.144649   13.685201          6.818980            36           6
 36,265,146.64     6.068564   13.658068          6.770410            35           6
    357,748.60     8.000000   15.000000          8.000000            34           6
  1,182,824.98     6.202310   13.925578          6.925578            36           6
  2,059,871.38     6.612120   14.466179          7.466179            36           6
    115,211.95     8.750000   16.750000          9.750000            35           6
    173,240.46     8.250000   16.250000          9.250000            33           6
    190,141.07     7.490000   14.870000          7.870000            33           6
  1,440,149.39     7.128240   13.750000          6.750000            35           6
  1,513,389.26     6.523883   14.193310          7.193310            35           6
    965,354.53     7.139152   13.139152          7.139152            35           6
    409,016.51     7.250000   13.250000          7.250000            36           6
    525,073.54     7.327253   14.825107          7.825107            33           6



                                     S-100





                   ADJUSTED
                     NET       GROSS                   REMAINING   ORIGINAL
                   MORTGAGE   MORTGAGE     REMAINING    TERM TO    INTEREST-           INITIAL    SUBSEQUENT
    PRINCIPAL     RATE (%)    RATE (%)   AMORTIZATION  MATURITY   ONLY TERM   AGE     PERIODIC     PERIODIC
   BALANCE ($)       (2)         (1)     TERM (MONTHS)  (MONTHS)   (MONTHS) (MONTHS)   CAP (%)     CAP (%)
   -----------       ---         ---     -------------  --------  --------- -------   -------     -------

 63,165,075.51     7.925611   8.434611        359         359       N/A       1      1.766561     1.400809
    557,749.79     8.441000   8.950000        360         360       N/A       0      1.500000     1.500000
  5,492,805.60     7.550390   8.059390        359         359       N/A       1      1.937069     1.457809
    825,861.62     7.431599   7.940599        358         358       N/A       2      2.777224     1.500000
 87,206,928.95     7.194498   7.703498        359         359       N/A       1      1.931690     1.387306
    136,338.84     8.391000   8.900000        360         360       N/A       0      1.500000     1.500000
  5,087,917.51     7.646984   8.155984        360         360       N/A       0      1.500000     1.500000
  4,687,612.32     6.689104   7.198104        360         360       N/A       0      1.500000     1.500000
  2,491,756.63     8.317604   8.826604        359         359       N/A       1      1.503070     1.438177
  2,053,347.00     7.310895   7.819895        358         358       N/A       2      2.656086     1.000000
    224,479.73     7.423132   7.932132        358         358       N/A       2      2.000000     1.000000
     57,966.81     8.641000   9.150000        358         358       N/A       2      3.000000     1.000000
  2,280,618.26     7.009711   7.518711        358         358       N/A       2      3.000000     1.000000
  5,472,903.61     6.532141   7.041141        359         359       N/A       1      1.894611     1.439826
    402,537.60     7.116000   7.625000        360         360       N/A       0      1.500000     1.500000
  1,674,214.91     8.423296   8.932296        358         358       N/A       2      2.243156     1.162546
    224,993.19     8.045419   8.554419        358         358       N/A       2      2.000000     1.000000
    195,552.22     6.281000   6.790000        357         357       N/A       3      2.000000     1.000000
    146,393.26     8.116000   8.625000        359         359       N/A       1      1.500000     1.500000
 12,258,523.28     8.156336   8.665336        359         359       N/A       1      1.871779     1.347396
    121,127.48     9.341000   9.850000        360         360       N/A       0      1.500000     1.500000
    916,295.59     8.007149   8.516149        359         359       N/A       1      1.500000     1.500000
     73,165.04     8.841000   9.350000        358         358       N/A       2      1.500000     1.500000
  7,683,385.39     7.853947   8.362947        359         359       N/A       1      1.853580     1.374431
    860,737.06     7.473113   7.982113        358         358       N/A       2      2.779413     1.073529




                                                                   MONTHS TO     RESET
    PRINCIPAL       GROSS                                           NEXT RATE   FREQUENCY
   BALANCE ($)     MARGIN (%) LIFE CAP (%)     LIFE FLOOR (%)     ADJUSTMENT    (MONTHS)
   -----------    ---------- ------------     --------------     ----------    --------

 63,165,075.51     8.040406   15.232929          8.429065            35           6
    557,749.79     8.950000   15.950000          8.950000            36           6
  5,492,805.60     7.407323   14.975007          8.016841            35           6
    825,861.62     7.292082   14.940599          7.514858            34           6
 87,206,928.95     7.234621   14.447264          7.668956            35           6
    136,338.84     8.900000   15.900000          8.900000            36           6
  5,087,917.51     7.098771   15.155984          8.155984            36           6
  4,687,612.32     6.138011   14.198104          7.198104            36           6
  2,491,756.63     7.859050   15.702958          8.826604            35           6
  2,053,347.00     7.576194   13.819895          7.819895            34           6
    224,479.73     7.432132   13.932132          7.932132            34           6
     57,966.81     8.500000   15.150000          9.150000            34           6
  2,280,618.26     7.919747   13.518711          7.518711            34           6
  5,472,903.61     7.999841   13.920793          7.012596            35           6
    402,537.60     8.500000   14.625000          7.625000            36           6
  1,674,214.91     9.178903   15.257389          9.174793            34           6
    224,993.19     8.054419   14.554419          8.554419            34           6
    195,552.22     6.790000   12.790000          6.790000            33           6
    146,393.26     8.850000   15.625000          8.850000            35           6
 12,258,523.28     8.340341   15.360129          8.671017            35           6
    121,127.48     9.850000   16.850000          9.850000            36           6
    916,295.59     8.516149   15.516149          8.516149            35           6
     73,165.04     9.350000   16.350000          9.350000            34           6
  7,683,385.39     8.042817   15.173907          8.249731            35           6
    860,737.06     7.982113   14.129170          7.982113            34           6



                                     S-101


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS AF-1
                                                                           ------------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................         73       61       49      37       24
September 25, 2006...................................................         37       12        0       0        0
September 25, 2007...................................................          6        0        0       0        0
September 25, 2008...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       1.69     1.25     1.01    0.87     0.76
Weighted Average Life (in years)(2)(3)...............................       1.69     1.25     1.01    0.87     0.76


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-102


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS AF-2
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100       45       0        0
September 25, 2007...................................................        100        0        0       0        0
September 25, 2008...................................................         13        0        0       0        0
September 25, 2009...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       3.70     2.58     2.01    1.66     1.43
Weighted Average Life (in years)(2)(3)...............................       3.70     2.58     2.01    1.66     1.43


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-103


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS AF-3
                                                                           ------------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100      81       48
September 25, 2007...................................................        100       91       43       1        0
September 25, 2008...................................................        100       44        4       0        0
September 25, 2009...................................................         70       14        0       0        0
September 25, 2010...................................................         42        0        0       0        0
September 25, 2011...................................................         25        0        0       0        0
September 25, 2012...................................................         17        0        0       0        0
September 25, 2013...................................................          8        0        0       0        0
September 25, 2014...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       6.16     4.02     3.01    2.40     2.02
Weighted Average Life (in years)(2)(3)...............................       6.16     4.02     3.01    2.40     2.02


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-104


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS AF-4
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100       10
September 25, 2008...................................................        100      100      100      35        0
September 25, 2009...................................................        100      100       45       0        0
September 25, 2010...................................................        100       86        2       0        0
September 25, 2011...................................................        100       49        0       0        0
September 25, 2012...................................................        100       36        0       0        0
September 25, 2013...................................................        100       17        0       0        0
September 25, 2014...................................................         94        0        0       0        0
September 25, 2015...................................................         70        0        0       0        0
September 25, 2016...................................................         47        0        0       0        0
September 25, 2017...................................................         25        0        0       0        0
September 25, 2018...................................................          4        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       11.93    7.46     5.02    3.85     2.86
Weighted Average Life (in years)(2)(3)...............................       11.93    7.46     5.02    3.85     2.86


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-105


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS AF-5
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100      100      100     100       78
September 25, 2009...................................................        100      100      100      82        0
September 25, 2010...................................................        100      100      100       0        0
September 25, 2011...................................................        100      100       80       0        0
September 25, 2012...................................................        100      100        0       0        0
September 25, 2013...................................................        100      100        0       0        0
September 25, 2014...................................................        100        0        0       0        0
September 25, 2015...................................................        100        0        0       0        0
September 25, 2016...................................................        100        0        0       0        0
September 25, 2017...................................................        100        0        0       0        0
September 25, 2018...................................................        100        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       14.16     9.83    7.17    5.50     4.39
Weighted Average Life (in years)(2)(3)...............................       19.73    14.84   11.07    8.11     5.86



----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                      S-106


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS AF-6
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................         93       90       89      89       91
September 25, 2009...................................................         87       82       80      78        0
September 25, 2010...................................................         76       71       66       0        0
September 25, 2011...................................................         66       59       52       0        0
September 25, 2012...................................................         45       34        0       0        0
September 25, 2013...................................................         30       19        0       0        0
September 25, 2014...................................................         20        0        0       0        0
September 25, 2015...................................................         14        0        0       0        0
September 25, 2016...................................................          9        0        0       0        0
September 25, 2017...................................................          6        0        0       0        0
September 25, 2018...................................................          4        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.00     7.09     6.26    5.33     4.55
Weighted Average Life (in years)(2)(3)...............................       8.07     7.29     6.82    6.58     6.49


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-107


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MF-1
                                                                            ------------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100      100       84      66       51
September 25, 2009...................................................        100       87       66      49        0
September 25, 2010...................................................        100       73       52       0        0
September 25, 2011...................................................         89       61       41       0        0
September 25, 2012...................................................         78       50        0       0        0
September 25, 2013...................................................         69       42        0       0        0
September 25, 2014...................................................         60        0        0       0        0
September 25, 2015...................................................         53        0        0       0        0
September 25, 2016...................................................         46        0        0       0        0
September 25, 2017...................................................         40        0        0       0        0
September 25, 2018...................................................         34        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................      11.09     7.77     5.87    4.70     4.04
Weighted Average Life (in years)(2)(3)...............................      12.85     9.36     7.21    5.83     5.01


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-108


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MF-2
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100      100       84      66       51
September 25, 2009...................................................        100       87       66      49        0
September 25, 2010...................................................        100       73       52       0        0
September 25, 2011...................................................         89       61       41       0        0
September 25, 2012...................................................         78       50        0       0        0
September 25, 2013...................................................         69       42        0       0        0
September 25, 2014...................................................         60        0        0       0        0
September 25, 2015...................................................         53        0        0       0        0
September 25, 2016...................................................         46        0        0       0        0
September 25, 2017...................................................         40        0        0       0        0
September 25, 2018...................................................         34        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................      11.09     7.77     5.87    4.69     3.99
Weighted Average Life (in years)(2)(3)...............................      12.76     9.26     7.12    5.76     4.91


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-109


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MF-3
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100      100       84      66       51
September 25, 2009...................................................        100       87       66      49        0
September 25, 2010...................................................        100       73       52       0        0
September 25, 2011...................................................         89       61       41       0        0
September 25, 2012...................................................         78       50        0       0        0
September 25, 2013...................................................         69       42        0       0        0
September 25, 2014...................................................         60        0        0       0        0
September 25, 2015...................................................         53        0        0       0        0
September 25, 2016...................................................         46        0        0       0        0
September 25, 2017...................................................         40        0        0       0        0
September 25, 2018...................................................         34        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................      11.09     7.77     5.87    4.69     3.98
Weighted Average Life (in years)(2)(3)...............................      12.65     9.14     7.03    5.67     4.82


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-110


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MF-4
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100      100       84      66       51
September 25, 2009...................................................        100       87       66      49        0
September 25, 2010...................................................        100       73       52       0        0
September 25, 2011...................................................         89       61       41       0        0
September 25, 2012...................................................         78       50        0       0        0
September 25, 2013...................................................         69       42        0       0        0
September 25, 2014...................................................         60        0        0       0        0
September 25, 2015...................................................         53        0        0       0        0
September 25, 2016...................................................         46        0        0       0        0
September 25, 2017...................................................         40        0        0       0        0
September 25, 2018...................................................         34        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................      11.09     7.77     5.87    4.69     3.98
Weighted Average Life (in years)(2)(3)...............................      12.55     9.05     6.96    5.61     4.77


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-111


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MF-5
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100      100       84      66       51
September 25, 2009...................................................        100       87       66      49        0
September 25, 2010...................................................        100       73       52       0        0
September 25, 2011...................................................         89       61       41       0        0
September 25, 2012...................................................         78       50        0       0        0
September 25, 2013...................................................         69       42        0       0        0
September 25, 2014...................................................         60        0        0       0        0
September 25, 2015...................................................         53        0        0       0        0
September 25, 2016...................................................         46        0        0       0        0
September 25, 2017...................................................         40        0        0       0        0
September 25, 2018...................................................         34        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................      11.09     7.77     5.87    4.69     3.96
Weighted Average Life (in years)(2)(3)...............................      12.39     8.91     6.84    5.52     4.68


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-112


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                            CLASS BF
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100      100       84      66       51
September 25, 2009...................................................        100       87       66      49        0
September 25, 2010...................................................        100       73       52       0        0
September 25, 2011...................................................         89       61       41       0        0
September 25, 2012...................................................         78       50        0       0        0
September 25, 2013...................................................         69       42        0       0        0
September 25, 2014...................................................         60        0        0       0        0
September 25, 2015...................................................         53        0        0       0        0
September 25, 2016...................................................         46        0        0       0        0
September 25, 2017...................................................         40        0        0       0        0
September 25, 2018...................................................         34        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................      11.09     7.77     5.87    4.69     3.95
Weighted Average Life (in years)(2)(3)...............................      12.08     8.66     6.64    5.35     4.54


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-113


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                          CLASS 1-AV-1
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................         91       87       83      79       75
September 25, 2006...................................................         79       70       61      53       45
September 25, 2007...................................................         58       41       26      12        2
September 25, 2008...................................................         44       30       21      12        2
September 25, 2009...................................................         35       23       14       8        0
September 25, 2010...................................................         29       17        9       0        0
September 25, 2011...................................................         24       13        6       0        0
September 25, 2012...................................................         20       10        0       0        0
September 25, 2013...................................................         17        7        0       0        0
September 25, 2014...................................................         14        0        0       0        0
September 25, 2015...................................................         11        0        0       0        0
September 25, 2016...................................................          9        0        0       0        0
September 25, 2017...................................................          8        0        0       0        0
September 25, 2018...................................................          6        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       4.94     3.50     2.70    2.14     1.72
Weighted Average Life (in years)(2)(3)...............................       5.18     3.67     2.82    2.23     1.76


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-114


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                          CLASS 2-AV-1
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................         74       62       50      38       25
September 25, 2006...................................................         38       12        0       0        0
September 25, 2007...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       1.58     1.25     1.01    0.87     0.76
Weighted Average Life (in years)(2)(3)...............................       1.58     1.25     1.01    0.87     0.76


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-115


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                          CLASS 2-AV-2
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100       91      76       61
September 25, 2007...................................................         84       53       25       0        0
September 25, 2008...................................................         59       33       15       0        0
September 25, 2009...................................................         42       19        2       0        0
September 25, 2010...................................................         31        8        0       0        0
September 25, 2011...................................................         22        *        0       0        0
September 25, 2012...................................................         14        0        0       0        0
September 25, 2013...................................................          8        0        0       0        0
September 25, 2014...................................................          2        0        0       0        0
September 25, 2015...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       5.18     3.64     2.83    2.23     2.02
Weighted Average Life (in years)(2)(3)...............................       5.18     3.64     2.83    2.23     2.02


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.

*    Indicates a number less than 0.5% but greater than 0.0%.


                                     S-116


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                          CLASS 2-AV-3
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100      95       12
September 25, 2008...................................................        100      100      100      95       12
September 25, 2009...................................................        100      100      100      61        0
September 25, 2010...................................................        100      100       74       0        0
September 25, 2011...................................................        100      100       50       0        0
September 25, 2012...................................................        100       76        0       0        0
September 25, 2013...................................................        100       57        0       0        0
September 25, 2014...................................................        100        0        0       0        0
September 25, 2015...................................................         90        0        0       0        0
September 25, 2016...................................................         74        0        0       0        0
September 25, 2017...................................................         61        0        0       0        0
September 25, 2018...................................................         50        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................      13.12     8.99     6.67    5.14     2.95
Weighted Average Life (in years)(2)(3)...............................      15.11    10.35     7.65    5.85     3.28


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-117


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MV-1
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      56      100
September 25, 2009...................................................         90       58       36      20        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33       16       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       18        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         20        0        0       0        0
September 25, 2018...................................................         16        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.93     6.12     4.75    4.37     4.66
Weighted Average Life (in years)(2)(3)...............................       9.51     6.51     5.03    4.58     5.48


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-118


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MV-2
                                                                           -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      33      100
September 25, 2009...................................................         90       58       36      20        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33       16       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       18        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         20        0        0       0        0
September 25, 2018...................................................         16        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.93     6.12     4.72    4.19     4.40
Weighted Average Life (in years)(2)(3)...............................       9.48     6.49     4.98    4.38     4.54


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-119


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MV-3
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      33       26
September 25, 2009...................................................         90       58       36      20        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33       16       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       18        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         20        0        0       0        0
September 25, 2018...................................................         16        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.93     6.12     4.70    4.09     4.04
Weighted Average Life (in years)(2)(3)...............................       9.45     6.46     4.94    4.26     4.17


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-120


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MV-4
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      33       20
September 25, 2009...................................................         90       58       36      20        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33       16       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       18        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         20        0        0       0        0
September 25, 2018...................................................         16        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.93     6.12     4.69    4.03     3.87
Weighted Average Life (in years)(2)(3)...............................       9.41     6.43     4.91    4.18     3.99


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-121


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MV-5
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      33       20
September 25, 2009...................................................         90       58       36      20        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33       16       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       18        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         20        0        0       0        0
September 25, 2018...................................................         16        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.93     6.12     4.68    3.98     3.75
Weighted Average Life (in years)(2)(3)...............................       9.36     6.39     4.87    4.12     3.85


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-122


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MV-6
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      33       20
September 25, 2009...................................................         90       58       36      20        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33       16       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       18        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         20        0        0       0        0
September 25, 2018...................................................         16        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.93     6.12     4.68    3.94     3.67
Weighted Average Life (in years)(2)(3)...............................       9.28     6.34     4.83    4.05     3.74


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-123


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MV-7
                                                                            -----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      33       20
September 25, 2009...................................................         90       58       36      20        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33       16       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       18        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         20        0        0       0        0
September 25, 2018...................................................         16        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.93     6.12     4.66    3.93     3.60
Weighted Average Life (in years)(2)(3)...............................       9.19     6.27     4.76    3.99     3.65


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-124


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                           CLASS MV-8
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      33       20
September 25, 2009...................................................         90       58       36      20        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33       16       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       18        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         20        0        0       0        0
September 25, 2018...................................................         16        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................      8.93     6.12     4.66    3.90     3.54
Weighted Average Life (in years)(2)(3)...............................      9.06     6.18     4.69    3.91     3.55


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-125


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                            CLASS BV
                                                                            ----------------------------------------
DISTRIBUTION DATE                                                            50%      75%     100%    125%     150%
-----------------                                                            ---      ---     ----    ----     ----

Initial Percentage...................................................        100%     100%     100%    100%     100%
September 25, 2005...................................................        100      100      100     100      100
September 25, 2006...................................................        100      100      100     100      100
September 25, 2007...................................................        100      100      100     100      100
September 25, 2008...................................................        100       78       53      33       17
September 25, 2009...................................................         90       58       36      16        0
September 25, 2010...................................................         75       44       24       0        0
September 25, 2011...................................................         62       33        4       0        0
September 25, 2012...................................................         52       25        0       0        0
September 25, 2013...................................................         43       12        0       0        0
September 25, 2014...................................................         35        0        0       0        0
September 25, 2015...................................................         29        0        0       0        0
September 25, 2016...................................................         24        0        0       0        0
September 25, 2017...................................................         15        0        0       0        0
September 25, 2018...................................................          3        0        0       0        0
September 25, 2019...................................................          0        0        0       0        0


Weighted Average Life (in years)(2)..................................       8.82     6.02     4.57    3.82     3.44
Weighted Average Life (in years)(2)(3)...............................       8.83     6.02     4.57    3.82     3.44


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-126


              PERCENT OF THE INITIAL CERTIFICATE PRINCIPAL BALANCE
            AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL(1)



                                                                                             CLASS A-R
                                                                           ---------------------------------------------
DISTRIBUTION DATE                                                           50%       75%       100%      125%     150%
-----------------                                                           ---       ---       ----      ----     ----

Initial Percentage...................................................       100%      100%      100%      100%      100%
November 25, 2004....................................................         0         0         0         0         0
November 25, 2005....................................................         0         0         0         0         0
November 25, 2006....................................................         0         0         0         0         0
November 25, 2007....................................................         0         0         0         0         0
November 25, 2008....................................................         0         0         0         0         0
November 25, 2009....................................................         0         0         0         0         0
November 25, 2010....................................................         0         0         0         0         0
November 25, 2011....................................................         0         0         0         0         0
November 25, 2012....................................................         0         0         0         0         0
November 25, 2013....................................................         0         0         0         0         0
November 25, 2014....................................................         0         0         0         0         0
November 25, 2015....................................................         0         0         0         0         0
November 25, 2016....................................................         0         0         0         0         0
November 25, 2017....................................................         0         0         0         0         0
November 25, 2018....................................................         0         0         0         0         0
November 25, 2019....................................................         0         0         0         0         0
November 25, 2020....................................................         0         0         0         0         0
November 25, 2021....................................................         0         0         0         0         0
November 25, 2022....................................................         0         0         0         0         0
November 25, 2023....................................................         0         0         0         0         0
November 25, 2024....................................................         0         0         0         0         0
November 25, 2025....................................................         0         0         0         0         0
November 25, 2026....................................................         0         0         0         0         0
November 25, 2027....................................................         0         0         0         0         0
November 25, 2028....................................................         0         0         0         0         0
November 25, 2029....................................................         0         0         0         0         0
November 25, 2030....................................................         0         0         0         0         0
November 25, 2031....................................................         0         0         0         0         0
November 25, 2032....................................................         0         0         0         0         0
November 25, 2033....................................................         0         0         0         0         0
November 25, 2034....................................................         0         0         0         0         0

Weighted Average Life (in years)(2)..................................      0.08      0.08      0.08      0.08        0.08
Weighted Average Life (in years)(2)(3)...............................      0.08      0.08      0.08      0.08        0.08


----------
(1)  All numbers are rounded to the nearest whole percentage.

(2)  The weighted average life of each Certificate is determined by:

     (a)  multiplying the amount of each principal payment by the number of
          years from the date of issuance to the related Distribution Date,

     (b)  adding the results, and

     (c)  dividing the sum by the initial respective Certificate Principal
          Balance for such class of Certificates.

(3)  To maturity.


                                     S-127


ADDITIONAL INFORMATION

     The Depositor has filed and in the future may file certain additional yield
tables and other computational materials with respect to the Offered
Certificates with the Securities and Exchange Commission in a report on Form
8-K. Such tables and materials were prepared by one or more of the Underwriters
at the request of certain prospective investors, based on assumptions provided
by, and satisfying the special requirements of, such prospective investors. Such
tables and assumptions may be based on assumptions that differ from the Modeling
Assumptions. Accordingly, such tables and other materials may not be relevant to
or appropriate for investors other than those specifically requesting them.

                                 USE OF PROCEEDS

     The Depositor will apply the net proceeds of the sale of the of the Offered
Certificates and the Class 1-AV-1 Certificates against the purchase price of the
Initial Mortgage Loans on the Closing Date and the Subsequent Mortgage Loans
during the Funding Period.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     For federal income tax purposes, the Trust Fund (exclusive of the Corridor
Contracts, the Credit Comeback Excess Account and the Carryover Reserve Fund and
the Pre-Funding Account) will consist of one or more REMICs in a tiered
structure. The highest REMIC will be referred to as the "MASTER REMIC," and each
REMIC below the Master REMIC (if any) will be referred to as an "UNDERLYING
REMIC." Each underlying REMIC (if any) will issue multiple classes of
uncertificated, regular interests (the "UNDERLYING REMIC REGULAR INTERESTS")
that will be held by another REMIC above it in the tiered structure. The assets
of the lowest underlying REMICs (or the Master REMIC if there are no underlying
REMICs) will consist of the Mortgage Loans and any other assets designated in
the Pooling and Servicing Agreement. The Master REMIC will issue the Senior
Certificates and the Subordinate Certificates (together, excluding the Class A-R
Certificate, the "REGULAR CERTIFICATES") which will be designated as the regular
interests in the Master REMIC. The Class A-R Certificates (also, the "RESIDUAL
CERTIFICATES") will represent the beneficial ownership of the residual interest
in each underlying REMIC (if any) and the residual interest in the Master REMIC.
The assets of the Master REMIC will consist of the underlying REMIC Regular
Interests (or, if there are no underlying REMICs, the Mortgage Loans and any
other assets designated in the Pooling and Servicing Agreement). Aggregate
distributions on the underlying REMIC Regular Interests held by the Master REMIC
(if any) will equal the aggregate distributions on the Regular Certificates
issued by the Master REMIC.

     All classes of the Regular Certificates will be treated as representing
interests in REMIC regular interests (the "REMIC REGULAR INTEREST COMPONENT")
and entitlement to receive payments of Net Rate Carryover (the "NET RATE
CARRYOVER COMPONENT"). Holders of the Regular Certificates must allocate the
purchase price for their Regular Certificates between the REMIC Regular Interest
Component and the Net Rate Carryover Component.

     Upon the issuance of the Certificates, Sidley Austin Brown & Wood LLP ("TAX
COUNSEL"), will deliver its opinion concluding, assuming compliance with the
Pooling and Servicing Agreement, for federal income tax purposes, that each
REMIC created under the Pooling and Servicing Agreement will qualify as a REMIC
within the meaning of Section 860D of the Code and that the Regular Certificates
will represent regular interests in a REMIC. Moreover, Tax Counsel will deliver
an opinion concluding that the interests of the holders of the Regular
Certificates with respect to Net Rate Carryover will represent, for federal
income tax purposes, contractual rights coupled with regular interests within
the meaning of Treasury regulations ss.1.860G-2(i).

TAXATION OF THE REMIC REGULAR INTEREST COMPONENTS OF THE REGULAR CERTIFICATES

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


                                     S-128


     The REMIC Regular Interest Component of some of the Regular Certificates
may be considered to have been issued with original issue discount ("OID"). For
purposes of determining the amount and rate of accrual of OID and market
discount, the trust fund intends to assume that there will be prepayments on the
Mortgage Loans at a rate equal to 100% of the Prepayment Model. No
representation is made regarding whether the Mortgage Loans will prepay at the
foregoing rate or at any other rate. Computing accruals of OID in the manner
described in the prospectus may (depending on the actual rate of prepayments
during the accrual period) result in the accrual of negative amounts of OID on
the certificates issued with OID in an accrual period. Holders will be entitled
to offset negative accruals of OID only against future OID accrual on their
certificates. See "Material Federal Income Tax Consequences -- Taxation of Debt
Securities" in the prospectus.

     If the holders of any Regular Certificates are treated as holding their
REMIC Regular Interest Components at a premium, the holders are encouraged to
consult their tax advisors regarding the election to amortize bond premium and
the method to be employed. See "Material Federal Income Tax Consequences --
Taxation of Debt Securities" in the prospectus.

TAXATION OF THE NET RATE CARRYOVER COMPONENTS OF THE REGULAR CERTIFICATES

In General

     The following discussions assume that the rights and obligations of the
holders of the Regular Certificates and Class CF and Class CV Certificates with
respect to Net Rate Carryover will be treated as rights and obligations under a
notional principal contract rather than as a partnership for federal income tax
purposes. If these rights and obligations were treated as representing an entity
taxable as a partnership for federal income tax purposes, then there could be
different tax timing consequences to all such Certificateholders and different
withholding tax consequences on payments to Certificateholders who are non-U.S.
Persons. Prospective investors in the Regular Certificates should consult their
tax advisors regarding their appropriate tax treatment.

The Rights of the Regular Certificates With Respect to Net Rate Carryover

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

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

     Any payments received by a holder of a Regular Certficate as Net Rate
Carryover will be treated as periodic payments received under a notional
principal contract. For any taxable year, to the extent the sum of the periodic
payments received exceeds the amortization of the purchase price of the Net Rate
Carryover Component, such excess will be ordinary income. Conversely, to the
extent the amortization of the purchase price exceeds the


                                     S-129


periodic payments, such excess will be allowable as an ordinary deduction. In
the case of an individual, such deduction will be subject to the 2-percent floor
imposed on miscellaneous itemized deductions under section 67 of the Code and
may be subject to the overall limitation on itemized deductions imposed under
section 68 of the Code. In addition, miscellaneous itemized deductions are not
allowed for purposes of computing the alternative minimum tax.

DISPOSITIONS OF REGULAR CERTIFICATES

     Upon the sale, exchange, or other disposition of a Regular Certificate, the
Regular Certificateholder must allocate the amount realized between the REMIC
Regular Interest Component and the Net Rate Carryover Component based on the
relative fair market values of those components at the time of sale. Assuming
that the Regular Certificates are held as "capital assets" within the meaning of
Section 1221 of the Code, any gain or loss on the disposition of the Net Rate
Carryover Component should result in capital gain or loss and any gain or loss
on the disposition of the REMIC Regular Interest Component should result in
capital gain or loss. Gain with respect to the REMIC Regular Interest Component,
however, will be treated as ordinary income, to the extent it does not exceed
the excess (if any) of:

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

               over

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

TAX TREATMENT FOR CERTAIN PURPOSES

     As described more fully under "Material Federal Income Tax Consequences--
Taxation of the REMIC and Its Holders" in the prospectus, the REMIC Regular
Interest Components of the Regular Certificates will represent "real estate
assets" under Section 856(c)(5)(B) of the Code and qualifying assets under
Section 7701(a)(19)(C) of the Code in the same proportion or greater that the
assets of the Trust Fund will be so treated, and income on the REMIC Regular
Interest Components of the Regular Certificates will represent "interest on
obligations secured by mortgages on real property or on interests in real
property" under Section 856(c) (3) (B) of the Code in the same proportion or
greater that the income on the assets of the Trust Fund will be so treated. The
Net Rate Carryover Component of the Regular Certficates will not qualify as
assets described in Section 7701(a)(19)(C) of the Code or as real estate assets
under Section 856(c)(5)(B) of the Code. In addition, because of the Net Rate
Carryover Components, holders of the Regular Certificates should consult with
their tax advisors before resecuritizing those Certificates in a REMIC.

INTEGRATION

     Under certain specific conditions, debt instruments and interests in
notional principal contracts may be integrated, for federal income tax purposes,
into a single "synthetic" debt instrument. Regular Certificateholders should
consult their tax advisors concerning the possibility and consequences of
integrating their interests in the REMIC Regular Interest Components and their
positions with respect to Net Rate Carryover.

THE CARRYOVER RESERVE FUND

     The Class CF and Class CV Certificateholders will be taxable on the
earnings of the Carryover Reserve Fund whether those earnings are distributed
directly to the Class CF and Class CV Certificateholders or paid to the Regular
Certificateholders and taxable to such certificateholders as part of Net Rate
Carryover.


                                     S-130


RESIDUAL CERTIFICATES

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

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

     The Treasury Department has issued final regulations, effective May 11,
2004, which address the federal income tax treatment of "inducement fees"
received by transferees of noneconomic REMIC residual interests. The final
regulations require inducement fees to be included in income over a period
reasonably related to the period in which the related REMIC residual interest is
expected to generate taxable income or net loss allocable to the holder. The
final regulations provide two safe harbor methods which permit transferees to
include inducement fees in income either (i) in the same amounts and over the
same period that the taxpayer uses for financial reporting purposes, provided
that such period is not shorter than the period the REMIC is expected to
generate taxable income or (ii) ratably over the remaining anticipated weighted
average life of all the regular and residual interests issued by the REMIC,
determined based on actual distributions projected as remaining to be made on
such interests under the prepayment assumption. If the holder of a REMIC
residual interest sells or otherwise disposes of the Residual Certificate, any
unrecognized portion of the inducement fee must be taken into account at the
time of the sale or disposition. The final regulations also provide that an
inducement fee shall be treated as income from sources within the United States.
In addition, the IRS has issued administrative guidance addressing the
procedures by which transferees of noneconomic REMIC residual interests may
obtain automatic consent from the IRS to change the method of accounting for
REMIC inducement fee income to one of the safe harbor methods provided in these
final regulations (including a change from one safe harbor method to the other
safe harbor method). Prospective purchasers of the REMIC residual certificates
should consult with their tax advisors regarding the effect of these final
regulations and the related guidance regarding the procedures for obtaining
automatic consent to change the method of accounting.

     Purchasers of a Residual Certificate (that is, one of the Class A-R
Certificates) are encouraged to consider carefully the tax consequences of an
investment in Residual Certificates discussed in the prospectus and consult
their own tax advisors with respect to those consequences. See "Material Federal
Income Tax Consequences -- Taxation of Holders of Residual Interest Securities"
in the prospectus. In particular, prospective holders of Residual Certificates
should consult their tax advisors regarding whether, at the time of acquisition,
a Residual Certificate will be treated as a "noneconomic" residual interest, as
a "tax avoidance potential" residual interest, or as both. Among other things,
holders of Noneconomic Residual Certificates should be aware of REMIC
regulations that may affect their ability to transfer their Residual
Certificates. See "Material Federal Income Tax Consequences -- Taxation of
Holders of Residual Interest Securities -- Restrictions on Ownership and
Transfer of Residual Interest Securities," and "Material Federal Income Tax
Consequences -- Tax Treatment of Foreign Investors" in the prospectus.

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

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


                                     S-131


                                   OTHER TAXES

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

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

                              ERISA CONSIDERATIONS

     Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), prohibits "PARTIES IN INTEREST" with respect to an employee
benefit plan or other arrangement subject to ERISA from engaging in certain
transactions involving such plan and its assets unless a statutory, regulatory
or administrative exemption applies to the transaction. Section 4975 of the Code
imposes certain excise taxes on prohibited transactions involving "DISQUALIFIED
PERSONS" and employee benefit plans or other arrangements (including, but not
limited to, individual retirement accounts) described under that Section
(collectively with employee benefit plans subject to ERISA, "PLANS"); ERISA
authorizes the imposition of civil penalties for prohibited transactions
involving Plans not covered under Section 4975 of the Code. Any Plan fiduciary
which proposes to cause a Plan to acquire the Offered Certificates (directly or
indirectly through investment by an entity or account holding assets of the
Plan) should consult with its counsel with respect to the potential consequences
under ERISA and the Code of the Plan's acquisition and ownership of such
Certificates. See "ERISA Considerations" in the prospectus.

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

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

     The U.S. Department of Labor has granted to each of the underwriters
substantially identical administrative exemptions (collectively, 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 Plans of securities,
including certificates, issued by entities that hold investment pools consisting
of certain receivables, loans and other obligations and the servicing, operation
and management of such entities, provided that the conditions and requirements
of the Exemption, including the requirement that an investing Plan be an
"accredited investor" as defined in Rule 501(a)(1) of Regulation D under the
Securities Act of 1933, as amended, are met. The Exemption extends exemptive
relief to certificates, including subordinate certificates, rated in the four
highest generic rating categories in certain designated transactions when the
conditions of the Exemptions are met.

     The Exemption provides exemptive relief to certain mortgage-backed and
asset-backed securities transactions using a pre-funding account. Mortgage loans
or other secured receivables supporting payments to certificateholders, and
having a value equal to no more than twenty-five percent (25%) of the total
principal amount of the certificates being offered by the entity, may be
transferred to the entity within a 90-day or three-month period following the
closing date, instead of being required to be either identified or transferred
on or before the closing date. The relief is available when the pre-funding
arrangements satisfy certain conditions.

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

                                     S-132



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

     The rating of a Certificate may change. If a class of Certificates no
longer has a rating of at least BBB- or its equivalent from at least one Rating
Agency, Certificates of that class will no longer be eligible for relief under
the Exemption (although a Plan that had purchased the security when it had a
permitted rating would not be required by the Exemption to dispose of it). An
Offered Certificate that satisfies the requirements of the Exemption other than
the rating requirement may be eligible for purchase by an insurance company
general account that includes plan assets in reliance on Sections I and III of
Prohibited Transaction Class Exemption 95-60.

     BECAUSE THE CLASS A-R CERTIFICATES ARE NOT BEING PURCHASED BY AN
UNDERWRITER TO WHOM AN EXEMPTION SIMILAR TO THE EXEMPTION HAS BEEN GRANTED, THAT
CLASS OF CERTIFICATES DOES NOT CURRENTLY MEET THE REQUIREMENTS OF THE EXEMPTION
OR ANY COMPARABLE INDIVIDUAL ADMINISTRATIVE EXEMPTION GRANTED TO ANY
UNDERWRITER. CONSEQUENTLY, THE CLASS A-R CERTIFICATES MAY BE TRANSFERRED ONLY IF
THE TRUSTEE RECEIVES:

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

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

     IF THE REPRESENTATION IS NOT TRUE, OR ANY ATTEMPT TO TRANSFER TO A PLAN OR
A PERSON ACTING ON BEHALF OF A PLAN OR USING THE PLAN'S ASSETS IS INITIATED
WITHOUT THE REQUIRED OPINION OF COUNSEL, THE ATTEMPTED TRANSFER OR ACQUISITION
SHALL BE VOID.

     Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA and the Code, the effect of the Plan Assets
Regulation, the applicability of 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
general 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.

                             METHOD OF DISTRIBUTION

     Subject to the terms and conditions set forth in the Underwriting Agreement
among the Depositor, Countrywide Securities Corporation (an affiliate of the
Depositor, the Sellers and the Master Servicer), Citigroup Global Markets Inc.
and Deutsche Bank Securities, Inc. (collectively, the "UNDERWRITERS"), the
Depositor has agreed to sell the Offered Certificates (other than the Class A-R
Certificates) (the "UNDERWRITTEN CERTIFICATES") to the Underwriters, and each
Underwriter has severally agreed to purchase from the Depositor the initial
Certificate Principal Balance of each class of the Underwritten Certificates
from the Depositor set forth under its name below. It is expected that the
proceeds to the Depositor from the sale of the Underwritten Certificates will be
approximately $1,169,088,923.67, before deducting issuance expenses payable by
the Depositor, estimated to be approximately $850,000.


                                     S-133




                             COUNTRYWIDE
                              SECURITIES        CITIGROUP GLOBAL       DEUTSCHE BANK
CLASS                        CORPORATION          MARKETS INC.        SECURITIES INC.
-----                        -----------          ------------        ---------------

Class AF-1..........       $78,608,700.00        $4,367,150.00         $4,367,150.00
Class AF-2..........       $18,018,000.00        $1,001,000.00         $1,001,000.00
Class AF-3..........       $53,096,400.00        $2,949,800.00         $2,949,800.00
Class AF-4..........       $22,041,900.00        $1,224,550.00         $1,224,550.00
Class AF-5..........       $30,465,000.00        $1,692,500.00         $1,692,500.00
Class AF-6..........       $27,000,000.00        $1,500,000.00         $1,500,000.00
Class MF-1..........       $13,500,000.00          $750,000.00           $750,000.00
Class MF-2..........       $10,530,000.00          $585,000.00           $585,000.00
Class MF-3..........        $2,700,000.00          $150,000.00           $150,000.00
Class MF-4..........        $2,700,000.00          $150,000.00           $150,000.00
Class MF-5..........        $2,700,000.00          $150,000.00           $150,000.00
Class BF............        $2,700,000.00          $150,000.00           $150,000.00
Class 1-AV-1........      $475,310,000.00                   $0                    $0
Class 2-AV-1........       $79,985,700.00        $4,443,650.00         $4,443,650.00
Class 2-AV-2........      $126,176,400.00        $7,009,800.00         $7,009,800.00
Class 2-AV-3........       $29,853,900.00        $1,658,550.00         $1,658,550.00
Class MV-1..........       $25,920,000.00        $1,440,000.00         $1,440,000.00
Class MV-2..........       $24,300,000.00        $1,350,000.00         $1,350,000.00
Class MV-3..........       $16,200,000.00          $900,000.00           $900,000.00
Class MV-4..........       $12,150,000.00          $675,000.00           $675,000.00
Class MV-5..........       $12,960,000.00          $720,000.00           $720,000.00
Class MV-6..........       $10,530,000.00          $585,000.00           $585,000.00
Class MV-7..........        $8,910,000.00          $495,000.00           $495,000.00
Class MV-8..........        $8,100,000.00          $450,000.00           $450,000.00
Class BV............        $8,100,000.00          $450,000.00           $450,000.00
                        -----------------       --------------        --------------
         Total......    $1,102,556,000.00       $34,847,000.00        $34,847,000.00


     The Depositor has been advised that the Underwriters propose initially to
offer the Underwritten Certificates to certain dealers at the prices set forth
on the cover page less a selling concession not to exceed the percentage of the
Certificate denomination set forth below, and that the Underwriters may allow,
and such dealers may reallow, a reallowance discount not to exceed the
percentage of the Certificate denomination set forth below:


                                     S-134




                                                  SELLING             REALLOWANCE
CLASS                                            CONCESSION            DISCOUNT
-----                                            ----------            --------

Class AF-1................................        0.0313%               0.0156%
Class AF-2................................        0.0625%               0.0313%
Class AF-3................................        0.0938%               0.0469%
Class AF-4................................        0.1875%               0.0938%
Class AF-5................................        0.3070%               0.1535%
Class AF-6................................        0.2500%               0.1250%
Class MF-1................................        0.3750%               0.1875%
Class MF-2................................        0.4375%               0.2188%
Class MF-3................................        0.5000%               0.2500%
Class MF-4................................        0.5625%               0.2813%
Class MF-5................................        0.6250%               0.3125%
Class BF..................................        0.7500%               0.3750%
Class 1-AV-1..............................        0.0895%               0.0448%
Class 2-AV-1..............................        0.0625%               0.0313%
Class 2-AV-2..............................        0.0938%               0.0469%
Class 2-AV-3..............................        0.0938%               0.0469%
Class MV-1................................        0.0938%               0.0469%
Class MV-2................................        0.3750%               0.1875%
Class MV-3................................        0.4375%               0.2188%
Class MV-4................................        0.5000%               0.2500%
Class MV-5................................        0.5625%               0.2813%
Class MV-6................................        0.6250%               0.3125%
Class MV-7................................        0.6250%               0.3125%
Class MV-8................................        0.6250%               0.3125%
Class BV..................................        0.7500%               0.3750%


     After the initial public offering, the public offering prices, such
concessions and such discounts may be changed.

     The Depositor has been advised by each Underwriter that it intends to make
a market in the Underwritten Certificates purchased by it, but no Underwriter
has any obligation to do so. There can be no assurance that a secondary market
for the Underwritten Certificates (or any particular class thereof) will develop
or, if it does develop, that it will continue or that such market will provide
sufficient liquidity to Certificateholders.

     Until the distribution of the Underwritten Certificates is completed, the
rules of the Securities and Exchange Commission may limit the ability of the
Underwriters and certain selling group members to bid for and purchase the
Underwritten Certificates. As an exception to these rules, the Underwriters are
permitted to engage in certain transactions that stabilize the price of the
Underwritten Certificates. Such transactions consist of bids or purchases for
the purpose of pegging, fixing or maintaining the price of the Underwritten
Certificates.

     In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.

     Neither the Depositor nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Underwritten
Certificates. In addition, neither the Depositor nor any of the Underwriters
makes any representation that the Underwriters will engage in such transactions
or that such transactions, once commenced, will not be discontinued without
notice.

     The Depositor has agreed to indemnify the Underwriters against, or make
contributions to the Underwriters with respect to, certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
"SECURITIES ACT").


                                     S-135


     The Class A-R Certificates will not be purchased by the Underwriters but
will be transferred to Countrywide Home Loans on the Closing Date as partial
consideration for the sale of the Mortgage Loans to the Depositor. The Class A-R
Certificates may be offered by the Depositor from time to time directly or
through underwriters or agents (either of which may include Countrywide
Securities Corporation) in one or more negotiated transactions, or otherwise, at
varying prices to be determined at the time of sale, in one or more separate
transactions at prices to be negotiated at the time of each sale. Any
underwriters or agents that participate in the distribution of the Class A-R
Certificates may be deemed to be "underwriters" within the meaning or the
Securities Act and any profit on the sale of the certificates by them and any
discounts, commissions, concessions or other compensation received by any of
them may be deemed to be underwriting discounts and commissions under the
Securities Act.

                                  LEGAL MATTERS

     The validity of the Certificates, including certain federal income tax
consequences with respect thereto, will be passed upon for the Depositor by
Sidley Austin Brown & Wood LLP, New York, New York. Certain legal matters will
passed upon for the Underwriters by McKee Nelson LLP.

                                     EXPERTS

     The consolidated balance sheets of XLCA as of December 31, 2003 and
December 31, 2002 and the related consolidated statements of operations and
comprehensive income, changes in shareholder's equity, and cash flows for each
of the three years in the period ended December 31, 2003, incorporated by
reference in this prospectus supplement, have been incorporated in this
prospectus supplement in reliance on the report of PricewaterhouseCoopers LLP,
independent registered public accounting firm, given on the authority of that
firm as experts in accounting and auditing.

     The balance sheets of XLFA as of December 31, 2003 and December 31, 2002
and the related statements of operations and comprehensive income, changes in
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2003, incorporated by reference in this prospectus
supplement, have been incorporated in this prospectus supplement in reliance on
the report of PricewaterhouseCoopers, independent registered public accounting
firm, given on the authority of that firm as experts in accounting and auditing.


                                     S-136


                                     RATINGS

     It is a condition of the issuance of the Offered Certificates that each
class of Certificates set forth below be assigned the ratings at least as high
as those designated below by Moody's Investors Service, Inc. ("MOODY'S") and
Standard & Poor's, a division of The McGraw-Hill Companies, Inc.("S&P") and
together with Moody's, the "RATING AGENCIES").



                                MOODY'S               S&P
              CLASS              RATING             RATING
              -----              ------             ------

              AF-1                Aaa                 AAA
              AF-2                Aaa                 AAA
              AF-3                Aaa                 AAA
              AF-4                Aaa                 AAA
              AF-5                Aaa                 AAA
              AF-6                Aaa                 AAA
              A-R                 Aaa                 AAA
              MF-1                Aa2                 AA+
              MF-2                 A2                 AA+
              MF-3                 A3                 AA+
              MF-4                Baa1                AA+
              MF-5                Baa2                AA+
              BF                  Baa3                AA
              1-AV-1              Aaa                 AAA
              2-AV-1              Aaa                 AAA
              2-AV-2              Aaa                 AAA
              2-AV-3              Aaa                 AAA
              MV-1                Aa1                 AA+
              MV-2                Aa2                 AA+
              MV-3                Aa3                 AA+
              MV-4                 A1                 AA+
              MV-5                 A2                 AA+
              MV-6                 A3                 AA+
              MV-7                Baa1                AA
              MV-8                Baa2                AA
              BV                  Baa3                AA-


     The ratings assigned to the Class A-R Certificates only address the return
of its Certificate Principal Balance. The ratings assigned to the Class 1-AV-1
Certificates are without regard to the Class 1-AV-1 Policy.

     The security ratings assigned to the Offered Certificates should be
evaluated independently from similar ratings on other types of securities. A
security rating is not a recommendation to buy, sell or hold securities and may
be subject to revision or withdrawal at any time by the Rating Agencies. The
ratings on the Offered Certificates do not, however, constitute statements
regarding the likelihood or frequency of prepayments on the Mortgage Loans, the
payment of the Net Rate Carryover or the anticipated yields in light of
prepayments.

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


                                     S-137


                             INDEX OF DEFINED TERMS

2/28 Interest-Only Loan....................................................S-22
2001 Act..................................................................S-131
2003 Act..................................................................S-131
3/27 Interest-Only Loan....................................................S-22
Accrual Period.............................................................S-43
Adjustable Rate Cumulative Loss Trigger Event..............................S-65
Adjustable Rate Delinquency Trigger Event..................................S-65
Adjustable Rate Loan Group Excess Cashflow.................................S-69
Adjustable Rate Mortgage Loans.............................................S-20
Adjustable Rate OC Floor...................................................S-64
Adjustable Rate Overcollateralization Deficiency Amount....................S-64
Adjustable Rate Overcollateralization Target Amount........................S-64
Adjustable Rate Overcollateralized Amount..................................S-65
Adjustable Rate Prepayment Vector..........................................S-93
Adjustable Rate Senior Enhancement Percentage..............................S-65
Adjustable Rate Stepdown Date..............................................S-65
Adjustable Rate Subordinate Certificates...................................S-37
Adjustable Rate Subordinate Corridor Contract..............................S-72
Adjustable Rate Subordinate Corridor Contract Ceiling Rate ................S-76
Adjustable Rate Subordinate Corridor Contract Notional Balance ............S-76
Adjustable Rate Subordinate Corridor Contract Strike Rate..................S-76
Adjustable Rate Subordinate Corridor Contract Termination Date ............S-77
Adjustable Rate Trigger Event..............................................S-65
Adjusted Net Mortgage Rate.................................................S-46
Adjustment Date............................................................S-21
Advance....................................................................S-36
Applied Realized Loss Amount...............................................S-79
ARPV.......................................................................S-93
Avoided Payment............................................................S-80
Bankruptcy Rate............................................................S-35
beneficial owner...........................................................S-38
Book-Entry Certificates....................................................S-38
Business Day...............................................................S-43
Carryover Reserve Fund.....................................................S-78
Certificate Account........................................................S-38
Certificate Owners.........................................................S-38
Certificate Principal Balance..............................................S-37
Certificates...............................................................S-37
Class 1-AV Principal Distribution Target Amount............................S-56
Class 1-AV-1 Certificate Deficiency Amount.................................S-81
Class 1-AV-1 Corridor Contract Ceiling Rate................................S-74
Class 1-AV-1 Corridor Contract Notional Balance............................S-74
Class 1-AV-1 Corridor Contract Strike Rate.................................S-74
Class 1-AV-1 Corridor Contract Termination Date............................S-77
Class 1-AV-1 Final Scheduled Distribution Date.............................S-81
Class 1-AV-1 Policy........................................................S-79
Class 1-AV-1 Policy Premium Rate...........................................S-47
Class 1-AV-1 Principal Distribution Amount.................................S-55
Class 1-AV-1 Principal Loss Amount.........................................S-81
Class 1-AV-1 Reimbursement Amount..........................................S-81
Class 1-AV-1 Scheduled Payment.............................................S-81
Class 2-AV Certificates....................................................S-37
Class 2-AV Corridor Contract...............................................S-72
Class 2-AV Corridor Contract Ceiling Rate..................................S-75
Class 2-AV Corridor Contract Notional Balance..............................S-75
Class 2-AV Corridor Contract Strike Rate...................................S-75
Class 2-AV Corridor Contract Termination Date..............................S-77
Class 2-AV Principal Distribution Amount...................................S-56
Class 2-AV Principal Distribution Target Amount............................S-56
Class AF Certificates......................................................S-37
Class AF-1 Acceleration Amount.............................................S-71
Class AF-1 Acceleration Event..............................................S-71
Class AF-1 Corridor Contract...............................................S-72
Class AF-1 Corridor Contract Ceiling Rate..................................S-73
Class AF-1 Corridor Contract Notional Balance..............................S-73
Class AF-1 Corridor Contract Strike Rate...................................S-73
Class AF-1 Corridor Contract Termination Date..............................S-77
Class AF-1 Target Balance..................................................S-72
Class AV  Certificates.....................................................S-37
Class BF Principal Distribution Amount.....................................S-55
Class BV Principal Distribution Amount.....................................S-61
Class MF-1 Principal Distribution Amount...................................S-52
Class MF-2 Principal Distribution Amount...................................S-52
Class MF-3 Principal Distribution Amount...................................S-53
Class MF-4 Principal Distribution Amount...................................S-53
Class MF-5 Principal Distribution Amount...................................S-54
Class MV-1 Principal Distribution Amount...................................S-56
Class MV-2 Principal Distribution Amount...................................S-56
Class MV-3 Principal Distribution Amount...................................S-57
Class MV-4 Principal Distribution Amount...................................S-57


                                     S-138


Class MV-5 Principal Distribution Amount...................................S-58
Class MV-6 Principal Distribution Amount...................................S-59
Class MV-7 Principal Distribution Amount...................................S-60
Class MV-8 Principal Distribution Amount...................................S-60
Code...............................................................S-128, S-130
Collateral Value...........................................................S-22
Compensating Interest......................................................S-36
Corridor Contract..........................................................S-72
Corridor Contract Ceiling Rate.............................................S-77
Corridor Contract Counterparty.............................................S-72
Corridor Contract Notional Balance.........................................S-77
Corridor Contract Strike Rate..............................................S-77
Corridor Contract Termination Date.........................................S-77
Corridor Contracts.........................................................S-72
Co-Trustee.................................................................S-23
Countrywide Financial......................................................S-33
Countrywide Home Loans...............................................S-21, S-33
Countrywide Servicing......................................................S-32
CPR........................................................................S-93
Credit Bureau Risk Score...................................................S-21
Credit Comeback Excess Account.......................................S-22, S-79
Credit Comeback Excess Amount..............................................S-22
Credit Comeback Excess Cashflow............................................S-67
credit comeback loans......................................................S-22
Current Interest...........................................................S-46
Cut-off Date...............................................................S-23
debt-to-income ratio.......................................................S-28
Definitive Certificate.....................................................S-38
Delay Delivery Mortgage Loans..............................................S-90
Deleted Mortgage Loan......................................................S-25
Depositor..................................................................S-20
Detailed Description.......................................................S-20
Determination Date.........................................................S-23
disqualified persons......................................................S-132
Distribution Account.......................................................S-42
Distribution Account Deposit Date..........................................S-40
Distribution Date..........................................................S-43
DTC........................................................................S-38
Due Dates..................................................................S-36
Due Period.................................................................S-42
ERISA.....................................................................S-132
Euroclear..................................................................S-38
Exemption.................................................................S-132
Expense Fee Rate...........................................................S-46
Extra Principal Distribution Amount........................................S-62
Final Order................................................................S-79
Final Recovery Determination...............................................S-39
Fixed 30-Year Interest-Only Loan...........................................S-22
Fixed Rate Credit Comeback Loans...........................................S-22
Fixed Rate Cumulative Loss Trigger Event...................................S-64
Fixed Rate Delinquency Trigger Event.......................................S-63
Fixed Rate Loan Group Excess Cashflow......................................S-67
Fixed Rate Mortgage Loans..................................................S-20
Fixed Rate OC Floor........................................................S-63
Fixed Rate Overcollateralization Deficiency Amount.........................S-63
Fixed Rate Overcollateralization Target Amount.............................S-63
Fixed Rate Overcollateralized Amount.......................................S-63
Fixed Rate Prepayment Vector...............................................S-93
Fixed Rate Senior Enhancement Percentage...................................S-64
Fixed Rate Stepdown Date...................................................S-63
Fixed Rate Subordinate Certificates........................................S-37
Fixed Rate Trigger Event...................................................S-63
Foreclosure Rate...........................................................S-34
FRPV.......................................................................S-93
Full Doc Program...........................................................S-29
Funding Period.............................................................S-26
Global Securities.............................................................1
Gross Margin...............................................................S-21
Group 1 Principal Distribution Amount......................................S-52
Group 2 and Group 3 Principal Distribution Allocation Amount...............S-55
Group 2 and Group 3 Principal Distribution Target Amount...................S-55
Initial Cut-off Date.......................................................S-20
Initial Cut-off Date Pool Principal Balance................................S-20
Initial Cut-off Date Principal Balance.....................................S-20
Initial Mortgage Loans.....................................................S-20
Initial Mortgage Pool......................................................S-20
Insolvency Proceeding......................................................S-81
Insurance Proceeds.........................................................S-39
Insured Amounts............................................................S-81
Insured Payments...........................................................S-81
Interest Carry Forward Amount..............................................S-46
Interest Determination Date................................................S-77
Interest Funds.............................................................S-46
Interest Remittance Amount.................................................S-40
Last Scheduled Distribution Date...........................................S-92
LIBOR Business Day.........................................................S-78
Liquidation Proceeds.......................................................S-39
Loan Group.................................................................S-21
Loan Group 1...............................................................S-21
Loan Group 2...............................................................S-21
Loan Group 3...............................................................S-21
Loan-to-Value Ratio........................................................S-22
Master REMIC..............................................................S-128


                                      S-139


Master Servicer............................................................S-32
Master Servicer Advance Date...............................................S-36
Maximum Mortgage Rate......................................................S-22
Minimum Mortgage Rate......................................................S-25
Modeling Assumptions.......................................................S-94
Moody's...................................................................S-137
Mortgage Index.............................................................S-21
Mortgage Loans.............................................................S-24
Mortgage Notes.............................................................S-20
Mortgage Rate..............................................................S-21
Mortgaged Properties.......................................................S-21
NAS Principal Distribution Amount..........................................S-62
Net Mortgage Rate..........................................................S-36
net rate cap...............................................................S-12
Net Rate Cap...............................................................S-46
Net Rate Carryover.........................................................S-47
Net Rate Carryover Component..............................................S-128
NIM Insurer...........................................................S-1, S-90
NIM Insurer Default........................................................S-18
Nonpayment.................................................................S-81
NOTICE.....................................................................S-79
Offered Certificates.......................................................S-37
OID.......................................................................S-129
One-Month LIBOR............................................................S-77
Optional Termination Date..................................................S-87
Participants...............................................................S-38
parties in interest.......................................................S-132
Pass-Through Margin........................................................S-47
Pass-Through Rate..........................................................S-46
Percentage Interest........................................................S-43
Periodic Rate Cap..........................................................S-21
Plans.....................................................................S-132
Pooling and Servicing Agreement............................................S-23
Pre-Funded Amount..........................................................S-26
Pre-Funding Account........................................................S-26
Prepayment Interest Excess.................................................S-35
Prepayment Interest Shortfall..............................................S-36
Prepayment Models..........................................................S-93
Prepayment Period..........................................................S-23
Principal Distribution Amount..............................................S-52
Principal Remittance Amount................................................S-41
Purchase Price.............................................................S-25
Rating Agencies...........................................................S-137
Realized Loss..............................................................S-66
Record Date................................................................S-42
Reference Bank Rate........................................................S-77
Reference Banks............................................................S-78
Regular Certificates......................................................S-128
related subordinate classes................................................S-10
Relief Act.................................................................S-17
REMIC Regular Interest Component..........................................S-128
REO Property...............................................................S-36
Replacement Mortgage Loan..................................................S-25
Required Secondary Carryover Reserve Fund Deposit..........................S-78
Residual Certificates...............................................S-66, S-128
Rolling Sixty-Day Delinquency Rate.........................................S-66
S&P.......................................................................S-137
Scheduled Payments.........................................................S-21
Securities Act............................................................S-135
Seller.....................................................................S-21
Seller Shortfall Interest Requirement......................................S-41
Senior Certificates........................................................S-37
Servicing Fee..............................................................S-35
Servicing Fee Rate.........................................................S-35
Sixty-Day Delinquency Rate.................................................S-66
Stated Income Program......................................................S-29
Stated Principal Balance...................................................S-23
Statistical Calculation Date...............................................S-20
Statistical Calculation Pool...............................................S-20
Statistical Calculation Pool Mortgage Loans................................S-20
Subordinate Certificates...................................................S-37
subordination...............................................................S-9
Subsequent Cut-off Date....................................................S-26
Subsequent Mortgage Loans..................................................S-26
Subsequent Recoveries......................................................S-39
Subsequent Transfer Date...................................................S-26
Tax Counsel...............................................................S-128
Term of the Class 1-AV-1 Policy............................................S-82
Three-Year Hybrid Mortgage Loan............................................S-22
Trustee....................................................................S-23
Trustee Fee................................................................S-42
Trustee's Mortgage File....................................................S-24
Two-Year Hybrid Mortgage Loan..............................................S-22
U.S. Person...................................................................4
underlying REMIC..........................................................S-128
underlying REMIC Regular Interests........................................S-128
Underwriters..............................................................S-133
Underwritten Certificates.................................................S-133
Unpaid Realized Loss Amount................................................S-66


                                     S-140




                                                                         ANNEX A

                        THE STATISTICAL CALCULATION POOL

         The following information sets forth in tabular format certain
information, as of the Statistical Calculation Date, about the Mortgage Loans
included in the Statistical Calculation Pool in respect of Loan Group 1, Loan
Group 2, Loan Group 3 and Loan Group 2 and Loan Group 3 as a whole. Other than
with respect to rates of interest, percentages are approximate and are stated by
that portion of the Statistical Calculation Date Pool Principal Balance
representing Loan Group 1, Loan Group 2, Loan Group 3 or the aggregate of Loan
Group 2 and Loan Group 3. The sum of the columns below may not equal the total
indicated due to rounding. In addition, each weighted average credit bureau risk
score set forth below has been calculated without regard to any Mortgage Loan
for which the credit bureau risk score is unknown.



                                  LOAN GROUP 1

              MORTGAGE LOAN PROGRAMS FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
LOAN PROGRAM                    LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Fixed 10 Year.............           2    $      111,410       0.05%     $   55,705      8.678%      119.00          593       71.1%
Fixed 15 Year.............         140        15,220,549       6.63         108,718      7.676       178.92          590       69.6
Fixed 15 Year - Credit
   Comeback...............           1            60,512       0.03          60,512     10.250       178.00          522       76.0
Fixed 20 Year.............           4           403,283       0.18         100,821      8.274       237.23          611       75.1
Fixed 30 Year.............       1,165       195,740,150      85.26         168,017      7.173       359.10          613       71.9
Fixed 30 Year - Credit
   Comeback...............          35         6,449,235       2.81         184,264      7.796       359.69          611       68.1
Fixed 30 Year - Interest
Only......................          51        10,964,410       4.78         214,988      6.814       358.83          641       75.0
30/15 Fixed Balloon.......           6           630,388       0.27         105,065      7.997       173.23          653       84.3
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27          613       71.8%
                              ==========  ==============   ============





         ORIGINAL TERM TO STATED MATURITY FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
ORIGINAL TERM (MONTHS)          LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Fixed 120.................           2    $      111,410       0.05%     $   55,705      8.678%      119.00          593       71.1%
Fixed 180.................         147        15,911,449       6.93         108,241      7.699       178.69          592       70.2
Fixed 240.................           4           403,283       0.18         100,821      8.274       237.23          611       75.1
Fixed 360.................       1,251       213,153,795      92.85         170,387      7.173       359.10          615       71.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27          613       71.8%
                              ==========  ==============   ============



                                      A-1




         MORTGAGE LOAN PRINCIPAL BALANCES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MORTGAGE LOAN        MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
PRINCIPAL BALANCES              LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

$      0.01 - $25,000.00..           3    $       66,726       0.03%     $   22,242     11.408%      150.16          544       53.8%
$ 25,000.01 - $50,000.00..          38         1,625,742       0.71          42,783      9.277       296.96          573       59.4
$ 50,000.01 - $75,000.00..         195        12,249,211       5.34          62,816      8.458       317.45          602       73.7
$ 75,000.01 - $100,000.00.         202        17,762,975       7.74          87,936      7.797       337.16          606       73.5
$100,000.01 - $150,000.00.         349        43,863,097      19.11         125,682      7.561       338.32          608       73.0
$150,000.01 - $200,000.00.         235        40,955,126      17.84         174,277      7.107       349.45          605       69.8
$200,000.01 - $250,000.00.         149        33,391,390      14.54         224,103      7.008       352.66          615       70.9
$250,000.01 - $300,000.00.          91        24,949,379      10.87         274,169      6.816       355.09          620       72.5
$300,000.01 - $350,000.00.          59        19,025,171       8.29         322,461      6.819       347.27          621       72.2
$350,000.01 - $400,000.00.          44        16,483,353       7.18         374,622      6.708       359.27          620       71.1
$400,000.01 - $450,000.00.          16         6,738,294       2.94         421,143      6.907       359.44          622       76.6
$450,000.01 - $500,000.00.          15         7,341,116       3.20         489,408      6.886       346.85          627       70.4
$500,000.01 - $550,000.00.           3         1,552,568       0.68         517,523      6.416       359.00          657       68.6
$550,000.01 - $600,000.00.           2         1,146,882       0.50         573,441      6.256       359.03          705       77.9
$650,000.01 - $700,000.00.           1           679,437       0.30         679,437      6.950       359.00          599       80.0
$700,000.01 - $750,000.00.           1           749,471       0.33         749,471      7.750       359.00          658       67.6
$900,000.01 or Greater....           1         1,000,000       0.44       1,000,000      6.000       360.00          655       66.7
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27          613       71.8%
                              ==========  ==============   ============


              CURRENT MORTGAGE RATES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF CURRENT MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 4.501 -  5.000...........           1    $      169,589       0.07%     $  169,589      4.975%      358.00         754        77.3%
 5.001 -  5.500...........           1            72,460       0.03          72,460      5.500       357.00         758        80.0
 5.501 -  6.000...........          48        13,775,535       6.00         286,990      5.950       359.41         640        69.9
 6.001 -  6.500...........         217        49,023,386      21.35         225,914      6.364       354.89         636        70.2
 6.501 -  7.000...........         341        64,945,058      28.29         190,455      6.823       349.16         616        70.8
 7.001 -  7.500...........         233        35,336,375      15.39         151,658      7.326       338.55         609        72.5
 7.501 -  8.000...........         211        29,932,217      13.04         141,859      7.794       339.06         600        72.3
 8.001 -  8.500...........         119        14,722,379       6.41         123,717      8.314       346.39         589        75.2
 8.501 -  9.000...........         101        10,209,112       4.45         101,080      8.785       335.46         587        74.5
 9.001 -  9.500...........          46         4,245,526       1.85          92,294      9.327       328.29         561        75.1
 9.501 - 10.000...........          37         3,816,257       1.66         103,142      9.785       334.38         568        75.3
10.001 - 10.500...........          15         1,308,533       0.57          87,236     10.391       322.62         581        81.3
10.501 - 11.000...........          16         1,163,220       0.51          72,701     10.770       332.34         545        77.4
11.001 - 11.500...........           6           330,413       0.14          55,069     11.359       289.65         584        80.6
11.501 - 12.000...........           5           190,486       0.08          38,097     11.731       272.40         568        84.9
12.001 - 12.500...........           7           339,392       0.15          48,485     12.333       359.64         535        80.2
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============



                                      A-2




        REMAINING TERMS TO STATED MATURITY FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF REMAINING TERMS       MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
(MONTHS)                        LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

  1 - 120.................           4    $      183,501       0.08%     $   45,875      9.233%      115.02         589        74.2%
121 - 180.................         145        15,839,358       6.90         109,237      7.688       179.01         592        70.1
181 - 300.................           5           606,903       0.26         121,381      8.811       252.25         645        73.4
301 - 360.................       1,250       212,950,175      92.76         170,360      7.171       359.18         615        71.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============



               LOAN-TO-VALUE RATIOS FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF LOAN-TO-VALUE         MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATIOS(%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

50.00 or Less.............          79    $   10,058,582       4.38%     $  127,324      7.274%      345.56         601        41.1%
50.01 - 55.00.............          57        10,868,189       4.73         190,670      6.968       347.92         595        52.7
55.01 - 60.00.............          97        16,712,569       7.28         172,295      6.935       349.06         589        57.7
60.01 - 65.00.............         144        25,994,960      11.32         180,521      7.028       334.07         595        62.9
65.01 - 70.00.............         165        30,093,485      13.11         182,385      7.187       349.11         599        68.2
70.01 - 75.00.............         161        27,243,306      11.87         169,213      7.249       344.37         593        73.4
75.01 - 80.00.............         536        83,013,450      36.16         154,876      7.191       349.37         634        79.5
80.01 - 85.00.............          61         9,616,300       4.19         157,644      7.720       341.73         614        84.2
85.01 - 90.00.............          80        12,711,261       5.54         158,891      7.462       347.99         642        89.1
90.01 - 95.00.............          14         2,211,170       0.96         157,941      8.660       336.10         616        93.8
95.01 - 100.00............          10         1,056,665       0.46         105,667      8.833       358.26         666        99.6
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============


                                      A-3



  STATE DISTRIBUTION OF THE MORTGAGED PROPERTIES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
STATE                           LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Alabama...................          13    $    1,036,256       0.45%     $   79,712      8.269%      296.54         608        70.7%
Arizona...................          41         6,389,815       2.78         155,849      7.138       335.87         622        75.6
Arkansas..................           2           465,500       0.20         232,750      7.140       360.00         603        84.9
California................         393        89,728,037      39.08         228,316      6.858       351.52         612        67.6
Colorado..................          15         2,505,866       1.09         167,058      6.631       358.82         653        79.1
Connecticut...............          14         2,708,606       1.18         193,472      7.471       359.52         615        75.2
Delaware..................           3           453,862       0.20         151,287      7.180       359.41         630        85.2
Florida...................         146        19,637,461       8.55         134,503      7.564       344.44         600        73.6
Georgia...................          26         2,667,325       1.16         102,589      8.040       311.11         601        74.9
Hawaii....................          21         5,038,494       2.19         239,928      6.856       359.12         637        74.5
Idaho.....................          12         1,213,206       0.53         101,101      7.750       358.50         630        77.1
Illinois..................          18         2,757,344       1.20         153,186      7.489       350.39         624        73.9
Indiana...................          12         1,005,234       0.44          83,770      8.210       294.20         599        79.5
Iowa......................           2           311,381       0.14         155,690      7.348       280.61         684        73.4
Kansas....................           4           291,189       0.13          72,797      8.150       248.52         634        82.8
Kentucky..................          15         1,966,921       0.86         131,128      7.921       342.16         621        82.1
Louisiana.................          24         2,185,505       0.95          91,063      7.901       340.43         594        78.0
Maine.....................           3           220,076       0.10          73,359      8.524       325.88         623        76.9
Maryland..................          21         3,790,402       1.65         180,495      7.385       338.72         587        67.5
Massachusetts.............          21         4,507,501       1.96         214,643      6.885       343.49         604        67.4
Michigan..................          18         2,547,633       1.11         141,535      8.297       350.76         603        74.0
Minnesota.................           8         1,186,408       0.52         148,301      7.568       327.43         651        74.0
Mississippi...............          12         1,120,439       0.49          93,370      7.654       342.37         609        80.9
Missouri..................          23         2,014,305       0.88          87,578      7.616       346.24         604        76.1
Montana...................           3           298,943       0.13          99,648      7.584       301.09         594        74.6
Nebraska..................           1            84,515       0.04          84,515      6.250       179.00         616        80.0
Nevada....................          38         7,407,934       3.23         194,946      6.977       352.89         593        68.3
New Hampshire.............           9         1,632,179       0.71         181,353      6.829       328.13         573        70.2
New Jersey................          17         2,440,724       1.06         143,572      7.712       316.14         613        73.5
New Mexico................           2           290,874       0.13         145,437      7.575       359.40         575        82.1
New York..................          44         9,491,024       4.13         215,705      7.200       357.35         629        69.5
North Carolina............          14         1,697,575       0.74         121,255      8.558       306.98         566        75.2
North Dakota..............           1            64,956       0.03          64,956      8.000       359.00         642        78.3
Ohio......................          29         3,401,895       1.48         117,307      7.559       356.13         624        79.4
Oklahoma..................          12         1,290,716       0.56         107,560      7.730       323.98         645        77.3
Oregon....................          17         2,996,931       1.31         176,290      6.920       350.81         645        80.2
Pennsylvania..............          30         3,841,757       1.67         128,059      7.974       298.66         584        74.5
Rhode Island..............           1           166,270       0.07         166,270      7.250       359.00         724        80.0
South Carolina............          12         1,375,537       0.60         114,628      8.179       350.35         604        72.7
South Dakota..............           1            50,925       0.02          50,925      8.625       358.00         591        75.0
Tennessee.................          33         3,754,177       1.64         113,763      7.658       329.50         605        78.2
Texas.....................         187        20,913,156       9.11         111,835      7.681       343.37         622        77.2
Utah......................          11         1,464,114       0.64         133,101      7.205       359.39         633        78.6
Virginia..................          28         3,714,559       1.62         132,663      7.220       353.68         607        73.3
Washington................          40         6,736,342       2.93         168,409      6.712       358.62         633        75.3
Wisconsin.................           6           544,625       0.24          90,771      8.095       358.06         655        84.2
Wyoming...................           1           171,445       0.07         171,445      6.750       179.00         556        53.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============


                                      A-4



           CREDIT BUREAU RISK SCORES(1) FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL




                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF CREDIT BUREAU         MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RISK SCORES                      LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

781 - 800.................           6    $    1,166,150       0.51%     $  194,358      6.473%      357.70         787        79.6%
761 - 780.................           7         1,478,662       0.64         211,237      6.865       350.44         766        82.6
741 - 760.................          15         2,538,971       1.11         169,265      6.638       352.27         749        74.8
721 - 740.................          25         5,048,925       2.20         201,957      6.899       353.68         729        77.4
701 - 720.................          26         5,431,863       2.37         208,918      6.787       356.59         708        75.6
681 - 700.................          58        10,424,096       4.54         179,726      6.848       344.44         688        74.4
661 - 680.................         121        21,538,278       9.38         178,002      6.927       354.29         670        74.8
641 - 660.................         170        29,609,126      12.90         174,171      7.021       350.67         650        74.9
621 - 640.................         163        26,367,743      11.49         161,765      6.977       345.75         630        72.8
601 - 620.................         168        28,820,716      12.55         171,552      7.012       348.34         610        72.8
581 - 600.................         178        26,700,261      11.63         150,001      7.316       343.28         591        70.7
561 - 580.................         137        22,800,765       9.93         166,429      7.357       346.82         571        68.7
541 - 560.................         149        22,113,604       9.63         148,413      7.623       339.42         551        67.3
521 - 540.................          92        13,490,766       5.88         146,639      7.871       336.94         531        66.7
501 - 520.................          86        11,561,541       5.04         134,437      8.078       337.34         511        68.0
500 or Less...............           3           488,473       0.21         162,824      7.763       324.79         500        63.3
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============


------------
(1) The Credit Bureau Risk Scores referenced in this table with respect to
    substantially all of the Mortgage Loans in Loan Group 1 were obtained by the
    respective originators from one or more credit reporting agencies, and were
    determined at the time of origination.



            PREPAYMENT PENALTY PERIOD FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
PREPAYMENT PENALTY PERIOD      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
(MONTHS)                        LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 0........................         242    $   36,195,517      15.77%     $  149,568      7.651%      335.50         608        72.1%
12........................          46         9,188,932       4.00         199,759      7.317       346.80         630        70.6
24........................          20         3,430,288       1.49         171,514      7.318       345.74         632        72.7
36........................         321        49,974,593      21.77         155,684      7.299       344.94         626        72.3
60........................         775       130,790,607      56.97         168,762      7.048       349.73         608        71.6
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============



                                      A-5


          TYPES OF MORTGAGED PROPERTIES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
PROPERTY TYPE                   LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Single-Family Residence...       1,148    $  186,091,197      81.06%     $  162,100      7.215%      345.60         611        71.7%
Planned Unit Development..         162        29,023,740      12.64         179,159      7.104       351.53         620        73.3
Condominium...............          62         8,138,934       3.55         131,273      7.514       338.36         624        74.7
Two Family Home...........          23         4,450,283       1.94         193,491      7.404       354.78         631        65.1
Three Family Home.........           6         1,486,938       0.65         247,823      6.611       341.21         620        65.3
High Rise Condominium.....           2           308,966       0.13         154,483      7.935       359.75         673        69.5
Four Family                          1            79,881       0.03          79,881      7.500       358.00         678        43.2
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============





                 OCCUPANCY TYPES FOR THE GROUP 1 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
OCCUPANCY TYPE                  LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Owner Occupied............       1,362    $  224,653,949      97.85%     $  164,944      7.201%      346.30         612        71.9%
Investment Property.......          32         3,991,614       1.74         124,738      7.632       349.26         660        69.0
Second Home...............          10           934,375       0.41          93,438      8.106       325.89         591        61.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============


------------
(1) Based on representations by the Mortgagors at the time of origination of the
    related Mortgage Loans.





                  LOAN PURPOSES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
LOAN PURPOSE                    LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Refinance - Cash Out......         917    $  155,399,988      67.69%     $  169,466      7.181%      344.32         599        68.7%
Purchase..................         342        51,581,501      22.47         150,823      7.304       355.66         650        78.8
Refinance - Rate/Term.....         145        22,598,448       9.84         155,851      7.222       338.23         624        77.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============



                                      A-6


             CREDIT GRADE CATEGORIES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CREDIT GRADE CATEGORY           LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

A.........................       1,058    $  173,386,400      75.52%     $  163,881      7.149%      348.47         624        73.0%
A-........................          73        12,242,522       5.33         167,706      7.293       329.03         582        67.9
B.........................         140        22,684,263       9.88         162,030      7.427       342.12         578        69.2
C.........................          98        16,094,931       7.01         164,234      7.384       342.65         575        66.6
C-........................          28         3,751,293       1.63         133,975      7.903       350.74         582        72.5
D.........................           7         1,420,528       0.62         202,933      6.973       321.53         596        65.7
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============




             LOAN DOCUMENTATION TYPE FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
DOCUMENTATION TYPE              LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Full Documentation........         938    $  146,768,737      63.93%     $  156,470      7.188%      345.65         605        72.3%
Stated Income.............         466        82,811,201      36.07         177,706      7.255       347.37         627        71.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,404    $  229,579,938     100.00%     $  163,518      7.212%      346.27         613        71.8%
                              ==========  ==============   ============



                                      A-7



                         ADJUSTABLE RATE MORTGAGE LOANS

          MORTGAGE LOAN PROGRAMS FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
LOAN PROGRAM                    LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

30-Year 6-month LIBOR.....           6    $      490,612       0.07%     $   81,769      7.222%      353.09         626        82.1%
2/28 6-month LIBOR........         449        67,339,969       9.77         149,978      7.870       358.71         596        77.5
2/28 6-month LIBOR -
Interest Only.............          98        18,783,657       2.73         191,670      7.177       358.72         603        80.4
3/27 6-month LIBOR........       3,395       498,266,119      72.29         146,765      7.729       359.22         594        75.4
3/27 6-month LIBOR -
Interest Only.............         502       104,373,222      15.14         207,915      7.031       359.33         607        78.7
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============



     ORIGINAL TERM TO STATED MATURITY FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
ORIGINAL TERM (MONTHS)          LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

ARM 360...................       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============



     MORTGAGE LOAN PRINCIPAL BALANCES FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MORTGAGE LOAN         MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
PRINCIPAL BALANCES              LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
---------------------------   ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

$      0.01 - $ 25,000.00..          2    $       46,792       0.01%     $   23,396     10.504%      359.53         524        75.0%
$ 25,000.01 - $ 50,000.00..         89         4,072,361       0.59          45,757      9.218       357.56         578        71.0
$ 50,000.01 - $ 75,000.00..        667        42,118,407       6.11          63,146      8.654       359.06         597        78.8
$ 75,000.01 - $100,000.00..        665        58,376,281       8.47          87,784      8.054       359.14         594        77.5
$100,000.01 - $150,000.00..      1,232       151,721,373      22.01         123,150      7.795       359.13         598        76.6
$150,000.01 - $200,000.00..        739       128,092,844      18.58         173,333      7.539       359.16         598        76.0
$200,000.01 - $250,000.00..        459       102,254,866      14.84         222,777      7.470       359.20         594        76.0
$250,000.01 - $300,000.00..        257        70,718,852      10.26         275,171      7.452       359.18         599        76.4
$300,000.01 - $350,000.00..        143        46,456,654       6.74         324,872      7.164       359.21         598        75.2
$350,000.01 - $400,000.00..         90        33,984,103       4.93         377,601      7.104       359.26         595        75.7
$400,000.01 - $450,000.00..         44        18,772,490       2.72         426,647      7.259       359.50         608        78.5
$450,000.01 - $500,000.00..         41        19,735,583       2.86         481,356      7.104       359.25         574        71.9
$500,000.01 - $550,000.00..         12         6,318,250       0.92         526,521      7.260       359.25         590        77.9
$550,000.01 - $600,000.00..          5         2,909,250       0.42         581,850      6.668       359.80         576        74.5
$600,000.01 - $650,000.00..          3         1,938,973       0.28         646,324      7.369       359.01         590        59.3
$750,000.01 - $800,000.00..          1           786,500       0.11         786,500      6.500       360.00         622        65.3
More than $900,000.00......          1           950,000       0.14         950,000      6.375       358.00         621        69.1
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============



                                      A-8


          CURRENT MORTGAGE RATES FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF CURRENT MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 4.501 -  5.000...........           1    $      166,520       0.02%     $  166,520      5.000%      359.00         703        80.0%
 5.001 -  5.500...........          19         4,200,081       0.61         221,057      5.417       359.41         624        72.1
 5.501 -  6.000...........         155        31,862,886       4.62         205,567      5.868       359.34         632        73.2
 6.001 -  6.500...........         435        85,925,430      12.47         197,530      6.354       359.26         624        73.7
 6.501 -  7.000...........         759       133,941,077      19.43         176,470      6.826       359.15         611        73.9
 7.001 -  7.500...........         667       109,583,788      15.90         164,294      7.318       359.17         604        76.1
 7.501 -  8.000...........         753       115,877,389      16.81         153,888      7.801       359.14         597        76.3
 8.001 -  8.500...........         514        74,193,669      10.76         144,346      8.318       359.13         578        78.6
 8.501 -  9.000...........         431        56,972,663       8.27         132,187      8.795       359.13         562        79.0
 9.001 -  9.500...........         261        30,905,813       4.48         118,413      9.307       359.07         561        81.2
 9.501 - 10.000...........         217        24,148,962       3.50         111,286      9.798       358.94         555        80.2
10.001 - 10.500...........          80         8,189,771       1.19         102,372     10.310       359.14         554        82.7
10.501 - 11.000...........          75         7,100,445       1.03          94,673     10.829       359.33         551        79.9
11.001 - 11.500...........          35         2,766,101       0.40          79,031     11.352       359.26         543        76.8
11.501 - 12.000...........          31         2,395,879       0.35          77,286     11.848       359.31         554        82.4
12.001 - 12.500...........           6           310,659       0.05          51,777     12.303       359.79         530        64.9
12.501 - 13.000...........           9           607,471       0.09          67,497     12.792       359.01         538        80.6
13.001 - 13.500...........           1            56,975       0.01          56,975     13.250       358.00         572       100.0
13.501 - 14.000...........           1            48,000       0.01          48,000     13.750       360.00         601       100.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============




    REMAINING TERMS TO STATED MATURITY FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF REMAINING TERMS       MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
(MONTHS)                        LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

181 - 300.................           2    $       71,280       0.01%     $   35,640      8.457%      284.59         597        75.0%
301 - 360.................       4,448       689,182,299      99.99         154,942      7.622       359.17         596        76.3
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============



                                      A-9




           LOAN-TO-VALUE RATIOS FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF LOAN-TO-VALUE         MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATIOS (%)                      LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

50.00 or Less.............         166    $   22,159,541       3.22%     $  133,491      7.581%      359.24         561        41.9%
50.01 -  55.00............         116        18,858,384       2.74         162,572      7.377       359.19         561        53.1
55.01 -  60.00............         178        30,373,774       4.41         170,639      7.310       359.16         562        57.9
60.01 -  65.00............         262        48,756,852       7.07         186,095      7.415       359.11         567        63.2
65.01 -  70.00............         319        55,520,196       8.06         174,045      7.586       359.21         568        68.7
70.01 -  75.00............         391        65,466,880       9.50         167,434      7.888       359.17         556        74.0
75.01 -  80.00............       2,113       314,801,827      45.67         148,983      7.315       359.15         626        79.8
80.01 -  85.00............         288        43,670,926       6.34         151,635      8.387       359.37         571        84.4
85.01 -  90.00............         336        53,859,756       7.81         160,297      8.098       359.29         596        89.6
90.01 -  95.00............          96        14,775,254       2.14         153,909      8.717       359.10         594        94.7
95.01 - 100.00............         185        21,010,189       3.05         113,569      9.090       358.69         601        99.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============



                                      A-10



     STATE DISTRIBUTION OF THE MORTGAGED PROPERTIES FOR THE ADJUSTABLE RATE
               MORTGAGE LOANS IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
STATE                           LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Alabama...................          52    $    5,390,054       0.78%     $  103,655      8.178%      359.16         593        78.5%
Arizona...................         151        20,457,415       2.97         135,480      7.322       359.03         609        80.4
Arkansas..................          12         1,119,662       0.16          93,305      8.592       359.73         616        85.8
California................         742       170,248,765      24.70         229,446      7.109       359.20         590        71.9
Colorado..................          97        15,957,090       2.32         164,506      6.976       359.35         604        77.6
Connecticut...............          74        13,057,652       1.89         176,455      7.908       359.38         577        70.4
Delaware..................          13         2,224,061       0.32         171,082      7.856       359.03         560        75.4
District of Columbia......           3           571,011       0.08         190,337      6.998       358.30         551        43.7
Florida...................         400        55,896,004       8.11         139,740      7.757       359.14         601        78.0
Georgia...................         156        21,183,046       3.07         135,789      8.173       359.20         590        79.9
Hawaii....................          14         3,607,197       0.52         257,657      6.679       359.31         606        74.8
Idaho.....................          27         3,289,296       0.48         121,826      7.175       359.34         612        74.8
Illinois..................         207        29,021,072       4.21         140,198      8.075       359.27         609        79.1
Indiana...................         108        10,271,575       1.49          95,107      8.240       358.96         597        82.1
Iowa......................          21         1,749,764       0.25          83,322      8.361       359.28         597        81.9
Kansas....................          18         1,959,608       0.28         108,867      8.648       359.20         619        82.9
Kentucky..................          34         3,572,494       0.52         105,073      8.006       358.78         593        81.3
Louisiana.................          51         5,933,443       0.86         116,342      8.257       359.14         595        76.8
Maine.....................          11         1,358,556       0.20         123,505      8.374       359.47         580        82.3
Maryland..................         114        21,766,202       3.16         190,932      8.113       359.08         579        76.5
Massachusetts.............         104        21,903,818       3.18         210,614      7.540       359.24         608        75.1
Michigan..................         257        28,854,906       4.19         112,276      8.172       359.20         588        80.2
Minnesota.................          61        10,121,152       1.47         165,921      8.003       359.22         585        77.2
Mississippi...............          33         3,797,345       0.55         115,071      8.251       359.32         581        79.1
Missouri..................         124        12,427,009       1.80         100,218      8.203       359.18         609        80.6
Montana...................           2           209,101       0.03         104,550      7.171       359.75         564        78.4
Nebraska..................          12         1,222,454       0.18         101,871      7.719       359.21         595        84.0
Nevada....................         139        27,686,220       4.02         199,181      7.367       359.05         599        76.2
New Hampshire.............          36         6,337,980       0.92         176,055      7.686       359.33         611        79.8
New Jersey................         107        20,040,447       2.91         187,294      8.090       359.30         580        71.1
New Mexico................          15         2,080,770       0.30         138,718      7.660       359.30         605        71.4
New York..................         109        21,226,472       3.08         194,738      7.564       359.38         585        70.7
North Carolina............          50         6,485,786       0.94         129,716      8.476       358.96         575        77.2
North Dakota..............           2           276,570       0.04         138,285      8.250       359.27         559        86.2
Ohio......................         104        10,634,378       1.54         102,254      7.831       358.88         601        79.5
Oklahoma..................          47         4,843,451       0.70         103,052      7.872       359.01         604        81.0
Oregon....................          39         5,801,133       0.84         148,747      7.225       359.05         596        78.8
Pennsylvania..............         110        13,255,222       1.92         120,502      7.830       359.11         590        76.4
Rhode Island..............          18         2,895,038       0.42         160,835      7.661       359.40         587        66.9
South Carolina............          19         2,981,203       0.43         156,905      8.199       358.78         588        79.4
South Dakota..............           8           737,769       0.11          92,221      8.066       358.34         611        74.3
Tennessee.................          77         8,536,250       1.24         110,860      7.683       358.92         621        84.4
Texas.....................         345        36,413,015       5.28         105,545      7.605       359.06         624        81.0
Utah......................          39         5,100,803       0.74         130,790      6.944       359.15         638        78.7
Vermont...................           3           491,130       0.07         163,710      7.738       357.73         606        81.1
Virginia..................         130        21,985,482       3.19         169,119      7.861       359.18         588        76.7
Washington................          94        17,077,346       2.48         181,674      7.181       359.04         610        77.6
West Virginia.............           8           729,622       0.11          91,203      8.916       359.60         575        75.4
Wisconsin.................          48         5,950,411       0.86         123,967      8.456       359.00         592        81.0
Wyoming...................           5           517,328       0.08         103,466      8.898       359.17         577        84.6
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============



                                      A-11



       CREDIT BUREAU RISK SCORES(1) FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF CREDIT BUREAU RISK    MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
SCORES                          LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Unknown...................           2    $      303,786       0.04%     $  151,893      7.914%      358.64         N/A        76.4%
801 - 820.................           1           440,582       0.06         440,582      6.250       359.00         801        90.0
781 - 800.................           9         1,296,117       0.19         144,013      6.582       359.34         785        79.6
761 - 780.................          19         3,124,470       0.45         164,446      6.959       359.05         767        78.7
741 - 760.................          41         6,014,161       0.87         146,687      6.838       358.99         749        80.5
721 - 740.................          57         8,836,879       1.28         155,033      6.836       359.21         729        80.1
701 - 720.................         102        14,995,204       2.18         147,012      6.889       359.09         709        79.9
681 - 700.................         146        22,125,586       3.21         151,545      7.156       359.16         690        78.9
661 - 680.................         241        34,338,134       4.98         142,482      7.137       359.03         669        78.1
641 - 660.................         378        55,700,607       8.08         147,356      7.271       359.04         650        79.0
621 - 640.................         510        85,302,974      12.38         167,261      7.119       359.26         631        79.3
601 - 620.................         560        86,445,752      12.54         154,367      7.397       359.18         610        80.5
581 - 600.................         564        87,008,792      12.62         154,271      7.558       359.18         591        78.7
561 - 580.................         415        68,087,483       9.88         164,066      7.675       359.21         571        73.1
541 - 560.................         473        75,775,787      10.99         160,203      8.131       359.25         550        72.7
521 - 540.................         489        74,193,400      10.76         151,725      8.231       359.18         530        71.3
501 - 520.................         411        60,697,713       8.81         147,683      8.422       359.07         511        70.5
500 or Less...............          32         4,566,153       0.66         142,692      8.731       358.88         494        68.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============


----------
(1) The Credit Bureau Risk Scores referenced in this table with respect to
    substantially all of the Adjustable Rate Mortgage Loans were obtained by the
    respective originators from one or more credit reporting agencies, and were
    determined at the time of origination.


        PREPAYMENT PENALTY PERIOD FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
PREPAYMENT PENALTY PERIOD      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
(MONTHS)                        LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

0.........................       1,224    $  192,437,318      27.92%     $  157,220      8.071%      359.29         593        76.2%
6.........................           2           625,312       0.09         312,656      8.235       359.63         589        83.7
12........................         183        38,078,119       5.52         208,077      7.506       359.02         597        76.5
13........................           1           126,296       0.02         126,296      6.990       359.00         596        80.0
24........................         393        63,991,801       9.28         162,829      7.524       358.82         593        77.3
36........................       2,636       392,734,233      56.98         148,989      7.427       359.18         598        76.1
60........................          11         1,260,499       0.18         114,591      8.015       356.29         617        81.6
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============




                                      A-12



              GROSS MARGINS FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RANGE OF GROSS MARGINS (%)      LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

  1.000 or Less...........           1    $      108,800       0.02%     $  108,800      9.250%      360.00         513        85.0%
  2.001 -  3.000..........           1           203,630       0.03         203,630      6.500       358.00         644        78.5
  3.001 -  4.000..........           3           724,756       0.11         241,585      6.571       358.23         617        68.9
  4.001 -  5.000..........         143        28,347,273       4.11         198,233      6.177       359.32         627        72.5
  5.001 -  6.000..........       1,101       191,113,885      27.73         173,582      6.914       359.28         611        74.2
  6.001 -  7.000..........       1,388       214,806,427      31.17         154,760      7.468       359.15         603        75.9
  7.001 -  8.000..........       1,083       159,959,189      23.21         147,700      8.135       359.11         585        77.7
  8.001 -  9.000..........         495        66,085,712       9.59         133,506      8.639       359.08         566        79.7
  9.001 - 10.000..........         188        23,266,904       3.38         123,760      9.648       358.97         557        80.4
 10.001 - 11.000..........          37         3,871,870       0.56         104,645     10.396       358.97         550        83.4
 11.001 - 12.000..........           9           708,157       0.10          78,684     11.209       358.89         544        73.9
More than 13.000..........           1            56,975       0.01          56,975     13.250       358.00         572       100.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============


------------
(1) The weighted average Gross Margin for the Adjustable Rate Mortgage Loans in
    the Statistical Calculation Pool as of the Cut-off Date was approximately
    6.779%.




           NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
NEXT ADJUSTMENT DATE            LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

December 2004.............           1    $       59,804       0.01%     $   59,804      5.550%      357.00         645        40.1%
January 2005..............           1            33,527       0.00          33,527      7.000       274.00         600        75.0
February 2005.............           3           329,381       0.05         109,794      7.491       359.00         625        90.3
March 2005................           2           105,653       0.02          52,827      8.304       336.42         616        80.0
March 2006................           1            91,165       0.01          91,165      7.250       354.00         656        80.0
April 2006................           3           326,020       0.05         108,673      7.522       355.00         581        85.9
May 2006..................           6           637,129       0.09         106,188      7.715       356.00         581        82.8
June 2006.................          48         7,361,104       1.07         153,356      7.188       357.03         606        78.9
July 2006.................         162        27,298,528       3.96         168,509      7.665       358.06         601        78.2
August 2006...............         220        32,363,402       4.70         147,106      7.825       359.02         595        78.3
September 2006............         100        16,530,979       2.40         165,310      7.808       360.00         596        77.3
October 2006..............           7         1,515,300       0.22         216,471      8.089       360.00         595        73.4
May 2007..................           6           513,114       0.07          85,519      7.978       356.00         587        73.2
June 2007.................          70         9,672,152       1.40         138,174      7.670       357.05         603        78.1
July 2007.................         680       100,134,801      14.53         147,257      7.756       358.00         599        76.6
August 2007...............       1,527       228,972,525      33.22         149,949      7.691       359.01         594        75.6
September 2007............       1,368       221,401,056      32.12         161,843      7.512       360.00         597        75.8
October 2007..............         245        41,907,940       6.08         171,053      7.294       360.00         595        76.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============


------------
(1) The weighted average next adjustment date for the Adjustable Rate Mortgage
    Loans in the Statistical Calculation Pool as of the Cut-off Date is June
    2007.



                                      A-13


          MAXIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MAXIMUM MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

10.501 - 11.000...........           2    $      342,402       0.05%     $  171,201      5.742%      359.00         711        80.0%
11.001 - 11.500...........           4           767,471       0.11         191,868      5.880       359.09         619        73.8
11.501 - 12.000...........          21         3,842,914       0.56         182,996      5.912       358.35         656        76.0
12.001 - 12.500...........          72        13,072,791       1.90         181,567      6.094       358.78         636        76.6
12.501 - 13.000...........         228        44,383,655       6.44         194,665      6.226       359.16         628        73.8
13.001 - 13.500...........         488        94,943,729      13.77         194,557      6.542       359.20         621        74.0
13.501 - 14.000...........         775       135,630,754      19.68         175,007      6.958       359.15         606        74.2
14.001 - 14.500...........         635       102,291,065      14.84         161,088      7.430       359.25         597        76.0
14.501 - 15.000...........         713       105,917,566      15.37         148,552      7.877       359.21         595        76.4
15.001 - 15.500...........         486        68,912,502      10.00         141,795      8.405       359.15         579        79.1
15.501 - 16.000...........         397        53,393,234       7.75         134,492      8.885       359.15         561        78.8
16.001 - 16.500...........         226        26,081,818       3.78         115,406      9.355       359.14         559        80.9
16.501 - 17.000...........         183        19,775,151       2.87         108,061      9.824       358.98         557        80.4
17.001 - 17.500...........          67         7,123,814       1.03         106,326     10.338       359.15         552        82.2
17.501 - 18.000...........          72         6,784,265       0.98          94,226     10.762       359.31         550        79.4
18.001 - 18.500...........          33         2,571,462       0.37          77,923     11.351       359.28         545        76.9
18.501 - 19.000...........          31         2,395,879       0.35          77,286     11.848       359.31         554        82.4
19.001 - 19.500...........           6           310,659       0.05          51,777     12.303       359.79         530        64.9
Greater than 19.500.......          11           712,447       0.10          64,768     12.893       358.99         545        83.4
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17        596         76.3%
                              ==========  ==============   ============


------------
(1) The weighted average Maximum Mortgage Rate for the Adjustable Rate Mortgage
    Loans in the Statistical Calculation Pool as of the Cut-off Date was
    approximately 14.476%.




        INITIAL PERIODIC RATE CAP FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
INITIAL PERIODIC RATE          MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CAP (%)                         LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

1.000.....................          48    $    6,180,585       0.90%     $  128,762      7.974%      358.91         599        79.3%
1.500.....................       3,559       557,020,399      80.82         156,510      7.604       359.30         595        75.8
2.000.....................          53         6,715,287       0.97         126,704      7.781       358.33         612        82.4
2.900.....................           1            95,000       0.01          95,000      8.650       360.00         621       100.0
2.950.....................           1            68,939       0.01          68,939      8.550       358.00         587        58.0
3.000.....................         787       119,084,868      17.28         151,315      7.675       358.59         600        77.9
6.000.....................           1            88,500       0.01          88,500      8.320       358.00         604       100.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============

------------
(1) The weighted average Initial Periodic Rate Cap for the Adjustable Rate
    Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date
    was approximately 1.760%.



                                      A-14



       SUBSEQUENT PERIODIC RATE CAP FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
SUBSEQUENT PERIODIC RATE       MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CAP (%)                         LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

1.000.....................         732    $  108,673,883      15.77%     $  148,462      7.675%      358.62         601        78.4%
1.500.....................       3,710       579,180,719      84.03         156,113      7.611       359.27         596        75.9
2.000.....................           2           211,123       0.03         105,561      7.253       358.41         629        75.6
3.000.....................           6         1,187,854       0.17         197,976      7.926       358.17         583        72.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============


------------
(1) The weighted average Subsequent Periodic Rate Cap for the Adjustable Rate
    Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date
    was approximately 1.424%.

          MINIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MINIMUM MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

2.001 -   3.000...........           1    $       64,542       0.01%     $   64,542      6.033%      356.00         701        80.0%
4.001 -   5.000...........           4           915,796       0.13         228,949      7.239       357.99         650        76.4
5.001 -   6.000...........         188        38,688,995       5.61         205,793      5.881       359.31         632        73.5
6.001 -   7.000...........       1,193       219,419,148      31.83         183,922      6.658       359.20         615        73.7
7.001 -   8.000...........       1,426       227,155,291      32.96         159,295      7.581       359.15         600        76.2
8.001 -   9.000...........         934       128,570,507      18.65         137,656      8.540       359.14         570        78.8
9.001 - 10.000............         469        53,569,440       7.77         114,221      9.525       359.03         558        80.9
Greater than 10.000.......         235        20,869,860       3.03          88,808     10.915       359.24         551        80.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============


------------
(1) The weighted average Minimum Mortgage Rate for the Adjustable Rate Mortgage
Loans in the Statistical Calculation Pool as of the Cut-off Date was
approximately 7.602%.


      TYPES OF MORTGAGED PROPERTIES FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
PROPERTY TYPE                   LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Single Family Residence...       3,461    $  516,628,281      74.95%     $  149,271      7.679%      359.18         594        76.0%
Planned Unit Development..         619       113,994,489      16.54         184,159      7.382       359.10         602        78.0
Low-Rise Condominium......         257        38,109,588       5.53         148,286      7.547       359.17         610        76.6
Two Family Home...........          82        14,171,867       2.06         172,828      7.667       359.29         610        72.4
High-Rise Condominium.....          12         2,237,259       0.32         186,438      7.906       358.92         620        77.4
Three Family Home.........           9         2,085,568       0.30         231,730      7.455       359.59         589        64.3
Four Family Home..........           8         1,881,435       0.27         235,179      7.356       359.11         616        73.2
Manufactured Housing(1)...           2           145,092       0.02          72,546     10.754       359.00         610        73.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============


------------
(1) Treated as real property.


                                      A-15



             OCCUPANCY TYPES FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
OCCUPANCY TYPE                  LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Owner Occupied............       4,380    $  680,850,719      98.78%     $  155,445      7.616%      359.17         596        76.3%
Investment Property.......          55         6,565,275       0.95         119,369      8.005       359.27         619        70.2
Secondary Residence.......          15         1,837,584       0.27         122,506      8.361       358.89         595        71.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============


------------
(1) Based on representations by the Mortgagors at the time of origination of the
related Mortgage Loans.



              LOAN PURPOSES FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
LOAN PURPOSE                    LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Refinance - Cash Out......       2,008    $  330,806,218      47.99%     $  164,744      7.734%      359.26         568        71.1%
Purchase..................       2,190       322,921,446      46.85         147,453      7.487       359.09         627        81.5
Refinance - (Rate/Term)...         252        35,525,914       5.15         140,976      7.800       358.95         580        77.2
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============






         CREDIT GRADE CATEGORIES FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CREDIT GRADE CATEGORY           LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

A.........................       3,165     $ 485,327,170      70.41%     $  153,342      7.463%      359.14         613        78.7%
A-........................         196        32,033,803       4.65         163,438      7.760       359.14         561        73.1
B.........................         419        71,008,425      10.30         169,471      7.914       359.23         559        71.9
C.........................         474        70,705,621      10.26         149,168      8.137       359.16         552        69.0
C-........................         131        20,113,668       2.92         153,539      8.032       359.35         568        70.2
D.........................          65        10,064,891       1.46         154,844      8.327       359.50         550        65.2
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============




                                      A-16



 RANGE OF MONTHS TO NEXT ADJUSTABLE DATE FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MONTHS TO NEXT        MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
ADJUSTABLE DATE                 LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 0 -  6...................           7    $      528,365       0.08%     $   75,481      7.403%      348.86         624        81.6%
13 - 18...................           1            91,165       0.01          91,165      7.250       354.00         656        80.0
19 - 24...................         546        86,032,461      12.48         157,569      7.719       358.72         598        78.1
32 - 37...................       3,896       602,601,588      87.43         154,672      7.608       359.24         596        76.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============





         LOAN DOCUMENTATION TYPE FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
DOCUMENTATION TYPE              LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Full Documentation........       2,831    $  420,789,427      61.05%     $  148,636      7.660%      359.22         582        76.8%
Stated Income.............       1,619       268,464,152      38.95         165,821      7.563       359.08         620        75.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       4,450    $  689,253,578     100.00%     $  154,888      7.622%      359.17         596        76.3%
                              ==========  ==============   ============



                                      A-17




                                  LOAN GROUP 2

              MORTGAGE LOAN PROGRAMS FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
LOAN PROGRAM                    LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

30 Year 6-Month LIBOR.....           2    $      160,498       0.03%     $   80,249      6.640%      359.00         648        80.0%
2/28 6-Month LIBOR........         251        38,428,810       8.32         153,103      7.375       358.77         611        76.1
2/28 6-Month LIBOR -
   Interest Only..........          61         9,858,298       2.13         161,611      7.052       358.84         601        79.4
3/27 6-Month LIBOR........       2,553       353,215,195      76.44         138,353      7.602       359.30         601        75.0
3/27 6-Month LIBOR -
   Interest Only..........         337        60,392,126      13.07         179,205      6.992       359.47         608        78.4
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============




         ORIGINAL TERM TO STATED MATURITY FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
ORIGINAL TERM (MONTHS)          LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

ARM 360...................       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============




         MORTGAGE LOAN PRINCIPAL BALANCES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MORTGAGE LOAN         MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
PRINCIPAL BALANCES              LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
---------------------------   ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

$       0.01 - $ 25,000.00           1    $       22,042       0.00%     $   22,042     11.125%      359.00         519        75.0%
$  25,000.01 - $ 50,000.00          42         1,970,398       0.43          46,914      9.267       359.06         569        70.6
$  50,000.01 - $ 75,000.00         461        29,272,495       6.34          63,498      8.451       359.18         605        77.0
$  75,000.01 - $100,000.00         494        43,522,030       9.42          88,101      7.846       359.24         601        77.1
$ 100,000.01 - $150,000.00         962       118,573,145      25.66         123,257      7.600       359.25         604        75.8
$ 150,000.01 - $200,000.00         575        99,600,522      21.56         173,218      7.319       359.26         605        75.3
$ 200,000.01 - $250,000.00         368        81,926,050      17.73         222,625      7.309       359.29         597        75.2
$ 250,000.01 - $300,000.00         210        57,706,539      12.49         274,793      7.237       359.30         605        75.7
$ 300,000.01 - $350,000.00          86        27,356,226       5.92         318,096      7.066       359.35         599        74.1
$ 350,000.01 - $400,000.00           3         1,106,000       0.24         368,667      6.825       360.00         607        80.0
$ 450,000.01 - $500,000.00           2           999,479       0.22         499,739      6.562       359.50         612        67.1
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============



                                      A-18




              CURRENT MORTGAGE RATES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF CURRENT MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 4.501 -  5.000...........           1    $      166,520       0.04%     $  166,520      5.000%      359.00         703        80.0%
 5.001 -  5.500...........          16         3,047,031       0.66         190,439      5.406       359.33         636        73.2
 5.501 -  6.000...........         123        21,864,774       4.73         177,762      5.870       359.37         639        73.0
 6.001 -  6.500...........         348        60,813,370      13.16         174,751      6.361       359.34         623        73.6
 6.501 -  7.000...........         606        94,841,164      20.53         156,504      6.821       359.27         616        74.1
 7.001 -  7.500...........         555        82,423,841      17.84         148,511      7.319       359.23         607        75.5
 7.501 -  8.000...........         625        87,598,954      18.96         140,158      7.796       359.27         599        76.2
 8.001 -  8.500...........         359        49,015,045      10.61         136,532      8.321       359.23         585        78.5
 8.501 -  9.000...........         259        32,683,245       7.07         126,190      8.801       359.22         565        78.5
 9.001 -  9.500...........          88         9,675,621       2.09         109,950      9.349       359.24         562        77.9
 9.501 - 10.000...........          82         8,238,536       1.78         100,470      9.806       359.20         559        77.4
10.001 - 10.500...........          37         3,602,979       0.78          97,378     10.336       358.97         554        78.2
10.501 - 11.000...........          43         3,691,273       0.80          85,844     10.866       359.45         546        79.5
11.001 - 11.500...........          27         2,166,645       0.47          80,246     11.368       359.33         543        77.2
11.501 - 12.000...........          21         1,370,784       0.30          65,275     11.842       359.08         549        83.8
12.001 - 12.500...........           6           310,659       0.07          51,777     12.303       359.79         530        64.9
12.501 - 13.000...........           8           544,486       0.12          68,061     12.768       359.01         536        79.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============


        REMAINING TERMS TO STATED MATURITY FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF REMAINING TERMS       MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
(MONTHS)                        LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

301 - 360.................       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============



               LOAN-TO-VALUE RATIOS FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF LOAN-TO-VALUE         MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATIOS (%)                      LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

50.00 or Less.............         124    $   15,866,501       3.43%     $  127,956      7.488%      359.33         560        41.7%
50.01 -   55.00...........          91        13,774,487       2.98         151,368      7.263       359.25         560        53.1
55.01 -   60.00...........         134        20,844,596       4.51         155,557      7.260       359.29         567        57.9
60.01 -   65.00...........         205        34,932,595       7.56         170,403      7.403       359.16         568        63.4
65.01 -   70.00...........         228        35,935,493       7.78         157,612      7.561       359.32         567        68.6
70.01 -   75.00...........         264        40,303,054       8.72         152,663      7.773       359.36         559        74.0
75.01 -   80.00...........       1,665       230,349,052      49.85         138,348      7.253       359.23         633        79.9
80.01 -   85.00...........         157        22,423,567       4.85         142,825      8.134       359.48         573        84.3
85.01 -   90.00...........         211        31,466,672       6.81         149,131      8.102       359.33         598        89.6
90.01 -   95.00...........          51         7,035,772       1.52         137,956      8.356       359.48         592        94.7
95.01 - 100.00............          74         9,123,138       1.97         123,286      8.827       358.84         600        99.7
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============


                                      A-19




  STATE DISTRIBUTION OF THE MORTGAGED PROPERTIES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
STATE                           LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Alabama...................          32    $    3,543,155       0.77%     $  110,724      7.818%      359.14         599        77.3%
Arizona...................         115        15,308,307       3.31         133,116      7.230       359.22         613        80.1
Arkansas..................          10           991,690       0.21          99,169      8.419       359.75         618        84.0
California................         533       104,209,336      22.55         195,515      7.063       359.25         591        70.4
Colorado..................          76        12,511,928       2.71         164,631      6.985       359.44         605        77.7
Connecticut...............          58         8,960,489       1.94         154,491      7.817       359.38         585        70.7
Delaware..................           8         1,061,102       0.23         132,638      7.556       358.89         598        79.8
Florida...................         293        38,989,749       8.44         133,071      7.635       359.29         608        77.8
Georgia...................          98        12,136,620       2.63         123,843      7.969       359.40         594        78.3
Hawaii....................          13         3,354,415       0.73         258,032      6.674       359.34         601        75.0
Idaho.....................          23         2,545,001       0.55         110,652      7.064       359.35         631        78.5
Illinois..................         151        20,887,756       4.52         138,330      7.777       359.40         620        78.3
Indiana...................          76         7,505,991       1.62          98,763      8.004       359.01         609        81.1
Iowa......................          15         1,323,664       0.29          88,244      8.245       359.51         606        82.2
Kansas....................          12         1,421,736       0.31         118,478      8.220       359.23         625        82.9
Kentucky..................          26         2,821,269       0.61         108,510      7.883       358.96         592        79.3
Louisiana.................          37         4,074,188       0.88         110,113      8.041       359.30         602        76.6
Maine.....................           7           790,343       0.17         112,906      8.085       359.75         590        78.8
Maryland..................          70        12,044,862       2.61         172,069      7.899       359.11         585        75.7
Massachusetts.............          71        13,218,379       2.86         186,174      7.548       359.31         613        73.9
Michigan..................         167        18,539,189       4.01         111,013      7.853       359.33         601        78.5
Minnesota.................          45         6,935,099       1.50         154,113      7.864       359.32         597        78.1
Mississippi...............          19         1,924,543       0.42         101,292      7.714       359.30         606        81.9
Missouri..................          76         8,054,847       1.74         105,985      7.805       359.27         625        79.7
Montana...................           2           209,101       0.05         104,550      7.171       359.75         564        78.4
Nebraska..................          11         1,172,482       0.25         106,589      7.670       359.22         599        84.3
Nevada....................         109        20,013,941       4.33         183,614      7.251       359.21         608        74.8
New Hampshire                       24         3,759,671       0.81         156,653      7.280       359.39         623        78.9
New Jersey................          78        14,093,221       3.05         180,682      7.970       359.32         592        69.8
New Mexico................          12         1,575,002       0.34         131,250      7.476       359.13         628        76.0
New York..................          79        14,941,657       3.23         189,135      7.511       359.40         579        69.0
North Carolina............          30         3,232,880       0.70         107,763      8.701       359.19         569        79.6
North Dakota..............           2           276,570       0.06         138,285      8.250       359.27         559        86.2
Ohio......................          76         7,887,001       1.71         103,776      7.787       359.28         605        78.5
Oklahoma..................          37         3,754,451       0.81         101,472      7.671       358.97         604        81.0
Oregon....................          33         4,717,013       1.02         142,940      7.050       359.34         607        79.1
Pennsylvania..............          83         9,096,184       1.97         109,593      7.793       359.14         590        76.5
Rhode Island..............          15         2,315,788       0.50         154,386      7.421       359.25         589        65.3
South Carolina............          10         1,360,668       0.29         136,067      7.478       359.23         589        79.2
South Dakota..............           5           471,517       0.10          94,303      7.460       358.84         649        71.1
Tennessee.................          58         6,475,187       1.40         111,641      7.401       359.21         632        82.1
Texas.....................         273        27,670,031       5.99         101,355      7.488       359.22         629        80.5
Utah......................          35         4,405,227       0.95         125,864      6.823       359.15         646        80.6
Vermont...................           2           180,017       0.04          90,009      7.545       359.00         553        82.9
Virginia..................          90        15,084,410       3.26         167,605      7.720       359.23         593        76.0
Washington................          69        11,491,417       2.49         166,542      7.165       359.18         611        77.5
West Virginia.............           7           640,822       0.14          91,546      8.956       359.55         581        74.7
Wisconsin.................          30         3,809,211       0.82         126,974      8.052       359.15         607        80.5
Wyoming...................           3           267,800       0.06          89,267      8.691       358.87         643        88.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============



                                      A-20



           CREDIT BUREAU RISK SCORES(1) FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF CREDIT BUREAU RISK    MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
SCORES                          LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Unknown...................           2    $      303,786       0.07%     $  151,893      7.914%      358.64         N/A        76.4%
781 - 800.................           9         1,296,117       0.28         144,013      6.582       359.34         785        79.6
761 - 780.................          17         2,543,719       0.55         149,631      6.967       358.94         768        79.5
741 - 760.................          34         4,948,313       1.07         145,539      6.867       359.16         749        80.1
721 - 740.................          49         7,406,079       1.60         151,144      6.867       359.29         730        80.2
701 - 720.................          87        12,854,962       2.78         147,758      6.878       359.11         709        80.1
681 - 700.................         126        18,112,342       3.92         143,749      7.135       359.20         690        78.9
661 - 680.................         206        27,873,886       6.03         135,310      7.162       359.11         669        78.2
641 - 660.................         317        44,475,103       9.63         140,300      7.236       359.17         650        78.7
621 - 640.................         376        55,635,097      12.04         147,966      7.109       359.37         631        79.2
601 - 620.................         401        56,558,235      12.24         141,043      7.317       359.29         610        79.4
581 - 600.................         411        58,860,059      12.74         143,212      7.337       359.37         591        76.6
561 - 580.................         279        42,671,559       9.24         152,945      7.647       359.35         570        71.8
541 - 560.................         307        44,309,530       9.59         144,331      8.038       359.25         550        71.9
521 - 540.................         306        45,459,927       9.84         148,562      8.021       359.27         531        69.2
501 - 520.................         257        36,173,590       7.83         140,753      8.270       359.18         511        69.5
500 or Less...............          20         2,572,623       0.56         128,631      8.274       359.20         497        66.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============

------------
(1) The Credit Bureau Risk Scores referenced in this table with respect to
    substantially all of the Mortgage Loans in Loan Group 2 were obtained by the
    respective originators from one or more credit reporting agencies, and were
    determined at the time of origination.


            PREPAYMENT PENALTY PERIOD FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
PREPAYMENT PENALTY PERIOD      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
(MONTHS)                        LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 0........................         879    $  127,192,383      27.53%     $  144,701      7.917%      359.34         598        75.4%
 6........................           1           229,312       0.05         229,312      7.000       359.00         644        90.0
12........................         110        20,334,490       4.40         184,859      7.330       359.12         611        75.6
13........................           1           126,296       0.03         126,296      6.990       359.00         596        80.0
24........................         261        41,223,390       8.92         157,944      7.323       358.95         600        76.4
36........................       1,951       272,817,964      59.04         139,835      7.331       359.29         604        75.6
60........................           1           131,092       0.03         131,092      6.990       359.00         567        80.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============




          GROSS MARGINS FOR THE ADJUSTABLE RATE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RANGE OF GROSS MARGINS (%)      LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

1.000 or Less.............           1    $      108,800       0.02%     $  108,800      9.250%      360.00         513        85.0%
2.001 - 3.000.............           1           203,630       0.04         203,630      6.500       358.00         644        78.5
3.001 - 4.000.............           2           271,171       0.06         135,586      6.061       358.61         687        80.0
4.001 - 5.000.............         121        20,745,166       4.49         171,448      6.157       359.37         628        70.5
5.001 - 6.000.............         967       148,180,664      32.07         153,238      6.996       359.34         613        74.2
6.001 - 7.000.............       1,188       165,708,096      35.86         139,485      7.557       359.24         605        75.8
7.001 - 8.000.............         924       126,837,398      27.45         137,270      8.205       359.20         584        77.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============


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

(1) The weighted average Gross Margin for the Adjustable Rate Group 2 Mortgage
    Loans in the Statistical Calculation Pool as of the Cut-off Date was
    approximately 6.466%.


                                      A-21


       NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
NEXT ADJUSTMENT DATE            LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

February 2005.............           2    $      160,498       0.03%     $   80,249      6.640%      359.00         648        80.0%
March 2006................           1            91,165       0.02          91,165      7.250       354.00         656        80.0
April  2006...............           1           127,357       0.03         127,357      6.875       355.00         616       100.0
May 2006..................           4           474,545       0.10         118,636      7.516       356.00         566        77.9
June 2006.................          17         2,946,200       0.64         173,306      6.865       357.00         604        80.5
July 2006.................          90        14,040,243       3.04         156,003      7.162       358.00         617        77.6
August 2006...............         130        19,029,513       4.12         146,381      7.420       359.02         607        76.1
September 2006............          63        10,300,785       2.23         163,505      7.362       360.00         607        76.1
October 2006..............           6         1,277,300       0.28         212,883      7.826       360.00         589        71.3
May 2007..................           3           213,705       0.05          71,235      7.027       356.00         636        68.0
June 2007.................           9         1,188,749       0.26         132,083      7.390       357.00         606        73.6
July 2007.................         408        56,674,354      12.27         138,908      7.643       358.00         607        75.8
August 2007...............       1,174       163,955,018      35.48         139,655      7.599       359.01         601        75.3
September 2007............       1,082       159,196,241      34.45         147,131      7.442       360.00         602        75.4
October 2007..............         214        32,379,254       7.01         151,305      7.206       360.00         598        76.7
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============


------------
(1) The weighted average next adjustment date for the Adjustable Rate Group 2
    Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date is
    July 2007.



      MAXIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MAXIMUM MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

10.501 - 11.000...........           2    $      342,402       0.07%     $  171,201      5.742%      359.00         711        80.0%
11.001 - 11.500...........           3           551,521       0.12         183,840      6.029       358.73         617        71.4
11.501 - 12.000...........          16         2,888,701       0.63         180,544      5.927       358.62         665        74.9
12.001 - 12.500...........          48         8,934,955       1.93         186,145      6.078       358.96         637        76.7
12.501 - 13.000...........         170        29,792,361       6.45         175,249      6.220       359.23         633        73.5
13.001 - 13.500...........         382        65,728,740      14.23         172,065      6.525       359.27         621        73.7
13.501 - 14.000...........         609        94,816,435      20.52         155,692      6.932       359.28         612        74.4
14.001 - 14.500...........         508        74,270,515      16.07         146,202      7.358       359.30         604        75.4
14.501 - 15.000...........         564        77,386,302      16.75         137,210      7.806       359.31         600        75.8
15.001 - 15.500...........         338        46,110,398       9.98         136,421      8.329       359.28         585        78.5
15.501 - 16.000...........         253        31,928,456       6.91         126,199      8.800       359.23         565        78.7
16.001 - 16.500...........          87         9,378,779       2.03         107,802      9.356       359.25         562        78.1
16.501 - 17.000...........          82         8,238,536       1.78         100,470      9.806       359.20         559        77.4
17.001 - 17.500...........          37         3,602,979       0.78          97,378     10.336       358.97         554        78.2
17.501 - 18.000...........          43         3,691,273       0.80          85,844     10.866       359.45         546        79.5
18.001 - 18.500...........          27         2,166,645       0.47          80,246     11.368       359.33         543        77.2
18.501 - 19.000...........          21         1,370,784       0.30          65,275     11.842       359.08         549        83.8
19.001 - 19.500...........           6           310,659       0.07          51,777     12.303       359.79         530        64.9
Greater than 19.500.......           8           544,486       0.12          68,061     12.768       359.01         536        79.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============

------------
(1) The weighted average Maximum Mortgage Rate for the Adjustable Rate Group 2
    Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date
    was approximately 14.387%.


                                      A-22



    INITIAL PERIODIC RATE CAP FOR THE ADJUSTABLE RATE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
INITIAL PERIODIC RATE          MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CAP (%)                         LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

1.000.....................          24    $    3,302,092       0.71%     $  137,587      7.764%      359.01         612        78.9%
1.500.....................       2,805       399,378,780      86.44         142,381      7.537       359.36         600        75.4
2.000.....................          15         2,041,422       0.44         136,095      7.338       358.37         613        82.5
3.000.....................         360        57,332,632      12.41         159,257      7.161       358.64         617        77.1
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============


------------
(1) The weighted average Initial Periodic Rate Cap for the Adjustable Rate Group
    2 Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date
    was approximately 1.685%.


   SUBSEQUENT PERIODIC RATE CAP FOR THE ADJUSTABLE RATE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
SUBSEQUENT PERIODIC RATE       MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CAP (%)                         LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

1.000.....................         316     $  51,522,459      11.15%      $ 163,046       7.194%      358.71        616        77.1%
1.500.....................       2,885       410,152,780      88.77         142,167       7.528       359.34        601        75.4
2.000.....................           1           124,509       0.03         124,509       8.125       358.00        637        80.0
3.000.....................           2           255,178       0.06         127,589       8.332       358.00        572        86.1
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212       7.491%      359.27        603        75.6%
                              ==========  ==============   ============


------------
(1) The weighted average Subsequent Periodic Rate Cap for the Adjustable Rate
    Group 2 Mortgage Loans in the Statistical Calculation Pool as of the Cut-off
    Date was approximately 1.445%.


      MINIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MINIMUM MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------   ----------   ---------   ----------   ----------  --------

2.001 -  3.000............           1      $     64,542       0.01%      $   64,542      6.033%      356.00        701        80.0%
4.001 -  5.000............           2           268,402       0.06          134,201      5.091       359.00        684        78.1
5.001 -  6.000............         146        26,342,524       5.70          180,428      5.878       359.35        638        73.3
6.001 -  7.000............         953       155,559,061      33.67          163,231      6.655       359.30        619        73.8
7.001 -  8.000............       1,188       171,499,130      37.12          144,360      7.574       359.24        603        75.9
8.001 -  9.000............         604        78,899,741      17.08          130,629      8.516       359.23        576        78.6
9.001 - 10.000.............        168        17,734,699       3.84          105,564      9.560       359.23        560        77.5
Greater than 10.000.......         142        11,686,827       2.53           82,302     11.037       359.22        548        78.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204      $462,054,927     100.00%      $  144,212      7.491%      359.27        603        75.6%
                              ==========  ==============   ============

------------
(1) The weighted average Minimum Mortgage Rate for the Adjustable Rate Group 2
    Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date
    was approximately 7.478%.


                                      A-23



          TYPES OF MORTGAGED PROPERTIES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
PROPERTY TYPE                   LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Single-Family Residence...       2,492     $ 348,118,141      75.34%      $ 139,694      7.555%       359.27        599        75.3%
Planned Unit Development..         443        73,061,590      15.81         164,925      7.222        359.24        612        77.8
Low-Rise Condominium......         184        25,094,020       5.43         136,381      7.460        359.24        614        76.0
Two Family Home...........          63        11,475,697       2.48         182,154      7.387        359.43        615        71.4
Three Family Home.........           6         1,520,977       0.33         253,496      6.966        359.69        597        66.0
Four Family Home..........           6         1,366,935       0.30         227,822      7.477        359.44        611        74.0
High Rise Condominium.....           8         1,272,475       0.28         159,059      7.234        358.80        662        80.3
Manufactured Housing......           2           145,092       0.03          72,546     10.754        359.00        610        73.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204     $ 462,054,927     100.00%      $ 144,212      7.491%       359.27        603        75.6%
                              ==========  ==============   ============




                 OCCUPANCY TYPES FOR THE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
OCCUPANCY TYPE                  LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Owner Occupied............       3,159    $  456,504,256      98.80%     $  144,509      7.488%      359.26         602        75.7%
Investment Property.......          37         4,757,774       1.03         128,588      7.657       359.40         628        68.6
Second Home...............           8           792,897       0.17          99,112      8.297       358.98         581        61.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============

------------
(1) Based on representations by the Mortgagors at the time of origination of the
    related Mortgage Loans.



                  LOAN PURPOSES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
LOAN PURPOSE                    LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Purchase..................       1,652    $  225,117,778      48.72%     $  136,270      7.364%      359.19         635        80.9%
Refinance - Cash Out......       1,383       213,232,178      46.15         154,181      7.614       359.36         570        70.1
Refinance - Rate/Term.....         169        23,704,970       5.13         140,266      7.592       359.12         587        75.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============



                                      A-24


             CREDIT GRADE CATEGORIES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CREDIT GRADE CATEGORY           LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

A.........................       2,323     $ 331,761,165      71.80%      $ 142,816      7.357%      359.25         619        77.9%
A-........................         127        19,474,140       4.21         153,340      7.546       359.36         566        72.7
B.........................         269        39,954,267       8.65         148,529      7.802       359.29         564        71.5
C.........................         325        47,395,537      10.26         145,832      7.899       359.25         555        68.5
C-........................         105        15,652,848       3.39         149,075      7.895       359.34         572        69.4
D.........................          55         7,816,970       1.69         142,127      8.178       359.46         550        63.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
        Total/Avg./Wtd. Avg.     3,204     $ 462,054,927     100.00%      $ 144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============



     RANGE OF MONTHS TO NEXT ADJUSTABLE DATE FOR THE ADJUSTABLE RATE GROUP 2
               MORTGAGE LOANS IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MONTHS TO NEXT        MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
ADJUSTABLE DATE                 LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 0 -  6...................           2     $     160,498       0.03%      $  80,249      6.640%      359.00         648        80.0%
19 - 24...................           1            91,165       0.02          91,165      7.250       354.00         656        80.0
25 - 31...................         311        48,195,943      10.43         154,971      7.309       358.80         609        76.8
32 - 37...................       2,890       413,607,321      89.51         143,117      7.513       359.32         602        75.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204     $ 462,054,927     100.00%      $ 144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============



             LOAN DOCUMENTATION TYPE FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
DOCUMENTATION TYPE              LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Full Documentation........       2,013    $  282,236,808      61.08%     $  140,207      7.519%      359.34         585        75.6%
Stated Income.............       1,191       179,818,119      38.92         150,981      7.448       359.16         630        75.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       3,204    $  462,054,927     100.00%     $  144,212      7.491%      359.27         603        75.6%
                              ==========  ==============   ============



                                      A-25



                                  LOAN GROUP 3

              MORTGAGE LOAN PROGRAMS FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
LOAN PROGRAM                    LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

30 Year 6-Month LIBOR.....           4     $     330,114       0.15%      $  82,529      7.505%      350.21         616        83.1%
2/28 6-Month LIBOR........         198        28,911,159      12.73         146,016      8.528       358.62         576        79.3
2/28 6-Month LIBOR -
   Interest Only..........          37         8,925,359       3.93         241,226      7.316       358.59         606        81.5
3/27 6-Month LIBOR........         842       145,050,923      63.84         172,270      8.040       359.02         578        76.5
3/27 6-Month LIBOR -
   Interest Only..........         165        43,981,096      19.36         266,552      7.086       359.13         605        79.1
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============




         ORIGINAL TERM TO STATED MATURITY FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
ORIGINAL TERM (MONTHS)          LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

ARM 360...................       1,246    $  227,198,652     100.00%     $  182,342      7.888%      358.96         584        77.5%
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246    $  227,198,652     100.00%     $  182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============



         MORTGAGE LOAN PRINCIPAL BALANCES FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MORTGAGE LOAN         MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
PRINCIPAL BALANCES              LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
---------------------------   ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

      $0.01 - $ 25,000.00..          1     $      24,750       0.01%      $  24,750      9.950%      360.00         528        75.0%
 $25,000.01 - $ 50,000.00..         47         2,101,963       0.93          44,723      9.171       356.16         586        71.4
 $50,000.01 - $ 75,000.00..        206        12,845,912       5.65          62,359      9.118       358.80         578        82.9
 $75,000.01 - $100,000.00..        171        14,854,251       6.54          86,867      8.666       358.84         573        78.7
$100,000.01 - $150,000.00..        270        33,148,227      14.59         122,771      8.496       358.70         579        79.5
$150,000.01 - $200,000.00..        164        28,492,322      12.54         173,734      8.306       358.82         574        78.5
$200,000.01 - $250,000.00..         91        20,328,816       8.95         223,394      8.119       358.84         581        79.4
$250,000.01 - $300,000.00..         47        13,012,313       5.73         276,858      8.406       358.68         570        79.4
$300,000.01 - $350,000.00..         57        19,100,427       8.41         335,095      7.304       359.00         597        76.7
$350,000.01 - $400,000.00..         87        32,878,103      14.47         377,909      7.113       359.23         595        75.6
$400,000.01 - $450,000.00..         44        18,772,490       8.26         426,647      7.259       359.50         608        78.5
$450,000.01 - $500,000.00..         39        18,736,104       8.25         480,413      7.133       359.24         572        72.1
$500,000.01 - $550,000.00..         12         6,318,250       2.78         526,521      7.260       359.25         590        77.9
$550,000.01 - $600,000.00..          5         2,909,250       1.28         581,850      6.668       359.80         576        74.5
$600,000.01 - $650,000.00..          3         1,938,973       0.85         646,324      7.369       359.01         590        59.3
$750,000.01 - $800,000.00..          1           786,500       0.35         786,500      6.500       360.00         622        65.3
Greater than $900,000.00...          1           950,000       0.42         950,000      6.375       358.00         621        69.1
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg...      1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============



                                      A-26


              CURRENT MORTGAGE RATES FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF CURRENT MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 5.001 -  5.500...........           3     $   1,153,050       0.51%      $ 384,350      5.446%      359.62         590        69.2%
 5.501 -  6.000...........          32         9,998,111       4.40         312,441      5.864       359.28         617        73.9
 6.001 -  6.500...........          87        25,112,060      11.05         288,644      6.339       359.08         624        74.0
 6.501 -  7.000...........         153        39,099,913      17.21         255,555      6.839       358.88         600        73.5
 7.001 -  7.500...........         112        27,159,947      11.95         242,500      7.316       358.99         597        77.9
 7.501 -  8.000...........         128        28,278,435      12.45         220,925      7.817       358.75         588        76.8
 8.001 -  8.500...........         155        25,178,624      11.08         162,443      8.313       358.94         564        78.6
 8.501 -  9.000...........         172        24,289,418      10.69         141,218      8.786       359.02         558        79.6
 9.001 -  9.500...........         173        21,230,192       9.34         122,718      9.288       358.99         560        82.7
 9.501 - 10.000...........         135        15,910,426       7.00         117,855      9.793       358.80         552        81.6
10.001 - 10.500...........          43         4,586,791       2.02         106,670     10.290       359.28         555        86.2
10.501 - 11.000...........          32         3,409,172       1.50         106,537     10.789       359.21         556        80.2
11.001 - 11.500...........           8           599,456       0.26          74,932     11.292       359.00         542        75.4
11.501 - 12.000...........          10         1,025,095       0.45         102,509     11.855       359.62         560        80.6
12.501 - 13.000...........           1            62,986       0.03          62,986     13.000       359.00         547        90.0
13.001 - 13.500...........           1            56,975       0.03          56,975     13.250       358.00         572       100.0
13.501 - 14.000...........           1            48,000       0.02          48,000     13.750       360.00         601       100.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============




        REMAINING TERMS TO STATED MATURITY FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF REMAINING TERMS       MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
(MONTHS)                        LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

181 - 300.................           2    $       71,280       0.03%     $   35,640      8.457%      284.59         597        75.0%
301 - 360.................       1,244       227,127,372      99.97         182,578      7.888       358.99         584        77.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246    $  227,198,652     100.00%     $  182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============



               LOAN-TO-VALUE RATIOS FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF LOAN-TO-VALUE         MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATIOS (%)                      LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

50.00 or Less.............          42     $   6,293,041       2.77%      $ 149,834      7.814%      359.03         562        42.3%
50.01 -   55.00...........          25         5,083,897       2.24         203,356      7.686       359.02         565        53.0
55.01 -   60.00...........          44         9,529,178       4.19         216,572      7.419       358.86         551        57.9
60.01 -   65.00...........          57        13,824,256       6.08         242,531      7.446       358.96         563        62.8
65.01 -   70.00...........          91        19,584,703       8.62         215,217      7.631       359.00         568        68.7
70.01 -   75.00...........         127        25,163,825      11.08         198,140      8.071       358.85         551        74.1
75.01 -   80.00...........         448        84,452,775      37.17         188,511      7.485       358.92         606        79.6
80.01 -   85.00...........         131        21,247,360       9.35         162,194      8.655       359.26         568        84.6
85.01 -   90.00...........         125        22,393,084       9.86         179,145      8.092       359.25         593        89.7
90.01 -   95.00...........          45         7,739,482       3.41         171,988      9.045       358.76         595        94.7
95.01 - 100.00............         111        11,887,051       5.23         107,091      9.292       358.58         602       100.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============



                                      A-27




  STATE DISTRIBUTION OF THE MORTGAGED PROPERTIES FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
STATE                           LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Alabama...................          20     $   1,846,898       0.81%      $  92,345      8.869%      359.19         582        80.8%
Arizona...................          36         5,149,109       2.27         143,031      7.598       358.46         595        81.4
Arkansas..................           2           127,971       0.06          63,986      9.929       359.59         606       100.0
California................         209        66,039,430      29.07         315,978      7.182       359.14         589        74.3
Colorado..................          21         3,445,162       1.52         164,055      6.944       359.02         599        77.5
Connecticut...............          16         4,097,163       1.80         256,073      8.107       359.37         560        69.6
Delaware..................           5         1,162,959       0.51         232,592      8.129       359.15         526        71.4
District of Columbia......           3           571,011       0.25         190,337      6.998       358.30         551        43.7
Florida...................         107        16,906,254       7.44         158,002      8.038       358.78         585        78.7
Georgia...................          58         9,046,426       3.98         155,973      8.447       358.94         585        82.1
Hawaii....................           1           252,782       0.11         252,782      6.750       359.00         675        72.3
Idaho.....................           4           744,295       0.33         186,074      7.553       359.29         549        61.9
Illinois..................          56         8,133,316       3.58         145,238      8.838       358.94         581        81.2
Indiana...................          32         2,765,584       1.22          86,425      8.880       358.84         563        85.1
Iowa......................           6           426,100       0.19          71,017      8.723       358.54         570        81.1
Kansas....................           6           537,872       0.24          89,645      9.780       359.12         603        83.1
Kentucky..................           8           751,226       0.33          93,903      8.468       358.14         595        88.8
Louisiana.................          14         1,859,254       0.82         132,804      8.729       358.79         581        77.0
Maine.....................           4           568,212       0.25         142,053      8.777       359.09         566        87.3
Maryland..................          44         9,721,340       4.28         220,940      8.379       359.03         571        77.4
Massachusetts.............          33         8,685,439       3.82         263,195      7.527       359.13         601        77.0
Michigan..................          90        10,315,717       4.54         114,619      8.746       358.97         564        83.3
Minnesota.................          16         3,186,054       1.40         199,128      8.305       359.01         557        75.1
Mississippi...............          14         1,872,802       0.82         133,772      8.804       359.34         556        76.2
Missouri..................          48         4,372,162       1.92          91,087      8.937       359.03         580        82.3
Nebraska..................           1            49,972       0.02          49,972      8.875       359.00         516        78.1
Nevada....................          30         7,672,279       3.38         255,743      7.670       358.62         577        79.7
New Hampshire.............          12         2,578,309       1.13         214,859      8.278       359.23         593        81.1
New Jersey................          29         5,947,226       2.62         205,077      8.374       359.25         552        74.2
New Mexico................           3           505,768       0.22         168,589      8.232       359.83         535        57.0
New York..................          30         6,284,815       2.77         209,494      7.691       359.33         601        75.0
North Carolina............          20         3,252,906       1.43         162,645      8.253       358.73         581        74.9
Ohio......................          28         2,747,377       1.21          98,121      7.959       357.75         592        82.5
Oklahoma..................          10         1,089,000       0.48         108,900      8.566       359.14         602        81.0
Oregon....................           6         1,084,120       0.48         180,687      7.988       357.77         549        77.3
Pennsylvania..............          27         4,159,038       1.83         154,038      7.913       359.03         590        76.0
Rhode Island..............           3           579,250       0.25         193,083      8.621       360.00         580        73.1
South Carolina............           9         1,620,535       0.71         180,059      8.805       358.40         586        79.7
South Dakota..............           3           266,253       0.12          88,751      9.140       357.44         543        80.0
Tennessee.................          19         2,061,063       0.91         108,477      8.567       358.00         590        91.5
Texas.....................          72         8,742,984       3.85         121,430      7.973       358.58         610        82.5
Utah......................           4           695,576       0.31         173,894      7.705       359.18         592        66.7
Vermont...................           1           311,113       0.14         311,113      7.850       357.00         636        80.0
Virginia..................          40         6,901,073       3.04         172,527      8.170       359.06         579        78.2
Washington................          25         5,585,929       2.46         223,437      7.214       358.73         609        77.7
West Virginia.............           1            88,800       0.04          88,800      8.625       360.00         530        80.0
Wisconsin.................          18         2,141,200       0.94         118,956      9.174       358.73         567        81.9
Wyoming...................           2           249,527       0.11         124,764      9.120       359.49         506        80.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
    Total/Avg./Wtd. Avg...       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============




                                      A-28



           CREDIT BUREAU RISK SCORES(1) FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF CREDIT BUREAU RISK    MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
SCORES                          LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

801 - 820.................           1     $     440,582       0.19%      $ 440,582      6.250%      359.00         801        90.0%
761 - 780.................           2           580,750       0.26         290,375      6.926       359.55         766        75.3
741 - 760.................           7         1,065,849       0.47         152,264      6.700       358.22         747        82.3
721 - 740.................           8         1,430,799       0.63         178,850      6.674       358.80         726        80.0
701 - 720.................          15         2,140,242       0.94         142,683      6.959       358.95         709        78.7
681 - 700.................          20         4,013,244       1.77         200,662      7.251       359.01         688        78.8
661 - 680.................          35         6,464,249       2.85         184,693      7.028       358.69         671        77.5
641 - 660.................          61        11,225,504       4.94         184,025      7.409       358.56         650        80.2
621 - 640.................         134        29,667,877      13.06         221,402      7.138       359.04         630        79.4
601 - 620.................         159        29,887,518      13.15         187,972      7.547       358.96         610        82.6
581 - 600.................         153        28,148,733      12.39         183,979      8.020       358.79         591        83.0
561 - 580.................         136        25,415,924      11.19         186,882      7.722       358.99         572        75.2
541 - 560.................         166        31,466,257      13.85         189,556      8.263       359.26         549        73.9
521 - 540.................         183        28,733,473      12.65         157,014      8.562       359.02         529        74.5
501 - 520.................         154        24,524,122      10.79         159,248      8.647       358.91         512        71.9
500 or Less...............          12         1,993,530       0.88         166,127      9.321       358.47         491        70.7
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============


----------
(1) The Credit Bureau Risk Scores referenced in this table with respect to
    substantially all of the Mortgage Loans in Loan Group 3 were obtained by the
    respective originators from one or more credit reporting agencies, and were
    determined at the time of origination.


            PREPAYMENT PENALTY PERIOD FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
PREPAYMENT PENALTY PERIOD      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
(MONTHS)                        LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 0........................         345     $  65,244,935      28.72%      $ 189,116      8.369%      359.18         584        77.9%
 6........................           1           396,000       0.17         396,000      8.950       360.00         557        80.0
12........................          73        17,743,629       7.81         243,063      7.708       358.91         580        77.6
24........................         132        22,768,411      10.02         172,488      7.886       358.59         581        78.9
36........................         685       119,916,269      52.78         175,060      7.647       358.95         585        77.0
60........................          10         1,129,407       0.50         112,941      8.134       355.98         622        81.7
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============




                                      A-29




          GROSS MARGINS FOR THE ADJUSTABLE RATE GROUP 3 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RANGE OF GROSS MARGINS (%)      LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

 3.001 -  4.000...........           1     $     453,584       0.20%      $ 453,584      6.875%      358.00         575        62.2%
 4.001 -  5.000...........          22         7,602,107       3.35         345,550      6.230       359.16         623        77.9
 5.001 -  6.000...........         134        42,933,220      18.90         320,397      6.633       359.07         604        74.3
 6.001 -  7.000...........         200        49,098,330      21.61         245,492      7.167       358.84         598        76.0
 7.001 -  8.000...........         159        33,121,791      14.58         208,313      7.869       358.76         588        77.1
 8.001 -  9.000...........         495        66,085,712      29.09         133,506      8.639       359.08         566        79.7
 9.001 - 10.000...........         188        23,266,904      10.24         123,760      9.648       358.97         557        80.4
10.001 - 11.000...........          37         3,871,870       1.70         104,645     10.396       358.97         550        83.4
11.001 - 12.000...........           9           708,157       0.31          78,684     11.209       358.89         544        73.9
Greater than 13.000.......           1            56,975       0.03          56,975     13.250       358.00         572       100.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============


------------
(1) The weighted average Gross Margin for the Adjustable Rate Group 3 Mortgage
    Loans in the Statistical Calculation Pool as of the Cut-off Date was
    approximately 7.415%.


       NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE GROUP 3 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
NEXT ADJUSTMENT DATE            LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

December 2004.............           1     $      59,804       0.03%      $  59,804      5.550%      357.00         645        40.1%
January 2005..............           1            33,527       0.01          33,527      7.000       274.00         600        75.0
February 2005.............           1           168,883       0.07         168,883      8.300       359.00         603       100.0
March 2005................           2           105,653       0.05          52,827      8.304       336.42         616        80.0
April 2006................           2           198,663       0.09          99,332      7.936       355.00         558        76.9
May 2006..................           2           162,583       0.07          81,292      8.298       356.00         623        97.2
June 2006.................          31         4,414,904       1.94         142,416      7.403       357.06         607        77.8
July 2006.................          72        13,258,285       5.84         184,143      8.198       358.13         583        78.9
August 2006...............          90        13,333,889       5.87         148,154      8.403       359.02         577        81.4
September 2006............          37         6,230,194       2.74         168,384      8.545       360.00         577        79.3
October 2006..............           1           238,000       0.10         238,000      9.500       360.00         626        85.0
May 2007..................           3           299,408       0.13          99,803      8.657       356.00         552        77.0
June 2007.................          61         8,483,402       3.73         139,072      7.709       357.05         603        78.8
July 2007.................         272        43,460,448      19.13         159,781      7.902       358.01         588        77.7
August 2007...............         353        65,017,507      28.62         184,186      7.924       359.01         578        76.5
September 2007............         286        62,204,815      27.38         217,499      7.691       360.00         585        77.0
October 2007..............          31         9,528,686       4.19         307,377      7.591       360.00         586        77.4
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============


------------
(1) The weighted average next adjustment date for the Adjustable Rate Group 3
    Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date is
    May 2007.


                                      A-30



      MAXIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE GROUP 3 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MAXIMUM MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

11.001 - 11.500...........           1     $     215,950       0.10%      $ 215,950      5.500%      360.00         626        80.0%
11.501 - 12.000...........           5           954,213       0.42         190,843      5.865       357.56         628        79.0
12.001 - 12.500...........          24         4,137,836       1.82         172,410      6.128       358.39         634        76.4
12.501 - 13.000...........          58        14,591,294       6.42         251,574      6.239       359.02         618        74.5
13.001 - 13.500...........         106        29,214,989      12.86         275,613      6.580       359.04         623        74.7
13.501 - 14.000...........         166        40,814,319      17.96         245,869      7.019       358.83         594        73.7
14.001 - 14.500...........         127        28,020,550      12.33         220,634      7.619       359.10         577        77.5
14.501 - 15.000...........         149        28,531,264      12.56         191,485      8.068       358.93         582        78.1
15.001 - 15.500...........         148        22,802,104      10.04         154,068      8.559       358.90         568        80.3
15.501 - 16.000...........         144        21,464,778       9.45         149,061      9.010       359.04         554        78.9
16.001 - 16.500...........         139        16,703,040       7.35         120,166      9.354       359.08         557        82.5
16.501 - 17.000...........         101        11,536,616       5.08         114,224      9.836       358.82         556        82.6
17.001 - 17.500...........          30         3,520,835       1.55         117,361     10.341       359.33         550        86.4
17.501 - 18.000...........          29         3,092,992       1.36         106,655     10.638       359.14         554        79.2
18.001 - 18.500...........           6           404,817       0.18          67,469     11.260       359.00         554        75.0
18.501 - 19.000...........          10         1,025,095       0.45         102,509     11.855       359.62         560        80.6
Greater than 19.500.......           3           167,961       0.07          55,987     13.299       358.95         571        96.2
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============

------------
(1) The weighted average Maximum Mortgage Rate for the Adjustable Rate Group 3
    Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date
    was approximately 14.657%.


    INITIAL PERIODIC RATE CAP FOR THE ADJUSTABLE RATE GROUP 3 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
INITIAL PERIODIC RATE          MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CAP (%)                         LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

1.000.....................          24     $   2,878,493       1.27%      $ 119,937      8.215%      358.80         584        79.8%
1.500.....................         754       157,641,619      69.38         209,074      7.775       359.16         583        76.9
2.000.....................          38         4,673,865       2.06         122,996      7.975       358.31         612        82.3
2.900.....................           1            95,000       0.04          95,000      8.650       360.00         621       100.0
2.950.....................           1            68,939       0.03          68,939      8.550       358.00         587        58.0
3.000.....................         427        61,752,236      27.18         144,619      8.152       358.53         585        78.7
6.000.....................           1            88,500       0.04          88,500      8.320       358.00         604       100.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============

------------
(1) The weighted average Initial Periodic Rate Cap for the Adjustable Rate Group
    3 Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date
    was approximately 1.914%.



                                      A-31


   SUBSEQUENT PERIODIC RATE CAP FOR THE ADJUSTABLE RATE GROUP 3 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
SUBSEQUENT PERIODIC RATE       MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CAP (%)                         LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

1.000.....................         416     $  57,151,424      25.15%      $ 137,383      8.108%      358.54         588        79.7%
1.500.....................         825       169,027,939      74.40         204,882      7.815       359.11         583        76.9
2.000.....................           1            86,614       0.04          86,614      6.000       359.00         617        69.4
3.000.....................           4           932,676       0.41         233,169      7.815       358.21         586        69.3
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============


------------
(1) The weighted average Subsequent Periodic Rate Cap for the Adjustable Rate
    Group 3 Mortgage Loans in Loan Group 3 as of the Cut-off Date was
    approximately 1.381%.


      MINIMUM MORTGAGE RATES FOR THE ADJUSTABLE RATE GROUP 3 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MINIMUM MORTGAGE      MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
RATES (%)                       LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

4.001 -  5.000............           2     $     647,394       0.28%      $ 323,697      8.130%      357.57         635        75.7%
5.001 -  6.000............          42        12,346,470       5.43         293,964      5.887       359.22         618        74.0
6.001 -  7.000............         240        63,860,086      28.11         266,084      6.663       358.96         608        73.6
7.001 -  8.000............         238        55,656,161      24.50         233,849      7.602       358.88         592        77.3
8.001 -  9.000............         330        49,670,767      21.86         150,517      8.578       358.98         561        79.1
9.001 - 10.000............         301        35,834,741      15.77         119,052      9.507       358.93         556        82.5
Greater than 10.000.......          93         9,183,034       4.04          98,742     10.760       359.26         556        83.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============

------------
(1) The weighted average Minimum Mortgage Rate for the Adjustable Rate Group 3
    Mortgage Loans in the Statistical Calculation Pool as of the Cut-off Date
    was approximately 7.853%.


          TYPES OF MORTGAGED PROPERTIES FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
PROPERTY TYPE                   LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Single-Family Residence...         969     $ 168,510,139      74.17%      $ 173,901      7.934%      358.99         582        77.5%
Planned Unit Development..         176        40,932,899      18.02         232,573      7.667       358.85         585        78.3
Low Rise Condominium......          73        13,015,568       5.73         178,295      7.713       359.04         602        77.7
Two Family Home...........          19         2,696,170       1.19         141,904      8.857       358.69         588        77.1
High Rise Condominium.....           4           964,784       0.42         241,196      8.793       359.08         566        73.5
Three Family Home.........           3           564,592       0.25         188,197      8.772       359.33         568        59.9
Four Family Home..........           2           514,500       0.23         257,250      7.033       358.23         631        70.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============


------------
(1) Treated as real property.


                                      A-32



                 OCCUPANCY TYPES FOR THE GROUP 3 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
OCCUPANCY TYPE                  LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Owner Occupied............       1,221    $  224,346,464      98.74%     $  183,740      7.877%      358.96         584        77.6%
Investment Property.......          18         1,807,501       0.80         100,417      8.923       358.92         595        74.3
Second Home...............           7         1,044,687       0.46         149,241      8.410       358.83         605        79.5
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246    $  227,198,652     100.00%     $  182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============

------------
(1) Based on representations by the Mortgagors at the time of origination of the
    related Mortgage Loans.


                  LOAN PURPOSES FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
LOAN PURPOSE                    LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Refinance - Cash Out......         625    $  117,574,040      51.75%     $  188,118      7.951%      359.09         565        72.8%
Purchase..................         538        97,803,668      43.05         181,791      7.772       358.85         609        83.0
Refinance - Rate/Term.....          83        11,820,944       5.20         142,421      8.217       358.62         565        79.8
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246    $  227,198,652     100.00%     $  182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============




             CREDIT GRADE CATEGORIES FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
CREDIT GRADE CATEGORY           LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

A.........................         842     $ 153,566,006      67.59%      $ 182,382      7.694%      358.91         600        80.3%
A-........................          69        12,559,663       5.53         182,024      8.092       358.80         552        73.7
B.........................         150        31,054,158      13.67         207,028      8.058       359.16         552        72.4
C.........................         149        23,310,084      10.26         156,444      8.619       359.00         546        70.0
C-........................          26         4,460,819       1.96         171,570      8.513       359.39         551        73.3
D.........................          10         2,247,922       0.99         224,792      8.845       359.62         550        71.0
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============



                                      A-33



     RANGE OF MONTHS TO NEXT ADJUSTABLE DATE FOR THE ADJUSTABLE RATE GROUP 3
               MORTGAGE LOANS IN THE STATISTICAL CALCULATION POOL



                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
RANGE OF MONTHS TO NEXT        MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
ADJUSTABLE DATE                 LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

0 - 6.....................           5     $     367,867       0.16%      $  73,573      7.736%      344.44         613        82.2%
19 - 24...................         235        37,836,518      16.65         161,006      8.242       358.61         583        79.8
32 - 37...................       1,006       188,994,267      83.18         187,867      7.817       359.06         584        77.1
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $ 227,198,652     100.00%      $ 182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============



             LOAN DOCUMENTATION TYPE FOR THE GROUP 3 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL


                                                            PERCENT OF                WEIGHTED     WEIGHTED     WEIGHTED    WEIGHTED
                                             AGGREGATE      AGGREGATE      AVERAGE     AVERAGE      AVERAGE      AVERAGE     AVERAGE
                              NUMBER OF      PRINCIPAL      PRINCIPAL      CURRENT      GROSS      REMAINING      CREDIT    LOAN-TO-
                               MORTGAGE       BALANCE        BALANCE      PRINCIPAL    MORTGAGE      TERM         BUREAU      VALUE
DOCUMENTATION TYPE              LOANS       OUTSTANDING    OUTSTANDING     BALANCE       RATE       (MONTHS)    RISK SCORE    RATIO
--------------------------    ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------

Full Documentation........         818     $  138,552,619     60.98%     $  169,380      7.946%      358.99         575        79.2%
Stated Income.............         428         88,646,033     39.02         207,117      7.796       358.92         598        74.9
                              ----------  ---------------  ------------  ----------   ---------    ----------   ----------  --------
     Total/Avg./Wtd. Avg..       1,246     $  227,198,652    100.00%     $  182,342      7.888%      358.96         584        77.5%
                              ==========  ==============   ============




                                      A-34




                                                                         ANNEX I

                      GLOBAL CLEARANCE, SETTLEMENT AND TAX
                            DOCUMENTATION PROCEDURES

     Except in certain limited circumstances, the globally offered CWABS, Inc.
Asset-Backed Certificates, Series 2004-9, (the "GLOBAL SECURITIES") will be
available only in book-entry form. Investors in the Global Securities may hold
such Global Securities through any of DTC, Clearstream, Luxembourg or Euroclear.
The Global Securities will be tradable as home market instruments in both the
European and U.S. domestic markets. Initial settlement and all secondary trades
will settle in same-day funds.

     Secondary market trading between investors holding Global Securities
through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary
way in accordance with their normal rules and operating procedures and in
accordance with conventional Eurobond practice (i.e., seven calendar day
settlement).

     Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations and prior mortgage pass-through certificate
issues.

     Secondary cross-market trading between Clearstream, Luxembourg or Euroclear
and DTC Participants holding Certificates will be effected on a
delivery-against-payment basis through the respective Depositaries of
Clearstream, Luxembourg and Euroclear (in such capacity) and as DTC
Participants.

     Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.

INITIAL SETTLEMENT

     All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, Clearstream, Luxembourg and
Euroclear will hold positions on behalf of their participants through their
respective Depositaries, which in turn will hold such positions in accounts as
DTC Participants.

     Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to prior mortgage pass-through certificate
issues. Investor securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.

     Investors electing to hold their Global Securities through Clearstream,
Luxembourg or Euroclear accounts will follow the settlement procedures
applicable to conventional Eurobonds, except that there will be no temporary
global security and no "LOCK-UP" or restricted period. Global Securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.

SECONDARY MARKET TRADING

     Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

     Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior mortgage
pass-through certificate issues in same-day funds.


                                      I-1


     Trading between Clearstream, Luxembourg and/or Euroclear Participants.
Secondary market trading between Clearstream, Luxembourg Participants or
Euroclear Participants will be settled using the procedures applicable to
conventional Eurobonds in same-day funds.

     Trading between DTC Seller and Clearstream, Luxembourg or Euroclear
Purchaser. When Global Securities are to be transferred from the account of a
DTC Participant to the account of a Clearstream, Luxembourg Participant or a
Euroclear Participant, the purchaser will send instructions to Clearstream,
Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or
Euroclear Participant at least one Business Day prior to settlement.
Clearstream, Luxembourg or Euroclear will instruct the respective Depositary, as
the case may be, to receive the Global Securities against payment. Payment will
include interest accrued on the Global Securities from and including the last
coupon payment date to and excluding the settlement date, on the basis of a
360-day year and either the actual number of days in the related accrual period
or a year consisting of twelve 30-day months, as applicable. For transactions
settling on the 31st of the month, payment will include interest accrued to and
excluding the first day of the following month. Payment will then be made by the
respective Depositary of the DTC Participant's account against delivery of the
Global Securities. After settlement has been completed, the Global Securities
will be credited to the respective clearing system and by the clearing system,
in accordance with its usual procedures, to the Clearstream, Luxembourg
Participant's or Euroclear Participant's account. The securities credit will
appear the next day (European time) and the cash debt will be back-valued to,
and the interest on the Global Securities will accrue from, the value date
(which would be the preceding day when settlement occurred in New York). If
settlement is not completed on the intended value date (i.e., the trade fails),
the Clearstream, Luxembourg or Euroclear cash debt will be valued instead as of
the actual settlement date.

     Clearstream, Luxembourg Participants and Euroclear Participants will need
to make available to the respective clearing systems the funds necessary to
process same-day funds settlement. The most direct means of doing so is to
preposition funds for settlement, either from cash on hand or existing lines of
credit, as they would for any settlement occurring within Clearstream,
Luxembourg or Euroclear. Under this approach, they may take on credit exposure
to Clearstream, Luxembourg or Euroclear until the Global Securities are credited
to their accounts one day later.

     As an alternative, if Clearstream, Luxembourg or Euroclear has extended a
line of credit to them, Clearstream, Luxembourg Participants or Euroclear
Participants can elect not to preposition funds and allow that credit line to be
drawn upon the finance settlement. Under this procedure, Clearstream, Luxembourg
Participants or Euroclear Participants purchasing Global Securities would incur
overdraft charges for one day, assuming they cleared the overdraft when the
Global Securities were credited to their accounts. However, interest on the
Global Securities would accrue from the value date. Therefore, in many cases the
investment income on the Global Securities earned during that one-day period may
substantially reduce or offset the amount of such overdraft charges, although
this result will depend on each Clearstream, Luxembourg Participant's or
Euroclear Participant's particular cost of funds.

     Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective European Depositary for the benefit of Clearstream, Luxembourg
Participants or Euroclear Participants. The sale proceeds will be available to
the DTC seller on the settlement date. Thus, to the DTC Participants a
cross-market transaction will settle no differently than a trade between two DTC
Participants.

     Trading between Clearstream, Luxembourg or Euroclear Seller and DTC
Purchaser. Due to time zone differences in their favor, Clearstream, Luxembourg
Participants and Euroclear Participants may employ their customary procedures
for transactions in which Global Securities are to be transferred by the
respective clearing system, through the respective Depositary, to a DTC
Participant. The seller will send instructions to Clearstream, Luxembourg or
Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant
at least one Business Day prior to settlement. In these cases Clearstream,
Luxembourg or Euroclear will instruct the respective Depositary, as appropriate,
to deliver the Global Securities to the DTC Participant's account against
payment. Payment will include interest accrued on the Global Securities from and
including the last coupon payment to and excluding the settlement date on the
basis of a 360-day year and either the actual number of days in the related
accrual period or a year consisting of twelve 30-day months, as applicable. For
transactions settling on the 31st of the month, payment will include interest
accrued to and excluding the first day of the following month. The payment


                                      I-2


will then be reflected in the account of the Clearstream, Luxembourg Participant
or Euroclear Participant the following day, and receipt of the cash proceeds in
the Clearstream, Luxembourg Participant's or Euroclear Participant's account
would be back-valued to the value date (which would be the preceding day, when
settlement occurred in New York). Should the Clearstream, Luxembourg Participant
or Euroclear Participant have a line of credit with its respective clearing
system and elect to be in debt in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft incurred over
that one-day period. If settlement is not completed on the intended value date
(i.e., the trade fails), receipt of the cash proceeds in the Clearstream,
Luxembourg Participant's or Euroclear Participant's account would instead be
valued as of the actual settlement date.

     Finally, day traders that use Clearstream, Luxembourg or Euroclear and that
purchase Global Securities from DTC Participants for delivery to Clearstream,
Luxembourg Participants or Euroclear Participants should note that these trades
would automatically fail on the sale side unless affirmative action were taken.
At least three techniques should be readily available to eliminate this
potential problem:

          (a) borrowing through Clearstream, Luxembourg or Euroclear for one day
     (until the purchase side of the day trade is reflected in their
     Clearstream, Luxembourg or Euroclear accounts) in accordance with the
     clearing system's customary procedures;

          (b) borrowing the Global Securities in the U.S. from a DTC Participant
     no later than one day prior to settlement, which would give the Global
     Securities sufficient time to be reflected in their Clearstream, Luxembourg
     or Euroclear account in order to settle the sale side of the trade; or

          (c) staggering the value dates for the buy and sell sides of the trade
     so that the value date for the purchase from the DTC Participant is at
     least one day prior to the value date for the sale to the Clearstream,
     Luxembourg Participant or Euroclear Participant.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

     A beneficial owner of Global Securities holding securities through
Clearstream, Luxembourg or Euroclear (or through DTC if the holder has an
address outside the U.S.) will be subject to the 30% U.S. withholding tax that
generally applies to payments of interest (including original issue discount) on
registered debt issued by U.S. Persons, unless (i) each clearing system, bank or
other financial institution that holds customers' securities in the ordinary
course of its trade or business in the chain of intermediaries between such
beneficial owner and the U.S. entity required to withhold tax complies with
applicable certification requirements and (ii) such beneficial owner takes one
of the following steps to obtain an exemption or reduced tax rate:

     Exemption for non-U.S. Persons or Reduced Rate for non-U.S. Persons
Resident in Treaty Countries (Form W-8BEN). In general, beneficial owners of
Global Securities that are non-U.S. Persons can obtain a complete exemption from
the withholding tax by filing a signed Form W-8BEN Certificate of Foreign Status
of Beneficial Owners for United States Tax Withholding. Non-U.S. Persons that
are Certificate Owners residing in a country that has a tax treaty with the
United States also can obtain an exemption or reduced tax rate (depending on the
treaty terms) by filing Form W-8BEN (Certificate of Foreign Status of Beneficial
Owners for United States Tax Withholding). If the information shown on Form
W-8BEN changes, a new Form W-8BEN must be filed within 30 days of such change.
More complex rules apply if Global Securities are held through a non-U.S.
intermediary (which includes an agent, nominee, custodian, or other person who
holds a Global Security for the account of another) or a non-U.S. flow-through
entity (which includes a partnership, trust, and certain fiscally transparent
entities).

     Exemption for non-U.S. Persons with Effectively Connected Income (Form
W-8ECI). In general, a non-U.S. Person, including a non-U.S. corporation or bank
with a U.S. branch, for which the interest income is effectively connected with
its conduct of a trade or business in the United States, can obtain an exemption
from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person's
Claim for Exemption from Withholding On Income Effectively Connected with the
Conduct of a Trade or Business in the United States). More complex rules apply
where Global Securities are held through a Non-U.S. intermediary or Non-U.S.
flow through entity.


                                      I-3


     Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).

     U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security, files by submitting the appropriate form to the person through
whom it holds (the clearing agency, in the case of persons holding directly on
the books of the clearing agency). Generally, a Form W-8BEN and a Form W-8ECI
will remain in effect for a period starting on the date the form is signed and
ending on the last day of the third succeeding calendar year unless a change in
circumstances makes any information of the form incorrect. In addition, a Form
W-8BEN furnished with a U.S. taxpayer identification number will remain in
effect until a change in circumstances makes any information of the form
incorrect, provided that the withholding agent reports on Form 1042-S at least
one payment annually to the beneficial owner who provided the form.

     The term "U.S. PERSON" means:

          (1) a citizen or resident of the United States,

          (2) a corporation or partnership (including an entity treated as a
     corporation or partnership for U.S. federal income tax purposes) organized
     in or under the laws of the United States, any State thereof or the
     District of Columbia,

          (3) an estate the income of which is includible in gross income for
     United States tax purposes, regardless of its source,

          (4) a trust if a court within the United States is able to exercise
     primary supervision of the administration of the trust and one or more
     United States persons have the authority to control all substantial
     decisions of the trust. This summary does not deal with all aspects of U.S.
     Federal income tax withholding that may be relevant to foreign holders of
     the Global Securities. Investors are advised to consult their own tax
     advisors for specific tax advice concerning their holding and disposing of
     the Global Securities, or

          (5) certain eligible trusts that elect to be taxed as U.S. persons.


                                      I-4


PROSPECTUS

                                   CWABS, INC.
                                    DEPOSITOR

                             ASSET BACKED SECURITIES
                              (ISSUABLE IN SERIES)


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

THE TRUSTS

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

o    first lien mortgage loans secured by one- to four-family residential
     properties,

o    mortgage loans secured by first and/or subordinate liens on small
     multifamily residential properties, such as rental apartment buildings or
     projects containing five to fifty residential units,

o    closed-end and/or revolving home equity loans, secured in whole or in part
     by first and/or subordinate liens on one- to four-family residential
     properties, or

o    home improvement loans, secured by first or subordinate liens on one-to
     four-family residential properties or by personal property security
     interests, and home improvement sales contracts, secured by personal
     property security interests.

THE SECURITIES

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

OFFERS OF SECURITIES

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

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

THE SEC AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

September 14, 2004



                                TABLE OF CONTENTS

Important Notice About Information in This Prospectus and
   Each Accompanying Prospectus Supplement ..................................4
Risk Factors.................................................................5
The Trust Fund..............................................................18
     General................................................................18
     The Loans..............................................................19
     Substitution of Trust Fund Assets......................................23
     Available Information..................................................23
     Incorporation of Certain Documents by Reference .......................24
     Reports to Securityholders.............................................24
Use of Proceeds.............................................................24
The Depositor...............................................................25
Loan Program................................................................25
     Underwriting Standards.................................................25
     Qualifications of Sellers..............................................26
     Representations by Sellers; Repurchases................................27
Description of the Securities...............................................28
     General................................................................29
     Distributions on Securities............................................30
     Advances...............................................................32
     Reports to Securityholders.............................................33
     Categories of Classes of Securities....................................34
     Indices Applicable to Floating Rate and Inverse Floating Rate
       Classes .............................................................37
     Book-Entry Registration of Securities..................................41
Credit Enhancement..........................................................46
     General................................................................46
     Subordination..........................................................46
     Letter of Credit.......................................................47
     Insurance Policies, Surety Bonds and Guaranties........................47
     Over-Collateralization.................................................48
     Reserve Accounts.......................................................48
     Pool Insurance Policies................................................50
     Financial Instruments..................................................51
     Cross Support..........................................................51
Yield and Prepayment Considerations.........................................52
The Agreements..............................................................54
     Assignment of the Trust Fund Assets....................................54
     Payments On Loans; Deposits to Security Account........................56
     Pre-Funding Account....................................................58
     Sub-Servicing by Sellers...............................................59
     Collection Procedures..................................................59
     Hazard Insurance.......................................................60
     Realization Upon Defaulted Loans.......................................62
     Servicing and Other Compensation and Payment of Expenses ..............63
     Evidence as to Compliance..............................................63
     Certain Matters Regarding the Master Servicer and the Depositor .......64
     Events of Default; Rights Upon Event of Default .......................65
     Amendment..............................................................67
     Termination; Optional Termination......................................69
     The Trustee............................................................70
Certain Legal Aspects of the Loans..........................................70
     General................................................................70
     Foreclosure............................................................71
     Environmental Risks....................................................73
     Rights of Redemption...................................................75
     Anti-Deficiency Legislation and Other Limitations On Lenders ..........75
     Due-On-Sale Clauses....................................................76
     Enforceability of Prepayment and Late Payment Fees ....................77
     Applicability of Usury Laws............................................77
     Home Improvement Finance...............................................77
     Servicemembers Civil Relief Act........................................79
     Junior Mortgages and Rights of Senior Mortgagees.......................79
     Other Loan Provisions and Lender Requirements..........................79
     Priority of Additional Advances........................................80
     The Title I Program....................................................80
     Consumer Protection Laws...............................................84


                                       2


Material Federal Income Tax Consequences....................................85
     General................................................................85
     Taxation of Debt Securities............................................86
     Taxation of the REMIC and Its Holders..................................91
     REMIC Expenses; Single Class REMICs....................................91
     Taxation of the REMIC..................................................92
     Taxation of Holders of Residual Interest Securities ...................93
     Administrative Matters.................................................98
     Tax Status as a Grantor Trust..........................................98
     Sale or Exchange......................................................101
     Miscellaneous Tax Aspects.............................................101
     Proposed Reporting Regulations........................................101
     Tax Treatment of Foreign Investors....................................102
     Tax Characterization of the Trust Fund as a Partnership ..............102
     Tax Consequences to Holders of the Notes..............................103
     Tax Consequences to Holders of the Certificates.......................105
Other Tax Considerations...................................................109
ERISA Considerations.......................................................109
Legal Investment...........................................................113
Method of Distribution.....................................................114
Legal Matters..............................................................115
Financial Information......................................................115
Rating.....................................................................115
Index to Defined Terms.....................................................117


                                       3


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

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

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

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

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

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

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

     If you require additional information, the mailing address of our principal
executive offices is CWABS, Inc., 4500 Park Granada, Calabasas, California 91302
and the telephone number is (818) 225-3000. For other means of acquiring
additional information about us or a series of securities, see "The Trust Fund
-- Incorporation of Certain Documents by Reference" beginning on page 21.


                                       4


                                  RISK FACTORS

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

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

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

                                   The securities will not represent an interest
                                   in the depositor, any servicer, any seller to
                                   the depositor, or anyone else except the
                                   trust fund. The only obligation of the
                                   depositor to a trust fund comes from certain
                                   representations and warranties made by it
                                   about assets transferred to the trust fund.
                                   If these representations and warranties turn
                                   out to be untrue, the depositor may be
                                   required to repurchase some of the
                                   transferred assets. CWABS, Inc., which is the
                                   depositor, does not have significant assets
                                   and is unlikely to have significant assets in
                                   the future. So if the depositor were required
                                   to repurchase a loan because of a breach of a
                                   representation, its only sources of funds for
                                   the repurchase would be:

                                   o    funds obtained from enforcing a
                                        corresponding


                                        5


                                        obligation of a seller or originator of
                                        the loan, or

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

                                   The only obligations of the master servicer
                                   to a trust fund (other than its master
                                   servicing obligations) comes from certain
                                   representations and warranties made by it in
                                   connection with its loan servicing
                                   activities. If these representations and
                                   warranties turn out to be untrue, the master
                                   servicer may be required to repurchase or
                                   substitute for some of the loans. However,
                                   the master servicer may not have the
                                   financial ability to make the required
                                   repurchase or substitution.

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

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


                                        6


                                   may suffer losses even though a credit
                                   enhancement exists and its provider does not
                                   default.

NATURE OF MORTGAGES                The mortgages and deeds of trust securing the
   Junior Status of Liens          home equity loans will be primarily junior
   Securing Home Equity Loans      liens subordinate to the rights of the
   Could Adversely Affect You      mortgagee under the related senior
                                   mortgage(s) or deed(s) of trust. Accordingly,
                                   the proceeds from any liquidation, insurance
                                   or condemnation proceeds will be available to
                                   satisfy the outstanding balance of the junior
                                   lien only to the extent that the claims of
                                   the related senior mortgagees have been
                                   satisfied in full, including any related
                                   foreclosure costs. In addition, if a junior
                                   mortgagee forecloses on the property securing
                                   a junior mortgage, it forecloses subject to
                                   any senior mortgage and must take one of the
                                   following steps to protect its interest in
                                   the property:

                                   o    pay the senior mortgage in full at or
                                        prior to the foreclosure sale, or

                                   o    assume the payments on the senior
                                        mortgage in the event the mortgagor is
                                        in default under the senior mortgage.

                                   The trust fund may effectively be prevented
                                   from foreclosing on the related property
                                   since it will have no funds to satisfy any
                                   senior mortgages or make payments due to any
                                   senior mortgagees.

                                   Some states have imposed legal limits on the
                                   remedies of a secured lender in the event
                                   that the proceeds of any sale under a deed of
                                   trust or other foreclosure proceedings are
                                   insufficient to pay amounts owed to that
                                   secured lender. In some states, including
                                   California, if a lender simultaneously
                                   originates a loan secured by a senior lien on
                                   a particular property and a loan secured by a
                                   junior lien on the same property, that lender
                                   as the holder of the junior lien may be
                                   precluded from obtaining a deficiency
                                   judgment with respect to the excess of:

                                   o    the aggregate amount owed under both the
                                        senior and junior loans over

                                   o    the proceeds of any sale under a deed of
                                        trust or other foreclosure proceedings.


                                       7


                                   See "Certain Legal Aspects of the Loans --
                                   Anti-Deficiency Legislation; Bankruptcy Laws;
                                   Tax Liens."

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

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

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

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

                                   In the case of home equity loans, declining
                                   property values could diminish or extinguish
                                   the value of a junior mortgage before
                                   reducing the value of a senior mortgage on
                                   the same property.

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

   Delays In Liquidation May       Even if the properties underlying the loans
   Adversely Affect You            held in the trust fund provide adequate
                                   security for the loans, substantial delays
                                   could occur before defaulted loans are
                                   liquidated and their proceeds are forwarded
                                   to investors. Property foreclosure actions
                                   are regulated by state statutes and rules and
                                   are subject to many of the delays and
                                   expenses of other lawsuits if defenses or
                                   counterclaims are made, sometimes requiring
                                   several years to complete. Furthermore, in
                                   some states if the proceeds of the
                                   foreclosure are insufficient to repay the
                                   loan, the borrower is not liable for the
                                   deficit. Thus, if a borrower defaults, these
                                   restrictions may impede the trust's ability
                                   to dispose of the property and obtain
                                   sufficient proceeds to repay the loan in
                                   full. In


                 8


                                   addition, the servicer will be entitled to
                                   deduct from liquidation proceeds all expenses
                                   reasonably incurred in attempting to recover
                                   on the defaulted loan, including legal fees
                                   and costs, real estate taxes, and property
                                   maintenance and preservation expenses.

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

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

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

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

                                   o    the Truth in Lending Act and its
                                        regulations, which (among other things)
                                        require disclosures to


                 9


                                        borrowers regarding the terms of loans
                                        and provide consumers who pledged their
                                        principal dwelling as collateral in a
                                        non-purchase money transaction with a
                                        right of rescission that generally
                                        extends for three days after proper
                                        disclosures are given;

                                   o    the Home Ownership and Equity Protection
                                        Act and its regulations, which (among
                                        other things) imposes additional
                                        disclosure requirements and limitations
                                        on loan terms with respect to
                                        non-purchase money, installment loans
                                        secured by the consumer's principal
                                        dwelling that have interest rates or
                                        origination costs in excess of
                                        prescribed levels;

                                   o    the Home Equity Loan Consumer Protection
                                        Act and its regulations, which (among
                                        other things) limits changes that may be
                                        made to open-end loans secured by the
                                        consumer's dwelling, and restricts the
                                        ability to accelerate balances or
                                        suspend credit privileges on such loans;

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

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

                                   o    the Federal Trade Commission's Rule on
                                        Preservation of Consumer Claims and
                                        Defenses, which generally provides that
                                        the rights of an assignee of a
                                        conditional sales contract (or of
                                        certain lenders making purchase money
                                        loans) to enforce a consumer credit
                                        obligation are subject to the claims and
                                        defenses that the consumer could assert
                                        against the seller of goods or services


                10


                                        financed in the credit transaction.

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

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

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

YOUR RISK OF LOSS MAY BE HIGHER    Multifamily lending may expose the lender to
THAN YOU EXPECT IF YOUR            a greater risk of loss than single family
SECURITIES ARE BACKED BY           residential lending. Owners of multifamily
                                   residential properties rely on


                11


MULTIFAMILY LOANS                  monthly lease payments from tenants to

                                   o    pay for maintenance and other operating
                                        expenses of those properties,

                                   o    fund capital improvements, and

                                   o    service any mortgage loan and any other
                                        debt that may be secured by those
                                        properties.

                                   Various factors, many of which are beyond the
                                   control of the owner or operator of a
                                   multifamily property, may affect the economic
                                   viability of that property.

                                   Changes in payment patterns by tenants may
                                   result from a variety of social, legal and
                                   economic factors. Economic factors include
                                   the rate of inflation, unemployment levels
                                   and relative rates offered for various types
                                   of housing. Shifts in economic factors may
                                   trigger changes in payment patterns including
                                   increased risks of defaults by tenants and
                                   higher vacancy rates. Adverse economic
                                   conditions, either local or national, may
                                   limit the amount of rent that can be charged
                                   and may result in a reduction in timely lease
                                   payments or a reduction in occupancy levels.
                                   Occupancy and rent levels may also be
                                   affected by construction of additional
                                   housing units, competition and local
                                   politics, including rent stabilization or
                                   rent control laws and policies. In addition,
                                   the level of mortgage interest rates may
                                   encourage tenants to purchase single family
                                   housing. We are unable to determine and have
                                   no basis to predict whether, or to what
                                   extent, economic, legal or social factors
                                   will affect future rental or payment
                                   patterns.

                                   The location and construction quality of a
                                   particular building may affect the occupancy
                                   level as well as the rents that may be
                                   charged for individual units. The
                                   characteristics of a neighborhood may change
                                   over time or in relation to newer
                                   developments. The effects of poor
                                   construction quality will increase over time
                                   in the form of increased maintenance and
                                   capital improvements. Even good construction
                                   will deteriorate over time if adequate
                                   maintenance is not performed in a timely
                                   fashion.


                12


YOUR RISK OF LOSS MAY BE HIGHER    The trust fund may also include home equity
THAN YOU EXPECT IF YOUR SECURITIES loans that were originated with loan-to-value
ARE BACKED BY PARTIALLY UNSECURED  ratios or combined loan-to-value ratios in
HOME EQUITY LOANS                  excess of the value of the related mortgaged
                                   property. Under these circumstances, the
                                   trust fund could be treated as a general
                                   unsecured creditor as to any unsecured
                                   portion of any related loan. In the event of
                                   a default under a loan that is unsecured in
                                   part, the trust fund will have recourse only
                                   against the borrower's assets generally for
                                   the unsecured portion of the loan, along with
                                   all other general unsecured creditors of the
                                   borrower.

YOU COULD BE ADVERSELY AFFECTED    Federal, state, and local laws and
BY VIOLATIONS OF ENVIRONMENTAL     regulations impose a wide range of
LAWS                               requirements on activities that may affect
                                   the environment, health, and safety. In
                                   certain circumstances, these laws and
                                   regulations impose obligations on owners or
                                   operators of residential properties such as
                                   those that secure the loans held in the trust
                                   fund. Failure to comply with these laws and
                                   regulations can result in fines and penalties
                                   that could be assessed against the trust as
                                   owner of the related property.

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

RATINGS OF THE SECURITIES DO NOT   Any class of securities issued under this
ASSURE THEIR PAYMENT               prospectus and the accompanying prospectus
                                   supplement may be rated by one or more
                                   nationally recognized rating agencies. A
                                   rating is based on the adequacy of the value
                                   of the trust assets and any credit
                                   enhancement for that class, and reflects the
                                   rating agency's assessment of how likely it
                                   is that holders of the class of securities
                                   will receive the payments to which they are
                                   entitled. A rating does not constitute an
                                   assessment of how likely it is that principal
                                   prepayments on the underlying loans will be
                                   made, the degree to which the rate of
                                   prepayments might differ from that originally
                                   anticipated, or the likelihood that the
                                   securities will be



                13


                                   redeemed early. A rating is not a
                                   recommendation to purchase, hold, or sell
                                   securities because it does not address the
                                   market price of the securities or the
                                   suitability of the securities for any
                                   particular investor.

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

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

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

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

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


                14


                                   and losses in any trust fund. Losses from
                                   this that are not covered by a credit
                                   enhancement will be borne, at least in part,
                                   by the holders of one or more classes of
                                   securities.

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

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

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

BANKRUPTCY OR INSOLVENCY MAY       The seller and the depositor will treat the
AFFECT THE TIMING AND AMOUNT OF    transfer of the loans held in the trust fund
DISTRIBUTIONS ON THE SECURITIES    by the seller to the depositor as a sale for
                                   accounting purposes. The depositor and the
                                   trust fund will treat the transfer of the
                                   loans from the depositor to the trust fund as
                                   a sale for accounting purposes. If these
                                   characterizations are correct, then if the
                                   seller were to become bankrupt, the loans
                                   would not be part of the seller's bankruptcy
                                   estate and would not be available to the
                                   seller's creditors. On the other hand, if the
                                   seller becomes bankrupt, its bankruptcy


                15


                                   trustee or one of its creditors may attempt
                                   to recharacterize the sale of the loans as a
                                   borrowing by the seller, secured by a pledge
                                   of the loans. Presenting this position to a
                                   bankruptcy court could prevent timely
                                   payments on the securities and even reduce
                                   the payments on the securities. Similarly, if
                                   the characterizations of the transfers as
                                   sales are correct, then if the depositor were
                                   to become bankrupt, the loans would not be
                                   part of the depositor's bankruptcy estate and
                                   would not be available to the depositor's
                                   creditors. On the other hand, if the
                                   depositor becomes bankrupt, its bankruptcy
                                   trustee or one of its creditors may attempt
                                   to recharacterize the sale of the loans as a
                                   borrowing by the depositor, secured by a
                                   pledge of the loans. Presenting this position
                                   to a bankruptcy court could prevent timely
                                   payments on the securities and even reduce
                                   the payments on the securities.

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

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


                16


THE PRINCIPAL AMOUNT OF            The market value of the assets relating to a
SECURITIES MAY EXCEED THE MARKET   series of securities at any time may be less
VALUE OF THE TRUST FUND ASSETS     than the principal amount of the securities
                                   of that series then outstanding, plus accrued
                                   interest. After an event of default and a
                                   sale of the assets relating to a series of
                                   securities, the trustee, the master servicer,
                                   the credit enhancer, if any, and any other
                                   service provider specified in the related
                                   prospectus supplement generally will be
                                   entitled to receive the proceeds of that sale
                                   to the extent of unpaid fees and other
                                   amounts owing to them under the related
                                   transaction document prior to distributions
                                   to securityholders. Upon any such sale, the
                                   proceeds may be insufficient to pay in full
                                   the principal of and interest on the
                                   securities of the related series.

                                   Certain capitalized terms are used in this
                                   prospectus to assist you in understanding the
                                   terms of the securities. The capitalized
                                   terms used in this prospectus are defined on
                                   the pages indicated under the caption "Index
                                   to Defined Terms" beginning on page 117.


                                       17


                                 THE TRUST FUND

GENERAL

     The securities of each series will represent interests in the assets of the
related trust fund, and the notes of each series will be secured by the pledge
of the assets of the related trust fund. The trust fund for each series will be
held by the trustee for the benefit of the related securityholders. Each trust
fund will consist of the trust fund assets (the "Trust Fund Assets") consisting
of a pool comprised of loans as specified in the related prospectus supplement,
together with payments relating to those loans as specified in the related
prospectus supplement.* The pool will be created on the first day of the month
of the issuance of the related series of securities or such other date specified
in the related prospectus supplement. The securities will be entitled to payment
from the assets of the related trust fund or funds or other assets pledged for
the benefit of the securityholders, as specified in the related prospectus
supplement and will not be entitled to payments in respect of the assets of any
other trust fund established by the depositor.

     The Trust Fund Assets will be acquired by the depositor, either directly or
through affiliates, from originators or sellers which may be affiliates of the
depositor (the "Sellers"), and conveyed without recourse by the depositor to the
related trust fund. Loans acquired by the depositor will have been originated in
accordance with the underwriting criteria specified below under "Loan Program --
Underwriting Standards" or as otherwise described in the related prospectus
supplement. See "Loan Program -- Underwriting Standards."

     The depositor will cause the Trust Fund Assets to be assigned to the
trustee named in the related prospectus supplement for the benefit of the
holders of the securities of the related series. The master servicer named in
the related prospectus supplement will service the Trust Fund Assets, either
directly or through other servicing institutions called sub-servicers, pursuant
to a Pooling and Servicing Agreement among the depositor, the master servicer
and the trustee with respect to a series consisting of certificates, or a sale
and servicing agreement (each, a "Master Servicing Agreement") between the
trustee and the master servicer with respect to a series consisting of
certificates and notes, and will receive a fee for such services. See "Loan
Program" and "The Agreements." With respect to loans serviced by the master
servicer through a sub-servicer, the master servicer will remain liable for its
servicing obligations under the related Agreement as if the master servicer
alone were servicing such loans.

     As used herein, "Agreement" means, with respect to a series consisting of
certificates, the Pooling and Servicing Agreement, and with respect to a series
consisting of certificates and notes, the Trust Agreement, the Indenture and the
Master Servicing Agreement, as the context requires.

     If so specified in the related prospectus supplement, a trust fund relating
to a series of securities may be a business trust formed under the laws of the
state specified in the related prospectus supplement pursuant to a trust
agreement (each, a "Trust Agreement") between the depositor and the trustee of
such trust fund.


----------
*    Whenever the terms pool, certificates, notes and securities are used in
     this prospectus, those terms will be considered to apply, unless the
     context indicates otherwise, to one specific pool and the securities of one
     series including the certificates representing undivided interests in,
     and/or notes secured by the assets of, a single trust fund consisting
     primarily of the loans in that pool. Similarly, the term "Pass- Through
     Rate" will refer to the pass-through rate borne by the certificates and the
     term interest rate will refer to the interest rate borne by the notes of
     one specific series, as applicable, and the term trust fund will refer to
     one specific trust fund.



                                       18


     With respect to each trust fund, prior to the initial offering of the
related series of securities, the trust fund will have no assets or liabilities.
No trust fund is expected to engage in any activities other than acquiring,
managing and holding of the related Trust Fund Assets and other assets
contemplated herein specified and in the related prospectus supplement and the
proceeds thereof, issuing securities and making payments and distributions
thereon and certain related activities. No trust fund is expected to have any
source of capital other than its assets and any related credit enhancement.

     The applicable prospectus supplement may provide for additional obligations
of the depositor, but if it does not, the only obligations of the depositor with
respect to a series of securities will be to obtain certain representations and
warranties from the sellers and to assign to the trustee for such series of
securities the depositor's rights with respect to such representations and
warranties. See "The Agreements -- Assignment of the Trust Fund Assets." The
obligations of the master servicer with respect to the loans will consist
principally of its contractual servicing obligations under the related Agreement
(including its obligation to enforce the obligations of the sub-servicers or
sellers, or both, as more fully described herein under "Loan Program --
Representations by Sellers; Repurchases" and "The Agreements -- Sub-Servicing By
Sellers" and "-- Assignment of the Trust Fund Assets") and its obligation, if
any, to make certain cash advances in the event of delinquencies in payments on
or with respect to the loans in the amounts described herein under "Description
of the Securities -- Advances." The obligations of the master servicer to make
advances may be subject to limitations, to the extent provided herein and in the
related prospectus supplement.

     The following is a brief description of the assets expected to be included
in the trust funds. If specific information respecting the Trust Fund Assets is
not known at the time the related series of securities initially is offered,
more general information of the nature described below will be provided in the
related prospectus supplement, and specific information will be set forth in a
report on Form 8-K to be filed with the Securities and Exchange Commission
within fifteen days after the initial issuance of such securities (the "Detailed
Description"). A copy of the Agreement with respect to each series of securities
will be attached to the Form 8-K and will be available for inspection at the
corporate trust office of the trustee specified in the related prospectus
supplement. A schedule of the loans relating to such series will be attached to
the Agreement delivered to the trustee upon delivery of the securities.

THE LOANS

     General. Loans will consist of single family loans, multifamily loans, home
equity loans or home improvement loan contracts. For purposes hereof, "home
equity loans" includes "closed-end loans" and "revolving credit line loans." If
so specified, the loans may include cooperative apartment loans ("cooperative
loans") secured by security interests in shares issued by private, non-profit,
cooperative housing corporations ("cooperatives") and in the related proprietary
leases or occupancy agreements granting exclusive rights to occupy specific
dwelling units in such cooperatives' buildings. As more fully described in the
related prospectus supplement, the loans may be "conventional" loans or loans
that are insured or guaranteed by a governmental agency such as the Federal
Housing Administration (the "FHA") or the Department of Veterans' Affairs (the
"VA").

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

     o    Interest may be payable at a fixed rate, a rate adjustable from time
          to time in relation to an index (which will be specified in the
          related prospectus supplement), a rate that is fixed for a period of


                                       19


          time or under certain circumstances and is followed by an adjustable
          rate, a rate that otherwise varies from time to time, or a rate that
          is convertible from an adjustable rate to a fixed rate. Changes to an
          adjustable rate may be subject to periodic limitations, maximum rates,
          minimum rates or a combination of the limitations. Accrued interest
          may be deferred and added to the principal of a loan for the periods
          and under the circumstances as may be specified in the related
          prospectus supplement. Loans may provide for the payment of interest
          at a rate lower than the specified interest rate borne by such loan
          (the "Loan Rate") for a period of time or for the life of the loan,
          and the amount of any difference may be contributed from funds
          supplied by the seller of the Property or another source.

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

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

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

     A trust fund may contain buydown loans that include provisions whereby a
third party partially subsidizes the monthly payments of the obligors on the
loans during the early years of the loans, the difference to be made up from a
buydown fund contributed by the third party at the time of origination of the
loan. A buydown fund will be in an amount equal either to the discounted value
or full aggregate amount of future payment subsidies. Thereafter, buydown funds
are applied to the applicable loan upon receipt by the master servicer of the
mortgagor's portion of the monthly payment on the loan. The master servicer
administers the buydown fund to ensure that the monthly allocation from the
buydown fund combined with the monthly payment received from the mortgagor
equals the scheduled monthly payment on the applicable loan. The underlying
assumption of buydown plans is that the income of the mortgagor will increase
during the buydown period as a result of normal increases in compensation and
inflation, so that the mortgagor will be able to meet the full mortgage payments
at the end of the buydown period. To the extent that this assumption as to
increased income is not fulfilled, the possibility of defaults on buydown loans
is increased. The related prospectus supplement will contain information with
respect to any Buydown Loan concerning limitations on the interest rate paid by
the mortgagor initially, on annual increases in the interest rate and on the
length of the buydown period.

     The real property which secures repayment of the loans is referred to as
the mortgaged properties. The loans will be secured by mortgages or deeds of
trust or other similar security instruments creating a


                                       20


lien on a mortgaged property. In the case of home equity loans, such liens
generally will be subordinated to one or more senior liens on the related
mortgaged properties as described in the related prospectus supplement. In
addition to being secured by mortgages on real estate the home improvement loan
contracts may also be secured by purchase money security interests in the home
improvements financed thereby. If so specified in the related prospectus
supplement, the home equity loans may include loans (primarily for home
improvement or debt consolidation purposes) that are in amounts in excess of the
value of the related mortgaged properties at the time of origination. The
mortgaged properties and the home improvements are collectively referred to
herein as the "Properties." The Properties may be located in any one of the
fifty states, the District of Columbia, Guam, Puerto Rico or any other territory
of the United States.

     Loans with certain Loan-to-Value Ratios and/or certain principal balances
may be covered wholly or partially by primary mortgage guaranty insurance
policies (each, a "Primary Mortgage Insurance Policy"). The existence, extent
and duration of any such coverage will be described in the applicable prospectus
supplement.

     The aggregate principal balance of loans secured by Properties that are
owner-occupied will be disclosed in the related prospectus supplement. The
applicable prospectus supplement may provide for the basis for representations
relating to Single Family Properties, but if it does not, the sole basis for a
representation that a given percentage of the loans is secured by Single Family
Properties that are owner-occupied will be either (i) the making of a
representation by the borrower at origination of the loan either that the
underlying Property will be used by the borrower for a period of at least six
months every year or that the borrower intends to use the Property as a primary
residence or (ii) a finding that the address of the underlying Property is the
borrower's mailing address.

     Single Family Loans. The mortgaged properties relating to single family
loans will consist of detached or semi-detached one- to four-family dwelling
units, townhouses, rowhouses, individual condominium units, individual units in
planned unit developments, manufactured housing that is permanently affixed and
treated as real property under local law, and certain other dwelling units
("Single Family Properties"). Single Family Properties may include vacation and
second homes, investment properties and leasehold interests. In the case of
leasehold interests, the applicable prospectus supplement may provide for the
leasehold term, but if it does not, the term of the leasehold will exceed the
scheduled maturity of the loan by at least five years.

     Multifamily Loans. Mortgaged properties which secure multifamily loans may
include small multifamily residential properties such as rental apartment
buildings or projects containing five to fifty residential units, including
mid-rise and garden apartments. Certain of the multifamily loans may be secured
by apartment buildings owned by cooperatives. In such cases, the cooperative
owns all the apartment units in the building and all common areas. The
cooperative is owned by tenant-stockholders who, through ownership of stock,
shares or membership certificates in the corporation, receive proprietary leases
or occupancy agreements which confer exclusive rights to occupy specific
apartments or units. Generally, a tenant-stockholder of a cooperative must make
a monthly payment to the cooperative representing such tenant-stockholder's pro
rata share of the cooperative's payments for its mortgage loan, real property
taxes, maintenance expenses and other capital or ordinary expenses. Those
payments are in addition to any payments of principal and interest the
tenant-stockholder must make on any loans to the tenant-stockholder secured by
its shares in the cooperative. The cooperative will be directly responsible for
building management and, in most cases, payment of real estate taxes and hazard
and liability insurance. A cooperative's ability to meet debt service
obligations on a multifamily loan, as well as all other operating expenses, will
be dependent in large part on the receipt of maintenance payments from the
tenant-stockholders, as well as any rental income from units the cooperative
might control. Unanticipated expenditures may in some cases have to be paid by
special assessments on the tenant-stockholders. No


                                       21


more than 5% of the aggregate Trust Fund Assets for any series, as constituted
at the time of the applicable cut-off date (measured by principal balance), will
be comprised of multifamily loans.

     Home Equity Loans. The mortgaged properties relating to home equity loans
will consist of Single Family Properties. As more fully described in the related
prospectus supplement, interest on each revolving credit line loan, excluding
introductory rates offered from time to time during promotional periods, is
computed and payable monthly on the average daily outstanding principal balance
of such loan. Principal amounts on a revolving credit line loan may be drawn
down (up to a maximum amount as set forth in the related prospectus supplement)
or repaid under each revolving credit line loan from time to time, but may be
subject to a minimum periodic payment. Except to the extent provided in the
related prospectus supplement, the trust fund will not include any amounts
borrowed under a revolving credit line loan after the cut-off date. The full
amount of a closed-end loan is advanced at the inception of the loan and
generally is repayable in equal (or substantially equal) installments of an
amount to fully amortize such loan at its stated maturity. Except to the extent
provided in the related prospectus supplement, the original terms to stated
maturity of closed-end loans will not exceed 360 months. Under certain
circumstances, under either a revolving credit line loan or a closed-end loan, a
borrower may choose an interest only payment option and is obligated to pay only
the amount of interest which accrues on the loan during the billing cycle. An
interest only payment option may be available for a specified period before the
borrower must begin paying at least the minimum monthly payment of a specified
percentage of the average outstanding balance of the loan.

     Home Improvement Loan Contracts. The Trust Fund Assets for a series of
securities may consist, in whole or in part, of home improvement loan contracts
originated by a home improvement contractor, a thrift or a commercial mortgage
banker in the ordinary course of business. The home improvements securing the
home improvement loan contracts may include, but are not limited to, replacement
windows, house siding, new roofs, swimming pools, satellite dishes, kitchen and
bathroom remodeling goods and solar heating panels. The home improvement loan
contracts will be secured by mortgages on Single Family Properties which are
generally subordinate to other mortgages on the same Property. In general, the
home improvement loan contracts will be fully amortizing and may have fixed
interest rates or adjustable interest rates and may provide for other payment
characteristics as described below and in the related prospectus supplement. The
initial Loan-to-Value Ratio of a home improvement loan contract is computed in
the manner described in the related prospectus supplement.

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

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

     o    the type of property securing the loans (e.g., single-family
          residences, individual units in condominium apartment buildings or in
          buildings owned by cooperatives, small multifamily properties, other
          real property or home improvements),

     o    the original terms to maturity of the loans,

     o    the largest principal balance and the smallest principal balance of
          any of the loans,

     o    the earliest origination date and latest maturity date of any of the
          loans,

     o    the Loan-to-Value Ratios or Combined Loan-to-Value Ratios, as
          applicable, of the loans,


                                       22


     o    the Loan Rates or annual percentage rates ("APR") or range of Loan
          Rates or APR's borne by the loans,

     o    the maximum and minimum per annum Loan Rates and

     o    the geographical distribution of the loans. If specific information
          respecting the loans is not known to the depositor at the time the
          related securities are initially offered, more general information of
          the nature described above will be provided in the detailed
          description of Trust Fund Assets.

     The "Loan-to-Value Ratio" of a loan at any given time is the fraction,
expressed as a percentage, the numerator of which is the original principal
balance of the related loan and the denominator of which is the Collateral Value
of the related Property. The "Combined Loan-to-Value Ratio" of a loan at any
given time is the ratio, expressed as a percentage, of (i) the sum of (a) the
original principal balance of the loan (or, in the case of a revolving credit
line loan, the maximum amount thereof available) and (b) the outstanding
principal balance at the date of origination of the loan of any senior mortgage
loan(s) or, in the case of any open-ended senior mortgage loan, the maximum
available line of credit with respect to such mortgage loan, regardless of any
lesser amount actually outstanding at the date of origination of the loan, to
(ii) the Collateral Value of the related Property. The "Collateral Value" of the
Property, other than with respect to certain loans the proceeds of which were
used to refinance an existing mortgage loan (each, a "Refinance Loan"), is the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such loan and (b) the sales price for such
Property. In the case of Refinance Loans, the "Collateral Value" of the related
Property is generally the appraised value thereof determined in an appraisal
obtained at the time of refinancing.

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

SUBSTITUTION OF TRUST FUND ASSETS

     Substitution of Trust Fund Assets will be permitted in the event of
breaches of representations and warranties with respect to any original Trust
Fund Asset or in the event the documentation with respect to any Trust Fund
Asset is determined by the trustee to be incomplete. The period during which
such substitution will be permitted generally will be indicated in the related
prospectus supplement.

AVAILABLE INFORMATION

     The depositor has filed with the SEC a Registration Statement under the
Securities Act of 1933, as amended, covering the securities. This prospectus,
which forms a part of the Registration Statement, and the prospectus supplement
relating to each series of certificates contain summaries of the material terms
of the documents referred to in this prospectus and in the prospectus
supplement, but do not contain all of the information in the Registration
Statement pursuant to the rules and regulations of the SEC. For


                                       23


further information, reference is made to the Registration Statement and its
exhibits. The Registration Statement and exhibits can be inspected and copied at
prescribed rates at the public reference facilities maintained by the SEC at its
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
its Regional Offices located as follows: Chicago Regional Office, 500 West
Madison Street, Chicago, Illinois 60661; and New York Regional Office, 233
Broadway, New York, New York 10279. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet Web site that contains reports, information statements and
other information regarding the registrants that file electronically with the
SEC, including the depositor. The address of that Internet Web site is
http://www.sec.gov.

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     All documents filed for the trust fund referred to in the accompanying
prospectus supplement after the date of this prospectus and before the end of
the related offering with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, are incorporated by
reference in this prospectus and are a part of this prospectus from the date of
their filing. Any statement contained in a document incorporated by reference in
this prospectus is modified or superseded for all purposes of this prospectus to
the extent that a statement contained in this prospectus (or in the accompanying
prospectus supplement) or in any other subsequently filed document that also is
incorporated by reference differs from that statement. Any statement so modified
or superseded shall not, except as so modified or superseded, constitute a part
of this prospectus. Neither the depositor nor the master servicer intends to
file with the Securities and Exchange Commission periodic reports with respect
to the trust fund following completion of the reporting period required by Rule
15d-1 or Regulation 15D under the Securities Exchange Act of 1934.

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

REPORTS TO SECURITYHOLDERS

     Periodic and annual reports concerning the trust fund will be forwarded to
securityholders. However, such reports will neither be examined nor reported on
by an independent public accountant. See "Description of the Securities --
Reports to Securityholders."

                                 USE OF PROCEEDS

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


                                       24


                                  THE DEPOSITOR

     CWABS, Inc., a Delaware corporation, the depositor, was incorporated in
August 1996 for the limited purpose of acquiring, owning and transferring Trust
Fund Assets and selling interests therein or bonds secured thereby. The
depositor is a limited purpose finance subsidiary of Countrywide Financial
Corporation, a Delaware corporation. On November 7, 2002, Countrywide Credit
Industries, Inc., the parent of Countrywide Home Loans, Inc., changed its name
to Countrywide Financial Corporation. The depositor maintains its principal
office at 4500 Park Granada, Calabasas, California 91302. Its telephone number
is (818) 225-3000.

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

                                  LOAN PROGRAM

     The loans will have been purchased by the depositor, either directly or
through affiliates, from sellers. The applicable prospectus supplement may
provide for the underwriting criteria used in originating the loans, but if it
does not, the loans so acquired by the depositor will have been originated in
accordance with the underwriting criteria specified below under "Underwriting
Standards."

UNDERWRITING STANDARDS

     The applicable prospectus supplement may provide for the seller's
representations and warranties relating to the loans, but if it does not, each
seller will represent and warrant that all loans originated and/or sold by it to
the depositor or one of its affiliates will have been underwritten in accordance
with standards consistent with those utilized by mortgage lenders generally
during the period of origination for similar types of loans. As to any loan
insured by the FHA or partially guaranteed by the VA, the seller will represent
that it has complied with underwriting policies of the FHA or the VA, as the
case may be.

     Underwriting standards are applied by or on behalf of a lender to evaluate
the borrower's credit standing and repayment ability, and the value and adequacy
of the related Property as collateral. In general, a prospective borrower
applying for a loan is required to fill out a detailed application designed to
provide to the underwriting officer pertinent credit information, including the
principal balance and payment history with respect to any senior mortgage, if
any. The applicable prospectus supplement may specify whether that credit
information will be verified by the seller, but if it does not, the credit
information supplied by the borrower will be verified by the related seller. As
part of the description of the borrower's financial condition, the borrower
generally is required to provide a current list of assets and liabilities and a
statement of income and expenses, as well as an authorization to apply for a
credit report which summarizes the borrower's credit history with local
merchants and lenders and any record of bankruptcy. In most cases, an employment
verification is obtained from an independent source (typically the borrower's
employer) which verification reports, among other things, the length of
employment with that organization and the borrower's current salary. If a
prospective borrower is self-employed, the borrower may be required to submit
copies of signed tax returns. The borrower may also be required to authorize
verification of deposits at financial institutions where the borrower has demand
or savings accounts.

     In determining the adequacy of the property to be used as collateral, an
appraisal will generally be made of each property considered for financing. The
appraiser is generally required to inspect the property, issue a report on its
condition and, if applicable, verify construction, if new, has been completed.
The appraisal is generally based on the market value of comparable homes, the
estimated rental income (if considered applicable by the appraiser) and the cost
of replacing the home. The value of


                                       25


the property being financed, as indicated by the appraisal, must be such that it
currently supports, and is anticipated to support in the future, the outstanding
loan balance.

     The maximum loan amount will vary depending upon a borrower's credit grade
and loan program but will not generally exceed $1,000,000. Variations in maximum
loan amount limits will be permitted based on compensating factors. Compensating
factors may generally include, to the extent specified in the related prospectus
supplement, low loan-to-value ratio, low debt-to-income ratio, stable
employment, favorable credit history and the nature of the underlying first
mortgage loan, if applicable.

     Each seller's underwriting standards will generally permit loans with
loan-to-value ratios at origination of up to 100% depending on the loan program,
type and use of the property, creditworthiness of the borrower and
debt-to-income ratio. If so specified in the related prospectus supplement, a
seller's underwriting criteria may permit loans with loan-to-value ratios at
origination in excess of 100%, such as for debt consolidation or home
improvement purposes. Loan-to-value ratios may not be evaluated in the case of
Title I loans.

     After obtaining all applicable employment, credit and property information,
the related seller will use a debt-to-income ratio to assist in determining
whether the prospective borrower has sufficient monthly income available to
support the payments of principal and interest on the mortgage loan in addition
to other monthly credit obligations. The "debt-to-income ratio" is the ratio of
the borrower's total monthly payments to the borrower's gross monthly income.
The maximum monthly debt-to-income ratio will vary depending upon a borrower's
credit grade and loan program but will not generally exceed 55%. Variations in
the monthly debt-to-income ratio limit will be permitted based on compensating
factors to the extent specified in the related prospectus supplement.

     In the case of a loan secured by a leasehold interest in real property, the
title to which is held by a third party lessor, the applicable prospectus
supplement may provide for the related representations and warranties of the
seller, but if it does not, the related seller will represent and warrant, among
other things, that the remaining term of the lease and any sublease is at least
five years longer than the remaining term on the loan.

     Certain of the types of loans that may be included in a trust fund are
recently developed and may involve additional uncertainties not present in
traditional types of loans. For example, certain of such loans may provide for
escalating or variable payments by the borrower. These types of loans are
underwritten on the basis of a judgment that the borrowers have the ability to
make the monthly payments required initially. In some instances, a borrower's
income may not be sufficient to permit continued loan payments as such payments
increase. These types of loans may also be underwritten primarily upon the basis
of Loan-to-Value Ratios or other favorable credit factors.

QUALIFICATIONS OF SELLERS

     Each seller will be required to satisfy the following qualifications. Each
seller must be an institution experienced in originating and servicing loans of
the type contained in the related pool in accordance with accepted practices and
prudent guidelines, and must maintain satisfactory facilities to originate and
service (either directly or through qualified subservicers) those loans. Each
seller must be a seller/servicer approved by either Fannie Mae or Freddie Mac.
Each seller must be a mortgagee approved by the FHA or an institution the
deposit accounts of which are insured by the FDIC.


                                       26


REPRESENTATIONS BY SELLERS; REPURCHASES

     Each seller will have made representations and warranties in respect of the
loans sold by such seller and evidenced by all, or a part, of a series of
securities. Such representations and warranties may include, among other things:

     o    that Title Insurance (or in the case of Properties located in areas
          where such policies are generally not available, an attorney's
          certificate of title) and any required hazard insurance policy were
          effective at origination of each loan, other than cooperative loans
          and certain home equity loans, and that each policy (or certificate of
          title as applicable) remained in effect on the date of purchase of the
          loan from the seller by or on behalf of the depositor;

     o    that the seller had good title to each such loan and such loan was
          subject to no offsets, defenses, counterclaims or rights of rescission
          except to the extent that any buydown agreement may forgive certain
          indebtedness of a borrower;

     o    that each loan constituted a valid lien on, or a perfected security
          interest with respect to, the Property (subject only to permissible
          liens disclosed, if applicable, Title Insurance exceptions, if
          applicable, and certain other exceptions described in the Agreement)
          and that the Property was free from damage and was in acceptable
          condition;

     o    that there were no delinquent tax or assessment liens against the
          Property;

     o    that no required payment on a loan was delinquent more than the number
          of days specified in the related prospectus supplement; and

     o    that each loan was made in compliance with, and is enforceable under,
          all applicable local, state and federal laws and regulations in all
          material respects.

If so specified in the related prospectus supplement, the representations and
warranties of a seller in respect of a loan will be made not as of the cut-off
date but as of the date on which such seller sold the loan to the depositor or
one of its affiliates. Under such circumstances, a substantial period of time
may have elapsed between the sale date and the date of initial issuance of the
series of securities evidencing an interest in such loan. Since the
representations and warranties of a seller do not address events that may occur
following the sale of a loan by such seller, its repurchase obligation described
below will not arise if the relevant event that would otherwise have given rise
to such an obligation with respect to a loan occurs after the date of sale of
such loan by such seller to the depositor or its affiliates. However, the
depositor will not include any loan in the trust fund for any series of
securities if anything has come to the depositor's attention that would cause it
to believe that the representations and warranties of a seller will not be
accurate and complete in all material respects in respect of such loan as of the
date of initial issuance of the related series of securities. If the master
servicer is also a seller of loans with respect to a particular series of
securities, such representations will be in addition to the representations and
warranties made by the master servicer in its capacity as a master servicer.

     The master servicer or the trustee, if the master servicer is the seller,
will promptly notify the relevant seller of any breach of any representation or
warranty made by it in respect of a loan which materially and adversely affects
the interests of the securityholders in such loan. If such seller cannot cure
such breach within 90 days following notice from the master servicer or the
trustee, as the case may be, the applicable prospectus supplement may provide
for the seller's obligations under those circumstances, but if it does not, then
such seller will be obligated either


                                       27


     o    to repurchase such loan from the trust fund at a price (the "Purchase
          Price") equal to 100% of the unpaid principal balance thereof as of
          the date of the repurchase plus accrued interest thereon to the first
          day of the month following the month of repurchase at the Loan Rate
          (less any Advances or amount payable as related servicing compensation
          if the seller is the master servicer) or

     o    substitute for such loan a replacement loan that satisfies the
          criteria specified in the related prospectus supplement.

If a REMIC election is to be made with respect to a trust fund, the applicable
prospectus supplement may provide for the obligations of the master servicer or
residual certificateholder, but if it does not, the master servicer or a holder
of the related residual certificate generally will be obligated to pay any
prohibited transaction tax which may arise in connection with any such
repurchase or substitution and the trustee must have received a satisfactory
opinion of counsel that such repurchase or substitution will not cause the trust
fund to lose its status as a REMIC or otherwise subject the trust fund to a
prohibited transaction tax. The master servicer may be entitled to reimbursement
for any such payment from the assets of the related trust fund or from any
holder of the related residual certificate. See "Description of the Securities
-- General." Except in those cases in which the master servicer is the seller,
the master servicer will be required under the applicable Agreement to enforce
this obligation for the benefit of the trustee and the holders of the
securities, following the practices it would employ in its good faith business
judgment were it the owner of such loan. This repurchase or substitution
obligation will constitute the sole remedy available to holders of securities or
the trustee for a breach of representation by a seller.

     Neither the depositor nor the master servicer (unless the master servicer
is the seller) will be obligated to purchase or substitute a loan if a seller
defaults on its obligation to do so, and no assurance can be given that sellers
will carry out their respective repurchase or substitution obligations with
respect to loans. However, to the extent that a breach of a representation and
warranty of a seller may also constitute a breach of a representation made by
the master servicer, the master servicer may have a repurchase or substitution
obligation as described below under "The Agreements -- Assignment of Trust Fund
Assets."

                          DESCRIPTION OF THE SECURITIES

     Each series of certificates will be issued pursuant to separate agreements
(each, a "Pooling and Servicing Agreement" or a "Trust Agreement") among the
depositor, the master servicer and the trustee. A form of Pooling and Servicing
Agreement and Trust Agreement has been filed as an exhibit to the Registration
Statement of which this prospectus forms a part. Each series of notes will be
issued pursuant to an indenture (the "Indenture") between the related trust fund
and the entity named in the related prospectus supplement as trustee with
respect to such series, and the related loans will be serviced by the master
servicer pursuant to a Master Servicing Agreement. A form of Indenture and
Master Servicing Agreement has been filed as an exhibit to the Registration
Statement of which this prospectus forms a part. A series of securities may
consist of both notes and certificates. Each Agreement, dated as of the related
cut-off date, will be among the depositor, the master servicer and the trustee
for the benefit of the holders of the securities of such series. The provisions
of each Agreement will vary depending upon the nature of the securities to be
issued thereunder and the nature of the related trust fund. The following are
descriptions of the material provisions which may appear in each Agreement. The
descriptions are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Agreement for each series of securities and the
applicable prospectus supplement. The depositor will provide a copy of the
Agreement (without exhibits) relating to any series without charge upon written
request of a holder of record of a security of such series addressed to CWABS,
Inc., 4500 Park Granada, Calabasas, California 91302, Attention: Secretary.


                                       28


GENERAL

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

     o    the Trust Fund Assets, as from time to time are subject to the related
          Agreement (exclusive of any amounts specified in the related
          prospectus supplement ("Retained Interest")), including all payments
          of interest and principal received with respect to the loans after the
          cut-off date (to the extent not applied in computing the principal
          balance of such loans as of the cut-off date (the "Cut-off Date
          Principal Balance"));

     o    the assets required to be deposited in the related Security Account
          from time to time;

     o    property which secured a loan and which is acquired on behalf of the
          securityholders by foreclosure or deed in lieu of foreclosure and

     o    any insurance policies or other forms of credit enhancement required
          to be maintained pursuant to the related Agreement.

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

     Each series of securities will be issued in one or more classes. Each class
of certificates of a series will evidence beneficial ownership of a specified
percentage (which may be 0%) or portion of future interest payments and a
specified percentage (which may be 0%) or portion of future principal payments
on, and each class of notes of a series will be secured by, the related Trust
Fund Assets. A series of securities may include one or more classes that are
senior in right to payment to one or more other classes of securities of such
series. Certain series or classes of securities may be covered by insurance
policies, surety bonds or other forms of credit enhancement, in each case as
described under "Credit Enhancement" herein and in the related prospectus
supplement. One or more classes of securities of a series may be entitled to
receive distributions of principal, interest or any combination thereof.
Distributions on one or more classes of a series of securities may be made prior
to one or more other classes, after the occurrence of specified events, in
accordance with a schedule or formula or on the basis of collections from
designated portions of the related Trust Fund Assets, in each case as specified
in the related prospectus supplement. The timing and amounts of such
distributions may vary among classes or over time as specified in the related
prospectus supplement.

     Distributions of principal and interest (or, where applicable, of principal
only or interest only) on the related securities will be made by the trustee on
each distribution date (i.e., monthly, quarterly, semi-annually or at such other
intervals and on the dates as are specified in the related prospectus
supplement) in proportion to the percentages specified in the related prospectus
supplement. Distributions will be made to the persons in whose names the
securities are registered at the close of business on the dates specified in the
related prospectus supplement (each, a "Record Date"). Distributions will be
made in the manner specified in the related prospectus supplement to the persons
entitled thereto at the address


                                       29


appearing in the register maintained for holders of securities (the "Security
Register"); provided, however, that the final distribution in retirement of the
securities will be made only upon presentation and surrender of the securities
at the office or agency of the trustee or other person specified in the notice
to securityholders of such final distribution.

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

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

     As to each series, an election may be made to treat the related trust fund
or designated portions thereof as a "real estate mortgage investment conduit" or
REMIC as defined in the Code. The related prospectus supplement will specify
whether a REMIC election is to be made. Alternatively, the Agreement for a
series may provide that a REMIC election may be made at the discretion of the
depositor or the master servicer and may only be made if certain conditions are
satisfied. As to any such series, the terms and provisions applicable to the
making of a REMIC election will be set forth in the related prospectus
supplement. If such an election is made with respect to a series, one of the
classes will be designated as evidencing the sole class of "residual interests"
in the related REMIC, as defined in the Code. All other classes of securities in
such a series will constitute "regular interests" in the related REMIC, as
defined in the Code. As to each series with respect to which a REMIC election is
to be made, the master servicer or a holder of the related residual certificate
will be obligated to take all actions required in order to comply with
applicable laws and regulations and will be obligated to pay any prohibited
transaction taxes. The master servicer, unless otherwise provided in the related
prospectus supplement, will be entitled to reimbursement for any such payment
from the assets of the trust fund or from any holder of the related residual
certificate.

DISTRIBUTIONS ON SECURITIES

     General. In general, the method of determining the amount of distributions
on a particular series of securities will depend on the type of credit support,
if any, that is used with respect to such series. See "Credit Enhancement." Set
forth below are descriptions of various methods that may be used to determine
the amount of distributions on the securities of a particular series. The
prospectus supplement for each series of securities will describe the method to
be used in determining the amount of distributions on the securities of such
series.

     Distributions allocable to principal and interest on the securities will be
made by the trustee out of, and only to the extent of, funds in the related
Security Account, including any funds transferred from any


                                       30


reserve fund or the pre-funding account. As between securities of different
classes and as between distributions of principal (and, if applicable, between
distributions of Principal Prepayments, as defined below, and scheduled payments
of principal) and interest, distributions made on any distribution date will be
applied as specified in the related prospectus supplement. The prospectus
supplement will also describe the method for allocating distributions among
securities of a particular class.

     Available Funds. All distributions on the securities of each series on each
distribution date will be made from the Available Funds described below, in
accordance with the terms described in the related prospectus supplement and
specified in the Agreement. "Available Funds" for each distribution date will
generally equal the amount on deposit in the related Security Account on such
distribution date (net of related fees and expenses payable by the related trust
fund) other than amounts to be held therein for distribution on future
distribution dates.

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

     Interest payable on the securities of a series on a distribution date will
include all interest accrued during the period specified in the related
prospectus supplement. In the event interest accrues over a period ending two or
more days prior to a distribution date, the effective yield to securityholders
will be reduced from the yield that would otherwise be obtainable if interest
payable on the security were to accrue through the day immediately preceding
such distribution date, and the effective yield (at par) to securityholders will
be less than the indicated coupon rate.

     With respect to any class of accrual securities, if specified in the
related prospectus supplement, any interest that has accrued but is not paid on
a given distribution date will be added to the aggregate Class Security Balance
of such class of securities on that distribution date. Distributions of interest
on any class of accrual securities will commence only after the occurrence of
the events specified in such prospectus supplement. Prior to such time, the
beneficial ownership interest in the trust fund or the principal balance, as
applicable, of such class of accrued securities, as reflected in the aggregate
Class Security Balance of such class of accrual securities, will increase on
each distribution date by the amount of interest that accrued on such class of
accrual securities 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 securities will thereafter accrue interest on its outstanding
Class Security Balance as so adjusted.

     Distributions of Principal. The related prospectus supplement will specify
the method by which the amount of principal to be distributed on the securities
on each distribution date will be calculated and the


                                       31


manner in which such amount will be allocated among the classes of securities
entitled to distributions of principal. The aggregate Class Security Balance of
any class of securities entitled to distributions of principal generally will be
the aggregate original Class Security Balance of such class of securities
specified in such prospectus supplement, reduced by all distributions reported
to the holders of such securities as allocable to principal and,

     o    in the case of accrual securities, in general, increased by all
          interest accrued but not then distributable on such accrual
          securities; and

     o    in the case of adjustable rate securities, subject to the effect of
          negative amortization, if applicable.

     If so provided in the related prospectus supplement, one or more classes of
securities will be entitled to receive all or a disproportionate percentage of
the payments of principal which are received from borrowers in advance of their
scheduled due dates and are not accompanied by amounts representing scheduled
interest due after the month of such payments ("Principal Prepayments") in the
percentages and under the circumstances or for the periods specified in such
prospectus supplement. Any such allocation of Principal Prepayments to such
class or classes of securities will have the effect of accelerating the
amortization of such securities while increasing the interests evidenced by one
or more other classes of securities in the trust fund. Increasing the interests
of the other classes of securities relative to that of certain securities is
intended to preserve the availability of the subordination provided by such
other securities. See "Credit Enhancement -- Subordination."

     Unscheduled Distributions. If specified in the related prospectus
supplement, the securities will be subject to receipt of distributions before
the next scheduled distribution date under the circumstances and in the manner
described below and in the prospectus supplement. If applicable, the trustee
will be required to make unscheduled distributions on the day and in the amount
specified in the related prospectus supplement if, due to substantial payments
of principal (including Principal Prepayments) on the Trust Fund Assets, the
trustee or the master servicer determines that the funds available or
anticipated to be available from the Security Account and, if applicable, any
reserve fund, may be insufficient to make required distributions on the
securities on that distribution date. The applicable prospectus supplement may
provide for limits on the amount of an unscheduled distribution, but if it does
not, the amount of any unscheduled distribution that is allocable to principal
will not exceed the amount that would otherwise have been required to be
distributed as principal on the securities on the next distribution date. The
applicable prospectus supplement may specify whether the unscheduled
distribution will include interest, but if it does not, the unscheduled
distributions will include interest at the applicable Pass-Through Rate (if any)
or interest rate (if any) on the amount of the unscheduled distribution
allocable to principal for the period and to the date specified in the
prospectus supplement.

ADVANCES

     To the extent provided in the related prospectus supplement, the master
servicer will be required to advance on or before each distribution date (from
its own funds, funds advanced by sub-servicers or funds held in the Security
Account for future distributions to the holders of securities of the related
series), an amount equal to the aggregate of payments of interest and/or
principal that were delinquent on the related Determination Date (as such term
is defined in the related prospectus supplement) and were not advanced by any
sub-servicer, subject to the master servicer's determination that such advances
may be recoverable out of late payments by borrowers, Liquidation Proceeds,
Insurance Proceeds or otherwise. In the case of cooperative loans, the master
servicer also may be required to advance any unpaid maintenance fees and other
charges under the related proprietary leases as specified in the related
prospectus supplement.


                                       32


     In making advances, the master servicer will endeavor to maintain a regular
flow of scheduled interest and principal payments to holders of the securities,
rather than to guarantee or insure against losses. If advances are made by the
master servicer from cash being held for future distribution to securityholders,
the master servicer will replace such funds on or before any future distribution
date to the extent that funds in the applicable Security Account on such
distribution date would be less than the amount required to be available for
distributions to securityholders on such date. Any master servicer funds
advanced will be reimbursable to the master servicer out of recoveries on the
specific loans with respect to which such advances were made (e.g., late
payments made by the related borrower, any related Insurance Proceeds,
Liquidation Proceeds or proceeds of any loan purchased by the depositor, a
sub-servicer or a seller pursuant to the related Agreement). Advances by the
master servicer (and any advances by a sub-servicer) also will be reimbursable
to the master servicer (or sub-servicer) from cash otherwise distributable to
securityholders (including the holders of Senior securities) to the extent that
the master servicer determines that any such advances previously made are not
ultimately recoverable as described above. To the extent provided in the related
prospectus supplement, the master servicer also will be obligated to make
advances, to the extent recoverable out of Insurance Proceeds, Liquidation
Proceeds or otherwise, in respect of certain taxes and insurance premiums not
paid by borrowers on a timely basis. Funds so advanced are reimbursable to the
master servicer to the extent permitted by the related Agreement. The
obligations of the master servicer to make advances may be supported by a cash
advance reserve fund, a surety bond or other arrangement of the type described
herein under "Credit Enhancement," in each case as described in the related
prospectus supplement.

     In the event the master servicer or a sub-servicer fails to make a required
advance, the applicable prospectus supplement may specify whether another party
will have advancing obligations, but if it does not, the trustee will be
obligated to make such advance in its capacity as successor servicer. If the
trustee makes such an advance, it will be entitled to be reimbursed for such
advance to the same extent and degree as the master servicer or a sub-servicer
is entitled to be reimbursed for advances. See "Description of the Securities --
Distributions on Securities."

REPORTS TO SECURITYHOLDERS

     Prior to or concurrently with each distribution on a distribution date the
master servicer or the trustee will furnish to each securityholder of record of
the related series a statement setting forth, to the extent applicable to such
series of securities, among other things:

     o    the amount of such distribution allocable to principal, separately
          identifying the aggregate amount of any Principal Prepayments and if
          so specified in the related prospectus supplement, any applicable
          prepayment penalties included therein;

     o    the amount of such distribution allocable to interest;

     o    the amount of any advance;

     o    the aggregate amount (a) otherwise allocable to the Subordinated
          Securityholders on such distribution date, and (b) withdrawn from the
          reserve fund or the pre-funding account, if any, that is included in
          the amounts distributed to the Senior Securityholders;

     o    the outstanding principal balance or notional amount of each class of
          the related series after giving effect to the distribution of
          principal on such distribution date;

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


                                       33


     o    the percentage of Principal Prepayments on the loans, if any, which
          each such class will be entitled to receive on the following
          distribution date;

     o    the related amount of the servicing compensation retained or withdrawn
          from the Security Account by the master servicer, and the amount of
          additional servicing compensation received by the master servicer
          attributable to penalties, fees, excess Liquidation Proceeds and other
          similar charges and items;

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

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

     o    the Pass-Through Rate or interest rate, as applicable, if adjusted
          from the date of the last statement, of any such class expected to be
          applicable to the next distribution to such class;

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

     o    the Pass-Through Rate or interest rate, as applicable, as of the day
          prior to the immediately preceding distribution date; and

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

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

     In addition, within a reasonable period of time after the end of each
calendar year, the master servicer or the trustee will mail to each
securityholder of record at any time during such calendar year a report (a) as
to the aggregate of amounts reported pursuant to (i) and (ii) above for such
calendar year or, in the event such person was a securityholder of record during
a portion of such calendar year, for the applicable portion of such year and (b)
such other customary information as may be deemed necessary or desirable for
securityholders to prepare their tax returns.

CATEGORIES OF CLASSES OF SECURITIES

     The securities of any series may be comprised of one or more classes. Such
classes, in general, fall into different categories. The following chart
identifies and generally defines certain of the more typical categories. The
prospectus supplement for a series of securities may identify the classes which
comprise such series by reference to the following categories.

    CATEGORIES OF CLASSES                            DEFINITION
                                                   PRINCIPAL TYPES

Accretion Directed..............  A class that receives principal payments from
                                  the accreted interest from specified Accrual
                                  classes. An accretion directed class also may


                                       34


                                  receive principal payments from principal paid
                                  on the underlying Trust Fund Assets for the
                                  related series.

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

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

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

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

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

    CATEGORIES OF CLASSES                            DEFINITION

                                                   PRINCIPAL TYPES

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


                                       35


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

Strip...........................  A class that receives a constant proportion,
                                  or "strip," of the principal payments on the
                                  underlying Trust Fund Assets.

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

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

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

                                 INTEREST TYPES

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

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

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

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

Interest Only...................  A class that receives some or all of the
                                  interest payments made on the underlying Trust
                                  Fund Assets 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.


                                       36


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

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

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

INDICES APPLICABLE TO FLOATING RATE AND INVERSE FLOATING RATE CLASSES

LIBOR

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

LIBO Method

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

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

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

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

          o    LIBOR as determined on the previous LIBOR determination date or


                                       37


          o    the reserve interest rate.

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

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

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

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

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

BBA Method

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

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

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

COFI

     The Eleventh District Cost of Funds Index is designed to represent the
monthly weighted average cost of funds for savings institutions in Arizona,
California and Nevada that are member institutions of


                                       38


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

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

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

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

     The applicable prospectus supplement may specify some other basis for
determining COFI, but if it does not, then if on the tenth day of the month in
which any interest accrual period commences for a class of COFI securities the
most recently published Eleventh District Cost of Funds Index relates to a month
before the third preceding month, the index for the current interest accrual
period and for each succeeding interest accrual period will, except as described
in the next to last sentence of this paragraph, be based on the National Monthly
Median Cost of Funds Ratio to SAIF-Insured Institutions (the "National Cost of


                                       39


Funds Index") published by the Office of Thrift Supervision (the "OTS") for the
third preceding month (or the fourth preceding month if the National Cost of
Funds Index for the third preceding month has not been published on the tenth
day of an interest accrual period). Information on the National Cost of Funds
Index may be obtained by writing the OTS at 1700 G Street, N.W., Washington,
D.C. 20552 or calling (202) 906-6677, and the current National Cost of Funds
Index may be obtained by calling (202) 906-6988. If on the tenth day of the
month in which an interest accrual period commences the most recently published
National Cost of Funds Index relates to a month before the fourth preceding
month, the applicable index for the interest accrual period and each succeeding
interest accrual period will be based on LIBOR, as determined by the calculation
agent in accordance with the Agreement relating to the series of certificates. A
change of index from the Eleventh District Cost of Funds Index to an alternative
index will result in a change in the index level and could increase its
volatility, particularly if LIBOR is the alternative index.

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

Treasury Index

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

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

Prime Rate

     The applicable prospectus supplement may specify the party responsible for
determining the Prime Rate, but if it does not, on the Prime Rate Determination
Date (as such term is defined in the related prospectus supplement) for each
class of securities of a series as to which the applicable interest rate is


                                       40


determined by reference to an index denominated as the Prime Rate, the
calculation agent will ascertain the Prime Rate for the related interest accrual
period. The applicable prospectus supplement may provide for the means of
determining the Prime Rate, but if it does not, the Prime Rate for an interest
accrual period will be the "Prime Rate" as published in the "Money Rates"
section of The Wall Street Journal (or if not so published, the "Prime Rate" as
published in a newspaper of general circulation selected by the calculation
agent in its sole discretion) on the related Prime Rate Determination Date. If a
prime rate range is given, then the average of such range will be used. In the
event that the Prime Rate is no longer published, a new index based upon
comparable data and methodology will be designated in accordance with the
Agreement relating to the particular series of securities. The calculation
agent's determination of the Prime Rate and its calculation of the rates of
interest for the related interest accrual period shall (in the absence of
manifest error) be final and binding.

BOOK-ENTRY REGISTRATION OF SECURITIES

     As described in the related prospectus supplement, if not issued in fully
registered certificated form, each class of securities will be registered as
book-entry certificates (the "Book-Entry Securities"). Persons acquiring
beneficial ownership interests in the Book-Entry Securities ("Security Owners")
may elect to hold their Book-Entry Securities through the Depository Trust
Company ("DTC") in the United States, or Clearstream, Luxembourg or the
Euroclear System ("Euroclear"), in Europe, if they are participants of such
systems, or indirectly through organizations which are participants in such
systems. Each class of the Book-Entry Securities will be issued in one or more
certificates which equal the aggregate principal balance of the applicable class
of the Book-Entry Securities and will initially be registered in the name of
Cede & Co., the nominee of DTC. Clearstream, Luxembourg and Euroclear will hold
omnibus positions on behalf of their participants through customers' securities
accounts in Clearstream, Luxembourg and Euroclear's names on the books of their
respective depositaries which in turn will hold such positions in customers'
securities accounts in the depositaries' names on the books of DTC. Citibank, NA
will act as depositary for Clearstream, Luxembourg and JPMorgan Chase will act
as depositary for Euroclear (in such capacities, individually the "Relevant
Depositary" and collectively the "European Depositaries"). Unless otherwise
described in the related prospectus supplement, beneficial interests in the
Book-Entry Securities may be held in minimum denominations representing
Certificate Principal Balances of $20,000 and integral multiples of $1,000 in
excess thereof, except that one investor of each class of Book-Entry Securities
may hold a beneficial interest therein that is not an integral multiple of
$1,000. Except as described below, no person acquiring a beneficial ownership
interest in a Book-Entry Security (each, a "beneficial owner") will be entitled
to receive a physical certificate representing such person's beneficial
ownership interest in such Book-Entry Security (a "Definitive Security"). Unless
and until Definitive Securities are issued, it is anticipated that the only
securityholders of the Book-Entry Securities will be Cede & Co., as nominee of
DTC. Security Owners will not be Certificateholders as that term is used in each
Pooling and Servicing Agreement or Master Servicing Agreement, as applicable.
Security Owners are only permitted to exercise their rights indirectly through
the participating organizations that utilize the services of DTC, including
securities brokers and dealers, banks and trust companies and clearing
corporations and certain other organizations ("Participants") and DTC.

     The beneficial owner's ownership of a Book-Entry Security will be recorded
on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a "Financial Intermediary") that maintains the
beneficial owner's account for such purpose. In turn, the Financial
Intermediary's ownership of such Book-Entry Security will be recorded on the
records of DTC (or of a participating firm that acts as agent for the Financial
Intermediary, whose interest will in turn be recorded on the records of DTC, if
the beneficial owner's Financial Intermediary is not a DTC participant and on
the records of Clearstream, Luxembourg or Euroclear, as appropriate).


                                       41


     Security Owners will receive all distributions of principal of, and
interest on, the Book-Entry Securities from the trustee through DTC and DTC
participants. While the Book-Entry Securities are outstanding (except under the
circumstances described below), under the rules, regulations and procedures
creating and affecting DTC and its operations (the "Rules"), DTC is required to
make book-entry transfers among Participants on whose behalf it acts with
respect to the Book-Entry Securities and is required to receive and transmit
distributions of principal of, and interest on, such securities. Participants
and organizations which have indirect access to the DTC system, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants"), with whom Security Owners have accounts with respect to the
Book-Entry Securities are similarly required to make book-entry transfers and
receive and transmit such distributions on behalf of their respective Security
Owners. Accordingly, although Security Owners will not possess certificates, the
Rules provide a mechanism by which Security Owners will receive distributions
and will be able to transfer their interest.

     Security Owners will not receive or be entitled to receive certificates
representing their respective interests in the Book-Entry Securities, except
under the limited circumstances described below. Unless and until Definitive
Securities are issued, Security Owners who are not Participants may transfer
ownership of the Book-Entry Securities only through Participants and Indirect
Participants by instructing such Participants and Indirect Participants to
transfer Book-Entry Securities, by book-entry transfer, through DTC for the
account of the purchasers of such Book-Entry Securities, which account is
maintained with their respective Participants. Under the Rules and in accordance
with DTC's normal procedures, transfers of ownership of Book-Entry Securities
will be executed through DTC and the accounts of the respective Participants at
DTC will be debited and credited. Similarly, the Participants and Indirect
Participants will make debits or credits, as the case may be, on their records
on behalf of the selling and purchasing Security Owners.

     Because of time zone differences, credits of securities received in
Clearstream, Luxembourg or Euroclear as a result of a transaction with a
Participant will be made during, subsequent securities settlement processing and
dated the business day following, the DTC settlement date. Such credits or any
transactions in such securities, settled during such processing will be reported
to the relevant Euroclear or Clearstream, Luxembourg Participants on such
business day. Cash received in Clearstream, Luxembourg or Euroclear, as a result
of sales of securities by or through a Clearstream, Luxembourg Participant or
Euroclear Participant to a DTC Participant, will be received with value on the
DTC settlement date but will be available in the relevant Clearstream,
Luxembourg or Euroclear cash account only as of the business day following
settlement in DTC.

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

     Cross-market transfers between persons holding securities directly or
indirectly through DTC, on the one hand, and directly or indirectly through
Clearstream, Luxembourg Participants or Euroclear Participants, on the other,
will be effected by DTC in accordance with DTC rules on behalf of the relevant
European international clearing system by the Relevant Depositary; however, such
cross market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to the
Relevant Depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same day funds settlement applicable to
DTC.


                                       42


Clearstream, Luxembourg Participants and Euroclear Participants may not deliver
instructions directly to the European Depositaries.

     DTC, which is a New York-chartered limited purpose trust company, performs
services for its participants, some of which (and/or their representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record the
positions held by each DTC participant in the Book-Entry Securities, whether
held for its own account or as a nominee for another person. In general,
beneficial ownership of Book-Entry Securities will be subject to the rules,
regulations and procedures governing DTC and DTC participants as in effect from
time to time.

     Clearstream Banking, societe anonyme, 67 Bd Grande-Duchesse Charlotte,
L-2967 Luxembourg ("Clearstream, Luxembourg"), was incorporated in 1970 as
"Clearstream, Luxembourg S.A." a company with limited liability under Luxembourg
law (a societe anonyme). Clearstream, Luxembourg S.A. subsequently changed its
name to Cedelbank. On January 10, 2000, Cedelbank's parent company, Clearstream,
Luxembourg International, societe anonyme ("CI") merged its clearing, settlement
and custody business with that of Deutsche Borse Clearing AG ("DBC"). The merger
involved the transfer by CI of substantially all of its assets and liabilities
(including its shares in CB) to a new Luxembourg company, New Clearstream,
Luxembourg International, societe anonyme ("New CI"), which is 50% owned by CI
and 50% owned by DBC's parent company Deutsche Borse AG. The shareholders of
these two entities are banks, securities dealers and financial institutions.
Clearstream, Luxembourg International currently has 92 shareholders, including
U.S. financial institutions or their subsidiaries. No single entity may own more
than 5 percent of Clearstream, Luxembourg International's stock.

     Further to the merger, the Board of Directors of New CI decided to re-name
the companies in the group in order to give them a cohesive brand name. The new
brand name that was chosen is "Clearstream" effective as of January 14, 2000.
New CI has been renamed "Clearstream International, societe anonyme." On January
18, 2000, Cedelbank was renamed "Clearstream Banking, societe anonyme" and
Clearstream, Luxembourg Global Services was renamed "Clearstream Services,
societe anonyme."

     On January 17, 2000, DBC was renamed "Clearstream Banking AG." This means
that there are now two entities in the corporate group headed by Clearstream
International which share the name "Clearstream Banking," the entity previously
named "Cedelbank" and the entity previously named "Deutsche Borse Clearing AG."

     Clearstream, Luxembourg holds securities for its customers and facilitates
the clearance and settlement of securities transactions between Clearstream,
Luxembourg customers through electronic book-entry changes in accounts of
Clearstream, Luxembourg customers, thereby eliminating the need for physical
movement of certificates. Transactions may be settled by Clearstream, Luxembourg
in any of 36 currencies, including United States Dollars. Clearstream,
Luxembourg provides to its customers, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream, Luxembourg also
deals with domestic securities markets in over 30 countries through established
depository and custodial relationships. Clearstream, Luxembourg is registered as
a bank in Luxembourg, and as such is subject to regulation by the Commission de
Surveillance du Secteur Financier, "CSSF," which supervises Luxembourg banks.
Clearstream, Luxembourg's customers are world-wide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Clearstream, Luxembourg's U.S. customers are limited
to securities brokers and dealers, and banks. Currently, Clearstream, Luxembourg
has approximately 2,000 customers located in over 80 countries, including all
major European countries, Canada, and the United States. Indirect access to
Clearstream, Luxembourg is available to other institutions that clear through or
maintain a custodial relationship with an account


                                       43


holder of Clearstream, Luxembourg. Clearstream, Luxembourg has established an
electronic bridge with Euroclear Bank S.A./N.V. as the Operator of the Euroclear
System (the "Euroclear Operator") in Brussels to facilitate settlement of trades
between Clearstream, Luxembourg and the Euroclear Operator.

     Euroclear was created in 1968 to hold securities for participants of
Euroclear ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled in any of 32 currencies, including United
States dollars. Euroclear includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described above. Euroclear is operated by the Brussels, Belgium office of the
Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a
Belgian cooperative corporation (the "Cooperative"). All operations are
conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf
of Euroclear Participants. Euroclear Participants include banks (including
central banks), securities brokers and dealers and other professional financial
intermediaries. Indirect access to Euroclear is also available to other firms
that clear through or maintain a custodial relationship with a Euroclear
Participant, either directly or indirectly.

     The Euroclear Operator has a banking license from the Belgian Banking and
Finance Commission. This license authorizes the Euroclear Operator to carry out
banking activities on a global basis.

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

     Distributions on the Book-Entry Securities will be made on each
Distribution Date by the trustee to DTC. DTC will be responsible for crediting
the amount of such payments to the accounts of the applicable DTC participants
in accordance with DTC's normal procedures. Each DTC participant will be
responsible for disbursing such payments to the beneficial owners of the
Book-Entry Securities that it represents and to each Financial Intermediary for
which it acts as agent. Each such Financial Intermediary will be responsible for
disbursing funds to the beneficial owners of the Book-Entry Securities that it
represents.

     Under a book-entry format, beneficial owners of the Book-Entry Securities
may experience some delay in their receipt of payments, since such payments will
be forwarded by the trustee to Cede & Co. Distributions with respect to
Book-Entry Securities held through Clearstream, Luxembourg or Euroclear will be
credited to the cash accounts of Clearstream, Luxembourg Participants or
Euroclear Participants in accordance with the relevant system's rules and
procedures, to the extent received by the Relevant Depositary. Such
distributions will be subject to tax reporting in accordance with relevant
United States tax laws and regulations. See "Material Federal Income Tax
Consequences--Tax Treatment of Foreign Investors" and "-- Tax Consequences to
Holders of the Notes -- Backup Withholding" herein. Because DTC can only act on
behalf of Financial Intermediaries, the ability of a beneficial owner to pledge
Book-Entry Securities to persons or entities that do not participate in the
depository system, or otherwise take


                                       44


actions in respect of such Book-Entry Securities, may be limited due to the lack
of physical certificates for such Book-Entry Securities. In addition, issuance
of the Book-Entry Securities in book-entry form may reduce the liquidity of such
securities in the secondary market since certain potential investors may be
unwilling to purchase securities for which they cannot obtain physical
certificates.

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

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

     Definitive Securities will be issued to beneficial owners of the Book-Entry
Securities, 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
depositary with respect to the Book-Entry Securities and the depositor or the
trustee is unable to locate a qualified successor or (b) after the occurrence of
an Event of Default, beneficial owners having not less than 51% of the voting
rights evidenced by the Book-Entry Securities advise the trustee and DTC through
the Financial Intermediaries and the DTC participants in writing that the
continuation of a book-entry system through DTC (or a successor thereto) is no
longer in the best interests of beneficial owners of such class.

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

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

     None of the master servicer, the depositor 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 Securities held by
Cede & Co., as nominee of DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


                                       45


                               CREDIT ENHANCEMENT

GENERAL

     Credit enhancement may be provided with respect to one or more classes of a
series of securities or with respect to the related Trust Fund Assets. Credit
enhancement may be in the form of a limited financial guaranty policy issued by
an entity named in the related prospectus supplement, the subordination of one
or more classes of the securities of such series, the establishment of one or
more reserve funds, the use of a cross-collateralization feature, use of a
mortgage pool insurance policy, FHA Insurance, VA Guarantee, bankruptcy bond,
special hazard insurance policy, surety bond, letter of credit, guaranteed
investment contract, overcollateralization, or another method of credit
enhancement contemplated herein and described in the related prospectus
supplement, or any combination of the foregoing. The applicable prospectus
supplement may provide for credit enhancement which covers all the classes of
securities, but if it does not, credit enhancement will not provide protection
against all risks of loss and will not guarantee repayment of the entire
principal balance of the securities and interest thereon. If losses occur which
exceed the amount covered by credit enhancement or which are not covered by the
credit enhancement, securityholders will bear their allocable share of any
deficiencies.

SUBORDINATION

     If so specified in the related prospectus supplement, protection afforded
to holders of one or more classes of securities of a series by means of the
subordination feature may be accomplished by the preferential right of holders
of one or more other classes of such series (the "Senior Securities") to
distributions in respect of scheduled principal, Principal Prepayments, interest
or any combination thereof that otherwise would have been payable to holders of
subordinated securities under the circumstances and to the extent specified in
the related prospectus supplement. Protection may also be afforded to the
holders of Senior Securities of a series by: (i) reducing the ownership interest
(if applicable) of the related subordinated securities; (ii) a combination of
the immediately preceding sentence and clause (i) above; or (iii) as otherwise
described in the related prospectus supplement. If so specified in the related
prospectus supplement, delays in receipt of scheduled payments on the loans and
losses on defaulted loans may be borne first by the various classes of
subordinated securities and thereafter by the various classes of Senior
Securities, in each case under the circumstances and subject to the limitations
specified in such prospectus supplement. The aggregate distributions in respect
of delinquent payments on the loans over the lives of the securities or at any
time, the aggregate losses in respect of defaulted loans which must be borne by
the Subordinated Securities by virtue of subordination and the amount of the
distributions otherwise distributable to the Subordinated Securityholders that
will be distributable to Senior Securityholders on any distribution date may be
limited as specified in the related prospectus supplement. If aggregate
distributions in respect of delinquent payments on the loans or aggregate losses
in respect of such loans were to exceed an amount specified in the related
prospectus supplement, holders of Senior Securities would experience losses on
the securities.

     In addition to or in lieu of the foregoing, if so specified in the related
prospectus supplement, all or any portion of distributions otherwise payable to
holders of Subordinated Securities on any distribution date may instead be
deposited into one or more reserve funds established with the trustee or
distributed to holders of Senior Securities. Such deposits may be made on each
distribution date, for specified periods or until the balance in the reserve
fund has reached a specified amount and, following payments from the reserve
fund to holders of Senior Securities or otherwise, thereafter to the extent
necessary to restore the balance in the reserve fund to required levels, in each
case as specified in the related prospectus supplement. Amounts on deposit in
the reserve fund may be released to the holders of certain classes of securities
at the times and under the circumstances specified in such prospectus
supplement.


                                       46


     If specified in the related prospectus supplement, various classes of
Senior Securities and Subordinated Securities may themselves be subordinate in
their right to receive certain distributions to other classes of Senior and
Subordinated Securities, respectively, through a cross-collateralization
mechanism or otherwise.

     As between classes of Senior Securities and as between classes of
Subordinated Securities, distributions may be allocated among such classes (i)
in the order of their scheduled final distribution dates, (ii) in accordance
with a schedule or formula, (iii) in relation to the occurrence of events, or
(iv) otherwise, in each case as specified in the related prospectus supplement.
As between classes of Subordinated Securities, payments to holders of Senior
Securities on account of delinquencies or losses and payments to any reserve
fund will be allocated as specified in the related prospectus supplement.

LETTER OF CREDIT

     The letter of credit, if any, with respect to a series of securities will
be issued by the bank or financial institution specified in the related
prospectus supplement (the "L/C Bank"). Under the letter of credit, the L/C Bank
will be obligated to honor drawings thereunder in an aggregate fixed dollar
amount, net of unreimbursed payments thereunder, equal to the percentage
specified in the related prospectus supplement of the aggregate principal
balance of the loans on the related cut-off date or of one or more Classes of
securities (the "L/C Percentage"). If so specified in the related prospectus
supplement, the letter of credit may permit drawings in the event of losses not
covered by insurance policies or other credit support, such as losses arising
from damage not covered by standard hazard insurance policies, losses resulting
from the bankruptcy of a borrower and the application of certain provisions of
the federal Bankruptcy Code, or losses resulting from denial of insurance
coverage due to misrepresentations in connection with the origination of a loan.
The amount available under the letter of credit will, in all cases, be reduced
to the extent of the unreimbursed payments thereunder. The obligations of the
L/C Bank under the letter of credit for each series of securities will expire at
the earlier of the date specified in the related prospectus supplement or the
termination of the trust fund. See "The Agreements -- Termination: Optional
Termination." A copy of the letter of credit for a series, if any, will be filed
with the Securities and Exchange Commission (the "SEC") as an exhibit to a
Current Report on Form 8-K to be filed within 15 days of issuance of the
securities of the related series.

INSURANCE POLICIES, SURETY BONDS AND GUARANTIES

     If so provided in the prospectus supplement for a series of securities,
deficiencies in amounts otherwise payable on such securities or certain classes
thereof will be covered by insurance policies and/or surety bonds provided by
one or more insurance companies or sureties. Such instruments may cover, with
respect to one or more classes of securities of the related series, timely
distributions of interest and/or full distributions of principal on the basis of
a schedule of principal distributions set forth in or determined in the manner
specified in the related prospectus supplement. In addition, if specified in the
related prospectus supplement, a trust fund may also include bankruptcy bonds,
special hazard insurance policies, other insurance or guaranties for the purpose
of (i) maintaining timely payments or providing additional protection against
losses on the assets included in such trust fund, (ii) paying administrative
expenses or (iii) establishing a minimum reinvestment rate on the payments made
in respect of such assets or principal payment rate on such assets. Such
arrangements may include agreements under which securityholders are entitled to
receive amounts deposited in various accounts held by the trustee upon the terms
specified in such prospectus supplement. A copy of any such instrument for a
series will be filed with the SEC as an exhibit to a Current Report on Form 8-K
to be filed with the SEC within 15 days of issuance of the securities of the
related series.


                                       47


OVER-COLLATERALIZATION

     If so provided in the prospectus supplement for a series of securities, a
portion of the interest payment on each loan may be applied as an additional
distribution in respect of principal to reduce the principal balance of a
certain class or classes of securities and, thus, accelerate the rate of payment
of principal on such class or classes of securities. Reducing the principal
balance of the securities without a corresponding reduction in the principal
balance of the underlying Trust Fund Assets will result in
over-collateralization.

RESERVE ACCOUNTS

     If specified in the related prospectus supplement, credit support with
respect to a series of securities will be provided by the establishment and
maintenance with the trustee for such series of securities, in trust, of one or
more reserve funds for such series. The related prospectus supplement will
specify whether or not any such reserve funds will be included in the trust fund
for such series.

     The reserve fund for a series will be funded (i) by the deposit therein of
cash, United States Treasury securities, 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 related prospectus supplement, (ii) by the deposit therein from
time to time of certain amounts, as specified in the related prospectus
supplement to which the Subordinate Securityholders, if any, would otherwise be
entitled or (iii) in such other manner as may be specified in the related
prospectus supplement.

     Any amounts on deposit in the reserve fund and the proceeds of any other
instrument upon maturity will be held in cash or will be invested in "Permitted
Investments" which may include

          (i) obligations of the United States or any agency thereof, provided
     such obligations are backed by the full faith and credit of the United
     States;

          (ii) general obligations of or obligations guaranteed by any state of
     the United States or the District of Columbia receiving the highest
     long-term debt rating of each Rating Agency rating the related series of
     securities, or such lower rating as each Rating Agency has confirmed in
     writing is sufficient for the ratings originally assigned to such
     securities by each such Rating Agency;

          (iii) commercial paper issued by Countrywide Home Loans, Inc. or any
     of its affiliates; provided that such commercial paper is rated no lower
     than the rating specified in the related prospectus supplement;

          (iv) commercial or finance company paper which is then receiving the
     highest commercial or finance company paper rating of each such Rating
     Agency, or such lower rating as each Rating Agency has confirmed in writing
     is sufficient for the ratings originally assigned to such securities by
     each such Rating Agency;

          (v) certificates of deposit, demand or time deposits, or bankers'
     acceptances issued by any depository institution or trust company
     incorporated under the laws of the United States or of any state thereof
     and subject to supervision and examination by federal and/or state banking
     authorities, provided that the commercial paper and/or long term unsecured
     debt obligations of such depository institution or trust company (or in the
     case of the principal depository institution in a holding company system,
     the commercial paper or long-term unsecured debt obligations of such
     holding company, but only if Moody's Investors Service, Inc. ("Moody's") is
     not a Rating Agency) are then

                                       48


     rated one of the two highest long-term and the highest short-term ratings
     of each such Rating Agency for such securities, or such lower rating as
     each Rating Agency has confirmed in writing is sufficient for the ratings
     originally assigned to such securities by each such Rating Agency;

          (vi) demand or time deposits or certificates of deposit issued by any
     bank or trust company or savings institution to the extent that such
     deposits are fully insured by the FDIC;

          (vii) guaranteed reinvestment agreements issued by any bank, insurance
     company or other corporation containing, at the time of the issuance of
     such agreements, such terms and conditions confirmed in writing are
     sufficient for the rating originally assigned to such securities by any
     such Rating Agency;

          (viii) repurchase obligations with respect to any security described
     in clauses (i) and (ii) above, in either case entered into with a
     depository institution or trust company (acting as principal) described in
     clause (v) above;

          (ix) securities (other than stripped bonds, stripped coupons or
     instruments sold at a purchase price in excess of 115% of the face amount
     thereof) bearing interest or sold at a discount issued by any corporation
     incorporated under the laws of the United States or any state thereof
     which, at the time of such investment, have one of the two highest ratings
     of each Rating Agency (except if the Rating Agency is Moody's, such rating
     shall be the highest commercial paper rating of Moody's for any such
     securities), or such lower rating confirmed in writing is sufficient for
     the rating originally assigned to such securities by any such Rating
     Agency, as evidenced by a signed writing delivered by each such Rating
     Agency;

          (x) interests in any money market fund which at the date of
     acquisition of the interests in such fund and throughout the time such
     interests are held in such fund has the highest applicable rating by each
     such Rating Agency or such lower rating or such lower rating as each Rating
     Agency has confirmed in writing is sufficient for the ratings originally
     assigned to such securities by each such Rating Agency;

          (xi) short term investment funds sponsored by any trust company or
     national banking association incorporated under the laws of the United
     States or any state thereof which on the date of acquisition has been rated
     by each such Rating Agency in their respective highest applicable rating
     category or such lower rating as each Rating Agency has confirmed in
     writing is sufficient for the ratings originally assigned to such
     securities by each such Rating Agency; and

          (xii) such other investments having a specified stated maturity and
     bearing interest or sold at a discount acceptable to each Rating Agency as
     will not result in the downgrading or withdrawal of the rating then
     assigned to such securities by any such Rating Agency, as evidenced by a
     signed writing delivered by each such Rating Agency, and reasonably
     acceptable to the NIM Insurer as evidence by a signed writing delivered by
     the NIM Insurer; provided that no such instrument shall be a Permitted
     Investment if such instrument evidences the right to receive interest only
     payments with respect to the obligations underlying such instrument; and
     provided, further, that no investment specified in clause (x) or clause
     (xi) above shall be a Permitted Investment for any pre-funding account or
     any related Capitalized Interest Account.

If a letter of credit is deposited with the trustee, that letter of credit will
be irrevocable and will name the trustee, in its capacity as trustee for the
holders of the securities, as beneficiary and will be issued by an entity
acceptable to each Rating Agency that rates the securities of the related
series. Additional


                                       49


information with respect to such instruments deposited in the reserve funds will
be set forth in the related prospectus supplement.

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

POOL INSURANCE POLICIES

     If specified in the related prospectus supplement, a separate pool
insurance policy ("Pool Insurance Policy") will be obtained for the pool and
issued by the insurer (the "Pool Insurer") named in such prospectus supplement.
Each Pool Insurance Policy will, subject to the limitations described below,
cover loss by reason of default in payment on loans in the pool in an amount
equal to a percentage specified in such prospectus supplement of the aggregate
principal balance of such loans on the cut-off date which are not covered as to
their entire outstanding principal balances by Primary Mortgage Insurance
Policies. As more fully described below, the master servicer will present claims
thereunder to the Pool Insurer on behalf of itself, the trustee and the holders
of the securities of the related series. The Pool Insurance Policies, however,
are not blanket policies against loss, since claims thereunder may only be made
respecting particular defaulted loans and only upon satisfaction of certain
conditions precedent described below. The applicable prospectus supplement may
provide for the extent of coverage provided by the related Pool Insurance
Policy, but if it does not, the Pool Insurance Policies will not cover losses
due to a failure to pay or denial of a claim under a Primary Mortgage Insurance
Policy.

     The applicable prospectus supplement may provide for the conditions for the
presentation of claims under a Pool Insurance Policy, but if it does not, the
Pool Insurance Policy will provide that no claims may be validly presented
unless (i) any required Primary Mortgage Insurance Policy is in effect for the
defaulted loan and a claim thereunder has been submitted and settled; (ii)
hazard insurance on the related Property has been kept in force and real estate
taxes and other protection and preservation expenses have been paid; (iii) if
there has been physical loss or damage to the Property, it has been restored to
its physical condition (reasonable wear and tear excepted) at the time of
issuance of the policy; and (iv) the insured has acquired good and merchantable
title to the Property free and clear of liens except certain permitted
encumbrances. Upon satisfaction of these conditions, the Pool Insurer will have
the option either (a) to purchase the property securing the defaulted loan at a
price equal to the principal balance thereof plus accrued and unpaid interest at
the Loan Rate to the date of such purchase and certain expenses incurred by the
master servicer on behalf of the trustee and securityholders, or (b) to pay the
amount by which the sum of the principal balance of the defaulted loan plus
accrued and unpaid interest at the Loan Rate to the date of payment of the claim
and the aforementioned expenses exceeds the proceeds received from an approved
sale of the Property, in either case net of certain amounts paid or assumed to
have been paid under the related Primary Mortgage Insurance Policy. If any
Property securing a defaulted loan is damaged and proceeds, if any, from the
related hazard insurance policy or the applicable special hazard insurance
policy are insufficient to restore the damaged Property to a condition
sufficient to permit recovery under the Pool Insurance Policy, the master
servicer will not be required to expend its own funds to restore the damaged
Property unless it determines that (i) such restoration will increase the
proceeds to securityholders on liquidation of the loan after reimbursement of
the master servicer for its expenses and (ii) such expenses will be recoverable
by it through proceeds of the sale of the Property or proceeds of the related
Pool Insurance Policy or any related Primary Mortgage Insurance Policy.

     The applicable prospectus supplement may provide for a Pool Insurance
Policy covering losses resulting from defaults, but if it does not, the Pool
Insurance Policy will not insure (and many Primary


                                       50


Mortgage Insurance Policies do not insure) against loss sustained by reason of a
default arising from, among other things,

     o    fraud or negligence in the origination or servicing of a loan,
          including misrepresentation by the borrower, the originator or persons
          involved in the origination thereof, or

     o    failure to construct a Property in accordance with plans and
          specifications.

A failure of coverage attributable to one of the foregoing events might result
in a breach of the related seller's representations described above, and, in
such events might give rise to an obligation on the part of such seller to
repurchase the defaulted loan if the breach cannot be cured by such seller. No
Pool Insurance Policy will cover (and many Primary Mortgage Insurance Policies
do not cover) a claim in respect of a defaulted loan occurring when the servicer
of such loan, at the time of default or thereafter, was not approved by the
applicable insurer.

     The applicable prospectus supplement may provide for a Pool Insurance
Policy featuring a fixed amount of coverage over the life of the policy, but if
it does not, the original amount of coverage under each Pool Insurance Policy
will be reduced over the life of the related securities by the aggregate dollar
amount of claims paid less the aggregate of the net amounts realized by the Pool
Insurer upon disposition of all foreclosed properties. The applicable prospectus
supplement may provide for the exclusion of specified expenses from the coverage
of the Pool Insurance Policy, but if it does not, the amount of claims paid will
include certain expenses incurred by the master servicer as well as accrued
interest on delinquent loans to the date of payment of the claim. Accordingly,
if aggregate net claims paid under any Pool Insurance Policy reach the original
policy limit, coverage under that Pool Insurance Policy will be exhausted and
any further losses will be borne by the related securityholders.

FINANCIAL INSTRUMENTS

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

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

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

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

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

CROSS SUPPORT

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


                                       51


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

                       YIELD AND PREPAYMENT CONSIDERATIONS

     The yields to maturity and weighted average lives of the securities will be
affected primarily by the amount and timing of principal payments received on or
in respect of the Trust Fund Assets included in the related trust fund. The
original terms to maturity of the loans in a given pool will vary depending upon
the type of loans included therein. Each prospectus supplement will contain
information with respect to the type and maturities of the loans in the related
pool. The related prospectus supplement will specify the circumstances, if any,
under which the related loans will be subject to prepayment penalties. The
prepayment experience on the loans in a pool will affect the weighted average
life of the related series of securities.

     The rate of prepayment on the loans cannot be predicted. Home equity loans
and home improvement loan contracts have been originated in significant volume
only during the past few years and the depositor is not aware of any publicly
available studies or statistics on the rate of prepayment of such loans.
Generally, home equity loans and home improvement loan contracts are not viewed
by borrowers as permanent financing. Accordingly, such loans may experience a
higher rate of prepayment than traditional first mortgage loans. On the other
hand, because home equity loans such as the revolving credit line loans
generally are not fully amortizing, the absence of voluntary borrower
prepayments could cause rates of principal payments lower than, or similar to,
those of traditional fully-amortizing first mortgage loans. The prepayment
experience of the related trust fund may be affected by a wide variety of
factors, including general economic conditions, prevailing interest rate levels,
the availability of alternative financing, homeowner mobility and the frequency
and amount of any future draws on any revolving credit line loans. Other factors
that might be expected to affect the prepayment rate of a pool of home equity
mortgage loans or home improvement loan contracts include the amounts of, and
interest rates on, the underlying senior mortgage loans, and the use of first
mortgage loans as long-term financing for home purchase and subordinate mortgage
loans as shorter-term financing for a variety of purposes, including home
improvement, education expenses and purchases of consumer durables such as
automobiles. Accordingly, such loans may experience a higher rate of prepayment
than traditional fixed-rate mortgage loans. In addition, any future limitations
on the right of borrowers to deduct interest payments on home equity loans for
federal income tax purposes may further increase the rate of prepayments of the
loans. The enforcement of a "due-on-sale" provision (as described below) will
have the same effect as a prepayment of the related loan. See "Certain Legal
Aspects of the Loans -- Due-on-Sale Clauses." The yield to an investor who
purchases securities in the secondary market at a price other than par will vary
from the anticipated yield if the rate of prepayment on the loans is actually
different than the rate anticipated by such investor at the time such securities
were purchased.

     Collections on revolving credit line loans may vary because, among other
things, borrowers may (i) make payments during any month as low as the minimum
monthly payment for such month or, during the interest-only period for certain
revolving credit line loans and, in more limited circumstances, closed- end
loans, with respect to which an interest-only payment option has been selected,
the interest and the fees and charges for such month or (ii) make payments as
high as the entire outstanding principal balance plus accrued interest and the
fees and charges thereon. It is possible that borrowers may fail to make the
required periodic payments. In addition, collections on the loans may vary due
to seasonal purchasing and the payment habits of borrowers.


                                       52


     Generally, all conventional loans will contain due-on-sale provisions
permitting the mortgagee to accelerate the maturity of the loan upon sale or
certain transfers by the borrower of the related Property. Loans insured by the
FHA, and single family loans partially guaranteed by the VA, are assumable with
the consent of the FHA and the VA, respectively. Thus, the rate of prepayments
on such loans may be lower than that of conventional loans bearing comparable
interest rates. The master servicer generally will enforce any due-on-sale or
due-on-encumbrance clause, to the extent it has knowledge of the conveyance or
further encumbrance or the proposed conveyance or proposed further encumbrance
of the Property and reasonably believes that it is entitled to do so under
applicable law; provided, however, that the master servicer will not take any
enforcement action that would impair or threaten to impair any recovery under
any related insurance policy. See "The Agreements -- Collection Procedures" and
"Certain Legal Aspects of the Loans" for a description of certain provisions of
each Agreement and certain legal developments that may affect the prepayment
experience on the loans.

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

     When a full prepayment is made on a loan, the borrower is charged interest
on the principal amount of the loan so prepaid only for the number of days in
the month actually elapsed up to the date of the prepayment, rather than for a
full month. The effect of prepayments in full will be to reduce the amount of
interest passed through or paid in the following month to holders of securities
because interest on the principal amount of any loan so prepaid will generally
be paid only to the date of prepayment. Partial prepayments in a given month may
be applied to the outstanding principal balances of the loans so prepaid on the
first day of the month of receipt or the month following receipt. In the latter
case, partial prepayments will not reduce the amount of interest passed through
or paid in such month. The applicable prospectus supplement may specify when
prepayments are passed through to securityholders, but if it does not, neither
full nor partial prepayments will be passed through or paid until the month
following receipt.

     Even assuming that the Properties provide adequate security for the loans,
substantial delays could be encountered in connection with the liquidation of
defaulted loans and corresponding delays in the receipt of related proceeds by
securityholders could occur. An action to foreclose on a Property securing a
loan is regulated by state statutes and rules and is subject to many of the
delays and expenses of other lawsuits if defenses or counterclaims are
interposed, sometimes requiring several years to complete. Furthermore, in some
states an action to obtain a deficiency judgment is not permitted following a
nonjudicial sale of a property. In the event of a default by a borrower, these
restrictions among other things, may impede the ability of the master servicer
to foreclose on or sell the Property or to obtain liquidation proceeds
sufficient to repay all amounts due on the related loan. In addition, the master
servicer will be entitled to deduct from related liquidation proceeds all
expenses reasonably incurred in attempting to recover amounts due on defaulted
loans and not yet repaid, including payments to senior lienholders, legal fees
and costs of legal action, real estate taxes and maintenance and preservation
expenses.

     Liquidation expenses with respect to defaulted mortgage loans generally do
not vary directly with the outstanding principal balance of the loan at the time
of default. Therefore, assuming that a servicer took the same steps in realizing
upon a defaulted mortgage loan having a small remaining principal balance as it
would in the case of a defaulted mortgage loan having a large remaining
principal balance,


                                       53


the amount realized after expenses of liquidation would be smaller as a
percentage of the remaining principal balance of the small mortgage loan than
would be the case with the other defaulted mortgage loan having a large
remaining principal balance.

     Applicable state laws generally regulate interest rates and other charges,
require certain disclosures, and require licensing of certain originators and
servicers of loans. In addition, most have other laws, public policy and general
principles of equity relating to the protection of consumers, unfair and
deceptive practices and practices which may apply to the origination, servicing
and collection of the loans. Depending on the provisions of the applicable law
and the specific facts and circumstances involved, violations of these laws,
policies and principles may limit the ability of the master servicer to collect
all or part of the principal of or interest on the loans, may entitle the
borrower to a refund of amounts previously paid and, in addition, could subject
the master servicer to damages and administrative sanctions.

     If the rate at which interest is passed through or paid to the holders of
securities of a series is calculated on a loan-by-loan basis, disproportionate
principal prepayments among loans with different Loan Rates will affect the
yield on such securities. In most cases, the effective yield to securityholders
will be lower than the yield otherwise produced by the applicable Pass-Through
Rate or interest rate and purchase price, because while interest will generally
accrue on each loan from the first day of the month, the distribution of such
interest will not be made earlier than the month following the month of accrual.

     Under certain circumstances, the master servicer, the holders of the
residual interests in a REMIC or any person specified in the related prospectus
supplement may have the option to purchase the assets of a trust fund thereby
effecting earlier retirement of the related series of securities. See "The
Agreements -- Termination; Optional Termination".

     The relative contribution of the various factors affecting prepayment may
vary from time to time. There can be no assurance as to the rate of payment of
principal of the Trust Fund Assets at any time or over the lives of the
securities.

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

                                 THE AGREEMENTS

     Set forth below is a description of the material provisions of each
Agreement which are not described elsewhere in this prospectus. The description
is subject to, and qualified in its entirety by reference to, the provisions of
each Agreement. Where particular provisions or terms used in the Agreements are
referred to, such provisions or terms are as specified in the Agreements.

ASSIGNMENT OF THE TRUST FUND ASSETS

     Assignment of the Loans. At the time of issuance of the securities of a
series, the depositor will cause the loans comprising the related trust fund to
be assigned to the trustee, without recourse, together with all principal and
interest received by or on behalf of the depositor on or with respect to such
loans after the cut-off date, other than principal and interest due on or before
the cut-off date and other than any Retained Interest specified in the related
prospectus supplement. The trustee will, concurrently with such assignment,
deliver such securities to the depositor in exchange for the loans. Each loan
will be identified in a schedule appearing as an exhibit to the related
Agreement. Such schedule will include information as to the outstanding
principal balance of each loan after application of payments due on or before
the cut-off date, as well as information regarding the Loan Rate or APR, the
maturity of the loan, the Loan-to-


                                       54


Value Ratios or Combined Loan-to-Value Ratios, as applicable, at origination and
certain other information.

     In addition, the depositor will also deliver or cause to be delivered to
the trustee (or to the custodian) for each single family loan, multifamily loan
or home equity loan,

     o    the mortgage note or contract endorsed without recourse in blank or to
          the order of the trustee,

     o    the mortgage, deed of trust or similar instrument (a "Mortgage") with
          evidence of recording indicated thereon (except for any Mortgage not
          returned from the public recording office, in which case the depositor
          will deliver or cause to be delivered a copy of such Mortgage together
          with a certificate that the original of such Mortgage was delivered to
          such recording office),

     o    an assignment of the Mortgage to the trustee, which assignment will be
          in recordable form in the case of a Mortgage assignment, and

     o    any other security documents, including those relating to any senior
          interests in the Property, as may be specified in the related
          prospectus supplement or the related Agreement.

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

     With respect to any loans that are cooperative loans, the depositor will
cause to be delivered to the trustee the related original cooperative note
endorsed without recourse in blank or to the order of the trustee, the original
security agreement, the proprietary lease or occupancy agreement, the
recognition agreement, an executed financing agreement and the relevant stock
certificate, related blank stock powers and any other document specified in the
related prospectus supplement. The depositor will cause to be filed in the
appropriate office an assignment and a financing statement evidencing the
trustee's security interest in each cooperative loan.

     The applicable prospectus supplement may provide for the depositor's
delivery obligations in connection with home improvement loan contracts, but if
it does not, the depositor will as to each home improvement loan contract,
deliver or cause to be delivered to the trustee the original home improvement
loan contract and copies of documents and instruments related to each home
improvement contract and the security interest in the Property securing such
home improvement loan contract. In general, it is expected that the home
improvement loan contracts will not be stamped or otherwise marked to reflect
their assignment to the trustee. Therefore, if, through negligence, fraud or
otherwise, a subsequent purchaser were able to take physical possession of the
home improvement loan contracts without notice of such assignment, the interest
of securityholders in the home improvement loan contracts could be defeated. See
"Certain Legal Aspects of the Loans -- The Home Improvement Loan Contracts."

     The trustee (or the custodian) will review such loan documents within the
time period specified in the related prospectus supplement after receipt
thereof, and the trustee will hold such documents in trust for the benefit of
the related securityholders. Generally, if the document is found to be missing
or defective in any material respect, the trustee (or the custodian) will notify
the master servicer and the depositor, and the master servicer will notify the
related seller. If the seller cannot cure the omission or defect within the time
period specified in the related prospectus supplement after receipt of such
notice, the seller will be obligated to either purchase the related loan from
the trust fund at the Purchase Price or


                                       55


if so specified in the related prospectus supplement, remove such loan from the
trust fund and substitute in its place one or more other loans that meet certain
requirements set forth therein. There can be no assurance that a seller will
fulfill this purchase or substitution obligation. Although the master servicer
may be obligated to enforce such obligation to the extent described above under
"Loan Program -- Representations by Sellers; Repurchases," neither the master
servicer nor the depositor will be obligated to purchase or replace such loan if
the seller defaults on its obligation, unless such breach also constitutes a
breach of the representations or warranties of the master servicer or the
depositor, as the case may be. The applicable prospectus supplement may provide
other remedies, but if it does not, this obligation to cure, purchase or
substitute constitutes the sole remedy available to the securityholders or the
trustee for omission of, or a material defect in, a constituent document.

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

     The master servicer will make certain representations and warranties
regarding its authority to enter into, and its ability to perform its
obligations under, the Agreement. Upon a breach of any such representation of
the master servicer which materially and adversely affects the interests of the
securityholders in a loan, the master servicer will be obligated either to cure
the breach in all material respects or to purchase (at the Purchase Price) or if
so specified in the related prospectus supplement, replace the loan. The
applicable prospectus supplement may provide other remedies, but if it does not,
this obligation to cure, purchase or substitute constitutes the sole remedy
available to the securityholders or the trustee for such a breach of
representation by the master servicer.

     Notwithstanding the foregoing provisions, with respect to a trust fund for
which a REMIC election is to be made, no purchase or substitution of a loan will
be made if such purchase or substitution would result in a prohibited
transaction tax under the Code.

PAYMENTS ON LOANS; DEPOSITS TO SECURITY ACCOUNT

     The master servicer will establish and maintain or cause to be established
and maintained with respect to the related trust fund a separate account or
accounts for the collection of payments on the related Trust Fund Assets in the
trust fund (the "Security Account"). The applicable prospectus supplement may
provide for other requirements for the Security Account, but if it does not, the
Security Account must be either (i) maintained with a depository institution the
debt obligations of which (or in the case of a depository institution that is
the principal subsidiary of a holding company, the obligations of which) are
rated in one of the two highest rating categories by the Rating Agency or Rating
Agencies that rated one or more classes of the related series of securities,
(ii) an account or accounts the deposits in which are fully insured by either
the Bank Insurance Fund (the "BIF") of the FDIC or the Savings Association
Insurance Fund (as successor to the Federal Savings and Loan Insurance
Corporation ("SAIF")), (iii) an account or accounts the deposits in which are
insured by the BIF or SAIF (to the limits established by the FDIC), and the
uninsured deposits in which are otherwise secured such that, as evidenced by an
opinion of counsel, the securityholders have a claim with respect to the funds
in the security account or a perfected first priority security interest against
any collateral securing such funds that is superior to the claims of any other
depositors or general creditors of the depository institution with which the
Security Account is maintained, or (iv) an account or accounts otherwise
acceptable to each Rating Agency. The collateral eligible to secure amounts in
the Security Account is limited to Permitted Investments. A Security Account may
be maintained as an interest bearing account or the funds held therein may be
invested pending each succeeding distribution date in Permitted Investments. To
the extent provided in the related prospectus supplement, the master servicer or
its designee will be entitled to receive any such interest or other income
earned on funds in the Security Account as additional compensation and will be
obligated to deposit in the Security Account the amount of any loss


                                       56


immediately as realized. The Security Account may be maintained with the master
servicer or with a depository institution that is an affiliate of the master
servicer, provided it meets the standards set forth above.

     The master servicer will deposit or cause to be deposited in the Security
Account for each trust fund, to the extent applicable and unless otherwise
specified in the Agreement, the following payments and collections received or
advances made by or on behalf of it subsequent to the cut-off date (other than
payments due on or before the cut-off date and exclusive of any amounts
representing Retained Interest):

     o    all payments on account of principal, including Principal Prepayments
          and, if specified in the related prospectus supplement, any applicable
          prepayment penalties, on the loans;

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

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

     o    all proceeds of any loan or property in respect thereof purchased by
          the master servicer, the depositor or any seller as described under
          "Loan Program -- Representations by Sellers; Repurchases" or "--
          Assignment of Trust Fund Assets" above and all proceeds of any loan
          repurchased as described under "-- Termination; Optional Termination"
          below;

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

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

     o    all other amounts required to be deposited in the Security Account
          pursuant to the Agreement.

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

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

     o    to reimburse the master servicer for advances, such right of
          reimbursement with respect to any loan being limited to amounts
          received that represent late recoveries of payments of principal


                                       57


          and/or interest on such loan (or Insurance Proceeds or Liquidation
          Proceeds with respect thereto) with respect to which such advance was
          made;

     o    to reimburse the master servicer for any advances previously made
          which the master servicer has determined to be nonrecoverable;

     o    to reimburse the master servicer from Insurance Proceeds for expenses
          incurred by the master servicer and covered by the related insurance
          policies;

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

     o    to pay to the master servicer, with respect to each loan or property
          acquired in respect thereof that has been purchased by the master
          servicer pursuant to the Agreement, all amounts received thereon and
          not taken into account in determining the principal balance of such
          repurchased loan;

     o    to reimburse the master servicer or the depositor for expenses
          incurred and reimbursable pursuant to the Agreement;

     o    to withdraw any amount deposited in the Security Account and not
          required to be deposited therein; and

     o    to clear and terminate the Security Account upon termination of the
          Agreement.

     In addition, the Agreement will generally provide that, on or prior to the
business day immediately preceding each distribution date, the master servicer
shall withdraw from the Security Account the amount of Available Funds, to the
extent on deposit, for deposit in an account maintained by the trustee for the
related series of securities.

PRE-FUNDING ACCOUNT

     If so provided in the related prospectus supplement, the master servicer
will establish and maintain an account (the "Pre-Funding Account"), in the name
of the related trustee on behalf of the related securityholders, into which the
depositor will deposit cash in an amount specified in the prospectus supplement
(the "Pre-Funded Amount") on the related Closing Date. The Pre-Funding Account
will be maintained with the trustee for the related series of securities and is
designed solely to hold funds to be applied by such trustee during the period
from the closing date to a date not more than a year after such closing date
(the "Funding Period") to pay to the depositor the purchase price for loans
purchased during such Funding Period (the "Subsequent Loans"). Monies on deposit
in the Pre-Funding Account will not be available to cover losses on or in
respect of the related loans. The Pre-Funded Amount will not exceed 50% of the
initial aggregate principal amount of the certificates and notes of the related
series. The Pre-Funded Amount will be used by the related trustee to purchase
Subsequent Loans from the depositor from time to time during the Funding Period.
The Funding Period, if any, for a trust fund will begin on the related Closing
Date and will end on the date specified in the related prospectus supplement,
which in no event will be later than the date that is one year after the related
Closing Date. Monies on deposit in the Pre-Funding Account may be invested in
Permitted Investments under the circumstances and in the manner described in the
related Agreement. Earnings on investment of funds in the Pre-Funding Account
will be deposited into the related Security Account or such other trust account
as is specified in the related prospectus supplement and losses will be charged
against the funds on deposit in the Pre-Funding Account. Any amounts remaining
in the Pre-Funding Account at the end of the Funding Period will be


                                       58


distributed to the related securityholders in the manner and priority specified
in the related prospectus supplement, as a prepayment of principal of the
related securities.

     In addition, if so provided in the related prospectus supplement, on the
related Closing Date the depositor will deposit in an account (the "Capitalized
Interest Account") cash in such amount as is necessary to cover shortfalls in
interest on the related series of securities that may arise as a result of
utilization of the Pre-Funding Account as described above. The Capitalized
Interest Account shall be maintained with the trustee for the related series of
securities and is designed solely to cover the above- mentioned interest
shortfalls. Monies on deposit in the Capitalized Interest Account will not be
available to cover losses on or in respect of the related loans. To the extent
that the entire amount on deposit in the Capitalized Interest Account has not
been applied to cover shortfalls in interest on the related series of securities
by the end of the Funding Period, any amounts remaining in the Capitalized
Interest Account will be paid to the depositor.

SUB-SERVICING BY SELLERS

     Each seller of a loan or any other servicing entity may act as the
sub-servicer for such loan pursuant to a sub-servicing agreement, which will not
contain any terms inconsistent with the related Agreement. While each
sub-servicing agreement will be a contract solely between the master servicer
and the sub-servicer, the Agreement pursuant to which a series of securities is
issued will provide that, if for any reason the master servicer for such series
of securities is no longer the master servicer of the related loans, the trustee
or any successor master servicer must recognize the sub-servicer's rights and
obligations under such sub-servicing agreement. Notwithstanding any such
subservicing arrangement, unless otherwise provided in the related prospectus
supplement, the master servicer will remain liable for its servicing duties and
obligations under the Master Servicing Agreement as if the master servicer alone
were servicing the loans.

COLLECTION PROCEDURES

     The master servicer, directly or through one or more sub-servicers, will
make reasonable efforts to collect all payments called for under the loans and
will, consistent with each Agreement and any Pool Insurance Policy, Primary
Mortgage Insurance Policy, FHA Insurance, VA Guaranty, bankruptcy bond or
alternative arrangements, follow such collection procedures as are customary
with respect to loans that are comparable to the loans. Consistent with the
above, the master servicer may, in its discretion, waive any assumption fee,
late payment or other charge in connection with a loan and to the extent not
inconsistent with the coverage of such loan by a Pool Insurance Policy, Primary
Mortgage Insurance Policy, FHA Insurance, VA Guaranty, bankruptcy bond or
alternative arrangements, if applicable, arrange with a borrower a schedule for
the liquidation of delinquencies running for no more than 125 days after the
applicable due date for each payment. To the extent the master servicer is
obligated to make or cause to be made advances, such obligation will remain
during any period of such an arrangement.

     In any case in which property securing a loan has been, or is about to be,
conveyed by the mortgagor or obligor, the master servicer will, to the extent it
has knowledge of such conveyance or proposed conveyance, exercise or cause to be
exercised its rights to accelerate the maturity of such loan under any
due-on-sale clause applicable thereto, but only if the exercise of such rights
is permitted by applicable law and will not impair or threaten to impair any
recovery under any Primary Mortgage Insurance Policy. If these conditions are
not met or if the master servicer reasonably believes it is unable under
applicable law to enforce such due-on-sale clause or if such loan is a mortgage
loan insured by the FHA or partially guaranteed by the VA, the master servicer
will enter into or cause to be entered into an assumption and modification
agreement with the person to whom such property has been or is about to be
conveyed, pursuant to which such person becomes liable for repayment of the loan
and, to the extent permitted by


                                       59


applicable law, the mortgagor remains liable thereon. Any fee collected by or on
behalf of the master servicer for entering into an assumption agreement will be
retained by or on behalf of the master servicer as additional servicing
compensation. See "Certain Legal Aspects of the Loans -- Due-on-Sale Clauses".
In connection with any such assumption, the terms of the related loan may not be
changed.

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

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

HAZARD INSURANCE

     In general, the master servicer will require the mortgagor or obligor on
each loan to maintain a hazard insurance policy providing for no less than the
coverage of the standard form of fire insurance policy with extended coverage
customary for the type of Property in the state in which such Property is
located. Such coverage will be in an amount that is at least equal to the lesser
of

     o    the maximum insurable value of the improvements securing such loan or

     o    the greater of

          (1) the outstanding principal balance of the loan and

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

All amounts collected by the master servicer under any hazard policy (except for
amounts to be applied to the restoration or repair of the Property or released
to the mortgagor or obligor in accordance with the master servicer's normal
servicing procedures) will be deposited in the related Security Account. In the
event that the master servicer maintains a blanket policy insuring against
hazard losses on all the loans comprising part of a trust fund, it will
conclusively be deemed to have satisfied its obligation relating to


                                       60


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

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

     The hazard insurance policies covering properties securing the loans
typically contain a clause which in effect requires the insured at all time to
carry insurance of a specified percentage (generally 80% to 90%) of the full
replacement value of the insured property in order to recover the full amount of
any partial loss. If the insured's coverage falls below this specified
percentage, then the insurer's liability in the event of partial loss will not
exceed the larger of

     o    the actual cash value (generally defined as replacement cost at the
          time and place of loss, less physical depreciation) of the
          improvements damaged or destroyed or

     o    such proportion of the loss as the amount of insurance carried bears
          to the specified percentage of the full replacement cost of such
          improvements.

Since the amount of hazard insurance the master servicer may cause to be
maintained on the improvements securing the loans declines as the principal
balances owing thereon decrease, and since improved real estate generally has
appreciated in value over time in the past, the effect of this requirement in
the event of partial loss may be that hazard insurance proceeds will be
insufficient to restore fully the damaged property. If specified in the related
prospectus supplement, a special hazard insurance policy will be obtained to
insure against certain of the uninsured risks described above. See "Credit
Enhancement".

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

     If the Property securing a defaulted loan is damaged and proceeds, if any,
from the related hazard insurance policy are insufficient to restore the damaged
Property, the master servicer is not required to expend its own funds to restore
the damaged Property unless it determines (i) that such restoration will
increase the proceeds to securityholders on liquidation of the loan after
reimbursement of the master


                                       61


servicer for its expenses and (ii) that such expenses will be recoverable by it
from related Insurance Proceeds or Liquidation Proceeds.

     If recovery on a defaulted loan under any related Insurance Policy is not
available for the reasons set forth in the preceding paragraph, or if the
defaulted loan is not covered by an Insurance Policy, the master servicer will
be obligated to follow or cause to be followed such normal practices and
procedures as it deems necessary or advisable to realize upon the defaulted
loan. If the proceeds of any liquidation of the Property securing the defaulted
loan are less than the principal balance of such loan plus interest accrued
thereon that is payable to securityholders, the trust fund will realize a loss
in the amount of such difference plus the aggregate of expenses incurred by the
master servicer in connection with such proceedings and which are reimbursable
under the Agreement. In the unlikely event that any such proceedings result in a
total recovery which is, after reimbursement to the master servicer of its
expenses, in excess of the principal balance of such loan plus interest accrued
thereon that is payable to securityholders, the master servicer will be entitled
to withdraw or retain from the Security Account amounts representing its normal
servicing compensation with respect to such loan and amounts representing the
balance of such excess, exclusive of any amount required by law to be forwarded
to the related borrower, as additional servicing compensation.

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

     The proceeds from any liquidation of a loan will be applied in the
following order of priority: first, to reimburse the master servicer for any
unreimbursed expenses incurred by it to restore the related Property and any
unreimbursed servicing compensation payable to the master servicer with respect
to such loan; second, to reimburse the master servicer for any unreimbursed
advances with respect to such loan; third, to accrued and unpaid interest (to
the extent no advance has been made for such amount) on such loan; and fourth,
as a recovery of principal of such loan.

REALIZATION UPON DEFAULTED LOANS

     Primary Mortgage Insurance Policies. If so specified in the related
prospectus supplement, the master servicer will maintain or cause to be
maintained, as the case may be, in full force and effect, a Primary Mortgage
Insurance Policy with regard to each loan for which such coverage is required.
Primary Mortgage Insurance Policies reimburse certain losses sustained by reason
of defaults in payments by borrowers. The master servicer will not cancel or
refuse to renew any such Primary Mortgage Insurance Policy in effect at the time
of the initial issuance of a series of securities that is required to be kept in
force under the applicable Agreement unless the replacement Primary Mortgage
Insurance Policy for such cancelled or nonrenewed policy is maintained with an
insurer whose claims-paying ability is sufficient to maintain the current rating
of the classes of securities of such series that have been rated.


                                       62


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

     Loans designated in the related prospectus supplement as guaranteed by the
VA will be partially guaranteed by the VA under the Serviceman's Readjustment
Act of 1944, as amended (a "VA Guaranty"). The Serviceman's Readjustment Act of
1944, as amended, permits a veteran (or in certain instances the spouse of a
veteran) to obtain a mortgage loan guaranty by the VA covering mortgage
financing of the purchase of a one- to four-family dwelling unit at interest
rates permitted by the VA. The program has no mortgage loan limits, requires no
down payment from the purchaser and permits the guaranty of mortgage loans of up
to 30 years' duration. However, no loan guaranteed by the VA will have an
original principal amount greater than five times the partial VA guaranty for
such loan. The maximum guaranty that may be issued by the VA under a VA
guaranteed mortgage loan depends upon the original principal amount of the
mortgage loan, as further described in 38 United States Code Section 1803(a), as
amended.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

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

     The master servicer will pay or cause to be paid certain ongoing expenses
associated with each trust fund and incurred by it in connection with its
responsibilities under the related Agreement, including, without limitation,
payment of any fee or other amount payable in respect of any credit enhancement
arrangements, payment of the fees and disbursements of the trustee, any
custodian appointed by the trustee, the certificate registrar and any paying
agent, and payment of expenses incurred in enforcing the obligations of
sub-servicers and sellers. The master servicer will be entitled to reimbursement
of expenses incurred in enforcing the obligations of sub-servicers and sellers
under certain limited circumstances.

EVIDENCE AS TO COMPLIANCE

     Each Agreement will provide that on or before a specified date in each
year, a firm of independent public accountants will furnish a statement to the
trustee to the effect that, on the basis of the examination by such firm
conducted substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC, the servicing by or on


                                       63


behalf of the master servicer of mortgage loans or private asset backed
securities, or under pooling and servicing agreements substantially similar to
each other (including the related Agreement) was conducted in compliance with
such agreements except for any significant exceptions or errors in records that,
in the opinion of the firm, the Audit Program for Mortgages serviced for FHLMC,
or the Uniform Single Attestation Program for Mortgage Bankers, it is required
to report. In rendering its statement such firm may rely, as to matters relating
to the direct servicing of loans by sub-servicers, upon comparable statements
for examinations conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for FHLMC (rendered within one year of such statement) of firms of
independent public accountants with respect to the related sub-servicer.

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

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

CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR

     The master servicer under each Pooling and Servicing Agreement or Master
Servicing Agreement, as applicable, will be named in the related prospectus
supplement. The entity serving as master servicer may have normal business
relationships with the depositor or the depositor's affiliates.

     Each Agreement will provide that the master servicer may not resign from
its obligations and duties under the Agreement except upon a determination that
its duties thereunder are no longer permissible under applicable law. The master
servicer may, however, be removed from its obligations and duties as set forth
in the Agreement. No such resignation will become effective until the trustee or
a successor servicer has assumed the master servicer's obligations and duties
under the Agreement.

     Each Agreement will further provide that neither the master servicer, the
depositor nor any director, officer, employee, or agent of the master servicer
or the depositor will be under any liability to the related trust fund or
securityholders for any action taken or for refraining from the taking of any
action in good faith pursuant to the Agreement, or for errors in judgment;
provided, however, that neither the master servicer, the depositor nor any such
person will be protected against any liability which would otherwise be imposed
by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties thereunder or by reason of reckless disregard of
obligations and duties thereunder. Each Agreement will further provide that the
master servicer, the depositor and any director, officer, employee or agent of
the master servicer or the depositor will be entitled to indemnification by the
related trust fund and will be held harmless against any loss, liability or
expense incurred in connection with any legal action relating to the Agreement
or the securities, other than any loss, liability or expense related to any
specific loan or loans (except any such loss, liability or expense otherwise
reimbursable pursuant to the Agreement) and any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties thereunder or by reason of reckless disregard of
obligations and duties thereunder. In addition, each Agreement will provide that
neither the master servicer nor the depositor will be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
respective responsibilities under the Agreement and which in its opinion may
involve it in any expense or liability. The master servicer or the depositor
may, however, in its discretion undertake any such action which it may deem
necessary or desirable with respect to the Agreement and the rights and duties
of the parties thereto and the interests of the securityholders thereunder. In
such event, the legal expenses


                                       64


and costs of such action and any liability resulting therefrom will be expenses,
costs and liabilities of the trust fund and the master servicer or the
depositor, as the case may be, will be entitled to be reimbursed therefor out of
funds otherwise distributable to securityholders.

     In general, any person into which the master servicer may be merged or
consolidated, or any person resulting from any merger or consolidation to which
the master servicer is a party, or any person succeeding to the business of the
master servicer, will be the successor of the master servicer under each
Agreement, provided that

     o    that person is qualified to sell mortgage loans to, and service
          mortgage loans on behalf of, Fannie Mae or Freddie Mac and

     o    the related merger, consolidation or succession does not adversely
          affect the then current rating or ratings of the class or classes of
          securities of the related series that have been rated.

EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT

     Pooling and Servicing Agreement; Master Servicing Agreement. The applicable
prospectus supplement may provide for other Events of Default under any Pooling
and Servicing Agreement or Master Servicing Agreement, but if it does not, the
Events of Default will consist of

     o    any failure by the master servicer to distribute or cause to be
          distributed to securityholders of any class any required payment
          (other than an advance) which continues unremedied for five days after
          the giving of written notice of such failure to the master servicer by
          the trustee or the depositor, or to the master servicer, the depositor
          and the trustee by the holders of securities of such class evidencing
          not less than 25% of the total distributions allocated to such class
          ("percentage interests");

     o    any failure by the master servicer to make an advance as required
          under the Agreement, unless cured as specified therein;

     o    any failure by the master servicer duly to observe or perform in any
          material respect any of its other covenants or agreements in the
          Agreement which continues unremedied for thirty days after the giving
          of written notice of such failure to the master servicer by the
          trustee or the depositor, or to the master servicer, the depositor and
          the trustee by the holders of securities of any class evidencing not
          less than 25% of the aggregate percentage interests constituting such
          class; and

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

     If specified in the related prospectus supplement, the Agreement will
permit the trustee to sell the Trust Fund Assets and the other assets of the
trust fund described under "Credit Enhancement" herein in the event that
payments in respect thereto are insufficient to make payments required in the
Agreement. The assets of the trust fund will be sold only under the
circumstances and in the manner specified in the related prospectus supplement.

     The applicable prospectus supplement may provide for steps required to be
taken if an Event of Default remains unremedied, but if it does not, so long as
an Event of Default under an Agreement remains unremedied, the depositor or the
trustee may, and at the direction of holders of securities of any class
evidencing not less than 25% of the aggregate percentage interests constituting
such class and under such other circumstances as may be specified in such
Agreement, the trustee shall terminate all of the


                                       65


rights and obligations of the master servicer under the Agreement relating to
such trust fund and in and to the related Trust Fund Assets, whereupon the
trustee will succeed to all of the responsibilities, duties and liabilities of
the master servicer under the Agreement, including, if specified in the related
prospectus supplement, the obligation to make advances, and will be entitled to
similar compensation arrangements. In the event that the trustee is unwilling or
unable so to act, it may appoint, or petition a court of competent jurisdiction
for the appointment of, a mortgage loan servicing institution with a net worth
of a least $10,000,000 to act as successor to the master servicer under the
Agreement. Pending that appointment, the trustee is obligated to act in such
capacity. The trustee and any such successor may agree upon the servicing
compensation to be paid, which in no event may be greater than the compensation
payable to the master servicer under the Agreement.

     Unless otherwise provided in the related prospectus supplement, no
securityholder, solely by virtue of such holder's status as a securityholder,
will have any right under any Agreement to institute any proceeding with respect
to such Agreement, unless such holder previously has given to the trustee
written notice of default and unless the holders of securities of any class of
such series evidencing not less than 25% of the aggregate percentage interests
constituting such class 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.

     Indenture. The applicable prospectus supplement may provide for other
Events of Default, but if it does not, the Events of Default under each
Indenture will consist of:

     o    a default in the payment of any principal of or interest on any note
          of such series which continues unremedied for five days after the
          giving of written notice of such default is given as specified in the
          related prospectus supplement;

     o    failure to perform in any material respect any other covenant of the
          depositor or the trust fund in the Indenture which continues for a
          period of thirty (30) days after notice thereof is given in accordance
          with the procedures described in the related prospectus supplement;

     o    certain events of bankruptcy, insolvency, receivership or liquidation
          of the depositor or the trust fund; or

     o    any other Event of Default provided with respect to notes of that
          series including but not limited to certain defaults on the part of
          the issuer, if any, of a credit enhancement instrument supporting such
          notes.

     If an Event of Default with respect to the notes of any series at the time
outstanding occurs and is continuing, either the trustee or the holders of a
majority of the then aggregate outstanding amount of the notes of such series
may declare the principal amount (or, if the notes of that series have an
interest rate of 0%, such portion of the principal amount as may be specified in
the terms of that series, as provided in the related prospectus supplement) of
all the notes of such series to be due and payable immediately. Such declaration
may, under certain circumstances, be rescinded and annulled by the holders of
more than 50% of the percentage interests of the notes of such series.

     If, following an Event of Default with respect to any series of notes, the
notes of such series have been declared to be due and payable, the trustee may,
in its discretion, notwithstanding such acceleration, elect to maintain
possession of the collateral securing the notes of such series and to continue
to apply distributions on such collateral as if there had been no declaration of
acceleration if such collateral continues to provide sufficient funds for the
payment of principal of and interest on the notes of such series as they would
have become due if there had not been such a declaration. In addition, the
trustee


                                       66


may not sell or otherwise liquidate the collateral securing the notes of a
series following an Event of Default, other than a default in the payment of any
principal or interest on any note of such series for five days or more, unless

     o    the holders of 100% of the percentage interests of the notes of such
          series consent to such sale,

     o    the proceeds of such sale or liquidation are sufficient to pay in full
          the principal of and accrued interest, due and unpaid, on the
          outstanding notes of such series at the date of such sale or

     o    the trustee determines that such collateral would not be sufficient on
          an ongoing basis to make all payments on such notes as such payments
          would have become due if such notes had not been declared due and
          payable, and the trustee obtains the consent of the holders of 66 2/3%
          of the percentage interests of the notes of such series.

     In the event that the trustee liquidates the collateral in connection with
an Event of Default involving a default for five days or more in the payment of
principal of or interest on the notes of a series, the Indenture provides that
the trustee will have a prior lien on the proceeds of any such liquidation for
unpaid fees and expenses. As a result, upon the occurrence of such an Event of
Default, the amount available for distribution to the noteholders would be less
than would otherwise be the case. However, the trustee may not institute a
proceeding for the enforcement of its lien except in connection with a
proceeding for the enforcement of the lien of the Indenture for the benefit of
the noteholders after the occurrence of such an Event of Default.

     In the event the principal of the notes of a series is declared due and
payable, as described above, the holders of any such notes issued at a discount
from par may be entitled to receive no more than an amount equal to the unpaid
principal amount thereof less the amount of such discount which is unamortized.

     Subject to the provisions of the Indenture relating to the duties of the
trustee, in case an Event of Default shall occur and be continuing with respect
to a series of notes, the trustee shall be under no obligation to exercise any
of the rights or powers under the Indenture at the request or direction of any
of the holders of notes of such series, unless such holders offered to the
trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in complying with such request or
direction. Subject to such provisions for indemnification and certain
limitations contained in the Indenture, the holders of a majority of the then
aggregate outstanding amount of the notes of such series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the
trustee with respect to the notes of such series, and the holders of a majority
of the then aggregate outstanding amount of the notes of such series may, in
certain cases, waive any default with respect thereto, except a default in the
payment of principal or interest or a default in respect of a covenant or
provision of the Indenture that cannot be modified without the waiver or consent
of all the holders of the outstanding notes of such series affected thereby.

AMENDMENT

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

          (a) to cure any ambiguity;


                                       67


          (b) to correct any defective provision in the Agreement or to
     supplement any provision in the Agreement that may be inconsistent with any
     other provision in it;

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

          (d) to make any other revisions with respect to matters or questions
     arising under the Agreement which are not inconsistent with the provisions
     in it,

provided that such action will not adversely affect in any material respect the
interests of any securityholder. Any amendment described in clauses (a), (b),
(c) and (d) above, made solely to conform the Agreement to the final prospectus
supplement provided to investors in connection with the initial offering of the
securities by the Depositor will be deemed not to materially and adversely
affect the interests of securityholders. In addition, an amendment will be
deemed not to adversely affect in any material respect the interests of the
securityholders if the person requesting such amendment obtains a letter from
each Rating Agency requested to rate the class or classes of securities of such
series stating that such amendment will not result in the downgrading or
withdrawal of the respective ratings then assigned to such securities.

     In addition, to the extent provided in the related Agreement, an Agreement
may be amended without the consent of any of the securityholders, to change the
manner in which the Security Account is maintained, provided that any such
change does not adversely affect the then current rating on the class or classes
of securities of such series that have been rated. Moreover, the related
Agreement may be amended to modify, eliminate or add to any of its provisions to
the extent necessary to maintain the qualification of the related trust fund as
a REMIC or to avoid or minimize the risk of imposition of any tax on the REMIC,
if a REMIC election is made with respect to the trust fund, or to comply with
any other requirements of the Code, if the trustee has received an opinion of
counsel to the effect that the action is necessary or helpful to maintain the
qualification, avoid or minimize that risk or comply with those requirements, as
applicable.

     The applicable prospectus supplement may specify other amendment
provisions, but if it does not, each Agreement may also be amended by the
depositor, the master servicer and the trustee with consent of holders of
securities of such series evidencing not less than 66% of the aggregate
percentage interests of each class affected thereby for the purpose of adding
any provisions to or changing in an manner or eliminating any of the provisions
of the Agreement or of modifying in any manner the rights of the holders of the
related securities; provided, however, that no such amendment may

     o    reduce in any manner the amount of or delay the timing of, payments
          received on loans which are required to be distributed on any security
          without the consent of the holder of such security, or

     o    reduce the aforesaid percentage of securities of any class the holders
          of which are required to consent to any such amendment without the
          consent of the holders of all securities of such class covered by such
          Agreement then outstanding.

If a REMIC election is made with respect to a trust fund, the trustee will not
be entitled to consent to an amendment to the related Agreement without having
first received an opinion of counsel to the effect that such amendment will not
cause such trust fund to fail to qualify as a REMIC.


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TERMINATION; OPTIONAL TERMINATION

     Pooling and Servicing Agreement; Trust Agreement. The applicable prospectus
supplement may provide for the timing by which the Agreement terminates, but if
it does not, the obligations created by each Pooling and Servicing Agreement and
Trust Agreement for each series of securities will terminate upon the payment to
the related securityholders of all amounts held in the Security Account or by
the master servicer and required to be paid to them pursuant to such Agreement
following the later of

          (i) the final payment of or other liquidation of the last of the Trust
     Fund Assets subject thereto or the disposition of all property acquired
     upon foreclosure of any such Trust Fund Assets remaining in the trust fund
     and

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

     Any purchase of Trust Fund Assets and property acquired in respect of Trust
Fund Assets evidenced by a series of securities will be made at the option of
the master servicer, or the party specified in the related prospectus
supplement, including the holder of the REMIC residual interest, at a price
specified in the related prospectus supplement. The exercise of such right will
effect early retirement of the securities of that series, but the right of the
master servicer, or the other party or, if applicable, the holder of the REMIC
residual interest, to so purchase is subject to the principal balance of the
related Trust Fund Assets being less than the percentage specified in the
related prospectus supplement of the aggregate principal balance of the Trust
Fund Assets at the cut-off date for the series. The foregoing is subject to the
provision that if a REMIC election is made with respect to a trust fund, any
repurchase pursuant to clause (ii) above will be made only in connection with a
"qualified liquidation" of the REMIC within the meaning of Section 860F(g)(4) of
the Code.

     Indenture. The Indenture will be discharged with respect to a series of
notes (except with respect to certain continuing rights specified in the
Indenture) upon the delivery to the trustee for cancellation of all the notes of
such series or, with certain limitations, upon deposit with the trustee of funds
sufficient for the payment in full of all of the notes of such series.

     In addition to such discharge with certain limitations, the Indenture will
provide that, if so specified with respect to the notes of any series, the
related trust fund will be discharged from any and all obligations in respect of
the notes of such series (except for certain obligations relating to temporary
notes and exchange of notes, to register the transfer of or exchange notes of
such series, to replace stolen, lost or mutilated notes of such series, to
maintain paying agencies and to hold monies for payment in trust) upon the
deposit with the trustee, in trust, of money and/or direct obligations of or
obligations guaranteed by the United States of America which through the payment
of interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
installment of interest on the notes of such series on the last scheduled
distribution date for such notes and any installment of interest on such notes
in accordance with the terms of the Indenture and the notes of such series. In
the event of any such defeasance and discharge of notes of such series, holders
of notes of such series would be able to look only to such money and/or direct
obligations for payment of principal and interest, if any, on their notes until
maturity.


                                       69


THE TRUSTEE

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

                       CERTAIN LEGAL ASPECTS OF THE LOANS

     The following discussion contains summaries, which are general in nature,
of certain legal matters relating to the loans. Because such legal aspects are
governed primarily by applicable state law (which laws may differ
substantially), the descriptions do not, except as expressly provided below,
reflect the laws of any particular state, nor encompass the laws of all states
in which the security for the loans is situated. The descriptions are qualified
in their entirety by reference to the applicable federal laws and the
appropriate laws of the states in which loans may be originated.

GENERAL

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

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

     Cooperatives. Certain of the loans may be cooperative loans. The
cooperative owns all the real property that comprises the project, including the
land, separate dwelling units and all common areas. The cooperative is directly
responsible for project management and, in most cases, payment of real estate
taxes and hazard and liability insurance. If there is a blanket mortgage on the
cooperative and/or underlying land, as is generally the case, the cooperative,
as project mortgagor, is also responsible for meeting these mortgage
obligations. A blanket mortgage is ordinarily incurred by the cooperative in
connection with the construction or purchase of the cooperative's apartment
building. The interest of the occupant under proprietary leases or occupancy
agreements to which that cooperative is a party are generally subordinate to the
interest of the holder of the blanket mortgage in that building. If the
cooperative is unable to meet the payment obligations arising under its blanket
mortgage, the mortgagee


                                       70


holding the blanket mortgage could foreclose on that mortgage and terminate all
subordinate proprietary leases and occupancy agreements. In addition, the
blanket mortgage on a cooperative may provide financing in the form of a
mortgage that does not fully amortize with a significant portion of principal
being due in one lump sum at final maturity. The inability of the cooperative to
refinance this mortgage and its consequent inability to make such final payment
could lead to foreclosure by the mortgagee providing the financing. A
foreclosure in either event by the holder of the blanket mortgage could
eliminate or significantly diminish the value of any collateral held by the
lender who financed the purchase by an individual tenant-stockholder of
cooperative shares or, in the case of a trust fund including cooperative loans,
the collateral securing the cooperative loans.

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

FORECLOSURE

     Deed of Trust. Foreclosure of a deed of trust is generally accomplished by
a non-judicial sale under a specific provision in the deed of trust which
authorizes the trustee to sell the property at public auction upon any material
default by the borrower under the terms of the note or deed of trust. In certain
states, such foreclosure also may be accomplished by judicial action in the
manner provided for foreclosure of mortgages. In addition to any notice
requirements contained in a deed of trust, in some states (such as California),
the trustee must record a notice of default and send a copy to the
borrower-trustor, to any person who has recorded a request for a copy of any
notice of default and notice of sale, to any successor in interest to the
borrower-trustor, to the beneficiary of any junior deed of trust and to certain
other persons. In some states (including California), the borrower-trustor has
the right to reinstate the loan at any time following default until shortly
before the trustee's sale. In general, the borrower, or any other person having
a junior encumbrance on the real estate, may, during a statutorily prescribed
reinstatement period, cure a monetary default by paying the entire amount in
arrears plus other designated costs and expenses incurred in enforcing the
obligation. Generally, state law controls the amount of foreclosure expenses and
costs, including attorney's fees, which may be recovered by a lender. After the
reinstatement period has expired without the default having been cured, the
borrower or junior lienholder no longer has the right to reinstate the loan and
must pay the loan in full to prevent the scheduled foreclosure sale. If the deed
of trust is not reinstated within any applicable cure period, a notice of sale
must be posted in a public place and, in most states (including California),
published for a specific period of time in one or more newspapers. In addition,
some state laws require that a copy of the notice of sale be posted on the
property and sent to all parties having an interest of record in the real
property. In California, the entire process from recording a notice of default
to a non-judicial sale usually takes four to five months.


                                       71


     Mortgages. Foreclosure of a mortgage is generally accomplished by judicial
action. The action is initiated by the service of legal pleadings upon all
parties having an interest in the real property. Delays in completion of the
foreclosure may occasionally result from difficulties in locating necessary
parties. Judicial foreclosure proceedings are often not contested by any of the
parties. When the mortgagee's right to foreclosure is contested, the legal
proceedings necessary to resolve the issue can be time consuming. After the
completion of a judicial foreclosure proceeding, the court generally issues a
judgment of foreclosure and appoints a referee or other court officer to conduct
the sale of the property. In some states, mortgages may also be foreclosed by
advertisement, pursuant to a power of sale provided in the mortgage.

     Although foreclosure sales are typically public sales, frequently no third
party purchaser bids in excess of the lender's lien because of the difficulty of
determining the exact status of title to the property, the possible
deterioration of the property during the foreclosure proceedings and a
requirement that the purchaser pay for the property in cash or by cashier's
check. Thus the foreclosing lender often purchases the property from the trustee
or referee for an amount equal to the principal amount outstanding under the
loan, accrued and unpaid interest and the expenses of foreclosure in which event
the mortgagor's debt will be extinguished or the lender may purchase for a
lesser amount in order to preserve its right against a borrower to seek a
deficiency judgment in states where such judgment is available. Thereafter,
subject to the right of the borrower in some states to remain in possession
during the redemption period, the lender will assume the burden 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 will
commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the sale of the property may not equal the
lender's investment in the property. Any loss may be reduced by the receipt of
any mortgage guaranty insurance proceeds.

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

     When the beneficiary under a junior mortgage or deed of trust cures the
default and reinstates or redeems by paying the full amount of the senior
mortgage or deed of trust, the amount paid by the beneficiary so to cure or
redeem becomes a part of the indebtedness secured by the junior mortgage or deed
of trust. See "Junior Mortgages; Rights of Senior Mortgagees" below.

     Cooperative Loans. The cooperative shares owned by the tenant-stockholder
and pledged to the lender are, in almost all cases, subject to restrictions on
transfer as set forth in the cooperative's certificate of incorporation and
bylaws, as well as the proprietary lease or occupancy agreement, and may be
cancelled by the cooperative for failure by the tenant-stockholder to pay rent
or other obligations or charges owed by such tenant-stockholder, including
mechanics' liens against the cooperative apartment building incurred by such
tenant-stockholder. The proprietary lease or occupancy


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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 with an opportunity to cure the
default. The recognition agreement typically provides that if the proprietary
lease or occupancy agreement is terminated, the cooperative will recognize the
lender's lien against proceeds form the sale of the cooperative apartment,
subject, however, to the cooperative's right to sums due under such proprietary
lease or occupancy agreement. The total amount owed to the cooperative by the
tenant-stockholder, which the lender generally cannot restrict and does not
monitor, could reduce the value of the collateral below the outstanding
principal balance of the cooperative loan and accrued and unpaid interest
thereon.

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

     In some states, foreclosure on the cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the 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 to receive sums due under the
proprietary lease or occupancy agreement. If there are proceeds remaining, the
lender must account to the tenant-stockholder for the surplus. Conversely, if a
portion of the indebtedness remains unpaid, the tenant-stockholder is generally
responsible for the deficiency. See "Anti-Deficiency Legislation and Other
Limitations on Lenders" below.

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

ENVIRONMENTAL RISKS

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


                                       73


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

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

     If a lender is or becomes liable, it can bring an action for contribution
against any other "responsible parties," including a previous owner or operator,
who created the environmental hazard, but those persons or entities may be
bankrupt or otherwise judgment proof. The costs associated with environmental
cleanup may be substantial. It is conceivable that such costs arising from the
circumstances set forth above would result in a loss to certificateholders.

     CERCLA does not apply to petroleum products, and the secured creditor
exclusion does not govern liability for cleanup costs under federal laws other
than CERCLA, in particular SubTitle I of the federal Resource Conservation and
Recovery Act ("RCRA"), which regulates underground petroleum storage tanks
(except heating oil tanks). The EPA has adopted a lender liability rule for
underground storage tanks under SubTitle I of RCRA. Under that rule, a holder of
a security interest in an underground storage tank or real property containing
an underground storage tank is not considered an operator of the underground
storage tank as long as petroleum is not added to, stored in or dispensed from
the tank. Moreover, under the Asset Conservation Act, the protections accorded
to lenders under CERCLA are also accorded to holders of security interests in
underground petroleum storage tanks. It should be noted, however, that liability
for cleanup of petroleum contamination may be governed by state law, which may
not provide for any specific protection for secured creditors.

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


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RIGHTS OF REDEMPTION

     In some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the borrower and foreclosed junior lienors are given a statutory
period in which to redeem the property from the foreclosure sale. In certain
other states (including California), this right of redemption applies only to
sales following judicial foreclosure, and not to sales pursuant to a
non-judicial power of sale. In most states where the right of redemption is
available, statutory redemption may occur upon payment of the foreclosure
purchase price, accrued interest and taxes. In other states, redemption may be
authorized if the former borrower pays only a portion of the sums due. The
effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property. The exercise of a right of redemption
would defeat the title of any purchaser from the lender subsequent to
foreclosure or sale under a deed of trust. Consequently, the practical effect of
the redemption right is to force the lender to retain the property and pay the
expenses of ownership until the redemption period has run. In some states, there
is no right to redeem property after a trustee's sale under a deed of trust.

ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS

     Certain states have imposed statutory and judicial restrictions that limit
the remedies of a beneficiary under a deed of trust or a mortgagee under a
mortgage. In some states, including California, statutes and case law limit the
right of the beneficiary or mortgagee to obtain a deficiency judgment against
borrowers financing the purchase of their residence or following sale under a
deed of trust or certain other foreclosure proceedings. A deficiency judgment is
a personal judgment against the borrower equal in most cases to the difference
between the amount due to the lender and the fair market value of the real
property at the time of the foreclosure sale. In certain states, including
California, if a lender simultaneously originates a loan secured by a senior
lien on a particular property and a loan secured by a junior lien on the same
property, such a lender as the holder of the junior lien may be precluded from
obtaining a deficiency judgment with respect to the excess of the aggregate
amount owed under both such loans over the proceeds of any sale under a deed of
trust or other foreclosure proceedings. As a result of these prohibitions, it is
anticipated that in most instances the master servicer will utilize the
non-judicial foreclosure remedy and will not seek deficiency judgments against
defaulting borrowers.

     Some state 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.
In certain other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting such security;
however, in some of these states, the lender, following judgment on such
personal action, may be deemed to have elected a remedy and may be precluded
from exercising remedies with respect to the security. Consequently, the
practical effect of the election requirement, when applicable, is that lenders
will usually proceed first against the security rather than bringing a personal
action against the borrower. In some states, exceptions to the anti-deficiency
statutes are provided for in certain instances where the value of the lender's
security has been impaired by acts or omissions of the borrower, for example, in
the event of waste of the property. Finally, other statutory provisions limit
any deficiency judgment against the former borrower following a foreclosure sale
to the excess of the outstanding debt over the fair market value of the property
at the time of the public sale. The purpose of these statutes is generally to
prevent a beneficiary or a mortgagee from obtaining a large deficiency judgment
against the former borrower as a result of low or no bids at the foreclosure
sale.

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


                                       75


of a cooperative loan, would be the shares of the cooperative and the related
proprietary lease or occupancy agreement) was conducted in a commercially
reasonable manner.

     In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,
and state laws affording relief to debtors, may interfere with or affect the
ability of the secured mortgage lender to realize upon its security. For
example, in a proceeding under the federal Bankruptcy Code, a lender may not
foreclose on a mortgaged property without the permission of the bankruptcy
court. The rehabilitation plan proposed by the debtor may provide, if the
mortgaged property is not the debtor's principal residence and the court
determines that the value of the mortgaged property is less than the principal
balance of the mortgage loan, for the reduction of the secured indebtedness to
the value of the mortgaged property as of the date of the commencement of the
bankruptcy, rendering the lender a general unsecured creditor for the
difference, and also may reduce the monthly payments due under such mortgage
loan, change the rate of interest and alter the mortgage loan repayment
schedule. The effect of any such proceedings under the federal Bankruptcy Code,
including but not limited to any automatic stay, could result in delays in
receiving payments on the loans underlying a series of securities and possible
reductions in the aggregate amount of such payments.

     The federal tax laws provide priority to certain tax liens over the lien of
a mortgage or secured party.

DUE-ON-SALE CLAUSES

     Generally, each conventional loan will contain a due-on-sale clause which
will generally provide that if the mortgagor or obligor sells, transfers or
conveys the Property, the loan or contract may be accelerated by the mortgagee
or secured party. Court decisions and legislative actions have placed
substantial restriction on the right of lenders to enforce such clauses in many
states. For instance, the California Supreme Court in August 1978 held that
due-on-sale clauses were generally unenforceable. However, the Garn-St Germain
Depository Institutions Act of 1982 (the "Garn-St Germain Act"), subject to
certain exceptions, preempts state constitutional, statutory and case law
prohibiting the enforcement of due-on-sale clauses. As a result, due-on-sale
clauses have become generally enforceable except in those states whose
legislatures exercised their authority to regulate the enforceability of such
clauses with respect to mortgage loans that were (i) originated or assumed
during the "window period" under the Garn-St Germain Act which ended in all
cases not later than October 15, 1982, and (ii) originated by lenders other than
national banks, federal savings institutions and federal credit unions. FHLMC
has taken the position in its published mortgage servicing standards that, out
of a total of eleven "window period states," five states (Arizona, Michigan,
Minnesota, New Mexico and Utah) have enacted statutes extending, on various
terms and for varying periods, the prohibition on enforcement of due-on-sale
clauses with respect to certain categories of window period loans. Also, the
Garn-St Germain Act does "encourage" lenders to permit assumption of loans at
the original rate of interest or at some other rate less than the average of the
original rate and the market rate.

     As to loans secured by an owner-occupied residence, the Garn-St Germain Act
sets forth nine specific instances in which a mortgagee covered by the Act may
not exercise its rights under a due-on-sale clause, notwithstanding the fact
that a transfer of the property may have occurred. The inability to enforce a
due-on-sale clause may result in transfer of the related Property to an
uncreditworthy person, which could increase the likelihood of default or may
result in a mortgage bearing an interest rate below the current market rate
being assumed by a new home buyer, which may affect the average life of the
loans and the number of loans which may extend to maturity.

     In addition, under federal bankruptcy law, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from such bankruptcy proceeding.


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ENFORCEABILITY OF PREPAYMENT AND LATE PAYMENT FEES

     Forms of notes, mortgages and deeds of trust used by lenders may 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 the 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 certain state laws, prepayment charges may not be imposed
after a certain period of time following the origination of mortgage loans with
respect to prepayments on loans secured by liens encumbering owner-occupied
residential properties. Since many of the Properties will be owner-occupied, it
is anticipated that prepayment charges may not be imposed with respect to many
of the loans. The absence of such a restraint on prepayment, particularly with
respect to fixed rate loans having higher Loan Rates, may increase the
likelihood of refinancing or other early retirement of such loans or contracts.
Late charges and prepayment fees are typically retained by servicers as
additional servicing compensation.

APPLICABILITY OF USURY LAWS

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

HOME IMPROVEMENT FINANCE

     General. The trust fund may own home improvement loans ("HI Loans") or home
improvement sales contracts ("HI Contracts"). HI Loans are loans that are made
by lenders to finance the purchase of home improvements from third party
sellers, and may be secured by real estate or personal property. HI Contracts
involve sales agreements under which sellers of home improvements extend credit
to the purchasers and retain personal property security interests in the home
improvements as collateral for repayment of the credits.

     Real Estate Collateral. HI Loans secured by real estate generally are
subject to many of the same laws that apply to other types of mortgage loans,
especially laws applicable to home equity or junior lien mortgages. In addition,
some laws may provide particular consumer protections in connection with
mortgage loans that are used to finance home improvements, such as special
disclosures or limits on creditor remedies.

     Sale of Chattel Paper. The credit agreements evidencing HI Loans secured by
personal property and HI Contracts generally are "chattel paper" as defined in
the UCC. Pursuant to the UCC, the sale of chattel paper is treated in a manner
similar to perfection of a security interest in chattel paper. Under the related
agreement, the depositor will transfer physical possession of the chattel paper
to the trustee or a designated custodian or may retain possession of the chattel
paper as custodian for the trustee. In addition, the depositor will make an
appropriate filing of a UCC-1 financing statement in the appropriate states to,
among other things, give notice of the trust's ownership of the chattel paper.
In general, the


                                       77


chattel paper will not be stamped or otherwise marked to reflect assignment of
the chattel paper from the depositor to the trustee. Therefore, if through
negligence, fraud or otherwise, a subsequent purchaser were able to take
physical possession of the chattel paper without notice of such assignment, the
trust's interest in the chattel paper could be defeated.

     Perfection of Personal Property Security Interests. The HI Loans secured by
personal property and the HI Contracts generally include a "purchase money
security interest," as defined in the UCC, in the home improvements being
financed. A financing statement generally is not required to be filed to perfect
a purchase money security interest in consumer goods. Such purchase money
security interests are assignable. In general, a purchase money security
interest grants to the holder a security interest that has priority over a
conflicting security interest in the same collateral and the proceeds of such
collateral. However, to the extent that the collateral subject to a purchase
money security interest becomes a fixture, in order for the related purchase
money security interest to take priority over a conflicting interest in the
fixture, the holder's interest in such home improvement must generally be
perfected by a timely fixture filing. In general, a security interest does not
exist under the UCC in ordinary building materials incorporated into an
improvement on land. A security interest in lumber, bricks, other types of
ordinary building materials or other goods that are deemed to lose such
characterization upon incorporation of such materials into the related property,
will not be secured by a purchase money security interest in the home
improvement being financed.

     Enforcement of Security Interest in Home Improvements. So long as the home
improvement remains personal property and has not become subject to the real
estate law, a creditor with a security interest in the property can repossess
the home improvement by voluntary surrender, by "self-help" repossession that is
"peaceful" (i.e., without breach of the peace) or, in the absence of voluntary
surrender and the ability to repossess without breach of the peace, by judicial
process. The holder of a security interest must give the debtor a number of
days' notice, which generally varies from 10 to 30 days depending on the state,
prior to commencement of any repossession. The UCC and consumer protection laws
in most states place restrictions on repossession sales, including requiring
prior notice to the debtor and commercial reasonableness in effecting such a
sale.

     Under the laws applicable in many states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and
resale of the personal property securing the debtor's loan. However, some states
impose prohibitions or limitations on deficiency judgments, and in many cases
the defaulting borrower would have no assets with which to pay a judgment. Also,
certain other statutory provisions, including federal and state bankruptcy and
insolvency laws and general equitable principles, may limit or delay the ability
of a creditor to repossess and resell personal property collateral or enforce a
deficiency judgment.

     Consumer Claims and Defenses. The Federal Trade Commission's Consumer
Claims and Defenses Rule ("FTC Rule") provides that a seller financing the sale
of consumer goods or services must include in the consumer credit contract a
notice that the purchaser of the contract will take the contract subject to the
claims and defenses that the consumer could assert against the seller. The FTC
Rule also provides that, if a seller of consumer goods or services refers a
purchaser to a lender, or is affiliated with the lender by common control,
contract or business arrangement, the seller may not accept the proceeds of a
purchase money loan made by the lender unless the consumer credit contract
contains a notice that the holder of the contract is subject to the claims and
defenses that the consumer could assert against the seller. Thus, holders of HI
Contracts and certain HI Loans may be subject to claims and defenses that could
be asserted against the seller of home improvements. Liability under the FTC
Rule generally is limited to amounts received by the holder of the consumer
credit obligation; however, the consumer may be able to assert the FTC Rule as a
defense to a claim brought by the trustee against the consumer.


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SERVICEMEMBERS CIVIL RELIEF ACT

     Generally, under the terms of the Servicemembers Civil Relief Act (the
"Relief Act"), a borrower who enters military service after the origination of
such borrower's 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 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 interest rate
limitation could have an effect, for an indeterminate period of time, on the
ability of the master servicer to collect full amounts of interest on certain of
the loans. Unless otherwise provided in the related prospectus supplement, any
shortfall in interest collections resulting from the application of the Relief
Act could result in losses to securityholders. The Relief Act also imposes
limitations which would impair the ability of the master servicer to foreclose
on an affected loan during the borrower's period of active duty status.
Moreover, the Relief Act permits the extension of a loan's maturity and the re-
adjustment of its payment schedule beyond the completion of military service.
Thus, in the event that such a loan goes into default, there may be delays and
losses occasioned by the inability to realize upon the Property in a timely
fashion.

JUNIOR MORTGAGES AND RIGHTS OF SENIOR MORTGAGEES

     To the extent that the loans comprising the trust fund for a series are
secured by mortgages which are junior to other mortgages held by other lenders
or institutional investors, the rights of the trust fund (and therefore the
securityholders), as mortgagee under any such junior mortgage, are subordinate
to those of any mortgagee under any senior mortgage. The senior mortgagee has
the right to receive hazard insurance and condemnation proceeds and to cause the
property securing the loan to be sold upon default of the mortgagor, thereby
extinguishing the junior mortgagee's lien unless the junior mortgagee asserts
its subordinate interest in the property in foreclosure litigation and,
possibly, satisfies the defaulted senior mortgage. A junior mortgagee may
satisfy a defaulted senior loan in full and, in some states, may cure a default
and bring the senior loan current, in either event adding the amounts expended
to the balance due on the junior loan. In many states, absent a provision in the
mortgage or deed of trust, no notice of default is required to be given to a
junior mortgagee.

OTHER LOAN PROVISIONS AND LENDER REQUIREMENTS

     The standard form of the mortgage used by most institutional lenders
confers on the mortgagee the right both to receive all proceeds collected under
any hazard insurance policy and all awards made in connection with condemnation
proceedings, and to apply such proceeds and awards to any indebtedness secured
by the mortgage, in such order as the mortgagee may determine. Thus, in the
event improvements on the property are damaged or destroyed by fire or other
casualty, or in the event the property is taken by condemnation, the mortgagee
or beneficiary under senior mortgages will have the prior right to collect any
insurance proceeds payable under a hazard insurance policy and any award of
damages in connection with the condemnation and to apply the same to the
indebtedness secured by the senior mortgages. Proceeds in excess of the amount
of senior mortgage indebtedness, in most cases, may be applied to the
indebtedness of a junior mortgage. Lenders in California may not require a
borrower to provide property insurance for more than the replacement cost of the
improvements, even if the loan balance exceeds this amount. In the event of a
casualty, lenders may be required to make the insurance proceeds available to
the borrower for repair and restoration, rather than applying the proceeds to
outstanding indebtedness.

     Another provision sometimes found in the form of the mortgage or deed of
trust used by institutional lenders obligates the mortgagor to pay before
delinquency all taxes and assessments on the property and, when due, all
encumbrances, charges and liens on the property which appear prior to the
mortgage or


                                       79


deed of trust, to provide and maintain fire insurance on the property, to
maintain and repair the property and not to commit or permit any waste thereof,
and to appear in and defend any action or proceeding purporting to affect the
property or the rights of the mortgagee under the mortgage. Upon a failure of
the mortgagor to perform any of these obligations, the mortgagee is given the
right under certain mortgages to perform the obligation itself, at its election,
with the mortgagor agreeing to reimburse the mortgagee for any sums expended by
the mortgagee on behalf of the mortgagor. All sums so expended by the mortgagee
become part of the indebtedness secured by the mortgage. In some cases lenders
require borrowers to make monthly deposits for estimated real estate taxes and
property insurance premiums. Certain states, including California, impose
limitations on both the amount of tax and insurance impounds that may be
collected from a borrower, and upon the application of the impounded funds.

     Generally lenders begin charging interest from the date the loan is
disbursed. In California regulations may prohibit mortgage lenders financing
residential purchases from charging interest on loan amounts outstanding for
periods more than one day prior to the recording of the deed to the residence,
even though the loan proceeds have been disbursed into escrow.

PRIORITY OF ADDITIONAL ADVANCES

     The form of credit line trust deed or mortgage generally used by most
institutional lenders which make revolving credit line loans typically contains
a "future advance" clause, which provides, in essence, that additional amounts
advanced to or on behalf of the borrower by the beneficiary or lender are to be
secured by the deed of trust or mortgage. The priority of the lien securing any
advance made under the clause may depend in most states on whether the deed of
trust or mortgage is called and recorded as a credit line deed of trust or
mortgage. If the beneficiary or lender advances additional amounts, the advance
is entitled to receive the same priority as amounts initially advanced under the
trust deed or mortgage, notwithstanding the fact that there may be junior trust
deeds or mortgages and other liens which intervene between the date of recording
of the trust deed or mortgage and the date of the future advance, and
notwithstanding that the beneficiary or lender had actual knowledge of such
intervening junior trust deeds or mortgages and other liens at the time of the
advance. In most states, the trust deed or mortgage lien securing mortgage loans
of the type which includes home equity credit lines applies retroactively to the
date of the original recording of the trust deed or mortgage, provided that the
total amount of advances under the home equity credit line does not exceed the
maximum specified principal amount of the recorded trust deed or mortgage,
except as to advances made after receipt by the lender of a written notice of
lien from a judgment lien creditor of the trustor. In California priority will
be lost with respect to advances made under subsequently recorded deeds of trust
or mortgages, if the prior credit line lender has knowledge of such advances
unless the advances under the secured credit line are determined to be
"obligatory" rather than "discretionary."

THE TITLE I PROGRAM

     General. Certain of the loans contained in a trust fund may be loans
insured under the FHA Title I Credit Insurance program created pursuant to
Sections 1 and 2(a) of the National Housing Act of 1934 (the "Title I Program").
Under the Title I Program, the FHA is authorized and empowered to insure
qualified lending institutions against losses on eligible loans. The Title I
Program operates as a coinsurance program in which the FHA insures up to 90% of
certain losses incurred on an individual insured loan, including the unpaid
principal balance of the loan, but only to the extent of the insurance coverage
available in the lender's FHA insurance coverage reserve account. The owner of
the loan bears the uninsured loss on each loan.

     The types of loans which are eligible for insurance by the FHA under the
Title I Program include property improvement loans ("Property Improvement Loans"
or "Title I Loans"). A Property


                                       80


Improvement Loan or Title I Loan means a loan made to finance actions or items
that substantially protect or improve the basic livability or utility of a
property and includes single family improvement loans.

     There are two basic methods of lending or originating such loans which
include a "direct loan" or a "dealer loan". With respect to a direct loan, the
borrower makes application directly to a lender without any assistance from a
dealer, which application may be filled out by the borrower or by a person
acting at the direction of the borrower who does not have a financial interest
in the loan transaction, and the lender may disburse the loan proceeds solely to
the borrower or jointly to the borrower and other parties to the transaction.
With respect to a dealer loan, the dealer, who has a direct or indirect
financial interest in the loan transaction, assists the borrower in preparing
the loan application or otherwise assists the borrower in obtaining the loan
from lender and the lender may distribute proceeds solely to the dealer or the
borrower or jointly to the borrower and the dealer or other parties. With
respect to a dealer Title I Loan, a dealer may include a seller, a contractor or
supplier of goods or services.

     Loans insured under the Title I Program are required to have fixed interest
rates and, generally, provide for equal installment payments due weekly,
biweekly, semi-monthly or monthly, except that a loan may be payable quarterly
or semi-annually in order to correspond with the borrower's irregular flow of
income. The first or last payments (or both) may vary in amount but may not
exceed 150% of the regular installment payment, and the first scheduled payment
may be due no later than two months from the date of the loan. The note must
contain a provision permitting full or partial prepayment of the loan. The
interest rate may be established by the lender and must be fixed for the term of
the loan and recited in the note. Interest on an insured loan must accrue from
the date of the loan and be calculated on a simple interest basis. The lender
must assure that the note and all other documents evidencing the loan are in
compliance with applicable federal, state and local laws.

     Each insured lender is required to use prudent lending standards in
underwriting individual loans and to satisfy the applicable loan underwriting
requirements under the Title I Program prior to its approval of the loan and
disbursement of loan proceeds. Generally, the lender must exercise prudence and
diligence to determine whether the borrower and any co-maker is solvent and an
acceptable credit risk, with a reasonable ability to make payments on the loan
obligation. The lender's credit application and review must determine whether
the borrower's income will be adequate to meet the periodic payments required by
the loan, as well as the borrower's other housing and recurring expenses, which
determination must be made in accordance with the expense-to-income ratios
published by the Secretary of HUD.

     Under the Title I Program, the FHA does not review or approve for
qualification for insurance the individual loans insured thereunder at the time
of approval by the lending institution (as is typically the case with other
federal loan programs). If, after a loan has been made and reported for
insurance under the Title I Program, the lender discovers any material
misstatement of fact or that the loan proceeds have been misused by the
borrower, dealer or any other party, it shall promptly report this to the FHA.
In such case, provided that the validity of any lien on the property has not
been impaired, the insurance of the loan under the Title I Program will not be
affected unless such material misstatements of fact or misuse of loan proceeds
was caused by (or was knowingly sanctioned by) the lender or its employees.

     Requirements for Title I Loans. The maximum principal amount for Title I
Loans must not exceed the actual cost of the project plus any applicable fees
and charges allowed under the Title I Program; provided that such maximum amount
does not exceed $25,000 (or the current applicable amount) for a single family
property improvement loan. Generally, the term of a Title I Loan may not be less
than six months nor greater than 20 years and 32 days. A borrower may obtain
multiple Title I Loans with respect to multiple properties, and a borrower may
obtain more than one Title I Loan with respect to a single property, in each
case as long as the total outstanding balance of all Title I Loans in the same
property


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does not exceed the maximum loan amount for the type of Title I Loan thereon
having the highest permissible loan amount.

     Borrower eligibility for a Title I Loan requires that the borrower have at
least a one-half interest in either fee simple title to the real property, a
lease thereof for a term expiring at least six months after the final maturity
of the Title I Loan or a recorded land installment contract for the purchase of
the real property, and that the borrower have equity in the property being
improved at least equal to the amount of the Title I Loan if such loan amount
exceeds $15,000. Any Title I Loan in excess of $7,500 must be secured by a
recorded lien on the improved property which is evidenced by a mortgage or deed
of trust executed by the borrower and all other owners in fee simple.

     The proceeds from a Title I Loan may be used only to finance property
improvements which substantially protect or improve the basic livability or
utility of the property as disclosed in the loan application. The Secretary of
HUD has published a list of items and activities which cannot be financed with
proceeds from any Title I Loan and from time to time the Secretary of HUD may
amend such list of items and activities. With respect to any dealer Title I
Loan, before the lender may disburse funds, the lender must have in its
possession a completion certificate on a HUD approved form, signed by the
borrower and the dealer. With respect to any direct Title I Loan, the borrower
is required to submit to the lender, promptly upon completion of the
improvements but not later than six months after disbursement of the loan
proceeds with one six month extension if necessary, a completion certificate,
signed by the borrower. The lender or its agent is required to conduct an
on-site inspection on any Title I Loan where the principal obligation is $7,500
or more, and on any direct Title I Loan where the borrower fails to submit a
completion certificate.

     FHA Insurance Coverage. Under the Title I Program the FHA establishes an
insurance coverage reserve account for each lender which has been granted a
Title I insurance contract. The amount of insurance coverage in this account is
10% of the amount disbursed, advanced or expended by the lender in originating
or purchasing eligible loans registered with FHA for Title I insurance, with
certain adjustments. The balance in the insurance coverage reserve account is
the maximum amount of insurance claims the FHA is required to pay. Loans to be
insured under the Title I Program will be registered for insurance by the FHA
and the insurance coverage attributable to such loans will be included in the
insurance coverage reserve account for the originating or purchasing lender
following the receipt and acknowledgment by the FHA of a loan report on the
prescribed form pursuant to the Title I regulations. The FHA charges a fee of
0.50% per annum of the net proceeds (the original balance) of any eligible loan
so reported and acknowledged for insurance by the originating lender. The FHA
bills the lender for the insurance premium on each insured loan annually, on
approximately the anniversary date of the loan's origination. If an insured loan
is prepaid during the year, FHA will not refund the insurance premium, but will
abate any insurance charges falling due after such prepayment.

     Under the Title I Program the FHA will reduce the insurance coverage
available in the lender's FHA insurance coverage reserve account with respect to
loans insured under the lender's contract of insurance by (i) the amount of the
FHA insurance claims approved for payment relating to such insured loans and
(ii) the amount of insurance coverage attributable to insured loans sold by the
lender. The balance of the lender's FHA insurance coverage reserve account will
be further adjusted as required under Title I or by the FHA, and the insurance
coverage therein may be earmarked with respect to each or any eligible loans
insured thereunder, if a determination is made by the Secretary of HUD that it
is in its interest to do so. Originations and acquisitions of new eligible loans
will continue to increase a lender's insurance coverage reserve account balance
by 10% of the amount disbursed, advanced or expended in originating or acquiring
such eligible loans registered with the FHA for insurance under the Title I
Program. The Secretary of HUD may transfer insurance coverage between insurance
coverage reserve accounts with


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earmarking with respect to a particular insured loan or group of insured loans
when a determination is made that it is in the Secretary's interest to do so.

     The lender may transfer (except as collateral in a bona fide loan
transaction) insured loans and loans reported for insurance only to another
qualified lender under a valid Title I contract of insurance. Unless an insured
loan is transferred with recourse or with a guaranty or repurchase agreement,
the FHA, upon receipt of written notification of the transfer of such loan in
accordance with the Title I regulations, will transfer from the transferor's
insurance coverage reserve account to the transferee's insurance coverage
reserve account an amount, if available, equal to 10% of the actual purchase
price or the net unpaid principal balance of such loan (whichever is less).
However, under the Title I Program not more than $5,000 in insurance coverage
shall be transferred to or from a lender's insurance coverage reserve account
during any October 1 to September 30 period without the prior approval of the
Secretary of HUD.

     Claims Procedures Under Title I. Under the Title I Program the lender may
accelerate an insured loan following a default on such loan only after the
lender or its agent has contacted the borrower in a face-to-face meeting or by
telephone to discuss the reasons for the default and to seek its cure. If the
borrower does not cure the default or agree to a modification agreement or
repayment plan, the lender will notify the borrower in writing that, unless
within 30 days the default is cured or the borrower enters into a modification
agreement or repayment plan, the loan will be accelerated and that, if the
default persists, the lender will report the default to an appropriate credit
agency. The lender may rescind the acceleration of maturity after full payment
is due and reinstate the loan only if the borrower brings the loan current,
executes a modification agreement or agrees to an acceptable repayment plan.

     Following acceleration of maturity upon a secured Title I Loan, the lender
may either (a) proceed against the property under any security instrument, or
(b) make a claim under the lender's contract of insurance. If the lender chooses
to proceed against the property under a security instrument (or if it accepts a
voluntary conveyance or surrender of the property), the lender may file an
insurance claim only with the prior approval of the Secretary of HUD.

     When a lender files an insurance claim with the FHA under the Title I
Program, the FHA reviews the claim, the complete loan file and documentation of
the lender's efforts to obtain recourse against any dealer who has agreed
thereto, certification of compliance with applicable state and local laws in
carrying out any foreclosure or repossession, and evidence that the lender has
properly filed proofs of claims, where the borrower is bankrupt or deceased.
Generally, a claim for reimbursement for loss on any Title I Loan must be filed
with the FHA no later than nine months after the date of default of such loan.
Concurrently with filing the insurance claim, the lender shall assign to the
United States of America the lender's entire interest in the loan note (or a
judgment in lieu of the note), in any security held and in any claim filed in
any legal proceedings. If, at the time the note is assigned to the United
States, the Secretary has reason to believe that the note is not valid or
enforceable against the borrower, the FHA may deny the claim and reassign the
note to the lender. If either such defect is discovered after the FHA has paid a
claim, the FHA may require the lender to repurchase the paid claim and to accept
a reassignment of the loan note. If the lender subsequently obtains a valid and
enforceable judgment against the borrower, the lender may resubmit a new
insurance claim with an assignment of the judgment. The FHA may contest any
insurance claim and make a demand for repurchase of the loan at any time up to
two years from the date the claim was certified for payment and may do so
thereafter in the event of fraud or misrepresentation on the part of the lender.

     Under the Title I Program the amount of an FHA insurance claim payment,
when made, is equal to the Claimable Amount, up to the amount of insurance
coverage in the lender's insurance coverage reserve account. For the purposes
hereof, the "Claimable Amount" means an amount equal to 90% of the sum of: (a)
the unpaid loan obligation (net unpaid principal and the uncollected interest
earned to the date of


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default) with adjustments thereto if the lender has proceeded against property
securing such loan; (b) the interest on the unpaid amount of the loan obligation
from the date of default to the date of the claim's initial submission for
payment plus 15 calendar days (but not to exceed 9 months from the date of
default), calculated at the rate of 7% per annum; (c) the uncollected court
costs; (d) the attorney's fees not to exceed $500; and (e) the expenses for
recording the assignment of the security to the United States.

CONSUMER PROTECTION LAWS

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

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

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

     o    the Truth in Lending Act and its regulations, which (among other
          things) require disclosures to borrowers regarding the terms of loans
          and provide consumers who pledged their principal dwelling as
          collateral in a non-purchase money transaction with a right of
          rescission that generally extends for three days after proper
          disclosures are given;

     o    the Home Ownership and Equity Protection Act and its regulations,
          which (among other things) imposes additional disclosure requirements
          and limitations on loan terms with respect to non- purchase money,
          installment loans secured by the consumer's principal dwelling that
          have interest rates or origination costs in excess of prescribed
          levels;

     o    the Home Equity Loan Consumer Protection Act and its regulations,
          which (among other things) limits changes that may be made to open-end
          loans secured by the consumer's dwelling, and restricts the ability to
          accelerate balances or suspend credit privileges on such loans;

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

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

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


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     o    the Federal Trade Commission's Rule on Preservation of Consumer Claims
          and Defenses, which generally provides that the rights of an assignee
          of a conditional sales contract (or of certain lenders making purchase
          money loans) to enforce a consumer credit obligation are subject to
          the claims and defenses that the consumer could assert against the
          seller of goods or services financed in the credit transaction.

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

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

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The following is a summary of the anticipated material federal income tax
consequences of the purchase, ownership, and disposition of the securities and
is based on advice of special counsel to the depositor ("Tax Counsel"), named in
the prospectus supplement. The summary is based upon the provisions and
interpretations of the Code, the regulations promulgated thereunder, including,
where applicable, proposed regulations, and the judicial and administrative
rulings and decisions now in effect, all of which are subject to change, which
change could apply retroactively.

     The summary does not purport to deal with all aspects of federal income
taxation that may affect particular investors in light of their individual
circumstances, nor with certain types of investors subject to special treatment
under the federal income tax laws. This summary focuses primarily upon investors
who will hold securities as "capital assets" (generally, property held for
investment) within the meaning of Section 1221 of the Code, but much of the
discussion is applicable to other investors as well. Prospective Investors are
advised to consult their own tax advisers concerning the federal, state, local
and any other tax consequences to them of the purchase, ownership and
disposition of the securities.

     The federal income tax consequences to Holders will vary depending on
whether

     o    the securities of a series are classified as indebtedness;

     o    an election is made to treat the trust fund relating to a particular
          series of securities as a real estate mortgage investment conduit
          ("REMIC") under the Internal Revenue Code of 1986, as amended (the
          "Code");

     o    the securities represent an ownership interest in some or all of the
          assets included in the trust fund for a series; or


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     o    an election is made to treat the trust fund relating to a particular
          series of certificates as a partnership.

     The prospectus supplement for each series of securities will specify how
the securities will be treated for federal income tax purposes and will discuss
whether a REMIC election, if any, will be made with respect to such series.
Prior to issuance of each series of securities, the depositor shall file with
the SEC a Form 8-K on behalf of the related trust fund containing an opinion of
Tax Counsel with respect to the validity of the information set forth under
"Material Federal Income Tax Consequences" herein and in the related prospectus
supplement.

TAXATION OF DEBT SECURITIES

     Interest and Acquisition Discount. The income on securities representing
regular interests in a REMIC ("Regular Interest Securities") are generally
taxable to holders in the same manner as the income on evidences of
indebtedness. Stated interest on the Regular Interest Securities will be taxable
as ordinary income and taken into account using the accrual method of
accounting, regardless of the Holder's normal accounting method. Interest (other
than original issue discount) on securities (other than Regular Interest
Securities) that are characterized as indebtedness for federal income tax
purposes will be includible in income by holders thereof in accordance with
their usual methods of accounting. Securities characterized as debt for federal
income tax purposes and Regular Interest Securities will be referred to
hereinafter collectively as "Debt securities."

     Debt securities that are Compound Interest securities will, and certain of
the other Debt securities may, be issued with "original issue discount" ("OID").
The following discussion is based in part on the rules governing OID which are
set forth in Sections 1271 through 1275 of the Code and the Treasury regulations
issued thereunder (the "OID Regulations"). A Holder should be aware, however,
that the OID Regulations do not adequately address certain issues relevant to
prepayable securities, such as the Debt securities.

     In general, OID, if any, will equal the difference between the stated
redemption price at maturity of a Debt security and its issue price. A holder of
a Debt security must include OID in gross income as ordinary interest income as
it accrues under a method taking into account an economic accrual of the
discount. In general, OID must be included in income in advance of the receipt
of the cash representing that income. The amount of OID on a Debt security will
be considered to be zero, however if the interest is less than a de minimis
amount as determined under the Code.

     The issue price of a Debt security is the first price at which a
substantial amount of Debt securities of that class are sold to the public
(excluding bond houses, brokers, underwriters or wholesalers). If less than a
substantial amount of a particular class of Debt securities is sold for cash on
or prior to the related Closing Date, the issue price for such class will be
treated as the fair market value of such class on such Closing Date. The issue
price of a Debt security also includes the amount paid by an initial Debt
security holder for accrued interest that relates to a period prior to the issue
date of the Debt security. The stated redemption price at maturity of a Debt
security includes the original principal amount of the Debt security, 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 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 Debt security. The
OID Regulations state that interest payments are unconditionally payable only if
a late payment or nonpayment is expected to be penalized or reasonable remedies
exist to compel payment. Certain Debt


                                       86


securities may provide for default remedies in the event of late payment or
nonpayment of interest. The interest on such Debt securities will be
unconditionally payable and constitute qualified stated interest, not OID.
However, absent clarification of the OID Regulations, where Debt securities do
not provide for default remedies, the interest payments will be included in the
Debt security's stated redemption price at maturity and taxed as OID. Interest
is payable at a single fixed rate only if the rate appropriately takes into
account the length of the interval between payments. Distributions of interest
on Debt securities with respect to which deferred interest will accrue, will not
constitute qualified stated interest payments, in which case the stated
redemption price at maturity of such Debt securities includes all distributions
of interest as well as principal thereon. If the interval between the issue date
and the first distribution date on a Debt security is longer than the interval
between subsequent distribution dates, but the amount of the distribution is not
adjusted to reflect the longer interval, then for purposes of determining
whether the Debt security has de minimis OID, the stated redemption price of the
Debt security is treated as the issue price (determined as described above) plus
the greater of (i) the amount of the distribution foregone or (ii) the excess
(if any) of the Debt security's stated principal over its issue price. If the
interval between the issue date and the first distribution date on a Debt
security is shorter than the interval between subsequent distribution dates, but
the amount of the distribution is not adjusted to reflect the shorter interval,
then for the purposes of determining the OID, if any, on the Debt security, the
excess amount of the distribution would be added to the Debt security's stated
redemption price.

     Under the de minimis rule, OID on a Debt security will be considered to be
zero if such OID is less than 0.25% of the stated redemption price at maturity
of the Debt security multiplied by the weighted average maturity of the Debt
security. The weighted average maturity of a Debt security is the sum of the
weighted maturity of each payment of the Debt security's stated redemption
price. The weighted maturity of each stated redemption price payment is (i) the
number of complete years from the issue date until the payment is made,
multiplied by (ii) a fraction, the numerator of which is the amount of the
payment and the denominator of which is the Debt security's total stated
redemption price.

     Although currently unclear, it appears that the projected payments of
stated redemption price should be based on a schedule that is determined in
accordance0 with the Prepayment Assumption. The Prepayment Assumption with
respect to a series of Regular Certificates will be set forth in the related
prospectus supplement. Holders generally must report de minimis OID pro rata as
principal payments are received, and such income will be capital gain if the
Debt security is held as a capital asset. However, holders may elect to accrue
all de minimis OID as well as market discount under a constant interest method.

     Debt securities may provide for interest based on a qualified variable
rate. Under the OID Regulations, interest is treated as payable at a qualified
variable rate and not as contingent interest if, generally,

     o    such interest is unconditionally payable at least annually,

     o    the issue price of the debt instrument does not exceed the total
          noncontingent principal payments and

     o    interest is based on a "qualified floating rate," an "objective rate,"
          or a combination of "qualified floating rates" that do not operate in
          a manner that significantly accelerates or defers interest payments on
          such Debt security.

     In the case of Compound Interest securities, certain Interest Weighted
Securities (as defined herein), and certain of the other Debt securities, none
of the payments under the instrument will be considered qualified stated
interest, and thus the aggregate amount of all payments will be included in the
stated redemption price.


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     The Internal Revenue Service (the "IRS") issued final regulations in June
1996 (the "Contingent Regulations") governing the calculation of OID on
instruments having contingent interest payments. The Contingent Regulations
specifically do not apply for purposes of calculating OID on debt instruments
subject to Code Section 1272(a)(6), such as the Debt securities. Additionally,
the OID Regulations do not contain provisions specifically interpreting Code
Section 1272(a)(6). Until the Treasury issues guidance to the contrary, the
trustee intends to base its computation on Code Section 1272(a)(6) and the OID
Regulations as described in this prospectus. However, because no regulatory
guidance currently exists under Code Section 1272(a)(6), there can be no
assurance that such methodology represents the correct manner of calculating
OID.

     The holder of a Debt security issued with OID must include in gross income,
for all days during its taxable year on which it holds such Debt security, the
sum of the "daily portions" of such original issue discount. The amount of OID
includible in income by a holder will be computed by allocating to each day
during a taxable year a pro rata portion of the original issue discount that
accrued during the relevant accrual period. In the case of a Debt security that
is not a Regular Interest Security and the principal payments on which are not
subject to acceleration resulting from prepayments on the loans, the amount of
OID includible in income of a Holder for an accrual period (generally the period
over which interest accrues on the debt instrument) will equal the product of
the yield to maturity of the Debt security and the adjusted issue price of the
Debt security, reduced by any payments of qualified stated interest. The
adjusted issue price of a Debt security is the sum of its issue price plus prior
accruals of OID, reduced by the total payments other than qualified stated
interest payments made with respect to such Debt security in all prior periods.

     The amount of OID to be included in income by a holder of a debt
instrument, such as certain Classes of the Debt securities, that is subject to
acceleration due to prepayments on other debt obligations securing such
instruments (a "Pay-Through Security"), is computed by taking into account the
anticipated rate of prepayments assumed in pricing the debt instrument (the
"Prepayment Assumption"). The amount of OID that will accrue during an accrual
period on a Pay-Through Security is the excess (if any) of (i) the sum of (a)
the present value of all payments remaining to be made on the Pay-Through
Security as of the close of the accrual period and (b) the payments during the
accrual period of amounts included in the stated redemption price of the
Pay-Through Security, over (ii) the adjusted issue price of the Pay-Through
Security at the beginning of the accrual period. The present value of the
remaining payments is to be determined on the basis of three factors: (i) the
original yield to maturity of the Pay-Through Security (determined on the basis
of compounding at the end of each accrual period and properly adjusted for the
length of the accrual period), (ii) events which have occurred before the end of
the accrual period and (iii) the assumption that the remaining payments will be
made in accordance with the original Prepayment Assumption. The effect of this
method is to increase the portions of OID required to be included in income by a
Holder to take into account prepayments with respect to the loans at a rate that
exceeds the Prepayment Assumption, and to decrease (but not below zero for any
period) the portions of original issue discount required to be included in
income by a Holder of a Pay-Through Security to take into account prepayments
with respect to the loans at a rate that is slower than the Prepayment
Assumption. Although original issue discount will be reported to Holders of
Pay-Through Securities based on the Prepayment Assumption, no representation is
made to Holders that loans will be prepaid at that rate or at any other rate.

     The depositor may adjust the accrual of OID on a Class of Regular Interest
Securities (or other regular interests in a REMIC) in a manner that it believes
to be appropriate, to take account of realized losses on the loans, although the
OID Regulations do not provide for such adjustments. If the IRS were to require
that OID be accrued without such adjustments, the rate of accrual of OID for a
Class of Regular Interest Securities could increase.


                                       88


     Certain classes of Regular Interest Securities may represent more than one
class of REMIC regular interests. Unless otherwise provided in the related
prospectus supplement, the trustee intends, based on the OID Regulations, to
calculate OID on such securities as if, solely for the purposes of computing
OID, the separate regular interests were a single debt instrument.

     A subsequent holder of a Debt security will also be required to include OID
in gross income, but such a holder who purchases such Debt security for an
amount that exceeds its adjusted issue price will be entitled (as will an
initial holder who pays more than a Debt security's issue price) to offset such
OID by comparable economic accruals of portions of such excess.

     Effects of Defaults and Delinquencies. Holders will be required to report
income with respect to the related securities under an accrual method without
giving effect to delays and reductions in distributions attributable to a
default or delinquency on the loans, except possibly to the extent that it can
be established that such amounts are uncollectible. As a result, the amount of
income (including OID) reported by a holder of such a security in any period
could significantly exceed the amount of cash distributed to such holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the securities is reduced as a result of a loan default.
However, the timing and character of such losses or reductions in income are
uncertain and, accordingly, holders of securities should consult their tax
advisors on this point.

     Interest Weighted Securities. It is not clear how income should be accrued
with respect to Regular Interest Securities or Stripped Securities (as defined
under "-- Tax Status as a Grantor Trust; General" herein) the payments on which
consist solely or primarily of a specified portion of the interest payments on
qualified mortgages held by the REMIC or on loans underlying Pass-Through
Securities ("Interest Weighted Securities"). The Issuer intends to take the
position that all of the income derived from an Interest Weighted Security
should be treated as OID and that the amount and rate of accrual of such OID
should be calculated by treating the Interest Weighted Security as a Compound
Interest security. However, in the case of Interest Weighted Securities that are
entitled to some payments of principal and that are Regular Interest Securities
the IRS could assert that income derived from an Interest Weighted Security
should be calculated as if the security were a security purchased at a premium
equal to the excess of the price paid by such holder for such security over its
stated principal amount, if any. Under this approach, a holder would be entitled
to amortize such premium only if it has in effect an election under Section 171
of the Code with respect to all taxable debt instruments held by such holder, as
described below. Alternatively, the IRS could assert that an Interest Weighted
Security should be taxable under the rules governing bonds issued with
contingent payments. Such treatment may be more likely in the case of Interest
Weighted Securities that are Stripped Securities as described below. See "-- Tax
Status as a Grantor Trust -- Discount or Premium on Pass-Through Securities."

     Variable Rate Debt Securities. In the case of Debt securities bearing
interest at a rate that varies directly, or according to a fixed formula, with
an objective index, it appears that (i) the yield to maturity of such Debt
securities and (ii) in the case of Pay-Through Securities, the present value of
all payments remaining to be made on such Debt securities, should be calculated
as if the interest index remained at its value as of the issue date of such
securities. Because the proper method of adjusting accruals of OID on a variable
rate Debt security is uncertain, holders of variable rate Debt securities should
consult their tax advisers regarding the appropriate treatment of such
securities for federal income tax purposes.

     Market Discount. A purchaser of a security may be subject to the market
discount rules of Sections 1276 through 1278 of the Code. A Holder that acquires
a Debt security with more than a prescribed de minimis amount of "market
discount" (generally, the excess of the principal amount of the Debt security
over the purchaser's purchase price) will be required to include accrued market
discount in


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income as ordinary income in each month, but limited to an amount not exceeding
the principal payments on the Debt security received in that month and, if the
securities are sold, the gain realized. Such market discount would accrue in a
manner to be provided in Treasury regulations but, until such regulations are
issued, such market discount would in general accrue either (i) on the basis of
a constant yield (in the case of a Pay-Through Security, taking into account a
prepayment assumption) or (ii) (a) in the case of securities (or in the case of
a Pass-Through Security (as defined herein), as set forth below, the loans
underlying such security) not originally issued with original issue discount, on
the basis of the rates of the stated interest payable in the relevant period to
total stated interest remaining to be paid at the beginning of the period or (b)
in the case of securities (or, in the case of a Pass-Through Security, as
described below, the loans underlying such security) originally issued at a
discount, on the basis of the rates of the OID in the relevant period to total
OID remaining to be paid.

     Section 1277 of the Code provides that, regardless of the origination date
of the Debt security (or, in the case of a Pass-Through Security, the underlying
loans), the excess of interest paid or accrued to purchase or carry a security
(or, in the case of a Pass-Through Security, as described below, the underlying
loans) with market discount over interest received on such security is allowed
as a current deduction only to the extent such excess is greater than the market
discount that accrued during the taxable year in which such interest expense was
incurred. In general, the deferred portion of any interest expense will be
deductible when such market discount is included in income, including upon the
sale, disposition, or repayment of the security (or in the case of a
Pass-Through Security, an underlying loan). A holder may elect to include market
discount in income currently as it accrues, on all market discount obligations
acquired by such holder during the taxable year such election is made and
thereafter, in which case the interest deferral rule will not apply.

     Premium. A holder who purchases a Debt security (other than an Interest
Weighted Security to the extent described above) at a cost greater than its
stated redemption price at maturity, generally will be considered to have
purchased the security at a premium, which it may elect to amortize as an offset
to interest income on such security (and not as a separate deduction item) on a
constant yield method. Although no regulations addressing the computation of
premium accrual on securities similar to the securities have been issued, the
legislative history of the 1986 Act indicates that premium is to be accrued in
the same manner as market discount. Accordingly, it appears that the accrual of
premium on a Class of Pay-Through Securities will be calculated using the
prepayment assumption used in pricing such Class. If a holder makes an election
to amortize premium on a Debt security, such election will apply to all taxable
debt instruments (including all REMIC regular interests and all pass-through
certificates representing ownership interests in a trust holding debt
obligations) held by the holder at the beginning of the taxable year in which
the election is made, and to all taxable debt instruments acquired thereafter by
such holder, and will be irrevocable without the consent of the IRS. Purchasers
who pay a premium for the securities should consult their tax advisers regarding
the election to amortize premium and the method to be employed.

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

     Election to Treat All Interest as Original Issue Discount. The OID
Regulations permit a holder of a Debt security to elect to accrue all interest,
discount (including de minimis market or original issue discount) and premium in
income as interest, based on a constant yield method for Debt securities
acquired on or after April 4, 1994. If such an election were to be made with
respect to a Debt security


                                       90


with market discount, the holder of the Debt security would be deemed to have
made an election to include in income currently market discount with respect to
all other debt instruments having market discount that such holder of the Debt
security acquires during the year of the election or thereafter. Similarly, a
holder of a Debt security that makes this election for a Debt security that is
acquired at a premium will be deemed to have made an election to amortize bond
premium with respect to all debt instruments having amortizable bond premium
that such holder owns or acquires. The election to accrue interest, discount and
premium on a constant yield method with respect to a Debt security is
irrevocable.

TAXATION OF THE REMIC AND ITS HOLDERS

     General. In the opinion of Tax Counsel, if one or more REMIC elections are
made with respect to a series of securities, then the arrangement by which the
securities of that series are issued will be treated as one or more REMICs as
long as all of the provisions of the applicable Agreement are complied with and
the statutory and regulatory requirements are satisfied. Securities will be
designated as "Regular Interests" or "Residual Interests" in a REMIC, as
specified in the related prospectus supplement.

     Except to the extent specified otherwise in a prospectus supplement, if one
or more REMIC elections are made with respect to a series of securities, (i)
securities held by a domestic building and loan association will constitute "a
regular or a residual interest in a REMIC" within the meaning of Code Section
7701(a)(19)(C)(xi) (assuming that at least 95% of the REMIC's assets consist of
cash, government securities, "loans secured by an interest in real property,"
and other types of assets described in Code Section 7701(a)(19)(C)); and (ii)
securities held by a real estate investment trust will constitute "real estate
assets" within the meaning of Code Section 856(c)(5)(B), and income with respect
to the securities 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) (assuming, for both purposes, that at least 95% of
the REMIC's assets are qualifying assets). If less than 95% of the REMIC's
assets consist of assets described in (i) or (ii) above, then a security will
qualify for the tax treatment described in (i), (ii) or (iii) in the proportion
that such REMIC assets (and income in the case of (ii)) are qualifying assets
(and income).

REMIC EXPENSES; SINGLE CLASS REMICS

     As a general rule, all of the expenses of a REMIC will be taken into
account by holders of the Residual Interest Securities. In the case of a "single
class REMIC," however, the expenses will be allocated, under Treasury
regulations, among the holders of the Regular Interest Securities and the
holders of the Residual Interest Securities (as defined herein) on a daily basis
in proportion to the relative amounts of income accruing to each Holder on that
day. In the case of a holder of a Regular Interest Security who is an individual
or a "pass-through interest holder" (including certain pass-through entities but
not including real estate investment trusts), such expenses will be deductible
only to the extent that such expenses, plus other "miscellaneous itemized
deductions" of the Holder, exceed 2% of such Holder's adjusted gross income. In
addition, the amount of itemized deductions otherwise allowable for the taxable
year for an individual whose adjusted gross income exceeds the applicable amount
(which amount will be adjusted for inflation) will be reduced by the lesser of

     o    3% of the excess of adjusted gross income over the applicable amount,
          or

     o    80% of the amount of itemized deductions otherwise allowable for such
          taxable year.

     These percentages are scheduled to be reduced starting in 2006 and return
to current levels in 2010.


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The reduction or disallowance of this deduction may have a significant impact on
the yield of the Regular Interest Security to such a Holder. In general terms, a
single class REMIC is one that either

     o    would qualify, under existing Treasury regulations, as a grantor trust
          if it were not a REMIC (treating all interests as ownership interests,
          even if they would be classified as debt for federal income tax
          purposes) or

     o    is similar to such a trust and which is structured with the principal
          purpose of avoiding the single class REMIC rules.

The applicable prospectus supplement may provide for the allocation of REMIC
expenses, but if it does not, the expenses of the REMIC will be allocated to
holders of the related Residual Interest Securities.

TAXATION OF THE REMIC

     General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC is not generally subject to entity-level tax. Rather, the
taxable income or net loss of a REMIC is taken into account by the holders of
residual interests. As described above, the regular interests are generally
taxable as debt of the REMIC.

     Calculation of REMIC Income. The taxable income or net loss of a REMIC is
determined under an accrual method of accounting and in the same manner as in
the case of an individual, with certain adjustments. In general, the taxable
income or net loss will be the difference between

     o    the gross income produced by the REMIC's assets, including stated
          interest and any original issue discount or market discount on loans
          and other assets, and

     o    deductions, including stated interest and original issue discount
          accrued on Regular Interest Securities, amortization of any premium
          with respect to loans, and servicing fees and other expenses of the
          REMIC.

A holder of a Residual Interest Security that is an individual or a
"pass-through interest holder" (including certain pass-through entities, but not
including real estate investment trusts) will be unable to deduct servicing fees
payable on the loans or other administrative expenses of the REMIC for a given
taxable year, to the extent that such expenses, when aggregated with such
holder's other miscellaneous itemized deductions for that year, do not exceed
two percent of such holder's adjusted gross income.

     For purposes of computing its taxable income or net loss, the REMIC should
have an initial aggregate tax basis in its assets equal to the aggregate fair
market value of the regular interests and the residual interests on the Startup
Day (generally, the day that the interests are issued). That aggregate basis
will be allocated among the assets of the REMIC in proportion to their
respective fair market values.

     Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of OID income on mortgage loans will be equivalent to the
method under which holders of Pay-Through Securities accrue original issue
discount (that is, under the constant yield method taking into account the
Prepayment Assumption). The REMIC will deduct OID on the Regular Interest
Securities in the same manner that the holders of the Regular Interest
Securities include such discount in income, but without regard to the de minimis
rules. See "Taxation of Debt Securities" above. However, a REMIC that acquires
loans at a market discount must include such market discount in income
currently, as it accrues, on a constant yield basis.


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     To the extent that the REMIC's basis allocable to loans that it holds
exceeds their principal amounts, the resulting premium will be amortized over
the life of the loans (taking into account the Prepayment Assumption) on a
constant yield method. Although the law is somewhat unclear regarding recovery
of premium attributable to loans originated on or before such date, it is
possible that such premium may be recovered in proportion to payments of loan
principal.

     Prohibited Transactions and Contributions Tax. The REMIC will be subject to
a 100% tax on any net income derived from a "prohibited transaction." For this
purpose, net income will be calculated without taking into account any losses
from prohibited transactions or any deductions attributable to any prohibited
transaction that resulted in a loss. In general, prohibited transactions
include:

     o    subject to limited exceptions, the sale or other disposition of any
          qualified mortgage transferred to the REMIC;

     o    subject to a limited exception, the sale or other disposition of a
          cash flow investment;

     o    the receipt of any income from assets not permitted to be held by the
          REMIC pursuant to the Code; or

     o    the receipt of any fees or other compensation for services rendered by
          the REMIC.

It is anticipated that a REMIC will not engage in any prohibited transactions in
which it would recognize a material amount of net income. In addition, subject
to a number of exceptions, a tax is imposed at the rate of 100% on amounts
contributed to a REMIC after the close of the three-month period beginning on
the Startup Day. The holders of Residual Interest securities will generally be
responsible for the payment of any such taxes imposed on the REMIC. To the
extent not paid by such holders or otherwise, however, such taxes will be paid
out of the trust fund and will be allocated pro rata to all outstanding classes
of securities of such REMIC.

TAXATION OF HOLDERS OF RESIDUAL INTEREST SECURITIES

     The holder of a security representing a residual interest (a "Residual
Interest Security") will take into account the "daily portion" of the taxable
income or net loss of the REMIC for each day during the taxable year on which
such holder held the Residual Interest Security. The daily portion is determined
by allocating to each day in any calendar quarter its ratable portion of the
taxable income or net loss of the REMIC for such quarter, and by allocating that
amount among the holders (on such day) of the Residual Interest Securities in
proportion to their respective holdings on such day.

     The holder of a Residual Interest Security must report its proportionate
share of the taxable income of the REMIC whether or not it receives cash
distributions from the REMIC attributable to such income or loss. The reporting
of taxable income without corresponding distributions could occur, for example,
in certain REMIC issues in which the loans held by the REMIC were issued or
acquired at a discount, since mortgage prepayments cause recognition of discount
income, while the corresponding portion of the prepayment could be used in whole
or in part to make principal payments on REMIC Regular Interests issued without
any discount or at an insubstantial discount (if this occurs, it is likely that
cash distributions will exceed taxable income in later years). Taxable income
may also be greater in earlier years of certain REMIC issues as a result of the
fact that interest expense deductions, as a percentage of outstanding principal
on REMIC Regular Interest Securities, will typically increase over time as lower
yielding securities are paid, whereas interest income with respect to loans will
generally remain constant over time as a percentage of loan principal.


                                       93


     In any event, because the holder of a residual interest is taxed on the net
income of the REMIC, the taxable income derived from a Residual Interest
Security in a given taxable year will not be equal to the taxable income
associated with investment in a corporate bond or stripped instrument having
similar cash flow characteristics and pretax yield. Therefore, the after-tax
yield on the Residual Interest Security may be less than that of such a bond or
instrument.

     Limitation on Losses. The amount of the REMIC's net loss that a holder may
take into account currently is limited to the holder's adjusted basis in the
Residual Interest Security at the end of the calendar quarter in which such loss
arises. A holder's basis in a Residual Interest Security will initially equal
such holder's purchase price, and will subsequently be increased by the amount
of the REMIC's taxable income allocated to the holder, and decreased (but not
below zero) by the amount of distributions made and the amount of the REMIC's
net loss allocated to the holder. Any disallowed loss may be carried forward
indefinitely, but may be used only to offset income of the REMIC generated by
the same REMIC. The ability of holders of Residual Interest Securities to deduct
net losses may be subject to additional limitations under the Code, as to which
such holders should consult their tax advisers.

     Distributions. Distributions on a Residual Interest Security (whether at
their scheduled times or as a result of prepayments) will generally not result
in any additional taxable income or loss to a holder of a Residual Interest
Security. If the amount of such payment exceeds a holder's adjusted basis in the
Residual Interest Security, however, the holder will recognize gain (treated as
gain from the sale of the Residual Interest Security) to the extent of such
excess.

     Sale or Exchange. A holder of a Residual Interest Security will recognize
gain or loss on the sale or exchange of a Residual Interest Security equal to
the difference, if any, between the amount realized and such holder's adjusted
basis in the Residual Interest Security at the time of such sale or exchange.
Any loss from the sale of a Residual Interest Security will be subject to the
"wash sale" rules of Code Section 1091 if, during the period beginning six
months before and ending six months after the sale of the Residual Interest
Security, the seller reacquires the Residual Interest Security, or acquires (i)
a Residual Interest Security in any other REMIC, (ii) a similar interest in a
"taxable mortgage pool" (as defined in Code Section 7701(i)) or (iii) an
ownership interest in a FASIT (as defined in Code Section 860L). In general,
under the wash sale rules, loss from the Residual Interest Security will be
disallowed and the Residual Interest Security Holder's basis in the replacement
interest will be the basis in the Residual Interest Security that was sold,
decreased or increased, as the case may be, by the difference between the
selling price of the Residual Interest Security and the purchase price of the
replacement interest.

     Excess Inclusions. The portion of the REMIC taxable income of a holder of a
Residual Interest Security consisting of "excess inclusion" income may not be
offset by other deductions or losses, including net operating losses, on such
holder's federal income tax return. Further, if the holder of a Residual
Interest Security is an organization subject to the tax on unrelated business
income imposed by Code Section 511, such holder's excess inclusion income will
be treated as unrelated business taxable income of such holder. In addition,
under Treasury regulations yet to be issued, if a real estate investment trust,
a regulated investment company, a common trust fund, or certain cooperatives
were to own a Residual Interest Security, a portion of dividends (or other
distributions) paid by the real estate investment trust (or other entity) would
be treated as excess inclusion income. If a Residual Interest Security is owned
by a foreign person, excess inclusion income is subject to tax at a rate of 30%,
which may not be reduced by treaty, is not eligible for treatment as "portfolio
interest" and is subject to certain additional limitations. See "Tax Treatment
of Foreign Investors."

     Three special rules apply for determining the effect of excess inclusions
on the alternative minimum taxable income of a residual holder. First,
alternative minimum taxable income for such residual holder is determined
without regard to the rule that taxable income cannot be less than excess
inclusions. Second,


                                       94


a residual holder's alternative minimum taxable income for a tax year cannot be
less than excess inclusions for the year. Third, the amount of any alternative
minimum tax net operating loss deductions must be computed without regard to any
excess inclusions.

     In the case of a Residual Interest Security that has no significant value,
the excess inclusion portion of a REMIC's income is generally equal to all of
the REMIC taxable income allocable to the residual holder. In other cases, the
excess inclusion portion of a REMIC's income is generally equal to the excess,
if any, of REMIC taxable income for the quarterly period allocable to a Residual
Interest Security, over the daily accruals for such quarterly period of (i) 120%
of the long term applicable federal rate on the Startup Day multiplied by (ii)
the adjusted issue price of such Residual Interest Security at the beginning of
such quarterly period. The adjusted issue price of a Residual Interest at the
beginning of each calendar quarter will equal its issue price (calculated in a
manner analogous to the determination of the issue price of a Regular Interest),
increased by the aggregate of the daily accruals for prior calendar quarters,
and decreased (but not below zero) by the amount of loss allocated to a holder
and the amount of distributions made on the Residual Interest Security before
the beginning of the quarter. The long-term federal rate, which is announced
monthly by the Treasury Department, is an interest rate that is based on the
average market yield of outstanding marketable obligations of the United States
government having remaining maturities in excess of nine years.

     Under the REMIC Regulations, in certain circumstances, transfers of
Residual Interest Securities may be disregarded. See "-- Restrictions on
Ownership and Transfer of Residual Interest Securities" and "-- Tax Treatment of
Foreign Investors" below.

     Restrictions on Ownership and Transfer of Residual Interest Securities. As
a condition to qualification as a REMIC, reasonable arrangements must be made to
prevent the ownership of a REMIC residual interest by any "Disqualified
Organization." Disqualified Organizations include the United States, any State
or political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, a rural
electric or telephone cooperative described in Section 1381(a)(2)(C) of the
Code, or any entity exempt from the tax imposed by Sections 1 through 1399 of
the Code, if such entity is not subject to tax on its unrelated business income.
Accordingly, the applicable Pooling and Servicing Agreement will prohibit
Disqualified Organizations from owning a Residual Interest Security. In
addition, no transfer of a Residual Interest Security will be permitted unless
the proposed transferee shall have furnished to the trustee an affidavit
representing and warranting that it is neither a Disqualified Organization nor
an agent or nominee acting on behalf of a Disqualified Organization.

     If a Residual Interest Security is transferred to a Disqualified
Organization in violation of the restrictions set forth above, a substantial tax
can be imposed on the transferor of such Residual Interest Security at the time
of the transfer. In addition, if a Disqualified Organization holds an interest
in a pass-through entity (including, among others, a partnership, trust, real
estate investment trust, regulated investment company, or any person holding as
nominee), that owns a Residual Interest Security, the pass-through entity will
be required to pay an annual tax on the Disqualified Organization's pass-through
share of the excess inclusion income of the REMIC. If an "electing large
partnership" holds a Residual Interest Security, 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 under section 860E(e) 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.

     Noneconomic Residual Interest Securities. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic Residual Interest
Security to a "U.S. Transferee" unless no


                                       95


significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax. For this purpose, a U.S. Transferee means a
U.S. Person as defined under "Certain Federal Income Tax Consequences --
Non-REMIC Certificates -- Non-U.S. Persons." A U.S. Transferee also includes
foreign entities and individuals (Non-U.S. Persons) but only if their income
from the residual interest is subject to tax under Code Section 871(b) or Code
Section 882 (income effectively connected with a U.S. trade or business). If the
transfer of a Noneconomic Residual Interest Security is disregarded, the
transferor continues to be treated as the owner of the Residual Interest
Security and continues to be subject to tax on its allocable portion of the net
income of the REMIC.

     A Residual Interest Security (including a Residual Interest Security with a
positive value at issuance) is a "Noneconomic Residual Interest Security" at the
time of transfer unless, (i) taking into account the Prepayment Assumption and
any required or permitted clean up calls or required liquidation provided for in
the REMIC's organizational documents, the present value of the expected future
distributions on the Residual Interest Security at least equals the product of
(A) the present value of the anticipated excess inclusions and (B) the highest
corporate income tax rate in effect for the year in which the transfer occurs,
and (ii) the transferor reasonably expects that the transferee will receive
distributions from the REMIC at or after the time at which taxes accrue on the
anticipated excess inclusions in an amount sufficient to satisfy the accrued
taxes. A transfer of a Noneconomic Residual Interest Security has a "significant
purpose to impede the assessment or collection of tax" if, at the time of
transfer, the transferor either knew or should have known (had "Improper
Knowledge") that the transferee would be unwilling or unable to pay taxes due on
its share of the taxable income of the REMIC.

     The REMIC Regulations also provide a safe harbor under which the transferor
of a Noneconomic Residual Interest Security is presumed not to have Improper
Knowledge at the time of transfer if the following conditions are met: (i) the
transferor conducts a reasonable investigation of the financial condition of the
transferee, finds that the transferee has historically paid its debts as they
came due, and finds no significant evidence to indicate that the transferee will
not continue to pay its debts as they come due; (ii) the transferee represents
that it understands that as a result of holding the Noneconomic Residual
Interest Security, it may incur tax liabilities in excess of any cash flows
generated by the Noneconomic Residual Interest Security and intends to pay taxes
associated with holding the Noneconomic Residual Interest Security as they
become due; (iii) the transferee represents that it will not cause income from
the Noneconomic Residual Interest Security to be attributable to a foreign
permanent establishment or fixed base (within the meaning of an applicable
income tax treaty) ("Offshore Location") of the transferee or another U.S.
taxpayer; (iv) the transferee is not located in an Offshore Location; and (v)
the transferee meets either the Formula Test or the Asset Test.

     A transfer of a Noneconomic Residual Interest Security meets the Formula
Test if the present value of the anticipated tax liabilities associated with
holding the residual interest does not exceed the sum of, (i) the present value
of any consideration given to the transferee to acquire the interest; (ii) the
present value of the expected future distributions on the interest; and (iii)
the present value of the anticipated tax savings associated with holding the
interest as the REMIC generates losses. For purposes of the Formula Test the
transferee is assumed to pay tax at a rate equal to the highest corporate rate
of tax specified in Code Section 11(b)(1). If, however, the transferee has been
subject to the alternative minimum tax ("AMT") under Code Section 55 in the
preceding two years and will compute its taxable income in the current taxable
year using the AMT rate, then the transferee can assume that it pays tax at the
AMT rate specified in Code Section 55(b)(1)(B). Present values are computed
using a discount rate equal to the Federal short-term rate prescribed by Code
Section 1274(d) for the month of the transfer and the compounding period used by
the transferee.

     The Asset Test only applies in cases where the transferee is an Eligible
Corporation. To be an Eligible Corporation, the transferee must be a taxable
domestic C corporation other than a regulated


                                       96


investment company, a real estate investment trust, a REMIC or a cooperative. In
addition, regardless of who the transferee may be, the transfer of a residual
interest to an Offshore Location does not qualify as a transfer to an Eligible
Corporation even if the Offshore Location is only a branch of an Eligible
Corporation and not a separate legal entity. A transfer of a Noneconomic
Residual Interest Security meets the Asset Test if at the time of the transfer,
and at the close of each of the transferee's two fiscal years preceding the year
of transfer, the transferee's gross assets for financial reporting purposes
exceed $100 million and its net assets for financial reporting purposes exceed
$10 million. The gross assets and net assets of a transferee do not include any
obligation of any person related to the transferee (such as a shareholder,
partner, affiliate or sister corporation) or any asset acquired for a principal
purpose of satisfying the Asset Test. In addition, the transferee must make a
written agreement that any subsequent transfer of the interest will be to
another Eligible Corporation in a transaction that satisfies the Asset Test. A
transfer fails to meet this requirement if the transferor knows, or has reason
to know, that the transferee will not honor the restrictions on subsequent
transfers. Finally, the facts and circumstances known to the transferor on or
before the date of the transfer must not reasonably indicate that the taxes
associated with the residual interest will not be paid. The consideration given
to the transferee to acquire the non-economic residual interest in the REMIC is
only one factor to be considered. However, if the amount of consideration is so
low that under any set of reasonable assumptions a reasonable person would
conclude that the taxes associated with holding the residual interest will not
be paid, then the transferor is deemed to know that the transferee cannot or
will not pay. In determining whether the amount is too low, the specific terms
of the Formula Test need not be used.

     Treatment of Inducement Fees. The Treasury Department has issued final
regulations, effective May 11, 2004, which address the federal income tax
treatment of "inducement fees" received by transferees of noneconomic REMIC
Residual Interest Securities. The final regulations require inducement fees to
be included in income over a period reasonably related to the period in which
the related REMIC Residual Interest Security is expected to generate taxable
income or net loss allocable to the holder. The final regulations provide two
safe harbor methods, which permit transferees to include inducement fees in
income either (i) in the same amounts and over the same periods that the
taxpayer uses for financial reporting purposes, provided that such period is not
shorter than the period the REMIC is expected to generate taxable income or (ii)
ratably over the remaining anticipated weighted average life of all the Regular
and Residual Interest Securities issued by the REMIC, determined based on actual
distributions projected as remaining to be made on such interests under the
prepayment assumption. If the holder of a REMIC Residual Interest Security sells
or otherwise disposes of the Residual Interest Security, any unrecognized
portion of the inducement fee must be taken into account at the time of the sale
or disposition. The final regulations also provide that an inducement fee shall
be treated as income from sources within the United States. In addition, the IRS
has issued administrative guidance addressing the procedures by which
transferees of Noneconomic REMIC Residual Interests may obtain automatic consent
from the IRS to change the method of accounting for REMIC inducement fee income
to one of the safe harbor methods provided in these final regulations (including
a change from one safe harbor method to the other safe harbor method).
Prospective purchasers of the REMIC Residual Interest Securities should consult
with their tax advisors regarding the effect of these final regulations and the
related guidance regarding the procedures for obtaining automatic consent to
change the method of accounting.

     Mark to Market Rules. Prospective purchasers of a REMIC Residual Interest
Security should be aware that a REMIC Residual Interest Security acquired after
January 3, 1995 cannot be marked-to-market.


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ADMINISTRATIVE MATTERS

     A REMIC's books must be maintained on a calendar year basis and a REMIC
must file an annual federal income tax return. Ordinarily, a REMIC will also be
subject to the procedural and administrative rules of the Code applicable to
partnerships, including the determination of any adjustments to, among other
things, items of REMIC income, gain, loss, deduction, or credit, by the IRS in a
unified administrative proceeding.

TAX STATUS AS A GRANTOR TRUST

     General. As specified in the related prospectus supplement if REMIC or
partnership elections are not made, in the opinion of Tax Counsel, the trust
fund relating to a series of securities will be classified for federal income
tax purposes as a grantor trust under Subpart E, Part I of Subchapter J of the
Code and not as a corporation (the securities of such series, "Pass-Through
Securities"). In some series there will be no separation of the principal and
interest payments on the loans. In such circumstances, a Holder will be
considered to have purchased a pro rata undivided interest in each of the loans.
In other cases ("Stripped Securities"), sale of the securities will produce a
separation in the ownership of all or a portion of the principal payments from
all or a portion of the interest payments on the loans.

     Each Holder must report on its federal income tax return its share of the
gross income derived from the loans (not reduced by the amount payable as fees
to the trustee and the servicer and similar fees (collectively, the "Servicing
Fee")), at the same time and in the same manner as such items would have been
reported under the Holder's tax accounting method had it held its interest in
the loans directly, received directly its share of the amounts received with
respect to the loans, and paid directly its share of the Servicing Fees. In the
case of Pass-Through Securities other than Stripped Securities, such income will
consist of a pro rata share of all of the income derived from all of the loans
and, in the case of Stripped Securities, such income will consist of a pro rata
share of the income derived from each stripped bond or stripped coupon in which
the Holder owns an interest. The holder of a security will generally be entitled
to deduct such Servicing Fees under Section 162 or Section 212 of the Code to
the extent that such Servicing Fees represent "reasonable" compensation for the
services rendered by the trustee and the servicer (or third parties that are
compensated for the performance of services). In the case of a noncorporate
holder, however, Servicing Fees (to the extent not otherwise disallowed, e.g.,
because they exceed reasonable compensation) will be deductible in computing
such holder's regular tax liability only to the extent that such fees, when
added to other miscellaneous itemized deductions, exceed 2% of adjusted gross
income and may not be deductible to any extent in computing such holder's
alternative minimum tax liability. In addition, the amount of itemized
deductions otherwise allowable for the taxable year for an individual whose
adjusted gross income exceeds the applicable amount (which amount will be
adjusted for inflation) will be reduced by the lesser of (i) 3% of the excess of
adjusted gross income over the applicable amount or (ii) 80% of the amount of
itemized deductions otherwise allowable for such taxable year. (These
percentages are scheduled to be reduced in 2006 and return to current levels in
2010).

     Discount or Premium on Pass-Through Securities. The holder's purchase price
of a Pass-Through Security is to be allocated among the underlying loans in
proportion to their fair market values, determined as of the time of purchase of
the securities. In the typical case, the trustee (to the extent necessary to
fulfill its reporting obligations) will treat each loan as having a fair market
value proportional to the share of the aggregate principal balances of all of
the loans that it represents, since the securities, generally, will have a
relatively uniform interest rate and other common characteristics. To the extent
that the portion of the purchase price of a Pass-Through Security allocated to a
loan (other than to a right to receive any accrued interest thereon and any
undistributed principal payments) is less than or greater than the portion of
the principal balance of the loan allocable to the security, the interest in the
loan allocable


                                       98


to the Pass-Through Security will be deemed to have been acquired at a discount
or premium, respectively.

     The treatment of any discount will depend on whether the discount
represents OID or market discount. In the case of a loan with OID in excess of a
prescribed de minimis amount or a Stripped Security, a holder of a security will
be required to report as interest income in each taxable year its share of the
amount of OID that accrues during that year in the manner described above. OID
with respect to a loan could arise, for example, by virtue of the financing of
points by the originator of the loan, or by virtue of the charging of points by
the originator of the loan in an amount greater than a statutory de minimis
exception. Any market discount or premium on a loan will be includible in
income, generally in the manner described above, except that in the case of
Pass-Through Securities, market discount is calculated with respect to the loans
underlying the certificate, rather than with respect to the security. A Holder
that acquires an interest in a loan with more than a de minimis amount of market
discount (generally, the excess of the principal amount of the loan over the
purchaser's allocable purchase price) will be required to include accrued market
discount in income in the manner set forth above. See "-- Taxation of Debt
Securities; Market Discount" and "-- Premium" above.

     The holder generally will be required to allocate the portion of market
discount that is allocable to a loan among the principal payments on the loan
and to include the discount allocable to each principal payment in ordinary
income at the time such principal payment is made. Such treatment would
generally result in discount being included in income at a slower rate than
discount would be required to be included in income using the method described
in the preceding paragraph.

     Stripped Securities. A Stripped Security may represent a right to receive
only a portion of the interest payments on the loans, a right to receive only
principal payments on the loans, or a right to receive certain payments of both
interest and principal. Certain Stripped Securities ("Ratio Strip Securities")
may represent a right to receive differing percentages of both the interest and
principal on each loan. Pursuant to Section 1286 of the Code, the separation of
ownership of the right to receive some or all of the interest payments on an
obligation from ownership of the right to receive some or all of the principal
payments results in the creation of "stripped bonds" with respect to principal
payments and "stripped coupons" with respect to interest payments. Section 1286
of the Code applies the OID rules to stripped bonds and stripped coupons. For
purposes of computing original issue discount, a stripped bond or a stripped
coupon is treated as a debt instrument issued on the date that such stripped
interest is purchased with an issue price equal to its purchase price or, if
more than one stripped interest is purchased, the ratable share of the purchase
price allocable to such stripped interest.

     Servicing fees in excess of reasonable servicing fees ("excess servicing")
will be treated under the stripped bond rules. If the excess servicing fee is
less than 100 basis points (that is, 1% interest on the loan principal balance)
or the securities are initially sold with a de minimis discount (assuming no
prepayment assumption is required), any non-de minimis discount arising from a
subsequent transfer of the securities should be treated as market discount. The
IRS appears to require that reasonable servicing fees be calculated on a loan by
loan basis, which could result in some loans being treated as having more than
100 basis points of interest stripped off.

     The Code. OID Regulations and judicial decisions provide no direct guidance
on how the interest and original issue discount rules apply to Stripped
Securities and other Pass-Through Securities. Under the method described above
for Pay-Through Securities (the "Cash Flow Bond Method"), a prepayment
assumption is used and periodic recalculations are made which take into account
with respect to each accrual period the effect of prepayments during such
period. However, the 1986 Act does not, absent Treasury regulations, appear
specifically to cover instruments such as the Stripped Securities, which
technically represent ownership interests in the underlying loans, rather than
being debt instruments


                                       99


"secured by" those loans. The Taxpayer Relief Act of 1997 may allow use of the
Cash Flow Bond Method with respect to Stripped Securities and other Pass-Through
Securities because it provides that such method applies to any pool of debt
instruments the yield on which may be affected by prepayments. Nevertheless, it
is believed that the Cash Flow Bond Method is a reasonable method of reporting
income for such securities, and it is expected that OID will be reported on that
basis; provided that the applicable prospectus supplement may provide for the
reporting of OID on an alternative basis. In applying the calculation to
Pass-Through Securities, the trustee will treat all payments to be received by a
holder with respect to the underlying loans as payments on a single installment
obligation. The IRS could, however, assert that original issue discount must be
calculated separately for each loan underlying a security.

     Under certain circumstances, if the loans prepay at a rate faster than the
Prepayment Assumption, the use of the Cash Flow Bond Method may accelerate a
Holder's recognition of income. If, however, the loans prepay at a rate slower
than the Prepayment Assumption, in some circumstances the use of this method may
delay a Holder's recognition of income.

     In the case of a Stripped Security that is an Interest Weighted Security,
the trustee intends, absent contrary authority, to report income to security
holders as OID, in the manner described above for Interest Weighted Securities.

     Possible Alternative Characterizations. The characterizations of the
Stripped Securities described above are not the only possible interpretations of
the applicable Code provisions. Among other possibilities, the IRS could contend
that

     o    in certain series, each non-Interest Weighted Security is composed of
          an unstripped undivided ownership interest in loans and an installment
          obligation consisting of stripped principal payments;

     o    the non-Interest Weighted Securities are subject to the contingent
          payment provisions of the Contingent Regulations; or

     o    each Interest Weighted Stripped Security is composed of an unstripped
          undivided ownership interest in loans and an installment obligation
          consisting of stripped interest payments.

     Given the variety of alternatives for treatment of the Stripped Securities
and the different federal income tax consequences that result from each
alternative, potential purchasers are urged to consult their tax advisers
regarding the proper treatment of the securities for federal income tax
purposes.

     Character as Qualifying Loans. In the case of Stripped Securities, there is
no specific legal authority existing regarding whether the character of the
securities, for federal income tax purposes, will be the same as the loans. The
IRS could take the position that the loans' character is not carried over to the
securities in such circumstances. Pass-Through Securities will be, and, although
the matter is not free from doubt, Stripped Securities should be considered to
represent "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Code and "loans secured by an interest in real property" within the meaning of
Section 7701(a)(19)(C)(v) of the Code; and interest income attributable to the
securities should be considered to represent "interest on obligations secured by
mortgages on real property or on interests in real property" within the meaning
of Section 856(c)(3)(B) of the Code. Reserves or funds underlying the securities
may cause a proportionate reduction in the above-described qualifying status
categories of securities.


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SALE OR EXCHANGE

     Subject to the discussion below with respect to trust funds for which a
partnership election is made, a Holder's tax basis in its security is the price
such holder pays for the security, plus amounts of original issue or market
discount included in income and reduced by any payments received (other than
qualified stated interest payments) and any amortized premium. Gain or loss
recognized on a sale, exchange, or redemption of a security, measured by the
difference between the amount realized and the security's basis as so adjusted,
will generally be capital gain or loss, assuming that the security is held as a
capital asset. In the case of a security held by a bank, thrift, or similar
institution described in Section 582 of the Code, however, gain or loss realized
on the sale or exchange of a Regular Interest Security will be taxable as
ordinary income or loss. In addition, gain from the disposition of a Regular
Interest Security that might otherwise be capital gain will be treated as
ordinary income to the extent of the excess, if any, of (i) the amount that
would have been includible in the holder's income if the yield on such Regular
Interest Security had equaled 110% of the applicable federal rate as of the
beginning of such holder's holding period, over (ii) the amount of ordinary
income actually recognized by the holder with respect to such Regular Interest
Security.

MISCELLANEOUS TAX ASPECTS

     Backup Withholding. Subject to the discussion below with respect to trust
funds for which a partnership election is made, a Holder, other than a holder of
a REMIC Residual Interest Security, may, under certain circumstances, be subject
to "backup withholding" with respect to distributions or the proceeds of a sale
of securities to or through brokers that represent interest or original issue
discount on the securities. This withholding generally applies if the holder of
a security

     o    fails to furnish the trustee with its taxpayer identification number
          ("TIN");

     o    furnishes the trustee an incorrect TIN;

     o    fails to report properly interest, dividends or other "reportable
          payments" as defined in the Code; or

     o    under certain circumstances, fails to provide the trustee or such
          holder's securities broker with a certified statement, signed under
          penalty of perjury, that the TIN provided is its correct number and
          that the holder is not subject to backup withholding.

     Backup withholding will not apply, however, with respect to certain
payments made to Holders, including payments to certain exempt recipients (such
as exempt organizations) and to certain Nonresidents (as defined below). Holders
should consult their tax advisers as to their qualification for exemption from
backup withholding and the procedure for obtaining the exemption.

     The trustee will report to the Holders and to the servicer for each
calendar year the amount of any "reportable payments" during such year and the
amount of tax withheld, if any, with respect to payments on the securities.

PROPOSED REPORTING REGULATIONS

     In June 2002 the IRS and Treasury Department proposed new rules concerning
the reporting of tax information with respect to "Widely Held Mortgage Trusts."
If these rules are finalized, the Trustee may be compelled, or have an
opportunity, to adopt new ways of calculating and reporting tax items (such as


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OID, market discount, sale proceeds and premium) to the Holders of Pass-Through
Securities, which changes may affect the timing of when a Holder reports such
items.

TAX TREATMENT OF FOREIGN INVESTORS

     Subject to the discussion below with respect to trust funds for which a
partnership election is made, under the Code, unless interest (including OID)
paid on a security (other than a Residual Interest Security) is considered to be
"effectively connected" with a trade or business conducted in the United States
by a nonresident alien individual, foreign partnership or foreign corporation
("Nonresidents"), such interest will normally qualify as portfolio interest
(except where the recipient is a holder, directly or by attribution, of 10% or
more of the capital or profits interest in the issuer, or the recipient is a
controlled foreign corporation to which the issuer is a related person) and will
be exempt from federal income tax. Upon receipt of appropriate ownership
statements, the issuer normally will be relieved of obligations to withhold tax
from such interest payments. These provisions supersede the generally applicable
provisions of United States law that would otherwise require the issuer to
withhold at a 30% rate (unless such rate were reduced or eliminated by an
applicable income tax treaty) on, among other things, interest and other fixed
or determinable, annual or periodic income paid to Nonresidents.

     Interest and OID of Holders who are foreign persons are not subject to
withholding if they are effectively connected with a United States business
conducted by the Holder. They will, however, generally be subject to the regular
United States income tax.

     Payments to holders of Residual Interest Securities who are foreign persons
will generally be treated as interest for purposes of the 30% (or lower treaty
rate) United States withholding tax. Holders should assume that such income does
not qualify for exemption from United States withholding tax as "portfolio
interest." It is clear that, to the extent that a payment represents a portion
of REMIC taxable income that constitutes excess inclusion income, a holder of a
Residual Interest Security will not be entitled to an exemption from or
reduction of the 30% (or lower treaty rate) withholding tax rule. If the
payments are subject to United States withholding tax, they generally will be
taken into account for withholding tax purposes only when paid or distributed
(or when the Residual Interest Security is disposed of). The Treasury has
statutory authority, however, to promulgate regulations which would require such
amounts to be taken into account at an earlier time in order to prevent the
avoidance of tax. Such regulations could, for example, require withholding prior
to the distribution of cash in the case of Residual Interest Securities that do
not have significant value. Under the REMIC Regulations, if a Residual Interest
Security has tax avoidance potential, a transfer of a Residual Interest Security
to a Nonresident will be disregarded for all federal tax purposes. A Residual
Interest Security has tax avoidance potential unless, at the time of the
transfer the transferor reasonably expects that the REMIC will distribute to the
transferee of the Residual Interest Security amounts that will equal at least
30% of each excess inclusion, and that such amounts will be distributed at or
after the time at which the excess inclusions accrue and not later than the
calendar year following the calendar year of accrual. If a Nonresident transfers
a Residual Interest Security to a United States person, and if the transfer has
the effect of allowing the transferor to avoid tax on accrued excess inclusions,
then the transfer is disregarded and the transferor continues to be treated as
the owner of the Residual Interest Security for purposes of the withholding tax
provisions of the Code. See "-- Excess Inclusions."

TAX CHARACTERIZATION OF THE TRUST FUND AS A PARTNERSHIP

     Tax Counsel will deliver its opinion that a trust fund for which a
partnership election is made will not be a corporation or publicly traded
partnership taxable as a corporation for federal income tax purposes. This
opinion will be based on the assumption that the terms of the Trust Agreement
and related documents will be complied with, and on counsel's conclusions that
the nature of the income of the trust


                                      102


fund will exempt it from the rule that certain publicly traded partnerships are
taxable as corporations or the issuance of the securities has been structured as
a private placement under an IRS safe harbor, so that the trust fund will not be
characterized as a publicly traded partnership taxable as a corporation.

     If the trust fund were taxable as a corporation for federal income tax
purposes, the trust fund would be subject to corporate income tax on its taxable
income. The trust fund's taxable income would include all its income, possibly
reduced by its interest expense on the notes. Any such corporate income tax
could materially reduce cash available to make payments on the notes and
distributions on the certificates, and certificateholders could be liable for
any such tax that is unpaid by the trust fund.

TAX CONSEQUENCES TO HOLDERS OF THE NOTES

     Treatment of the notes as Indebtedness. The trust fund will agree, and the
noteholders will agree by their purchase of notes, to treat the notes as debt
for federal income tax purposes. Unless otherwise specified in the related
prospectus supplement, in the opinion of Tax Counsel, the notes will be
classified as debt for federal income tax purposes. The discussion below assumes
this characterization of the notes is correct.

     OID, Indexed securities, etc. The discussion below assumes that all
payments on the notes are denominated in U.S. dollars, and that the notes are
not Indexed securities or Strip notes. Moreover, the discussion assumes that the
interest formula for the notes meets the requirements for "qualified stated
interest" under the OID regulations, and that any OID on the notes (that is, any
excess of the principal amount of the notes over their issue price) does not
exceed a de minimis amount (that is, 0.25% of their principal amount multiplied
by the number of full years included in their term), all within the meaning of
the OID regulations. If these conditions are not satisfied with respect to any
given series of notes, additional tax considerations with respect to such notes
will be disclosed in the applicable prospectus supplement.

     Interest Income on the Notes. Based on the above assumptions, except as
discussed in the following paragraph, the notes will not be considered issued
with OID. The stated interest thereon will be taxable to a noteholder as
ordinary interest income when received or accrued in accordance with such
noteholder's method of tax accounting. Under the OID regulations, a holder of a
note issued with a de minimis amount of OID must include such OID in income, on
a pro rata basis, as principal payments are made on the note. It is believed
that any prepayment premium paid as a result of a mandatory redemption will be
taxable as contingent interest when it becomes fixed and unconditionally
payable. A purchaser who buys a note for more or less than its principal amount
will generally be subject, respectively, to the premium amortization or market
discount rules of the Code.

     A holder of a note that has a fixed maturity date of not more than one year
from the issue date of such note (a "Short-Term Note") may be subject to special
rules. An accrual basis holder of a Short-Term Note (and certain cash method
holders, including regulated investment companies, as set forth in Section 1281
of the Code) generally would be required to report interest income as interest
accrues on a straight-line basis over the term of each interest period. Other
cash basis holders of a Short-Term Note would, in general, be required to report
interest income as interest is paid (or, if earlier, upon the taxable
disposition of the Short-Term Note). However, a cash basis holder of a
Short-Term Note reporting interest income as it is paid may be required to defer
a portion of any interest expense otherwise deductible on indebtedness incurred
to purchase or carry the Short-Term Note until the taxable disposition of the
Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Code
to accrue interest income on all nongovernment debt obligations with a term of
one year or less, in which case the taxpayer would include interest on the
Short-Term Note in income as it accrues, but would not be subject


                                      103


to the interest expense deferral rule referred to in the preceding sentence.
Certain special rules apply if a Short-Term Note is purchased for more or less
than its principal amount.

     Sale or Other Disposition. If a noteholder sells a note, the holder will
recognize gain or loss in an amount equal to the difference between the amount
realized on the sale and the holder's adjusted tax basis in the note. The
adjusted tax basis of a note to a particular noteholder will equal the holder's
cost for the note, increased by any market discount, acquisition discount, OID
and gain previously included by such noteholder in income with respect to the
note and decreased by the amount of bond premium (if any) previously amortized
and by the amount of principal payments previously received by such noteholder
with respect to such note. Any such gain or loss will be capital gain or loss if
the note was held as a capital asset, except for gain representing accrued
interest and accrued market discount not previously included in income. Capital
losses generally may be used only to offset capital gains.

     Foreign Holders. Interest payments made (or accrued) to a noteholder who is
a nonresident alien, foreign corporation or other non-United States person (a
"foreign person") generally will be considered "portfolio interest," and
generally will not be subject to United States federal income tax and
withholding tax, if the interest is not effectively connected with the conduct
of a trade or business within the United States by the foreign person and the
foreign person

     o    is not actually or constructively a "10 percent shareholder" of the
          trust fund or the seller (including a holder of 10% of the outstanding
          securities) or a "controlled foreign corporation" with respect to
          which the trust fund or the seller is a "related person" within the
          meaning of the Code and

     o    provides the owner trustee or other person who is otherwise required
          to withhold U.S. tax with respect to the notes (the "Withholding
          Agent") with an appropriate statement, signed under penalties of
          perjury, certifying that the beneficial owner who is an individual or
          corporation for federal income tax purposes of the note is a foreign
          person and providing the foreign person's name and address.

Generally, this statement is made on an IRS Form W-8BEN ("W-8BEN"), which is
effective for the remainder of the year of signature plus three full calendar
years unless a change in circumstances makes any information on the form
incorrect. Notwithstanding the preceding sentence, a W-8BEN with a U.S. taxpayer
identification number will remain effective until a change in circumstances
makes any information on the form incorrect, provided that the Withholding Agent
reports at least one payment annually to the beneficial owner on IRS Form
1042-S. The beneficial owner must inform the Withholding Agent within 30 days of
any change and furnish a new W-8BEN. A noteholder who is not an individual or
corporation (or an entity treated as a corporation for federal income tax
purposes) holding the Notes on its own behalf may have substantially increased
reporting requirements. In particular, in the case of notes held by a foreign
partnership (or foreign trust), the partners (or beneficiaries) rather than the
partnership (or trust) will be required to provide the certification discussed
above, and the partnership (or trust) will be required to provide certain
additional information.

     If a note is held through a securities clearing organization or certain
other financial institutions, the organization or institution may provide the
relevant signed statement to the withholding agent; in that case, however, the
signed statement must be accompanied by a Form W-8BEN or substitute form
provided by the foreign person that owns the note. If such interest is not
portfolio interest, then it will be subject to United States federal income and
withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant
to an applicable tax treaty.

     Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a note by a foreign person will be exempt from United
States federal income and withholding tax, provided that


                                      104


such gain is not effectively connected with the conduct of a trade or business
in the United States by the foreign person and in the case of an individual
foreign person, the foreign person is not present in the United States for 183
days or more in the taxable year.

     Backup Withholding. Each holder of a note (other than an exempt holder such
as a corporation, tax-exempt organization, qualified pension and profit-sharing
trust, individual retirement account or nonresident alien who provides
certification as to status as a nonresident) will be required to provide, under
penalties of perjury, a certificate containing the holder's name, address,
correct federal taxpayer identification number and a statement that the holder
is not subject to backup withholding. Should a nonexempt noteholder fail to
provide the required certification, the trust fund will be required to withhold
on the amount otherwise payable to the holder, and remit the withheld amount to
the IRS as a credit against the holder's federal income tax liability.

     Possible Alternative Treatments of the Notes. If, contrary to the opinion
of Tax Counsel, the IRS successfully asserted that one or more of the notes did
not represent debt for federal income tax purposes, the notes might be treated
as equity interests in the trust fund. If so treated, the trust fund might be
taxable as a corporation with the adverse consequences described above (and the
taxable corporation would not be able to reduce its taxable income by deductions
for interest expense on notes recharacterized as equity). Alternatively, and
most likely in the view of special counsel to the depositor, the trust fund
might be treated as a publicly traded partnership that would not be taxable as a
corporation because it would meet certain qualifying income tests. Nonetheless,
treatment of the notes as equity interests in such a publicly traded partnership
could have adverse tax consequences to certain holders. For example, income to
certain tax-exempt entities (including pension funds) would be "unrelated
business taxable income," income to foreign holders generally would be subject
to U.S. tax and U.S. tax return filing and withholding requirements, and
individual holders might be subject to certain limitations on their ability to
deduct their share of the trust fund's expenses.

TAX CONSEQUENCES TO HOLDERS OF THE CERTIFICATES

     Treatment of the Trust Fund as a Partnership. The trust fund and the master
servicer will agree, and the certificateholders will agree by their purchase of
certificates, to treat the trust fund as a partnership for purposes of federal
and state income tax, franchise tax and any other tax measured in whole or in
part by income, with the assets of the partnership being the assets held by the
trust fund, the partners of the partnership being the certificateholders, and
the notes being debt of the partnership. However, the proper characterization of
the arrangement involving the trust fund, the certificates, the notes, the trust
fund and the servicer is not clear because there is no authority on transactions
closely comparable to that contemplated herein.

     A variety of alternative characterizations are possible. For example,
because the certificates have certain features characteristic of debt, the
certificates might be considered debt of the trust fund. Any such
characterization would not result in materially adverse tax consequences to
certificateholders as compared to the consequences from treatment of the
certificates as equity in a partnership, described below. The following
discussion assumes that the certificates represent equity interests in a
partnership.

     Indexed Securities, etc. The following discussion assumes that all payments
on the certificates are denominated in U.S. dollars, none of the certificates
are Indexed securities or Strip certificates, and that a series of securities
includes a single class of certificates. If these conditions are not satisfied
with respect to any given series of certificates, additional tax considerations
with respect to such certificates will be disclosed in the applicable prospectus
supplement.


                                      105


     Partnership Taxation. As a partnership, the trust fund will not be subject
to federal income tax. Rather, each certificateholder will be required to
separately take into account such holder's distributive share of income, gains,
losses, deductions and credits of the trust fund. The trust fund's income will
consist primarily of interest and finance charges earned on the loans (including
appropriate adjustments for market discount, OID and bond premium) and any gain
upon collection or disposition of loans. The trust fund's deductions will
consist primarily of interest accruing with respect to the notes, servicing and
other fees, and losses or deductions upon collection or disposition of loans.

     The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the
Trust Agreement and related documents). The Trust Agreement will provide, in
general, that the certificateholders will be allocated taxable income of the
trust fund for each month equal to the sum of (i) the interest that accrues on
the certificates in accordance with their terms for such month, including
interest accruing at the Pass-Through Rate for such month and interest on
amounts previously due on the certificates but not yet distributed; (ii) any
trust fund income attributable to discount on the Loans that corresponds to any
excess of the principal amount of the certificates over their initial issue
price; (iii) prepayment premium payable to the certificateholders for such
month; and (iv) any other amounts of income payable to the certificateholders
for such month. Such allocation will be reduced by any amortization by the trust
fund of premium on loans that corresponds to any excess of the issue price of
certificates over their principal amount. All remaining taxable income of the
trust fund will be allocated to the depositor. Based on the economic arrangement
of the parties, this approach for allocating trust fund income should be
permissible under applicable Treasury regulations, although no assurance can be
given that the IRS would not require a greater amount of income to be allocated
to certificateholders. Moreover, even under the foregoing method of allocation,
certificateholders may be allocated income equal to the entire Pass-Through Rate
plus the other items described above even though the trust fund might not have
sufficient cash to make current cash distributions of such amount. Thus, cash
basis holders will in effect be required to report income from the certificates
on the accrual basis and certificateholders may become liable for taxes on trust
fund income even if they have not received cash from the trust fund to pay such
taxes. In addition, because tax allocations and tax reporting will be done on a
uniform basis for all certificateholders but certificateholders may be
purchasing certificates at different times and at different prices,
certificateholders may be required to report on their tax returns taxable income
that is greater or less than the amount reported to them by the trust fund.

     All of the taxable income allocated to a certificateholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity
(including an individual retirement account) will constitute "unrelated business
taxable income" generally taxable to such a holder under the Code.

     An individual taxpayer's share of expenses of the trust fund (including
fees to the servicer but not interest expense) would be miscellaneous itemized
deductions. Such deductions might be disallowed to the individual in whole or in
part and might result in such holder being taxed on an amount of income that
exceeds the amount of cash actually distributed to such holder over the life of
the trust fund.

     The trust fund intends to make all tax calculations relating to income and
allocations to certificateholders on an aggregate basis. If the IRS were to
require that such calculations be made separately for each loan, the trust fund
might be required to incur additional expense but it is believed that there
would not be a material adverse effect on certificateholders.

     Discount and Premium. It is believed that the loans were not issued with
OID, and, therefore, the trust fund should not have OID income. However, the
purchase price paid by the trust fund for the loans may be greater or less than
the remaining principal balance of the loans at the time of purchase. If so, the
loan will have been acquired at a premium or discount, as the case may be. (As
indicated above, the trust


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fund will make this calculation on an aggregate basis, but might be required to
recompute it on a loan by loan basis.)

     If the trust fund acquires the loans at a market discount or premium, the
trust fund will elect to include any such discount in income currently as it
accrues over the life of the loans or to offset any such premium against
interest income on the loans. As indicated above, a portion of such market
discount income or premium deduction may be allocated to certificateholders.

     Section 708 Termination. Pursuant to Code Section 708, a sale or exchange
of 50% or more of the capital and profits in a partnership would cause a deemed
contribution of assets of the partnership (the "old partnership") to a new
partnership (the "new partnership") in exchange for interests in the new
partnership. Such interests would be deemed distributed to the partners of the
old partnership in liquidation thereof, which would not constitute a sale or
exchange. Accordingly, if the trust fund were characterized as a partnership,
then even if a sale of certificates terminated the partnership under Code
Section 708, the holder's basis in its certificates would remain the same.

     Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of certificates in an amount equal to the difference
between the amount realized and the seller's tax basis in the certificates sold.
A certificateholder's tax basis in a certificate will generally equal the
holder's cost increased by the holder's share of trust fund income (includible
in income) and decreased by any distributions received with respect to such
certificate. In addition, both the tax basis in the certificates and the amount
realized on a sale of a certificate would include the holder's share of the
notes and other liabilities of the trust fund. A holder acquiring certificates
at different prices may be required to maintain a single aggregate adjusted tax
basis in such certificates, and, upon sale or other disposition of some of the
certificates, allocate a portion of such aggregate tax basis to the certificates
sold (rather than maintaining a separate tax basis in each certificate for
purposes of computing gain or loss on a sale of that certificate).

     Any gain on the sale of a certificate attributable to the holder's share of
unrecognized accrued market discount on the loans would generally be treated as
ordinary income to the holder and would give rise to special tax reporting
requirements. The trust fund does not expect to have any other assets that would
give rise to such special reporting requirements. Thus, to avoid those special
reporting requirements, the trust fund will elect to include market discount in
income as it accrues.

     If a certificateholder is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions
described above) over the life of the certificates that exceeds the aggregate
cash distributions with respect thereto, such excess will generally give rise to
a capital loss upon the retirement of the certificates.

     Allocations Among Transferors and Transferees. In general, the trust fund's
taxable income and losses will be determined monthly and the tax items for a
particular calendar month will be apportioned among the certificateholders in
proportion to the principal amount of certificates owned by them as of the close
of the last day of such month. As a result, a holder purchasing certificates may
be allocated tax items (which will affect its tax liability and tax basis)
attributable to periods before the actual transaction.

     The use of such a monthly convention may not be permitted by existing
regulations. If a monthly convention is not allowed (or only applies to
transfers of less than all of the partner's interest), taxable income or losses
of the trust fund might be reallocated among the certificateholders. The trust
fund's method of allocation between transferors and transferees may be revised
to conform to a method permitted by future regulations.

     Section 754 Election. In the event that a certificateholder sells its
certificates at a profit (loss), the purchasing certificateholder will have a
higher (lower) basis in the certificates than the selling


                                      107


certificateholder had. The tax basis of the trust fund's assets will not be
adjusted to reflect that higher (or lower) basis unless the trust fund were to
file an election under Section 754 of the Code. In order to avoid the
administrative complexities that would be involved in keeping accurate
accounting records, as well as potentially onerous information reporting
requirements, the trust fund will not make such election. As a result,
certificateholders might be allocated a greater or lesser amount of trust fund
income than would be appropriate based on their own purchase price for
certificates.

     Administrative Matters. The owner trustee is required to keep or have kept
complete and accurate books of the trust fund. Such books will be maintained for
financial reporting and tax purposes on an accrual basis and the fiscal year of
the trust fund will be the calendar year. The trustee will file a partnership
information return (IRS Form 1065) with the IRS for each taxable year of the
trust fund and will report each certificateholder's allocable share of items of
trust fund income and expense to holders and the IRS on Schedule K-1. The trust
fund will provide the Schedule K-1 information to nominees that fail to provide
the trust fund with the information statement described below and such nominees
will be required to forward such information to the beneficial owners of the
certificates. Generally, holders must file tax returns that are consistent with
the information return filed by the trust fund or be subject to penalties unless
the holder notifies the IRS of all such inconsistencies.

     Under Section 6031 of the Code, any person that holds certificates as a
nominee at any time during a calendar year is required to furnish the trust fund
with a statement containing certain information on the nominee, the beneficial
owners and the certificates so held. Such information includes (i) the name,
address and taxpayer identification number of the nominee and (ii) as to each
beneficial owner (x) the name, address and identification number of such person,
(y) whether such person is a United States person, a tax-exempt entity or a
foreign government, an international organization, or any wholly owned agency or
instrumentality of either of the foregoing, and (z) certain information on
certificates that were held, bought or sold on behalf of such person throughout
the year. In addition, brokers and financial institutions that hold certificates
through a nominee are required to furnish directly to the trust fund information
as to themselves and their ownership of certificates. A clearing agency
registered under Section 17A of the Securities Exchange Act of 1934, as amended
is not required to furnish any such information statement to the trust fund. The
information referred to above for any calendar year must be furnished to the
trust fund on or before the following January 31. Nominees, brokers and
financial institutions that fail to provide the trust fund with the information
described above may be subject to penalties.

     The depositor will be designated as the tax matters partner in the related
Trust Agreement and, as such, will be responsible for representing the
certificateholders in any dispute with the IRS. The Code provides for
administrative examination of a partnership as if the partnership were a
separate and distinct taxpayer. Generally, the statute of limitations for
partnership items does not expire before three years after the date on which the
partnership information return is filed. Any adverse determination following an
audit of the return of the trust fund by the appropriate taxing authorities
could result in an adjustment of the returns of the certificateholders, and,
under certain circumstances, a certificateholder may be precluded from
separately litigating a proposed adjustment to the items of the trust fund. An
adjustment could also result in an audit of a certificateholder's returns and
adjustments of items not related to the income and losses of the trust fund.

     Tax Consequences to Foreign Certificateholders. It is not clear whether the
trust fund would be considered to be engaged in a trade or business in the
United States for purposes of federal withholding taxes with respect to non-U.S.
Persons because there is no clear authority dealing with that issue under facts
substantially similar to those described herein. Although it is not expected
that the trust fund would be engaged in a trade or business in the United States
for such purposes, the trust fund will withhold as if it were so engaged in
order to protect the trust fund from possible adverse consequences of a failure
to


                                      108


withhold. The trust fund expects to withhold on the portion of its taxable
income, as calculated for this purpose which may exceed the distributions to
certificateholders, that is allocable to foreign certificateholders pursuant to
Section 1446 of the Code, as if such income were effectively connected to a U.S.
trade or business. Subsequent adoption of Treasury regulations or the issuance
of other administrative pronouncements may require the trust fund to change its
withholding procedures. In determining a holder's withholding status, the trust
fund may rely on IRS Form W-8BEN, IRS Form W-9 or the holder's certification of
nonforeign status signed under penalties of perjury. A holder who is not an
individual or corporation (or an entity treated as a corporation for federal
income tax purposes) holding the Notes on its own behalf may have substantially
increased reporting requirements. In particular, if the holder is a foreign
partnership (or foreign trust), the partners (or beneficiaries) rather than the
partnership (or trust) will be required to provide the certification discussed
above, and the partnership (or trust) will be required to provide certain
additional information.

     Each foreign holder might be required to file a U.S. individual or
corporate income tax return (including, in the case of a corporation, the branch
profits tax) on its share of the trust fund's income. Each foreign holder must
obtain a taxpayer identification number from the IRS and submit that number in
order to assure appropriate crediting of the taxes withheld. A foreign holder
generally would be entitled to file with the IRS a claim for refund with respect
to taxes withheld by the trust fund taking the position that no taxes were due
because the trust fund was not engaged in a U.S. trade or business. However,
interest payments made (or accrued) to a certificateholder who is a foreign
person generally will be considered guaranteed payments to the extent such
payments are determined without regard to the income of the trust fund. If these
interest payments are properly characterized as guaranteed payments, then the
interest will not be considered "portfolio interest." As a result,
certificateholders will be subject to United States federal income tax and
withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant
to an applicable treaty. In such case, a foreign holder would only be entitled
to claim a refund for that portion of the taxes in excess of the taxes that
should be withheld with respect to the guaranteed payments.

     Backup Withholding. Distributions made on the certificates and proceeds
from the sale of the certificates will be subject to a "backup" withholding tax
if, in general, the certificateholder fails to comply with certain
identification procedures, unless the holder is an exempt recipient under
applicable provisions of the Code.

                            OTHER TAX CONSIDERATIONS

     In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state, local
and foreign tax consequences of the acquisition, ownership, and disposition of
the securities. State and local tax law may differ substantially from the
corresponding federal law, and this discussion does not purport to describe any
aspect of the tax laws of any state or locality. Therefore, potential investors
should consult their own tax advisors with respect to the various state, local
and foreign tax consequences of an investment in the securities.

                              ERISA CONSIDERATIONS

     The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Code impose requirements on employee benefit plans (and
on certain other retirement plans and arrangements, including individual
retirement accounts and annuities and Keogh plans as well as collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested) (collectively, "Plans") subject to ERISA or to
Section 4975 of the Code and on persons who bear specified relationships to
Plans ("Parties in Interest") or are fiduciaries with respect to such Plans.


                                      109


Generally, ERISA applies to investments made by Plans. Among other things, ERISA
requires that the assets of Plans be held in trust and that the trustee, or
other duly authorized fiduciary, have exclusive authority and discretion to
manage and control the assets of Plans. ERISA also imposes certain duties on
persons who are fiduciaries of Plans. Under ERISA, any person who exercises any
authority or control respecting the management or disposition of the assets of a
Plan is considered to be a fiduciary of the Plan (subject to certain exceptions
not here relevant). Certain employee benefit plans, such as governmental plans
(as defined in ERISA Section 3(32)) and, if no election has been made under
Section 410(d) of the Code, church plans (as defined in ERISA Section 3(33)),
are not subject to requirements imposed by ERISA and Section 4975 of the Code.
Accordingly, assets of such plans may be invested in securities without regard
to the considerations described above and below, subject to the provisions of
other applicable law. Any such plan which is qualified and exempt from taxation
under Code Sections 401(a) and 501(a) is subject to the prohibited transaction
rules set forth in Code Section 503.

     On November 13, 1986, the United States Department of Labor (the "DOL")
issued final regulations concerning the definition of what constitutes the
assets of a Plan. (Labor Reg. Section 2510.3-101 (the "Plan Assets
Regulation")). Under this regulation, the underlying assets and properties of
corporations, partnerships and certain other entities in which a Plan makes an
"equity" investment could be deemed for purposes of ERISA to be assets of the
investing Plan in certain circumstances. Under the Plan Assets Regulation, the
term "equity interest" is defined as any interest in an entity other than an
instrument that is treated as indebtedness under applicable local law and has no
"substantial equity features." If certificates are not treated as equity
interests in the issuer for purposes of the Plan Assets Regulation, a Plan's
investment in the certificates would not cause the assets of the issuer to be
deemed plan assets. If the certificates are deemed to be equity interests in the
issuer, the issuer could be considered to hold plan assets because of a Plan's
investment in those securities. In that event, the master servicer and other
persons exercising management or discretionary control over the assets of the
issuer or providing services with respect to those assets could be deemed to be
fiduciaries or other parties in interest with respect to investing Plans and
thus subject to the prohibited transaction provisions of Section 406 of ERISA
and Section 4975 of the Code and, in the case of fiduciaries, to the fiduciary
responsibility provisions of Title I of ERISA, with respect to transactions
involving the issuer's assets. Trust certificates are "equity interests" for
purposes of the Plan Asset Regulation.

     In addition to the imposition of general fiduciary standards of investment
prudence and diversification, ERISA and Section 4975 of the Code prohibit a
broad range of transactions involving assets of a Plan and persons ("Parties in
Interest") having certain specified relationships to a Plan and impose
additional prohibitions where Parties in Interest are fiduciaries with respect
to such Plan. Because the loans may be deemed assets of each Plan that purchases
equity securities, an investment in equity securities by a Plan might be a
prohibited transaction under ERISA Sections 406 and 407 and subject to an excise
tax under Code Section 4975 unless a statutory, regulatory or administrative
exemption applies.

     Without regard to whether securities are considered to be equity interest
in the issuer, certain affiliates of the issuer might be considered or might
become Parties in Interest with respect to a Plan. In this case, the acquisition
or holding of the securities by or on behalf of the Plan could constitute or
give rise to a prohibited transaction, within the meaning of ERISA and the Code,
unless they were subject to one or more exemptions. Depending on the relevant
facts and circumstances, certain prohibited transaction exemptions may apply to
the purchase or holding of the securities -- for example, Prohibited Transaction
Class Exemption ("PTCE") 96-23, which exempts certain transactions effected on
behalf of a Plan by an "in-house asset manager"; PTCE 95-60, which exempts
certain transactions by insurance company general accounts; PTCE 91-38, which
exempts certain transactions by bank collective investment funds; PTCE 90-1,
which exempts certain transactions by insurance company pooled separate
accounts; or PTCE 84-14, which exempts certain transactions effected on behalf
of a Plan by a "qualified professional asset manager". There can be no assurance
that any of these exemptions will apply with


                                      110


respect to any Plan's investment in securities, or that such an exemption, if it
did apply, would apply to all prohibited transactions that may occur in
connection with such investment. Furthermore, these exemptions would not apply
to transactions involved in operation of the trust if, as described above, the
assets of the trust were considered to include plan assets.

     The DOL has granted to certain underwriters individual administrative
exemptions (the "Underwriter Exemptions") from certain of the prohibited
transaction rules of ERISA and the related excise tax provisions of Section 4975
of the Code with respect to the initial purchase, the holding and the subsequent
resale by Plans of securities, including certificates, underwritten or privately
placed by that underwriter or its affiliate or by a syndicate managed by that
underwriter or its affiliate and issued by entities that hold investment pools
consisting of certain secured receivables, loans and other obligations and the
servicing, operation and management of such investment pools, provided the
conditions and requirements of the Underwriter Exemptions are met. The Exemption
also permits the entity to hold an interest-rate swap or yield supplement
agreement if it meets requirements set forth in the Exemption.

     While each Underwriter Exemption is an individual exemption separately
granted to a specific underwriter, the terms and conditions which generally
apply to the Underwriter Exemptions are substantially identical, and include the
following:

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

          (2) the securities acquired by the Plan have received a rating at the
     time of such acquisition that is one of the four highest generic rating
     categories from Standard & Poor's Ratings Services ("S&P"), a division of
     The McGraw-Hill Companies, Inc., Moody's, or Fitch Ratings, Inc. ("Fitch")
     (each, a "Rating Agency");

          (3) the trustee is not an affiliate of any other member of the
     Restricted Group, as defined below (other than an underwriter);

          (4) the sum of all payments made to and retained by the underwriters
     in connection with the distribution of the securities represents not more
     than reasonable compensation for underwriting the securities; the sum of
     all payments made to and retained by the seller pursuant to the assignment
     of the loans to the issuer represents not more than the fair market value
     of such loans; the sum of all payments made to and retained by the servicer
     and any sub-servicer represents not more than reasonable compensation for
     such person's services under the agreement pursuant to which the loans are
     pooled and reimbursements of such person's reasonable expenses in
     connection therewith; and

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

     The issuer must also meet the following requirements:

          (i) the corpus of the issuer must consist solely of assets of the type
     that have been included in other investment pools;

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


                                       111


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

     Moreover, the Underwriter Exemptions generally provide relief from certain
self-dealing/conflict of interest prohibited transactions that may occur when a
Plan fiduciary causes a Plan to acquire securities of an issuer holding
receivables as to which the fiduciary (or its affiliate) is an obligor, provided
that, among other requirements:

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

     o    such fiduciary (or its affiliate) is an obligor with respect to not
          more than five percent (5%) of the fair market value of the
          obligations contained in the investment pool;

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

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

     o    the Plan is not sponsored by a member of the Restricted Group, as
          defined below.

     The Underwriter Exemptions provide only limited relief to Plans sponsored
by the seller, an underwriter, the trustee, the master servicer, any provider of
credit support to the trust, any counterparty to a swap contained in the trust,
any obligor with respect to loans included in the investment pool constituting
more than five percent (5%) of the aggregate unamortized principal balance of
the assets in the trust fund, or any affiliate of such parties (the "Restricted
Group").

     The Underwriter Exemptions provide exemptive relief to certain
mortgage-backed and asset-backed securities transactions using pre-funding
accounts. Mortgage loans or other secured receivables (the "obligations")
supporting payments to securityholders, and having a value equal to no more than
twenty-five percent (25%) of the total principal amount of the securities being
offered by the issuer, may be transferred to the issuer within a 90-day or
three-month period following the closing date, instead of being required to be
either identified or transferred on or before the closing date. The relief is
available when the prefunding account satisfies certain conditions.

     The rating of a security may change. If a class of securities no longer has
a required rating from at least one Rating Agency, the security will no longer
be eligible for relief under the Underwriter Exemption (although a Plan that had
purchased the security when it had a permitted rating would not be required by
the Underwriter Exemption to dispose of it.) A certificate that satisfies the
requirements of the Underwriter Exemptions other than the rating requirement may
be eligible for purchase by an insurance company investing assets of its general
account that include plan assets when the requirements of Sections I and III of
Prohibited Transaction Class Exemption 95-60 are met.

     The prospectus supplement for each series of securities will indicate the
classes of securities, if any, offered thereby as to which it is expected that
an Underwriter Exemption will apply.

     Any Plan fiduciary which proposes to cause a Plan to purchase securities
should consult with its counsel concerning the impact of ERISA and the Code, the
applicability of the Underwriter Exemptions,


                                       112


the effect of the Plan Assets Regulation, and the potential consequences in
their specific circumstances, prior to making such investment. Moreover, each
Plan fiduciary should determine whether under the general fiduciary standards of
investment prudence and diversification an investment in the securities is
appropriate for the Plan, taking into account the overall investment policy of
the Plan and the composition of the Plan's investment portfolio.

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

                                LEGAL INVESTMENT

     The prospectus supplement for each series of securities will specify which,
if any, of the classes of securities offered thereby constitute "mortgage
related securities" for purposes of the Secondary Mortgage Market Enhancement
Act of 1984 ("SMMEA"). Classes of securities that qualify as "mortgage related
securities" will be legal investments for persons, trusts, corporations,
partnerships, associations, business trusts, and business entities (including
depository institutions, life insurance companies and pension funds) created
pursuant to or existing under the laws of the United States or of any state
(including the District of Columbia and Puerto Rico) whose authorized
investments are subject to state regulations to the same extent as, under
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any such entities. Under SMMEA, if a state enacts
legislation prior to October 4, 1991 specifically limiting the legal investment
authority of any such entities with respect to "mortgage related securities",
securities will constitute legal investments for entities subject to such
legislation only to the extent provided therein. Approximately twenty-one states
adopted such legislation prior to the October 4, 1991 deadline. SMMEA provides,
however, that in no event will the enactment of any such legislation affect the
validity of any contractual commitment to purchase, hold or invest in
securities, or require the sale or other disposition of securities, so long as
such contractual commitment was made or such securities were acquired prior to
the enactment of such legislation.

     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in securities
without limitations as to the percentage of their assets represented thereby,
federal credit unions may invest in mortgage related securities, and national
banks may purchase securities for their own account without regard to the
limitations generally applicable to investment securities set forth in 12 U.S.C.
24 (Seventh), subject in each case to such regulations as the applicable federal
authority may prescribe. In this connection, federal credit unions should review
the National Credit Union Administration ("NCUA") Letter to Credit Unions No.
96, as modified by Letter to Credit Unions No. 108, which includes guidelines to
assist federal credit unions in making investment decisions for mortgage related
securities and the NCUA's regulation "Investment and Deposit Activities" (12
C.F.R. Part 703), which sets forth certain restrictions on investment by federal
credit unions in mortgage related securities (in each case whether or not the
class of securities under consideration for purchase constituted a "mortgage
related security"). The NCUA issued final regulations effective December 2, 1991
that restrict and in some instances prohibit the investment by Federal Credit
Unions in certain types of mortgage related securities.

     All depository institutions considering an investment in the securities
(whether or not the class of securities under consideration for purchase
constitutes a "mortgage related security") should review the Federal Financial
Institutions Examination Council's Supervisory Policy Statement on the
Securities Activities (to the extent adopted by their respective regulators)
(the "Policy Statement") setting forth, in relevant part, certain securities
trading and sales practices deemed unsuitable for an institution's



                                       113


investment portfolio, and guidelines for (and restrictions on) investing in
mortgage derivative products, including "mortgage related securities", which are
"high-risk mortgage securities" as defined in the Policy Statement. According to
the Policy Statement, such "high-risk mortgage securities" include securities
such as securities not entitled to distributions allocated to principal or
interest, or Subordinated Securities. Under the Policy Statement, it is the
responsibility of each depository institution to determine, prior to purchase
(and at stated intervals thereafter), whether a particular mortgage derivative
product is a "high-risk mortgage security", and whether the purchase (or
retention) of such a product would be consistent with the Policy Statement.

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to "prudent investor" provisions, percentage-of-assets limits and provisions
which may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying," or in securities which are issued in book-entry
form.

     There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase securities or to purchase
securities representing more than a specified percentage of the investor's
assets. Investors should consult their own legal advisors in determining whether
and to what extent the securities constitute legal investments for such
investors.

                             METHOD OF DISTRIBUTION

     Securities are being offered hereby in series from time to time (each
series evidencing or relating to a separate trust fund) through any of the
following methods:

     o    by negotiated firm commitment or best efforts underwriting and public
          reoffering by underwriters;

     o    by agency placements through one or more placement agents primarily
          with institutional investors and dealers; and

     o    by placement directly by the depositor with institutional investors.

     A prospectus supplement will be prepared for each series which will
describe the method of offering being used for that series and will set forth
the identity of any underwriters thereof and either the price at which such
series is being offered, the nature and amount of any underwriting discounts or
additional compensation to such underwriters and the proceeds of the offering to
the depositor, or the method by which the price at which the underwriters will
sell the securities will be determined. Each prospectus supplement for an
underwritten offering will also contain information regarding the nature of the
underwriters' obligations, any material relationship between the depositor and
any underwriter and, where appropriate, information regarding any discounts or
concessions to be allowed or reallowed to dealers or others and any arrangements
to stabilize the market for the securities so offered. In firm commitment
underwritten offerings, the underwriters will be obligated to purchase all of
the securities of such series if any such securities are purchased. Securities
may be acquired by the underwriters for their own accounts and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale.

     This prospectus, together with the related prospectus supplement, may be
used by Countrywide Securities Corporation, an affiliate of CWABS, Inc. and
Countrywide Home Loans, Inc., in connection with offers and sales related to
market making transactions in the securities in which Countrywide Securities
Corporation acts as principal. Countrywide Securities Corporation may also act
as agent in


                                       114


such transactions. Sales in such transactions will be made at prices related to
prevailing prices at the time of sale.

     Underwriters and agents may be entitled under agreements entered into with
the depositor to indemnification by the depositor against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution with respect to payments which such underwriters or agents
may be required to make in respect thereof.

     If a series is offered other than through underwriters, the prospectus
supplement relating thereto will contain information regarding the nature of
such offering and any agreements to be entered into between the depositor and
purchasers of securities of such series.

                                  LEGAL MATTERS

     The validity of the securities of each series, including certain federal
income tax consequences with respect thereto, will be passed upon for the
depositor by Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New
York 10019, or by Thacher Proffitt & Wood LLP, Two World Financial Center, New
York, New York 10281, as specified in the prospectus supplement.

                              FINANCIAL INFORMATION

     A new trust fund will be formed with respect to each series of securities
and no trust fund will engage in any business activities or have any assets or
obligations prior to the issuance of the related series of securities.
Accordingly, no financial statements with respect to any trust fund will be
included in this prospectus or in the related prospectus supplement.

                                     RATING

     It is a condition to the issuance of the securities of each series offered
hereby and by the prospectus supplement that they shall have been rated in one
of the four highest rating categories by the nationally recognized statistical
rating agency or agencies (each, a "Rating Agency") specified in the related
prospectus supplement.

     Any such rating would be based on, among other things, the adequacy of the
value of the Trust Fund Assets and any credit enhancement with respect to such
class and will reflect such Rating Agency's assessment solely of the likelihood
that holders of a class of securities of such class will receive payments to
which such securityholders are entitled under the related Agreement. Such rating
will not constitute an assessment of the likelihood that principal prepayments
on the related loans will be made, the degree to which the rate of such
prepayments might differ from that originally anticipated or the likelihood of
early optional termination of the series of securities. Such rating should not
be deemed a recommendation to purchase, hold or sell securities, inasmuch as it
does not address market price or suitability for a particular investor. Each
security rating should be evaluated independently of any other security rating.
Such rating will not address the possibility that prepayment at higher or lower
rates than anticipated by an investor may cause such investor to experience a
lower than anticipated yield or that an investor purchasing a security at a
significant premium might fail to recoup its initial investment under certain
prepayment scenarios.

     There is also no assurance that any such rating will remain in effect for
any given period of time or that it may not be lowered or withdrawn entirely by
the Rating Agency in the future if in its judgment circumstances in the future
so warrant. In addition to being lowered or withdrawn due to any erosion in


                                      115


the adequacy of the value of the Trust Fund Assets or any credit enhancement
with respect to a series, such rating might also be lowered or withdrawn among
other reasons, because of an adverse change in the financial or other condition
of a credit enhancement provider or a change in the rating of such credit
enhancement provider's long term debt.

     The amount, type and nature of credit enhancement, if any, established with
respect to a series of securities will be determined on the basis of criteria
established by each Rating Agency rating classes of such series. Such criteria
are sometimes based upon an actuarial analysis of the behavior of mortgage loans
in a larger group. Such analysis is often the basis upon which each Rating
Agency determines the amount of credit enhancement required with respect to each
such class. There can be no assurance that the historical data supporting any
such actuarial analysis will accurately reflect future experience nor any
assurance that the data derived from a large pool of mortgage loans accurately
predicts the delinquency, foreclosure or loss experience of any particular pool
of loans. No assurance can be given that values of any Properties have remained
or will remain at their levels on the respective dates of origination of the
related loans. If the residential real estate markets should experience an
overall decline in property values such that the outstanding principal balances
of the loans in a particular trust fund and any secondary financing on the
related Properties become equal to or greater than the value of the Properties,
the rates of delinquencies, foreclosures and losses could be higher than those
now generally experienced in the mortgage lending industry. In addition, adverse
economic conditions (which may or may not affect real property values) may
affect the timely payment by mortgagors of scheduled payments of principal and
interest on the loans and, accordingly, the rates of delinquencies, foreclosures
and losses with respect to any trust fund. To the extent that such losses are
not covered by credit enhancement, such losses will be borne, at least in part,
by the holders of one or more classes of the securities of the related series.


                                      116


                             INDEX TO DEFINED TERMS

TERM                                                                        PAGE
----                                                                        ----
 Accretion Directed..........................................................34
 Accrual.....................................................................37
 Agreement...................................................................18
 AMT.........................................................................96
 APR.........................................................................23
 Asset Conservation Act......................................................74
 Available Funds.............................................................31
 beneficial owner............................................................41
 BIF.........................................................................56
 Book-Entry Securities.......................................................41
 Capitalized Interest Account................................................59
 Cash Flow Bond Method.......................................................99
 CERCLA......................................................................73
 CI..........................................................................43
 Claimable Amount............................................................83
 Class Security Balance......................................................31
 Clearstream, Luxembourg.....................................................43
 Code........................................................................85
 COFI securities.............................................................39
 Collateral Value............................................................23
 Combined Loan-to-Value Ratio................................................23
 Companion Class.............................................................35
 Component Securities........................................................35
 Contingent Regulations......................................................88
 Cooperative.................................................................44
 cooperative loans...........................................................19
 cooperatives................................................................19
 Cut-off Date Principal Balance..............................................29
 DBC.........................................................................43
 Debt securities.............................................................86
 debt-to-income ratio........................................................26
 Definitive Security.........................................................41
 Detailed Description........................................................19
 Disqualified Organization...................................................95
 DOL........................................................................110
 DTC.........................................................................41
 Eleventh District...........................................................39
 Euroclear...................................................................41
 Euroclear Operator..........................................................44
 Euroclear Participants......................................................44
 European Depositaries.......................................................41
 excess servicing............................................................99
 FHA.........................................................................19
 FHLBSF......................................................................39
 Final Bond Premium Regulations..............................................90
 Financial Intermediary......................................................41
 Fitch......................................................................111
 Fixed Rate..................................................................36
 Floating Rate...............................................................36
 foreign person.............................................................104
 FTC Rule....................................................................78
 Funding Period..............................................................58
 Garn-St Germain Act.........................................................76
 HI Contracts................................................................77
 HI Loans....................................................................77
 Improper Knowledge..........................................................96
 Indenture...................................................................28
 Indirect Participants.......................................................42
 Insurance Proceeds..........................................................57
 Insured Expenses............................................................57
 Interest Only...............................................................36
 Interest Weighted Securities................................................89
 Inverse Floating Rate.......................................................36
 IRS.........................................................................88
 L/C Bank....................................................................47
 L/C Percentage..............................................................47
 Liquidation Expenses........................................................57
 Liquidation Proceeds........................................................57
 Loan Rate...................................................................20
 Loan-to-Value Ratio.........................................................23
 market discount.............................................................89
 Master Servicing Agreement..................................................18
 Master Servicing Fee........................................................63
 Moody's.....................................................................48
 Mortgage....................................................................55
 NAS.........................................................................35
 National Cost of Funds Index................................................40
 NCUA.......................................................................113
 New CI......................................................................43
 Non-Accelerated Senior......................................................35
 Noneconomic Residual Interest Security......................................96
 Nonresidents...............................................................102
 Notional Amount Securities..................................................35
 obligations................................................................112
 Offshore Location...........................................................96
 OID.........................................................................86
 OID Regulations.............................................................86
 OTS.........................................................................40
 PACs........................................................................35
 Partial Accrual.............................................................37
 Participants................................................................41
 Parties in Interest........................................................109
 Pass-Through Securities.....................................................98
 Pay-Through Security........................................................88


                                      117


TERM                                                                        PAGE
----                                                                        ----
 percentage interests........................................................65
 Permitted Investments.......................................................48
 Plan Assets Regulation.....................................................110
 Planned Principal Class.....................................................35
 Plans......................................................................109
 Policy Statement...........................................................113
 Pool Insurance Policy.......................................................50
 Pool Insurer................................................................50
 Pooling and Servicing Agreement.............................................28
 Pre-Funded Amount...........................................................58
 Pre-Funding Account.........................................................58
 Prepayment Assumption.......................................................88
 Primary Mortgage Insurance Policy...........................................21
 Prime Rate..................................................................41
 Principal Only..............................................................37
 Principal Prepayments.......................................................32
 Properties..................................................................21
 Property Improvement Loans..................................................80
 PTCE.......................................................................110
 Purchase Price..............................................................28
 Rating Agency..............................................................111
 Ratio Strip Securities......................................................99
 RCRA........................................................................74
 Record Date.................................................................29
 Refinance Loan..............................................................23
 Regular Interest Securities.................................................86
 Relevant Depositary.........................................................41
 Relief Act..................................................................79
 REMIC.......................................................................85
 reserve interest rate.......................................................38
 Residual Interest Security..................................................93
 Restricted Group...........................................................112
 Retained Interest...........................................................29
 Rules.......................................................................42
 S&P........................................................................111
 SAIF........................................................................56
 Scheduled Principal Class...................................................35
 SEC.........................................................................47
 Security Account............................................................56
 Security Owners.............................................................41
 Security Register...........................................................30
 Sellers.....................................................................18
 Senior Securities...........................................................46
 Sequential Pay..............................................................36
 Servicing Fee...............................................................98
 Short-Term Note............................................................103
 Single Family Properties....................................................21
 SMMEA......................................................................113
 Strip.......................................................................36
 Stripped Securities.........................................................98
 Subsequent Loans............................................................58
 Super Senior................................................................36
 Support Class...............................................................36
 TACs........................................................................36
 Targeted Principal Class....................................................36
 Tax Counsel.................................................................85
 Terms and Conditions........................................................44
 TIN........................................................................101
 Title I Loans...............................................................80
 Title I Program.............................................................80
 Title V.....................................................................77
 Trust Agreement.........................................................18, 28
 Trust Fund Assets...........................................................18
 U.S. Transferee.............................................................95
 UCC.........................................................................73
 Underwriter Exemptions.....................................................111
 VA..........................................................................19
 VA Guaranty.................................................................63
 Variable Rate...............................................................36
 W-8BEN.....................................................................104
 Widely Held Mortgage Trusts................................................101
 Withholding Agent..........................................................104


                                      118


                                 $1,172,250,100
                                  (APPROXIMATE)

                  CWABS ASSET-BACKED CERTIFICATES TRUST 2004-9
                                     ISSUER


                                   CWABS, INC.
                                    DEPOSITOR

                    [COUNTRYWIDE(R) HOME LOANS LOGO OMITTED]
                                     SELLER


                       COUNTRYWIDE HOME LOANS SERVICING LP
                                 MASTER SERVICER


                              ---------------------
                              PROSPECTUS SUPPLEMENT
                              ---------------------


COUNTRYWIDE SECURITIES CORPORATION
                                    CITIGROUP
                                                        DEUTSCHE BANK SECURITIES

     You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information.

     We are not offering the Series 2004-9 Asset-Backed Certificates in any
state where the offer is not permitted.

     Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the Series 2004-9 Asset-Backed Certificates and with respect to
their unsold allotments or subscriptions. In addition, all dealers selling the
Series 2004-9 Asset-Backed Certificates will be required to deliver a prospectus
supplement and prospectus for 90 days after the date of the prospectus
supplement.

                               September 14, 2004