Filed Pursuant to Rule 424B5
                                               Registration File No.: 333-125164

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 16, 2005)

                                  $362,200,100
                                 (APPROXIMATE)

                                  CWABS, INC.
                                   DEPOSITOR

                           [COUNTRYWIDE LOGO OMITTED]
                                  COUNTRYWIDE
                                   HOME LOANS
                                     SELLER

                      COUNTRYWIDE HOME LOANS SERVICING LP
                                MASTER SERVICER

                 CWABS ASSET-BACKED CERTIFICATES TRUST 2005-15
                                     ISSUER

                   ASSET-BACKED CERTIFICATES, SERIES 2005-15

Distributions are payable on the 25th day of each month, beginning in January
                                      2006

                                  ----------

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.

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




              ORIGINAL CERTIFICATE         PASS-THROUGH             PRICE TO        UNDERWRITING       PROCEEDS TO
CLASS         PRINCIPAL BALANCE(1)             RATE                  PUBLIC           DISCOUNT        DEPOSITOR(2)

  1-AF-1           $71,799,000                  (3)              100.00000%             0.05083%          99.94917%
  1-AF-2           $ 8,675,000             5.282%(4)              99.99957%             0.10833%          99.89124%
  1-AF-3           $41,508,000             5.450%(4)              99.99853%             0.15625%          99.84228%
  1-AF-4           $ 9,179,000             5.704%(4)              99.99839%             0.41667%          99.58172%
  1-AF-5           $15,209,000             5.935%(4)(5)           99.99721%             0.62500%          99.37221%
  1-AF-6           $21,000,000             5.525%(4)              99.99941%             0.44167%          99.55774%
  2-AV-1           $77,851,000                  (6)              100.00000%             0.05217%          99.94783%
  2-AV-2           $59,841,000                  (6)              100.00000%             0.10417%          99.89583%
  2-AV-3           $13,738,000                  (6)              100.00000%             0.16667%          99.83333%
  M-1              $12,200,000                  (6)              100.00000%             0.41667%          99.58333%
  M-2              $11,600,000                  (6)              100.00000%             0.50000%          99.50000%
  M-3              $ 7,200,000                  (6)              100.00000%             0.66667%          99.33333%
  M-4              $ 6,400,000                  (6)              100.00000%             0.75000%          99.25000%
  M-5              $ 6,000,000                  (6)              100.00000%             0.83333%          99.16667%
  A-R              $       100                  (7)                  (8)                   (8)                (8)


(1)   This amount is subject to a permitted variance in the aggregate of plus
      or minus 10%.

(2)   Before deducting expenses payable by the Depositor estimated to be
      approximately $525,000.

(3)   The pass-through rate for this class of offered 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 rate for this class of offered certificate 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 1-AF-5 Certificates will increase to
      6.435% 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."

(6)   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, as described in this
      prospectus supplement under "Description of the Certificates --
      Distributions -- Distributions of Interest."

(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" in this prospectus supplement.

THE CERTIFICATES

o  The certificates represent interests in a pool of fixed and adjustable rate,
   credit blemished mortgage loans that are secured by first liens on one- to
   four-family residential properties, as described in this prospectus
   supplement.

o  The Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates are
   subordinated, as described in this prospectus supplement, to the Class
   1-AF-1, Class 1-AF-2, Class 1-AF-3, Class 1-AF-4, Class 1-AF-5, Class 1-AF-6,
   Class 2-AV-1, Class 2-AV-2, Class 2-AV-3 and Class A-R Certificates
   (sometimes collectively referred to as the "senior certificates").
   Subordination provides a form of credit enhancement for the senior
   certificates. In addition, among the certificates that are subordinated,
   certificates with lower priority are subordinated to classes with a higher
   priority as described in this prospectus supplement.

OPTIONAL TERMINATION

o  The master servicer will have the option to purchase the assets of the trust
   fund on any distribution date on or after the first distribution date on
   which the principal balance of the mortgage loans and any related foreclosed
   real estate owned by the trust fund as of such date has declined 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 in the
   pre-funding account on the closing date. The NIM Insurer described in this
   prospectus supplement may also have the right to purchase all of the
   remaining trust assets in the trust fund.


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
                                                           RBS GREENWICH CAPITAL

December 28, 2005

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
PROSPECTUS SUPPLEMENT

SUMMARY.................................................................     S-1
RISK FACTORS............................................................     S-9
THE MORTGAGE POOL.......................................................    S-22
SERVICING OF THE MORTGAGE LOANS.........................................    S-34
DESCRIPTION OF THE CERTIFICATES.........................................    S-40
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS...........................    S-80
USE OF PROCEEDS.........................................................    S-97
MATERIAL FEDERAL INCOME TAX CONSEQUENCES................................    S-97
OTHER TAXES.............................................................   S-101
ERISA CONSIDERATIONS....................................................   S-101
METHOD OF DISTRIBUTION..................................................   S-103
LEGAL MATTERS...........................................................   S-105
EXPERTS.................................................................   S-105
RATINGS.................................................................   S-105
INDEX OF DEFINED TERMS..................................................   S-106
ANNEX A.................................................................     A-1
ANNEX I.................................................................     I-1

                                                                            PAGE
                                                                            ----
PROSPECTUS

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..................................................................     116
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 2005-15, 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. In addition, the
Class 2-AV and subordinate certificates represent undivided beneficial ownership
interests in a trust referred to as the swap trust, the primary assets of which
will be the swap trust's rights under the swap administration agreement referred
to 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 or one of its subsidiaries. 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.

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 P and
Class C 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 and the trustee, under which the trust fund will be formed.

CUT-OFF DATE

For any initial mortgage loan, the later of December 1, 2005 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.

CLOSING DATE

On or about December 30, 2005.

FUNDING PERIOD

On the closing date, the depositor may elect to deposit an amount of up to 25%
of the initial

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


                                      S-1



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

certificate principal balance of the certificates issued by the
trust fund in a pre-funding account. The amount deposited will be allocated
between the loan groups so that the amount allocated to any loan group will not
exceed 25% of the aggregate certificate principal balance of the classes of
certificates related to that loan group. If the depositor elects to make that
deposit, the funding period will commence on the closing date and end on the
earlier of (x) the date the amount in the pre-funding account is less than
$175,000 and (y) February 13, 2006. During the funding period the amount
deposited in the pre-funding account on the closing date is expected to be used
to purchase subsequent mortgage loans.

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

To the extent needed to make required interest payments on the interest-bearing
certificates on or prior to the March 2006 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 distributed to holders of the related
senior certificates 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 two 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 made to borrowers with credit-blemished histories and loan
group 2 will consist of first lien adjustable rate mortgage loans made to
borrowers with credit-blemished histories.

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 may be included 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 December 1, 2005, which is the statistical
calculation date. The aggregate stated principal balance of the statistical
calculation pool as of the statistical calculation date is referred to as the
statistical calculation date pool principal balance. As of the statistical
calculation date, the statistical calculation date pool principal balance was
approximately $399,011,675, approximately $209,827,588 of which constitute group
1 mortgage loans and approximately $189,184,088 of which constitute group 2
mortgage loans.

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

DESCRIPTION OF THE CERTIFICATES

GENERAL

The trust fund will issue the Class 1-AF-1, Class 1-AF-2, Class 1-AF-3, Class
1-AF-4, Class 1-AF-5, Class 1-AF-6, Class 2-AV-1, Class 2-AV-2, Class 2-AV-3,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class A-R
Certificates, which are offered by this prospectus supplement.

The trust fund will also issue the Class M-6, Class M-7, Class M-8, Class B,
Class P and Class C Certificates, which are not offered by this prospectus
supplement. Any information contained in this prospectus supplement with respect
to the Class M-6, Class M-7, Class M-8, Class B, Class P and Class C
Certificates is provided only to permit a better understanding of the offered
certificates.

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


                                      S-2



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

Generally:

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

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 2, and

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

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

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

                               ORIGINAL
                              CERTIFICATE
                               PRINCIPAL     PASS-THROUGH      LAST SCHEDULED
            CLASS              BALANCE(1)        RATE       DISTRIBUTION DATE(2)
---------------------------   ------------   ------------   --------------------
Offered Certificates
Class 1-AF-1...............    $71,799,000        (3)          October 2025
Class 1-AF-2...............    $ 8,675,000     5.282%(4)       December 2026
Class 1-AF-3...............    $41,508,000     5.450%(4)         June 2033
Class 1-AF-4...............    $ 9,179,000     5.704%(4)        August 2034
Class 1-AF-5...............    $15,209,000   5.935%(4)(5)       April 2036
Class 1-AF-6...............    $21,000,000     5.525%(4)       February 2036
Class 2-AV-1...............    $77,851,000        (6)           August 2028
Class 2-AV-2...............    $59,841,000        (6)           March 2035
Class 2-AV-3...............    $13,738,000        (6)           April 2036
Class M-1..................    $12,200,000        (6)           March 2036
Class M-2..................    $11,600,000        (6)           March 2036
Class M-3..................    $ 7,200,000        (6)          February 2036
Class M-4..................    $ 6,400,000        (6)          February 2036
Class M-5..................    $ 6,000,000        (6)          January 2036
Class A-R..................    $       100        (7)          January 2006
Non-Offered Certificates...
Class M-6..................    $ 5,600,000        (6)          January 2036
Class M-7..................    $ 4,400,000        (6)          December 2035
Class M-8..................    $ 4,400,000        (6)          December 2035
Class B....................    $ 4,600,000        (6)          November 2035
Class P....................       N/A             N/A               N/A
Class C....................       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 this class of 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."

(4)  The pass-through rate for this class of offered certificates will be
     subject to the applicable net 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 1-AF-5 Certificates will increase to
     6.435% 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."

(6)  The pass-through rate for this class of 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 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.

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                                       S-3



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

DESIGNATIONS

Class A Certificates

The Class 1-AF and Class 2-AV Certificates.

Class 1-AF Certificates

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

Class 2-AV Certificates

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

Senior Certificates

The Class 1-AF Certificates, Class 2-AV Certificates and Class A-R Certificates.

Subordinate Certificates

The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class B Certificates.

Fixed Rate Certificates

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

Adjustable Rate Certificates

The Class 1-AF-1 and Class 2-AV Certificates and the Subordinate Certificates.

Interest-Bearing Certificates

The Class A Certificates and the Subordinate Certificates.

Offered Certificates

The Senior Certificates and the Class M-1, Class M-2, Class M-3, Class M-4 and
Class M-5 Certificates.

Swap Certificates

The Class 2-AV Certificates and the Subordinate Certificates.

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
     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
interest-bearing 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. In the case of the Class 1-AF-1 Certificates, excess
cashflow will be applied after payments allocated to the trust fund in respect
of the interest rate corridor contract described below. In the case of the swap
certificates, excess cashflow will be applied before payments allocated to the
swap trust in respect of the interest rate swap contract described below.

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                                       S-4



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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 January 2006.

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 that 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 allocated to a loan group that is
     related to a class of certificates.

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

CREDIT ENHANCEMENT

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

OVERCOLLATERALIZATION

The sum of the aggregate stated principal balance of the initial mortgage loans
as of the initial cut-off date and the amount deposited in the pre-funding
account on the closing date is expected to exceed the initial aggregate
principal balance of the certificates by approximately $18,800,000. This amount
is called "overcollateralization" and is approximately equal to the initial
level of overcollateralization required by the pooling and servicing agreement.
On any distribution date, the amount of overcollateralization (if any) will be
available to absorb losses from liquidated mortgage loans, if those losses are
not otherwise covered by excess cashflow (if any). The required level of
overcollateralization may change over time.

The mortgage loans are expected to generate more interest than is needed to pay
interest on the 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 certificates, plus the weighted average expense fee rate, in the
case of the swap certificates, the effective rate at which any net swap payments
may be payable to the swap counterparty and, in the case of the Class 1-AF-5
Certificates, the Class 1-AF-5 policy premium rate. Any such excess interest
payments received will be used to reduce the total certificate principal balance
of the certificates, so that the required level of overcollateralization has
been maintained or restored.

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                                       S-5



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

See "Description of the Certificates--Overcollateralization Provisions" 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 A Certificates will have a payment priority over the subordinate
certificates. With respect to the subordinate certificates, the Class M
Certificates with a lower numerical designation will have a payment priority
over Class M Certificates with a higher numerical designation and all the Class
M Certificates will have a payment priority over the Class B 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, beginning with the subordinate certificates with the lowest
payment priority.

THE CORRIDOR CONTRACT

Countrywide Home Loans has entered into an interest rate corridor contract,
which will be assigned to The Bank of New York, in its capacity as corridor
contract administrator, on the closing date. The corridor contract administrator
will allocate certain payments received under the interest rate corridor
contract to the trustee on behalf of the trust fund. On or prior to the corridor
contract termination date, amounts allocated to the trust fund in respect of the
corridor contract will be available to the Class 1-AF-1 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.

Payments under the corridor contract will be made to the corridor contract
administrator and allocated between the trust fund and Countrywide Home Loans as
described in "Description of the Certificates -- The Corridor Contract" in this
prospectus supplement. Any amounts received in respect of the corridor contract
and allocated to the trust fund for a distribution date that are not used on
that date to cover net rate carryover on the Class 1-AF-1 Certificates are
expected to be distributed to the holders of the Class C 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 Contract" in this
prospectus supplement.

THE SWAP CONTRACT

Countrywide Home Loans has entered into an interest rate swap contract, which
will be assigned to The Bank of New York, in its capacity as swap contract
administrator, on the closing date. On each distribution date prior to the swap
contract termination date, the swap contract administrator will be obligated to
pay to the swap counterparty an amount equal to the product of (i) 4.90% per
annum, (ii) the lesser of (a) the swap contract notional balance for that
distribution date and (b) the aggregate certificate principal balance of the
swap certificates immediately prior to that distribution date and (iii) the
number of days in the related calculation period (calculated on the basis of a
360-day year of twelve 30-day months), divided by 360. In addition, on the
business day preceding each distribution date prior to the swap contract
termination date, the swap counterparty will be obligated to pay to the swap
contract administrator an amount equal to the product of (i) one-month LIBOR (as
determined by the swap counterparty), (ii) the lesser of (a) the swap contract
notional balance for that distribution date and (b) the aggregate certificate
principal balance of the swap certificates immediately prior to that
distribution date, and (iii) the actual number of days in the related
calculation period, divided by 360.

To the extent that the amount payable by the swap contract administrator exceeds
the amount payable by the swap counterparty, the trustee will be required to
deduct from the available funds for loan group 1 and loan group 2 the amount of
that excess and, in its capacity as trustee of the swap trust, to remit the
amount of that excess to the swap contract administrator for payment to the swap
counterparty. To the extent that the amount payable by the swap counterparty
exceeds the amount payable by the swap contract administrator, the swap
counterparty will be required to pay to the swap contract administrator the
amount of that excess. Any net payment received by the swap contract
administrator from the swap counterparty will be remitted to the swap trust only
to the extent necessary to cover unpaid current interest, net rate carryover and
unpaid realized loss amounts

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


                                       S-6



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

on the swap certificates and to maintain or restore overcollateralization. The
remaining portion of any net payment received by the swap contract administrator
from the swap counterparty will be paid to Countrywide Home Loans and will not
be available to cover any amounts on any class of certificates.

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

CLASS 1-AF-5 FINANCIAL GUARANTY INSURANCE POLICY

The Class 1-AF-5 Certificates have the benefit of a financial guaranty insurance
policy, called the Class 1-AF-5 Policy, pursuant to which Financial Security
Assurance Inc. will unconditionally and irrevocably guarantee certain payments
on the Class 1-AF-5 Certificates on each distribution date subject to certain
terms and conditions set forth in the Class 1-AF-5 Policy. The Class 1-AF-5
Policy will not cover any class of Certificates other than the Class 1-AF-5
Certificates.

See "Description of the Certificates -- The Class 1-AF-5 Certificate 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 those 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, if any, deposited into 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 credit
comeback excess account, the assets held in the carryover reserve fund, the
pre-funding account and the trustee's rights with respect to payments received
under the corridor contract) will consist of two or more REMICs: one or more
underlying REMICs and the master REMIC. The assets of the lowest underlying
REMIC in this tiered structure 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 and the Class M-6, Class M-7,
Class M-8, Class B, Class P and Class C Certificates. The Offered Certificates
(other than the Class A-R Certificates) and the Class M-6, Class M-7, Class M-8,
and Class B Certificates will represent beneficial ownership of "regular
interests" in the master REMIC identified in the pooling and servicing agreement
and a beneficial interest in the right to receive payments of net rate carryover
pursuant to the pooling and servicing agreement.

The Class A-R Certificates will represent ownership of both the residual
interest in the master REMIC and the residual interests in the underlying
REMIC(s).

The swap trust, the swap contract and the swap account will not constitute any
part of any REMIC created under the pooling and servicing agreement.

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

LEGAL INVESTMENT CONSIDERATIONS

The Class 1-AF, Class 2-AV, Class M-1, Class M-2 and Class M-3 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

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


                                       S-7



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

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.

Investors acquiring interest-bearing certificates with assets of such a plan
will be required to satisfy certain additional conditions.

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

CERTIFICATE RATINGS

The offered certificates will not be offered unless each class of 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, a division of The McGraw-Hill Companies, Inc. ("S&P").

 CLASS   MOODY'S RATING   S&P RATING
------   --------------   ----------
1-AF-1         Aaa           AAA
1-AF-2         Aaa           AAA
1-AF-3         Aaa           AAA
1-AF-4         Aaa           AAA
1-AF-5         Aaa           AAA
1-AF-6         Aaa           AAA
2-AV-1         Aaa           AAA
2-AV-2         Aaa           AAA
2-AV-3         Aaa           AAA
A-R            Aaa           AAA
M-1            Aa1            AA+
M-2            Aa2            AA
M-3            Aa3            AA-
M-4             A1            A+
M-5             A2            A

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-AF-5 Certificates will be issued without
regard to the Class 1-AF-5 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 A Certificates,
                                      the subordinate certificates, and

                                 o    with respect to each class of Certificates
                                      having an "M" designation, (i) each other
                                      class of Certificates having an "M"
                                      designation and a higher numerical
                                      designation than such class, if any, and
                                      (ii) the Class B 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 subordinate certificates and,
                                 second, by the allocation of realized losses on
                                 the mortgage loans in a loan group or loan
                                 groups to the subordinate certificates,
                                 beginning with the Class B Certificates. Unlike
                                 most prior securitizations of the depositor,
                                 realized losses will be allocated to the senior
                                 certificates, in the order described herein.

                                 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 classes. After the
                                 credit enhancement provided by excess cashflow
                                 and overcollateralization (if any) has been
                                 exhausted, collections otherwise payable to
                                 subordinate classes will comprise the sole
                                 source of funds from which credit enhancement
                                 is provided to the senior certificates, except
                                 that the swap certificates may benefit from net
                                 swap payments. Realized losses are allocated to
                                 the subordinate certificates, beginning with
                                 the subordinate certificates with the lowest
                                 payment priority, and then to the senior
                                 certificates. This means that after the credit
                                 enhancement provided by excess cashflow and
                                 overcollateralization (if any) has been
                                 exhausted, realized losses on the mortgage
                                 loans will first be allocated to the Class B
                                 Certificates until the certificate principal
                                 balance of the Class B Certificates has been
                                 reduced to zero. Subsequent realized losses
                                 will be allocated to the next most junior class
                                 of 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
                                 subordinate classes were to be reduced to zero,
                                 additional realized losses of a particular loan
                                 group will be allocated to the related senior
                                 certificates as described in this prospectus
                                 supplement under "Description of the
                                 Certificates - Applied Realized Loss Amounts."

                                 Additionally, investors in the subordinate
                                 certificates should note that amounts due to
                                 the Class 1-AF-5 Insurer for premiums and
                                 reimbursements for prior draws, including
                                 interest thereon, will be paid from interest
                                 and principal on the mortgage loans 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 (other than the
                                 Class 1-AF-5 Certificates, which have the
                                 benefit of the Class 1-AF-5 Policy) should
                                 consider the risk that, after the credit
                                 enhancement provided by excess cashflow and
                                 overcollateralization (if any) has been
                                 exhausted, the subordination of the classes of
                                 subordinated


                                      S-10



                                 certificates may not be sufficient to protect
                                 such class of senior certificates from losses.

                                 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
                                 and the amount on deposit in the pre-funding
                                 account exceeds the aggregate certificate
                                 principal balance of the certificates is called
                                 "overcollateralization." The mortgage loans are
                                 expected to generate more interest than is
                                 needed to pay interest on the certificates and
                                 to make any net swap payment payable to the
                                 swap counterparty, because the weighted average
                                 interest rate on those mortgage loans is
                                 expected to be higher than the weighted average
                                 pass-through rate on those certificates plus
                                 the expense fee rate and the effective rate at
                                 which any net swap payments may be payable to
                                 the swap counterparty. Such "excess interest"
                                 will be used to make additional principal
                                 payments on the certificates to the extent
                                 described in this prospectus supplement.
                                 Overcollateralization is intended to provide
                                 limited protection to certificateholders by
                                 absorbing losses from liquidated mortgage
                                 loans. However, we cannot assure you that
                                 enough excess interest will be generated on the
                                 mortgage loans to create or maintain the
                                 required level 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. That 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 the 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. Furthermore, a
                                 disproportionately high rate of prepayments of
                                 high interest rate mortgage loans would have a
                                 negative effect on future excess interest.

                                 If the protection afforded by
                                 overcollateralization is insufficient, and in
                                 the case of the Class 1-AF-5 Certificates, the
                                 Class 1-AF-5 Insurer were to fail to perform
                                 its obligations under the Class 1-AF-5 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


                                      S-11



                                 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 or loan groups 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. The
                                 Class 1-AF-5 Policy will not cover any such
                                 reductions with respect to the Class 1-AF-5
                                 Certificates. Prior to the corridor contract
                                 termination date, the Class 1-AF-1 Certificates
                                 will also be entitled to receive the amount of
                                 the reduction in interest resulting from the
                                 operation of the applicable net rate cap from
                                 payments (if any) allocated to the trust fund
                                 in respect of the interest rate corridor
                                 contract, as described in this prospectus
                                 supplement. Moreover, prior to the swap
                                 contract termination date, the swap
                                 certificates will also be entitled to receive
                                 the amount of the reduction in interest
                                 resulting from the operation of the applicable
                                 net rate cap from any net swap payment
                                 allocated to the swap trust to the extent that
                                 net payment is available for this purpose in
                                 the order described in this prospectus
                                 supplement. However, we cannot assure you that
                                 any such funds from the corridor contract or
                                 the interest rate swap contract will be
                                 available, or sufficient, to make any such
                                 payments.

                                 Payments from the corridor contract and the
                                 swap contract are dependent solely upon the
                                 performance of the corridor contract
                                 counterparty, the swap counterparty and the
                                 swap guarantor. Thus, payments of these amounts
                                 involve counterparty risk. The ratings assigned
                                 to the certificates do not cover the likelihood
                                 of payment of net rate carryover. Investors in
                                 the swap certificates should note that the
                                 long-term ratings of the swap guarantor are
                                 lower than "AAA."

RISKS REGARDING THE SWAP
CONTRACT......................   Any amounts received by the swap contract
                                 administrator from the swap counterparty under
                                 the swap contract and allocated to the swap
                                 trust will be applied as described in this
                                 prospectus supplement to pay unpaid interest
                                 and net rate carryover, maintain
                                 overcollateralization and pay unpaid realized
                                 loss amounts, in each case with respect to the
                                 swap certificates. However, no amounts will be
                                 payable by the swap counterparty unless the
                                 floating payment owed by the swap counterparty
                                 on a distribution date exceeds the fixed
                                 payment owed to the swap counterparty with
                                 respect to that distribution date. This will
                                 not occur except in periods when one-month
                                 LIBOR (as determined pursuant to the swap
                                 contract) exceeds 4.90%. We cannot assure you
                                 that any amounts will be received under the
                                 swap contract, or that any amounts that are
                                 received will be sufficient to maintain
                                 required overcollateralization or to cover
                                 unpaid interest, net rate carryover and losses
                                 on the mortgage loans. Any net payment payable
                                 to the swap counterparty under the terms of the
                                 swap contract will reduce


                                      S-12



                                 amounts available for distribution to
                                 certificateholders, and may reduce the
                                 pass-through rates of the interest-bearing
                                 certificates. In addition, payments due under
                                 the swap contract will be based on the lesser
                                 of a scheduled notional amount that will
                                 decline over time and the aggregate certificate
                                 principal balance of the swap certificates. If
                                 the rate of prepayments on the mortgage loans
                                 is slower than anticipated, the schedule on
                                 which payments due under the swap contract are
                                 calculated may be less than the aggregate
                                 certificate principal balance of the swap
                                 certificates, thereby decreasing the relative
                                 amount of any net swap payment payable by the
                                 swap counterparty and allocated to the swap
                                 trust to cover the amounts described above.
                                 Furthermore, for so long as one-month LIBOR is
                                 less than 4.90% (which will be adjusted in
                                 cases where the accrual period for the floating
                                 rate payment payable by the swap counterparty
                                 is not 30 days), available funds that would
                                 otherwise be available to make distributions on
                                 the interest-bearing certificates will be used
                                 to cover the net swap payments due to the swap
                                 counterparty. In addition, any termination
                                 payment payable to the swap counterparty (other
                                 than a swap termination payment resulting from
                                 a swap counterparty trigger event) will reduce
                                 amounts available for distribution to holders
                                 of the interest-bearing certificates.

                                 Upon early termination of the swap contract,
                                 the swap counterparty or the swap contract
                                 administrator may be liable to make a swap
                                 termination payment to the other party
                                 (regardless of which party caused the
                                 termination). The swap termination payment will
                                 be computed in accordance with the procedures
                                 set forth in the swap contract. In the event
                                 that a swap termination payment is payable to
                                 the swap counterparty, other than a swap
                                 termination payment resulting from a swap
                                 counterparty trigger event, that payment will
                                 be paid with respect to the related
                                 distribution date, and on any subsequent
                                 distribution dates until paid in full, prior to
                                 distributions to holders of the
                                 interest-bearing certificates. This feature may
                                 result in losses on the interest-bearing
                                 certificates. Due to the priority of the
                                 applications of the available funds, the
                                 subordinate certificates will bear the effects
                                 of any shortfalls resulting from a net swap
                                 payment or swap termination payment to the swap
                                 counterparty before those effects are borne by
                                 the senior certificates and one or more classes
                                 of subordinate certificates may suffer a loss
                                 as a result of that payment.

                                 To the extent that distributions on the swap
                                 certificates depend in part on payments to be
                                 received from the swap counterparty, the
                                 ability of the trustee to make distributions on
                                 those certificates will be subject to the
                                 credit risk of the swap counterparty and the
                                 swap guarantor. The credit ratings of the swap
                                 guarantor as of the date of this prospectus
                                 supplement are lower than the ratings assigned
                                 to the Class 2-AV Certificates. If a credit
                                 rating of the swap counterparty is qualified,
                                 reduced or withdrawn and a substitute
                                 counterparty is not obtained in accordance with
                                 the terms of the swap contract, the ratings of
                                 the swap certificates may be qualified, reduced
                                 or withdrawn. As a result, the value and
                                 marketability of those certificates may be
                                 adversely affected. See "Description of the
                                 Certificates--The Swap Contract" in this
                                 prospectus supplement.

LIMITATIONS ON THE CLASS
1-AF-5 POLICY.................   On each distribution date, investors are
                                 entitled to the current interest at the
                                 pass-through rate, without reduction for
                                 shortfalls resulting from prepayments or the
                                 Servicemembers Civil Relief Act (the "RELIEF
                                 ACT") or


                                      S-13



                                 similar state and local laws. However, the
                                 Class 1-AF-5 Policy will only cover such
                                 current interest on the Class 1-AF-5
                                 Certificates as reduced by prepayments on
                                 mortgage loans, or reductions from the Relief
                                 Act or similar state or local laws or any net
                                 rate carryover amount. In addition, no
                                 distribution in respect of principal of the
                                 Class 1-AF-5 Certificates is due under the
                                 Class 1-AF-5 Policy until the last scheduled
                                 distribution date for the Class 1-AF-5
                                 Certificates, even if realized losses are
                                 applied to reduce the certificate principal
                                 balance of the Class 1-AF-5 Certificates.

                                 Investors in the Class 1-AF Certificates (other
                                 than the Class 1-AF-5 Certificates) and the
                                 subordinate certificates should note that
                                 amounts due the Class 1-AF-5 Insurer for
                                 premiums and reimbursements for prior draws on
                                 the Class 1-AF-5 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-AF-5 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-AF-5
                                      Certificates, the Class 1-AF-5 Insurer
                                      fails to make the required payments under
                                      the Class 1-AF-5 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,


                                      S-14



                                 o    the availability of alternative financing,

                                 o    the applicability of prepayment charges,
                                      and

                                 o    homeowner mobility.

                                 Any mortgage loan may be prepaid in full or in
                                 part at any time; however, approximately 92.31%
                                 and 85.79% of the mortgage loans in the
                                 statistical calculation pool in respect of loan
                                 group 1 and loan group 2, respectively, in each
                                 case by stated principal balance of the
                                 mortgage loans in the statistical calculation
                                 pool in respect of the related loan group
                                 provide, and any subsequent mortgage loans may
                                 provide, for the payment by the borrower of a
                                 prepayment charge on certain 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
                                 interest-bearing 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
                                           certificates 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,


                                      S-15



                                      (3)  in the case of the swap certificates,
                                           the level of one-month LIBOR relative
                                           to the rate at which the payment made
                                           to the swap counterparty is
                                           calculated, and

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

                                 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 9.24% and 34.47% of the mortgage
                                 loans in the statistical calculation pool in
                                 respect of loan group 1 and loan group 2,
                                 respectively, in each case by stated principal
                                 balance of the mortgage loans in the
                                 statistical calculation pool in respect of the
                                 related loan group require, and any subsequent
                                 mortgage loans may require, monthly payments of
                                 only accrued interest for the first two, three
                                 or five years after origination. The borrower
                                 is not required to pay any principal on the
                                 borrower's loan during this interest-only
                                 period but thereafter is required to make
                                 monthly payments sufficient to amortize the
                                 loan over its remaining term. These loans are
                                 sometimes referred to as interest-only loans.
                                 Interest-only loans have only recently been
                                 originated in significant volumes. As a result,
                                 the long-term performance characteristics of
                                 interest-only loans are largely unknown.

                                 Because interest-only loans initially require
                                 only the payment of interest, a borrower may be
                                 able to borrow a larger amount than would have
                                 been the case for a fully amortizing mortgage
                                 loan.

                                 Interest-only loans may have risks and payment
                                 characteristics that are not present with fully
                                 amortizing mortgage loans, including the
                                 following:

                                 o    no principal distributions will be made to
                                      certificateholders from interest-only
                                      loans during their interest-only period
                                      except in the case of a prepayment, which
                                      may extend the weighted average lives of
                                      the certificates,

                                 o    during the interest-only period,
                                      interest-only loans may be less likely to
                                      be prepaid since the perceived benefits of
                                      refinancing may be less than with a fully
                                      amortizing mortgage loan,

                                 o    as the end of the interest-only period
                                      approaches, an interest-only loan may be
                                      more likely to be refinanced in order to
                                      avoid the increase in the monthly payment
                                      required to amortize the loan over its
                                      remaining term,

                                 o    interest-only loans may be more likely to
                                      default than fully amortizing loans at the
                                      end of the interest-only period due to the
                                      increased monthly payment required to
                                      amortize the loan over its remaining term,
                                      and


                                      S-16



                                 o    if an interest-only loan defaults, the
                                      severity of loss may be greater due to the
                                      larger unpaid principal balance.

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 27.41% and 32.60% of the mortgage
                                 loans in the statistical calculation pool in
                                 respect of loan group 1 and loan group 2,
                                 respectively, in each case by stated principal
                                 balance of the mortgage loans in the
                                 statistical calculation pool in respect of the
                                 related loan group, are secured, and any
                                 subsequent mortgage loans may be 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:

                                 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


                                      S-17



                                 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 applicable law
                                 and the particular facts of the situation.
                                 However, private plaintiffs typically may
                                 assert claims for actual damages and, in some
                                 cases, also may recover civil money penalties
                                 or exercise a right to rescind the mortgage
                                 loan. Violations of certain laws may limit the
                                 ability to collect all or part of the principal
                                 or interest 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.

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


                                      S-18



                                 of the certificates. United States military
                                 operations also increase the likelihood of
                                 shortfalls under the Relief Act and similar
                                 state laws. 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-AF-5 certificateholders, they will not be
                                 covered by the Class 1-AF-5 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 KATRINA MAY POSE
SPECIAL RISKS.................   At the end of August 2005, Hurricane Katrina
                                 caused catastrophic damage to areas in the Gulf
                                 Coast region of the United States. The trust
                                 fund will not include mortgage loans that are
                                 secured by properties in the states of
                                 Louisiana, Mississippi and Alabama that are
                                 located in a FEMA Individual Assistance
                                 designated area as a result of Hurricane
                                 Katrina. However, we cannot assure you that
                                 there are no mortgage loans secured by
                                 properties that experienced material damage
                                 from Hurricane Katrina in the trust fund.

                                 Countrywide Home Loans will represent and
                                 warrant as of the closing date that each
                                 mortgaged property is free of material damage
                                 and in good repair. In the event of a breach of
                                 that representation and warranty, Countrywide
                                 Home Loans will be obligated to repurchase or
                                 substitute for the related mortgage loan. Any
                                 such repurchase would have the effect of
                                 increasing the rate of principal payment on the
                                 certificates. Any damage to a mortgaged
                                 property that secures a mortgage loan in the
                                 trust fund occurring after the closing date as
                                 a result of any other casualty event will not
                                 cause a breach of this representation and
                                 warranty.

                                 The full economic impact of Hurricane Katrina
                                 is uncertain but may affect the ability of
                                 borrowers to make payments on their mortgage
                                 loans. Initial economic effects appear to
                                 include:

                                 o    localized areas of nearly complete
                                      destruction of the economic infrastructure
                                      and cessation of economic activity,

                                 o    regional interruptions in travel and
                                      transportation, tourism and economic
                                      activity generally, and

                                 o    nationwide decreases in petroleum
                                      availability with a corresponding increase
                                      in price.

                                 We have no way to determine whether other
                                 effects will arise, how long any of these
                                 effects may last, or how these effects may
                                 impact the performance of the mortgage loans.
                                 Any impact of these events on the performance
                                 of the mortgage loans may increase the amount
                                 of losses borne by the holders of the
                                 certificates or impact the weighted average
                                 lives of the certificates.


                                      S-19



POSSIBLE PREPAYMENT DUE TO
INABILITY TO ACQUIRE
SUBSEQUENT MORTGAGE LOANS.....   If the depositor elects to deposit the
                                 pre-funded amount in the pre-funding account on
                                 the closing date, the ability of the trust fund
                                 to acquire subsequent mortgage loans for
                                 inclusion in the trust fund will depend 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 in this
                                 prospectus supplement. 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 of any deposit to the
                                 pre-funding account cannot be used by the end
                                 of the funding period to acquire subsequent
                                 mortgage loans, 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.

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
                                      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,

                                 o    any removal of the master servicer, any
                                      successor servicer or the 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,


                                      S-20



                                 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-21



                                THE MORTGAGE POOL

GENERAL

          Set forth below and in Annex A hereto is certain statistical
information based on scheduled principal balances as of December 1, 2005, 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) December 1, 2005 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 rate features of the Initial Mortgage Loans that are
Adjustable Rate Mortgage Loans.

          The Statistical Calculation Pool consists of approximately 1,918
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 is approximately
$399,011,675 (the "STATISTICAL CALCULATION DATE POOL PRINCIPAL BALANCE"), of
which approximately $209,827,588 constitute Loan Group 1 Mortgage Loans and
approximately $189,184,088 constitute Loan Group 2 Mortgage Loans. 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 on the Closing Date, although some characteristics of the Initial
Mortgage Loans in the Initial Mortgage Pool will 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 one- to
four-family residential properties (the "MORTGAGED PROPERTIES"). The Mortgaged
Properties in the Statistical


                                      S-22



Calculation Pool are located in 50 states and the District of Columbia. Each
Mortgage Loan in the Trust Fund will be assigned to one of two mortgage loan
groups ("LOAN GROUP 1," and "LOAN GROUP 2," and each a "LOAN GROUP"). Loan Group
1 will consist of first lien fixed rate mortgage loans and Loan Group 2 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 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 92.31% and 85.79% of the Mortgage Loans in the
Statistical Calculation Pool in respect of Loan Group 1 and Loan Group 2,
respectively, in each case by Stated Principal Balance of the Mortgage Loans in
the Statistical Calculation Pool in respect of the related Loan Group, and any
Subsequent Mortgage Loans may, provide for the payment by the borrower of a
prepayment charge on certain prepayments made with respect to the Mortgage
Loans. Generally, any such prepayment charge will apply, in the case of a Fixed
Rate Mortgage Loan, to prepayments made within five years from the date of
execution of the related Mortgage Note and, in the case of an Adjustable Rate
Mortgage Loan, to prepayments made prior to the first Adjustment Date for that
Mortgage Loan. 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 any Adjustable Rate Mortgage Loan
will not increase or decrease on its initial Adjustment Date by more than a
certain specified percentage (the "INITIAL PERIODIC RATE CAP"), or on any
subsequent Adjustment Date by more than a certain specified percentage (the
"SUBSEQUENT PERIODIC RATE CAP"). The Initial Periodic Rate Cap and Subsequent
Periodic Rate Cap for any Adjustable Rate Mortgage Loan will be specified in the
related Mortgage Note. 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-23



          "TWO-YEAR HYBRID MORTGAGE LOANS" and "THREE-YEAR HYBRID MORTGAGE
LOANS" (collectively, "HYBRID MORTGAGE LOANS") 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. All of the Adjustable
Rate Mortgage Loans in the Statistical Calculation Pool are Hybrid Mortgage
Loans.

          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 6.857%.

          In addition, certain of the Two-Year Hybrid Mortgage Loans in the
Statistical Calculation Pool only require payments of interest during the 24- or
60-month period following origination, and certain of the Three-Year Hybrid
Mortgage Loans in the Statistical Calculation Pool only require payments of
interest during the 36- or 60-month period following origination, in each case
after which amortization of the principal balance is required over the remaining
term of the Mortgage Loan.

          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. Approximately 6.42% of the Mortgage Loans in the Statistical Calculation
Pool in respect of Loan Group 1 by stated principal balance of the Mortgage
Loans in the Statistical Calculation Pool in respect of such Loan Group are, and
any Subsequent Fixed Rate Mortgage Loans may 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.


                                      S-24



          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.

          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. The Stated Principal Balance of any Mortgage Loan
as to which the related Mortgaged Property has been liquidated and as to which a
Final Recovery Determination has been made will be zero on each date following
the Due Period in which the Final Recovery Determination is made. 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 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. 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 December
1, 2005 (the "POOLING AND SERVICING AGREEMENT"), among the Depositor, the Master
Servicer, the Sellers, and The Bank of New York, as trustee (the "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-AF-5 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, if any, deposited in the Pre-Funding
Account on the Closing Date.


                                      S-25



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

               (1) the original Mortgage Note, endorsed by manual or facsimile
          signature in blank 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
          person endorsing the Mortgage Note, or, if the original Mortgage Note
          has been lost or destroyed and not replaced, an original lost note
          affidavit, stating that the original Mortgage Note was lost or
          destroyed, together with a copy of the related Mortgage Note and all
          such intervening endorsements,

               (2) the original recorded Mortgage or a copy thereof with
          recording information,

               (3) a duly executed assignment of the Mortgage to "Asset-Backed
          Certificates, Series 2005-15, CWABS, Inc., by The Bank of New York, a
          New York banking corporation, as trustee under the Pooling and
          Servicing Agreement dated as of December 1, 2005, without recourse,"
          in recordable form, or a copy thereof with recording information, as
          described in the Pooling and Servicing Agreement,

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

               (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 a copy of lender's title policy and all riders
          thereto or a printout of the electronic equivalent 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 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 any 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 any related Subsequent Transfer Date, and

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


                                      S-26



          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 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 Mortgage File is
maintained in the possession of the 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 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 Trustee will review the Initial Mortgage Loan documents on or
prior to the Closing Date (or promptly after the Trustee's receipt of any
document permitted to be delivered after the Closing Date), and the Subsequent
Mortgage Loan documents promptly after the Trustee's receipt thereof on or after
the related Subsequent Transfer Date as described above, and the 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 is required to notify
the Master Servicer, the Class 1-AF-5 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, 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 and
          intervals between Adjustment Dates as the Deleted Mortgage Loan, an
          Initial Periodic Rate Cap and a Subsequent Periodic Rate Cap each not
          more than 1% per annum


                                      S-27



          lower than that of the Deleted Mortgage Loan, and a Gross Margin not
          more than 1% per annum higher or lower than that of the Deleted
          Mortgage Loan,

               (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) have 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, the Depositor may elect to deposit an amount of
up to 25% of the initial Certificate Principal Balance of the Certificates
issued by the trust fund (any such deposit, the "PRE-FUNDED AMOUNT") in a
pre-funding account (any such account, the "PRE-FUNDING ACCOUNT") established
and maintained by the Trustee on behalf of the certificateholders. The
Pre-Funded Amount will be allocated between the Loan Groups so that the amount
allocated to any Loan Group will not exceed 25% of the initial Certificate
Principal Balance of the Certificates related to such Loan Group. Any investment
income earned from amounts in the Pre-Funding Account, if any, will be paid to
the Depositor, and will not be available for payments on the Certificates. If
the Depositor elects to deposit the Pre-Funded Amount in the Pre-Funding
Account, during the period from the Closing Date until the earlier of (x) the
date the amount in the Pre-Funding Account is less than $175,000 and (y)
February 13, 2006 (the "FUNDING PERIOD"), the Depositor will be 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 Mortgage 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,


                                      S-28



     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,

     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 (without regard to the Class
          1-AF-5 Policy, in the case of the Class 1-AF-5 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.................    $194,826        10%
Weighted Average Mortgage Rate...................     6.652%        0.10%
Weighted Average Original Loan-to-Value Ratio....     75.44%          3%
Weighted Average Remaining Term to Maturity......   354 months     3 months
Weighted Average Credit Bureau Risk Score........   613 points     5 points

LOAN GROUP 2

                                                                  PERMITTED
                                                                 VARIANCE OR
CHARACTERISTIC                                                      RANGE
--------------                                                   -----------
Average Stated Principal Balance.................    $224,951        10%
Weighted Average Mortgage Rate...................     6.960%        0.10%
Weighted Average Original Loan-to-Value Ratio....     78.15%          3%
Weighted Average Remaining Term to Maturity......   358 months     3 months
Weighted Average Credit Bureau Risk Score........   600 points     5 points


                                      S-29



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 55%. 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 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


                                      S-30



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-31



Credit Grade Category: "A"

          LOAN-TO-VALUE RATIO: Maximum of 100%

          DEBT-TO-INCOME RATIO: Maximum of 55%

          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 $650,000, or 600 for loan
          amounts of $650,001 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 and loan amount is restricted to $500,000.

          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 55%

          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 be 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 55%

          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 55%

          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,


                                      S-32



          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 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 55%

          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


                                      S-33



purports only to be a measurement of the relative degree of risk a borrower
represents to a lender, i.e., that a borrower with a higher score is
statistically expected to be less likely to default in payment than a borrower
with a lower score. In addition, it should be noted that Credit 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 or CWMBS, Inc., an affiliate of the
Depositor. While Countrywide Home Loans expects to continue to directly service
a portion of its loan portfolio, it is expected that the servicing


                                      S-34



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

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

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

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 September 30, 2005, Countrywide Home Loans provided servicing for mortgage
loans with an aggregate principal balance of approximately $1,047.623 billion,
substantially all of which are being serviced for unaffiliated persons. As of
September 30, 2005, Countrywide Home Loans provided servicing for approximately
$117.522 billion in credit blemished mortgage loans (excluding mortgage loans
being subserviced by Countrywide Home 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;


                                      S-35



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

               (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;


                                      S-36



     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

     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, 2002          AS OF DECEMBER 31, 2003
                         ------------------------------   ------------------------------
                         PRINCIPAL BALANCE   PERCENTAGE   PRINCIPAL BALANCE   PERCENTAGE
                         -----------------   ----------   -----------------   ----------

Total Portfolio           $10,499,524,958      100.00%     $20,666,799,653      100.00%
Delinquency Percentage
   30-59 Days             $   776,262,183        7.39%     $ 1,237,075,953        5.99%
   60-89 Days                 272,447,833        2.59          369,166,559        1.79
   90+ Days                   112,192,109        1.07          101,415,871        0.49
                          ===============      ======      ===============      ======
Sub-Total                 $ 1,160,902,125       11.06%     $ 1,707,658,383        8.26%
                          ===============      ======      ===============      ======
Foreclosure Rate          $   277,872,737        2.65%     $   322,166,334        1.56%
Bankruptcy Rate           $   293,013,841        2.79%     $   305,504,468        1.48%




                                      DELINQUENCY AND FORECLOSURE EXPERIENCE
                         ---------------------------------------------------------------
                             AS OF DECEMBER 31, 2004         AS OF SEPTEMBER 30, 2005
                         ------------------------------   ------------------------------
                         PRINCIPAL BALANCE   PERCENTAGE   PRINCIPAL BALANCE   PERCENTAGE
                         -----------------   ----------   -----------------   ----------

Total Portfolio           $41,677,307,627      100.00%     $53,084,068,580     100.00%
Delinquency Percentage
   30-59 Days             $ 2,672,783,223        6.41%     $ 3,858,591,813       7.27%
   60-89 Days                 833,545,644        2.00        1,193,827,877       2.25
   90+ Days                   316,611,150        0.76          557,257,809       1.05
                          ===============      ======      ===============     ======
Sub-Total                 $ 3,822,940,017        9.17%     $ 5,609,677,500      10.57%
                          ===============      ======      ===============     ======
Foreclosure Rate          $   610,898,746        1.47%     $   789,503,750       1.49%
Bankruptcy Rate           $   438,848,649        1.05%     $   515,686,012       0.97%


          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
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 in
connection with their respective responsibilities under the Pooling and
Servicing Agreement.


                                      S-37



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 the following 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 such 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-AF-5 certificateholders resulting from Prepayment
Interest Shortfalls will not be covered by the Class 1-AF-5 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
(i) 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 amount to be calculated after
taking into account any rental income from such Mortgaged Property or (ii) as to
which the related Mortgaged Property has been liquidated but as to that Mortgage
Loan a Final Recovery Determination has not been made (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.

CERTAIN MODIFICATIONS AND REFINANCINGS

          Countrywide Home Loans will be permitted under the Pooling and
Servicing Agreement to solicit borrowers for reductions to the Mortgage Rates of
their respective Mortgage Loans. If a borrower requests such a reduction, the
Master Servicer will be permitted to agree to the rate reduction provided that
(i) Countrywide Home Loans purchases the Mortgage Loan from the Trust Fund
immediately following the modification and (ii) the Stated Principal Balance of
such Mortgage Loan, when taken together with the aggregate of the Stated
Principal Balances of all other Mortgage Loans in the same Loan Group that have
been so modified since the Closing Date at the time of those modifications, does
not exceed an amount equal to 5% of the aggregate Certificate Principal Balance
of the related Certificates. Any purchase of a Mortgage Loan subject to a
modification will be for a price equal to 100% of the Stated Principal Balance
of that Mortgage Loan, plus accrued and unpaid interest on the Mortgage Loan up
to


                                      S-38



the next Due Date at the applicable Net Mortgage Rate, net of any unreimbursed
Advances of principal and interest on the Mortgage Loan made by the Master
Servicer. Countrywide Home Loans will remit the purchase price to the Master
Servicer for deposit into the Certificate Account within one Business Day of the
purchase of that Mortgage Loan. Purchases of Mortgage Loans may occur when
prevailing interest rates are below the Mortgage Rates on the Mortgage Loans and
borrowers request modifications as an alternative to refinancings. Countrywide
Home Loans will indemnify the Trust Fund against liability for any prohibited
transactions taxes and related interest, additions or penalties incurred by any
REMIC as a result of any modification or purchase.


                                      S-39



                         DESCRIPTION OF THE CERTIFICATES

GENERAL

          The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will represent undivided beneficial ownership interests in the
Trust Fund created pursuant to the Pooling and Servicing Agreement. In addition,
the Swap Certificates will represent undivided beneficial ownership interests in
a trust referred to as the swap trust, the primary assets of which will be the
swap trust's rights under the swap administration agreement referred to in this
prospectus supplement. 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.

          The CWABS, Inc., Asset-Backed Certificates, Series 2005-15 (the
"CERTIFICATES") will consist of:

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

     o    Class A-R Certificates,

     o    Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
          Class M-7, Class M-8 and Class B Certificates (collectively, the
          "SUBORDINATE CERTIFICATES"),

     o    Class P Certificates, and

     o    Class C Certificates.

          The Class 1-AF and Class 2-AV Certificates are collectively referred
to as the "CLASS A CERTIFICATES." The Class 1-AF Certificates (other than the
Class 1-AF-1 Certificates) are collectively referred to as the "FIXED RATE
CERTIFICATES". The Class 1-AF-1 Certificates, Class 2-AV Certificates and the
Subordinate Certificates are referred to as the "ADJUSTABLE RATE CERTIFICATES."
The Class 2-AV Certificates and Subordinate Certificates are collectively
referred to as the "SWAP CERTIFICATES." The Senior Certificates and the Class
M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates are collectively
referred to as the "OFFERED CERTIFICATES." The Fixed Rate Certificates and the
Adjustable Rate Certificates are collectively known as the "INTEREST-BEARING
CERTIFICATES." As used in this prospectus supplement, the "CERTIFICATE PRINCIPAL
BALANCE" for any class of Certificates (other than the Class C 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 and the Applied
Realized Loss Amounts allocated to such class. Any payment of principal under
the Class 1-AF-5 Policy following an Applied Realized Loss Amount in respect of
the Class 1-AF-5 Certificates will not result in a further reduction of the
Certificate Principal Balance of the Class 1-AF-5 Certificates. If Applied
Realized Loss Amounts have been allocated to the Certificate Principal Balance
of any class of 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); provided,
however, that any amounts distributed to one or more classes of Senior
Certificates related to a Loan Group or Loan Groups in respect of Applied
Realized Loss Amounts will be distributed to those classes on a pro rata basis
according to the respective Unpaid Realized Loss Amounts for such classes. To
the extent an Applied Realized Loss Amount was covered under the Class 1-AF-5
Policy, then any related Subsequent Recovery otherwise payable to the Class
1-AF-5 Certificateholders will instead be paid to the Class 1-AF-5 Insurer.
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


                                      S-40



increased by such allocation of Subsequent Recoveries, or in the case of the
Class 1-AF-5 Certificates, when the Subsequent Recovery is distributed to the
Class 1-AF-5 Insurer as described in the preceding sentence. Although Subsequent
Recoveries, if any (other than Subsequent Recoveries distributed to the Class
1-AF-5 Insurer as described in the second preceding sentence), will be allocated
to increase the Certificate Principal Balance of a class of 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.

          Exclusively for the purpose of determining any subrogation rights of
the Class 1-AF-5 Insurer under the Pooling and Servicing Agreement, the
"Certificate Principal Balance" of the Class 1-AF-5 Certificates is not reduced
by the amount of any payments made by the Class 1-AF-5 Insurer in respect of
principal on such Certificates under the Class 1-AF-5 Policy, except to the
extent such payment has been reimbursed to the Class 1-AF-5 Insurer pursuant to
the provisions of the Pooling and Servicing Agreement.

          Generally, distributions of principal and interest on the Class 1-AF
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 2-AV Certificates will be based on amounts available for distribution
in respect of the Mortgage Loans in Loan Group 2, and distributions of principal
and interest on the Subordinate Certificates will be based on amounts available
for distribution in respect of the Mortgage Loans in Loan Group 1 and Loan Group
2. Distributions on the Class P and Class C 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 and Loan Group 2.

          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 Interest-Bearing 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 Certificate 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. Beneficial interests in the Book-Entry
Certificates may be held in minimum denominations representing Certificate
Principal Balances of $20,000 and integral multiples of $1,000 in excess
thereof. 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.


                                      S-41



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-AF-5 Insurer. The
Certificate Account will initially be established by the Master Servicer at
Countrywide Bank, N.A., which is an affiliate of the Master Servicer. 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,

               (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


                                      S-42



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 January, February and March 2006, Countrywide Home Loans will remit to the
Master Servicer, and the Master Servicer will 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:

               (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 Purchase Price of such purchased
          Mortgage Loan,


                                      S-43



               (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 and
any Distribution Date 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,

                    (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 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
Distribution Date in each of January, February and March 2006 is the sum of:

               (a) the product of: (1) the excess of the aggregate Stated
          Principal Balance for such Distribution Date of all the Mortgage Loans
          in the Mortgage Pool (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 all the Mortgage Loans in the Mortgage
          Pool (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)


                                      S-44



               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 sum of (1) amount of Current
               Interest and Interest Carry Forward Amount due and payable on the
               Interest-Bearing Certificates for such Distribution Date and (2)
               the monthly premium for the Class 1-AF-5 Policy for such
               Distribution Date over (y) the sum of (1) Interest Funds (less
               any portion of Interest Funds allocated to the swap trust to
               cover any Net Swap Payment due to the Swap Counterparty with
               respect to such Distribution Date) available to pay the amount
               specified in clause (b)(ii)(x) of this definition (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) and (2) any Net Swap Payment
               received by the Swap Contract Administrator from the Swap
               Counterparty for such Distribution Date and allocated to the swap
               trust to pay Current Interest and Interest Carry Forward Amounts
               on the Swap Certificates for such Distribution Date.

          The "PRINCIPAL REMITTANCE AMOUNT" with respect to each Loan Group and
any Distribution Date is equal to:

               (a) the sum, without duplication, of:

                    (1) the scheduled principal collected during the related Due
               Period or advanced with respect to such Distribution 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 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 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,


                                      S-45



               (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, remittances to the Swap Account and
payment to the Class 1-AF-5 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.

THE SWAP ACCOUNT

          The Trustee, in its capacity as trustee of the swap trust, will
establish and maintain a swap account (the "SWAP ACCOUNT") on behalf of the
holders of the Swap Certificates and the Swap Counterparty. With respect to each
Distribution Date, the Trustee will deposit into the Swap Account any portion of
the Interest Funds for Loan Group 1 and Loan Group 2 for that Distribution Date
(and, if necessary, any portion of the Principal Remittance Amount for Loan
Group 1 and Loan Group 2 for that Distribution Date) that are to be remitted to
the Swap Contract Administrator for payment to the Swap Counterparty, as well as
any amounts received from the Swap Contract Administrator in respect of the Swap
Contract, each as described below under "-- The Swap Contract." With respect to
each Distribution Date, following the deposits to the Swap Account described in
the preceding sentence, the Trustee will make a corresponding withdrawal from
the Swap Account for remittance to the Swap Contract Administrator or
distribution to the holders of the Swap Certificates, as the case may be
depending on whether a Net Swap Payment is due to the Swap Counterparty or from
the Swap Counterparty, as described below under "-- The Swap Contract."

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

     o    the last Business Day of the month preceding the month of such
          Distribution Date in the case of the Fixed Rate Certificates and 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 January
2006.


                                      S-46



          A "BUSINESS DAY" is any day other than:

     o    A Saturday or Sunday or

     o    A day on which the Class 1-AF-5 Insurer or 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 to the Class P
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.

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

               (1) from the Interest Funds for Loan Group 1 and Loan Group 2,
          pro rata based on the Group 1 Swap Percentage and the Group 2 Swap
          Percentage, respectively, to the Swap Account, the amount of any Net
          Swap Payment and any Swap Termination Payment (other than a Swap
          Termination Payment due to a Swap Counterparty Trigger Event) payable
          to the Swap Counterparty with respect to such Distribution Date;

               (2) concurrently:

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

                         (i) concurrently, to the Class 1-AF-5 Insurer, the
                    monthly premium for the Class 1-AF-5 Insurer for such
                    Distribution Date, and to each class of Class 1-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, and

                         (ii) to the Class 1-AF-5 Insurer, any Class 1-AF-5
                    Reimbursement Amount;


                                      S-47



                    (b) from the Interest Funds for Loan Group 2, 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,

               (3) from the remaining Interest Funds for Loan Group 1 and Loan
          Group 2, concurrently to each class of Class A Certificates and the
          Class 1-AF-5 Insurer, any remaining Current Interest and Interest
          Carry Forward Amount and any monthly premium for the Class 1-AF-5
          Policy or Class 1-AF-5 Reimbursement Amount, as applicable, not paid
          pursuant to clauses (2)(a) and (2)(b) above, pro rata, based on (a)
          the Certificate Principal Balances thereof, to the extent needed to
          pay any Current Interest and Interest Carry Forward Amount for each
          such class and (b) any remaining premium payable with respect to the
          Class 1-AF-5 Policy and any remaining Class 1-AF-5 Reimbursement
          Amount, as applicable (provided, however, that any such Interest Funds
          allocated to the Class 1-AF Certificates and the Class 1-AF-5 Insurer
          will be distributed as provided in clause (2)(a) above); provided that
          Interest Funds remaining after such allocation to pay any Current
          Interest and Interest Carry Forward Amount based on the Certificate
          Principal Balances of the Certificates will be distributed to each
          class of Class A Certificates with respect to which there remains any
          unpaid Current Interest and Interest Carry Forward Amount (after the
          distribution based on Certificate Principal Balances), pro rata, based
          on the amount of such remaining unpaid Current Interest and Interest
          Carry Forward Amount,

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

                    (a) sequentially, to the Class M-1, Class M-2, Class M-3,
               Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
               Certificates, in that order, the Current Interest for each such
               class, and

                    (b) any remainder as part of the Excess Cashflow as
               described under "--Overcollateralization Provisions" below.

          Distributions of Funds from the Corridor Contract. On each
Distribution Date on or prior to the Corridor Contract Termination Date, amounts
allocated to the Trust Fund in respect of the Corridor Contract for such
Distribution Date will be deposited in the Carryover Reserve Fund and then
distributed to the Class 1-AF-1 Certificates to the extent needed to pay any Net
Rate Carryover for the Class 1-AF-1 Certificates. Any amounts remaining after
the application of such amounts as described in the preceding sentence allocated
to the Trust Fund in respect of the Corridor Contract will be distributed to the
holders of the Class C Certificates and will not be available for the payment of
any Net Rate Carryover on any class or classes of Certificates unless the
Corridor Contract is subject to an early termination, in which case the portion
of any early termination payment allocated to the Trust Fund in respect of the
Corridor Contract will be deposited by the Trustee in the Carryover Reserve Fund
to cover any Net Rate Carryover on the Class 1-AF-1 Certificates until the
Corridor Contract Termination Date. See "-- Carryover Reserve Fund" below.

            Distributions of Funds from the Swap Contract. On each Distribution
Date on or prior to the Swap Contract Termination Date, amounts allocated to the
Swap Account by the Swap Contract Administrator will be distributed as described
under "-- The Swap Contract" below.

          The "INTEREST FUNDS" for any Loan Group and any Distribution Date are
equal to (1) the Interest Remittance Amount for that Loan Group and such
Distribution Date, 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.


                                      S-48



          "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) the applicable Net Rate Cap for the related Distribution
          Date, and

               (2) 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.

          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 applicable Net Rate Cap for the related Distribution
          Date, and

               (2) the per annum fixed rate for such class and such Accrual
          Period set forth in the following table:

 CLASS    (1)     (2)
------   -----   -----
1-AF-2   5.282%  5.282%
1-AF-3   5.450%  5.450%
1-AF-4   5.704%  5.704%
1-AF-5   5.935%  6.435%
1-AF-6   5.525%  5.525%

----------
(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 "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, (ii) the trustee fee rate as provided in
the Pooling and Servicing Agreement and (iii) with respect to any Mortgage Loan
covered by a lender paid mortgage insurance policy, the related mortgage
insurance premium rate. As of the Initial Cut-off Date, the weighted average
Expense Fee Rate is expected to equal approximately 0.509% per annum.

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

          (i) with respect to the Class 1-AF Certificates (other than the 1-AF-5
Certificates), the weighted average Adjusted Net Mortgage Rate of the Mortgage
Loans in Loan Group 1 as of the first day of the related Due Period (after
giving effect to principal prepayments received during the Prepayment Period
that ends during such Due Period), adjusted, in the case of the Class 1-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-AF-5 Certificates, the Net Rate Cap
with respect to the Class 1-AF Certificates less the Class 1-AF-5 Policy Premium
Rate;


                                      S-49



          (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
2 as of the first day of the related Due Period (after giving effect to
principal prepayments received during the Prepayment Period that ends during
such Due Period), 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, minus a fraction, expressed as a percentage,
the numerator of which is the product of (a) the sum of (x) the Net Swap Payment
payable to the Swap Counterparty with respect to such Distribution Date times a
fraction, the numerator of which is equal to 360 and the denominator of which is
equal to the actual number of days in the related Accrual Period and (y) any
Swap Termination Payment payable to the Swap Counterparty for such Distribution
Date (other than a Swap Termination Payment due to a Swap Counterparty Trigger
Event) and (b) the Senior Swap Percentage for such Distribution Date, and the
denominator of which is equal to the aggregate Certificate Principal Balance of
the Class 2-AV Certificates immediately prior to that Distribution Date; and

          (iv) with respect to each class of Subordinate Certificates, the
weighted average of (a) the weighted average Adjusted Net Mortgage Rate of the
Mortgage Loans in Loan Group 1 as of the first day of the related Due Period
(after giving effect to principal prepayments received during the Prepayment
Period that ends during such Due Period) (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 1 and the amount on deposit in the
Pre-Funding Account in respect of Loan Group 1 over the outstanding aggregate
Certificate Principal Balance of the Class 1-AF Certificates) and (b) the
weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group
2 as of the first day of the related Due Period (after giving effect to
principal prepayments received during the Prepayment Period that ends during
such Due Period) (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 aggregate 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, minus the a fraction, expressed
as a percentage, the numerator of which is the product of (a) the sum of (x) the
Net Swap Payment payable to the Swap Counterparty with respect to such
Distribution Date times a fraction, the numerator of which is equal to 360 and
the denominator of which is equal to the actual number of days in the related
Accrual Period and (y) any Swap Termination Payment payable to the Swap
Counterparty for such Distribution Date (other than a Swap Termination Payment
due to a Swap Counterparty Trigger Event) and (b) the Subordinate Swap
Percentage for such Distribution Date, and the denominator of which is the
excess of (x) the sum of the aggregate Stated Principal Balance of the Mortgage
Loans as of the first day of the related Due Period (after giving effect to
principal prepayments received during the Prepayment Period that ends during
such Due Period) and the amount on deposit in the Pre-Funding Account as of the
first day of that Due Period over (y) the aggregate Certificate Principal
Balance of the Class A Certificates immediately prior to that Distribution Date.

          "CLASS 1-AF-5 POLICY PREMIUM RATE" means the monthly premium rate for
the Class 1-AF-5 Policy.

          "CLASS 1-AF-5 REIMBURSEMENT AMOUNT" means, with respect to any
Distribution Date, (i) all Guaranteed Distributions paid, and all other payments
made, by the Class 1-AF-5 Insurer pursuant to the Class 1-AF-5 Policy for which
the Class 1-AF-5 Insurer has not been reimbursed prior to such Distribution
Date, plus (ii) interest accrued on such Guaranteed Distributions not previously
repaid calculated at the rate specified in the Pooling and Servicing Agreement.

          The "GROUP 1 SWAP PERCENTAGE" for any Distribution Date is a fraction,
expressed as a percentage, the numerator of which is equal to the Subordinate
Fix Portion for such Distribution Date and the denominator of which is equal to
the sum of the Senior Arm Portion, the Subordinate Arm Portion and the
Subordinate Fix Portion for such Distribution Date.

          The "GROUP 2 SWAP PERCENTAGE" for any Distribution Date is a fraction,
expressed as a percentage, the numerator of which is equal to the sum of the
Senior Arm Portion and the Subordinate Arm Portion for such Distribution Date
and the denominator of which is equal to the sum of the Senior Arm Portion, the
Subordinate Arm Portion and the Subordinate Fix Portion for such Distribution
Date.


                                      S-50



          The "SENIOR ARM PORTION" for any Distribution Date is a fraction,
expressed as a percentage, the numerator of which is equal to (1) the product of
(x) the Certificate Principal Balance of the Class 2-AV Certificates immediately
prior to that Distribution Date multiplied by (y) the Interest Funds for Loan
Group 2 for such Distribution Date and the denominator of which is equal to (2)
the sum of the aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group 2 as of the first day of the related Due Period (after giving effect to
principal prepayments received during the Prepayment Period that ends during
such Due Period) and the amount on deposit in the Pre-Funding Account in respect
of Loan Group 2 as of the first day of that Due Period.

          The "SUBORDINATE ARM PORTION" for any Distribution Date is a fraction,
expressed as a percentage, the numerator of which is equal to (1) the product of
(x) the excess of (i) the sum of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 2 as of the first day of the related Due Period
(after giving effect to principal prepayments received during the Prepayment
Period that ends during such Due Period) and the amount on deposit in the
Pre-Funding Account in respect of Loan Group 2 as of the first day of that Due
Period over (ii) the aggregate Certificate Principal Balance of the Class 2-AV
Certificates immediately prior to that Distribution Date multiplied by (y) the
Interest Funds for Loan Group 2 for that Distribution Date and the denominator
of which is equal to (2) the sum of the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 2 as of the first day of the related Due Period
(after giving effect to principal prepayments received during the Prepayment
Period that ends during such Due Period) and the amount on deposit in the
Pre-Funding Account in respect of Loan Group 2 as of the first day of that Due
Period.

          The "SUBORDINATE FIX PORTION" for any Distribution Date is a fraction,
expressed as a percentage, the numerator of which is equal to (1) the product of
(x) the excess of (i) the sum of the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1 as of the first day of the related Due Period
(after giving effect to principal prepayments received during the Prepayment
Period that ends during such Due Period) and the amount on deposit in the
Pre-Funding Account in respect of Loan Group 1 as of the first day of that Due
Period over (ii) the aggregate Certificate Principal Balance of the Class 1-AF
Certificates immediately prior to that Distribution Date multiplied by (y) the
Interest Funds for Loan Group 1 for that Distribution Date and the denominator
of which is equal to (2) the sum of the aggregate Stated Principal Balance of
the Mortgage Loans in Loan Group 1 as of the first day of the related Due Period
(after giving effect to principal prepayments received during the Prepayment
Period that ends during such Due Period) and the amount on deposit in the
Pre-Funding Account in respect of Loan Group 1 as of the first day of that Due
Period.

            The "SENIOR SWAP PERCENTAGE" for any Distribution Date is a
fraction, expressed as a percentage, the numerator of which is equal to the
Senior Arm Portion for such Distribution Date and the denominator of which is
equal to the sum of the Senior Arm Portion, the Subordinate Arm Portion and the
Subordinate Fix Portion for such Distribution Date.

            The "SUBORDINATE SWAP PERCENTAGE" for any Distribution Date is a
fraction, expressed as a percentage, the numerator of which is equal to the sum
of the Subordinate Arm Portion and the Subordinate Fix Portion for such
Distribution Date and the denominator of which is equal to the sum of the Senior
Arm Portion, the Subordinate Arm Portion and the Subordinate Fix Portion for
such Distribution Date.


                                      S-51



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

                                 Pass-Through   Pass-Through
Class                              Margin (1)     Margin (2)
------------------------------   ------------   ------------
Class 1-AF-1                          0.140%        0.140%
Class 2-AV-1                          0.100%        0.200%
Class 2-AV-2                          0.250%        0.500%
Class 2-AV-3                          0.370%        0.740%
Class M-1                             0.450%        0.675%
Class M-2                             0.470%        0.705%
Class M-3                             0.520%        0.780%
Class M-4                             0.730%        1.095%
Class M-5                             0.780%        1.170%
Class M-6                             0.850%        1.275%
Class M-7                             1.750%        2.625%
Class M-8                             1.750%        2.625%
Class B                               1.750%        2.625%

----------
(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,

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-AF-5 Certificates will not be covered by the Class 1-AF-5 Policy.

          Distributions of Principal. On each Distribution Date, the Principal
Distribution Amount for such Distribution Date for Loan Group 1 and Loan Group 2
is required to be distributed as follows until such Principal Distribution
Amount has been fully distributed (with the Principal Distribution Amount
exclusive of the Extra Principal Distribution Amount being applied first and the
Extra Principal Distribution Amount being applied thereafter):

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

                    (A) concurrently:

                         (i) from the Principal Distribution Amount for Loan
                    Group 1, sequentially:

                              (a) to the classes of Class 1-AF Certificates, and
                         to the Class 1-AF-5 Insurer, in the order and
                         priorities set forth in clause (3)(A) below, until the
                         Certificate Principal Balances thereof are reduced to
                         zero, and


                                    S-52



                              (b) to the classes of Class 2-AV Certificates
                         (after the distribution of the Principal Distribution
                         Amount from Loan Group 2 as provided in clause
                         (1)(A)(ii)(a) below), in the order and priorities set
                         forth in clause (4) below, until the Certificate
                         Principal Balances thereof are reduced to zero,

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

                              (a) to the classes of Class 2-AV Certificates, in
                         the order and priorities set forth in clause (4) below,
                         until the Certificate Principal Balances thereof are
                         reduced to zero, and

                              (b) to the classes of Class 1-AF Certificates, and
                         to the Class 1-AF-5 Insurer, in the order and
                         priorities set forth in clause (3)(A) (after the
                         distribution of the Principal Distribution Amount from
                         Loan Group 1 as provided in clause (1)(A)(i)(a) above),
                         until the Certificate Principal Balances thereof are
                         reduced to zero,

               (B) from the remaining Principal Distribution Amounts for
          Loan Group 1 and Loan Group 2, sequentially:

                         (i) sequentially, to the Class M-1, Class M-2,
                    Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
                    Class M-8 and Class B Certificates, in that order, in
                    each case until the Certificate Principal Balance
                    thereof is reduced to zero,

                         (ii) any remainder as part of the Excess Cashflow
                    to be allocated as described under
                    "--Overcollateralization Provisions" below.

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

               (A) in an amount up to the Class A Principal Distribution
          Target Amount, pro rata based on the related Class A Principal
          Distribution Allocation Amount for the Class 1-AF Certificates
          and the Class 2-AV Certificates, respectively, concurrently, to
          (I) the classes of Class 1-AF Certificates, in an amount up to
          the Class 1-AF Principal Distribution Amount in the order and
          priorities set forth in clause (3)(B) below, until the
          Certificate Principal Balances thereof are reduced to zero, and
          (II) the classes 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 (4) below, until the Certificate
          Principal Balances thereof are reduced to zero; provided,
          however, that if the aggregate Certificate Principal Balance of
          the Class 1-AF Certificates is reduced to zero then any remaining
          unpaid Class A Principal Distribution Target Amount will be
          distributed to the Class 2-AV Certificates in the order and
          priorities set forth in clause (4) below; provided further,
          however, that if the aggregate Certificate Principal Balance of
          the Class 2-AV Certificates is reduced to zero then any remaining
          unpaid Class A Principal Distribution Target Amount will be
          distributed to the Class 1-AF Certificates in the order and
          priorities set forth in clause (3)(B), below,

               (B) to the Class 1-AF-5 Insurer, any remaining premium
          payable with respect to the Class 1-AF-5 Policy and any remaining
          Class 1-AF-5 Reimbursement Amount, in each case that has not been
          paid from Interest Funds for such Distribution Date,

               (C) sequentially, to the Class M-1, Class M-2, Class M-3,
          Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class B
          Certificates, in that order, the Subordinate Class Principal
          Distribution Amount for each such class, in each case until the
          Certificate Principal Balance thereof is reduced to zero, and


                                    S-53



               (D) any remainder as part of the 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 1-AF Certificates and the Class 1-AF-5
     Insurer pursuant to clause (1)(A) above or to the Class 1-AF
     Certificates pursuant to clause (2)(A) above, such amounts will be
     distributed to the Class 1-AF Certificates and, if applicable, the
     Class 1-AF-5 Insurer, in the following order of priority:

               (A) For each Distribution Date prior to the Stepdown Date or
          on which a Trigger Event is in effect,

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

                    (ii) sequentially, to the Class 1-AF-1, Class 1-AF-2,
               Class 1-AF-3 and Class 1-AF-4 Certificates, in that order,
               until the Certificate Principal Balances thereof are reduced
               to zero,

                    (iii) sequentially:

                         (a) to the Class 1-AF-5 Insurer, any remaining
                    premium payable with respect to the Class 1-AF-5 Policy
                    that has not been paid from Interest Funds for such
                    Distribution Date, and

                         (b) to the Class 1-AF-5 Certificates, until the
                    Certificate Principal Balance thereof is reduced to
                    zero,

                    (iv) to the Class 1-AF-6 Certificates without regard to
               the NAS Principal Distribution Amount, until the Certificate
               Principal Balance thereof is reduced to zero, and

                    (vi) to the Class 1-AF-5 Insurer, any remaining Class
               1-AF-5 Reimbursement Amount that has not been paid from
               Interest Funds for such Distribution Date.

               (B) For each Distribution Date on or after the Stepdown Date
          and so long as a Trigger Event is not in effect,

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

                    (ii) sequentially, to the Class 1-AF-1, Class 1-AF-2,
               Class 1-AF-3, Class 1-AF-4 and Class 1-AF-5 Certificates, in
               that order, until the Certificate Principal Balances thereof
               are reduced to zero, and

                    (iii) to the Class 1-AF-6 Certificates without regard
               to the NAS Principal Distribution Amount, until the
               Certificate Principal Balance thereof is reduced to zero.

          (4) On each Distribution Date on which any principal amounts are
     to be distributed to the Class 2-AV Certificates, pursuant to clauses
     (1)(A) or (2)(A), above, 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, until the Certificate Principal Balances
     thereof are reduced to zero.

Notwithstanding the foregoing priority of distributions, distributions made
to the Class 1-AF and Class 2-AV Certificates pursuant to clauses
(1)(A)(i), (1)(A)(ii) and (2)(A) in this "--Distributions of Principal"
section, shall be deemed to have been made from collections in respect of
Loan Group 1 and Loan Group 2, respectively.


                                    S-54



     "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, less any portion of such amount used to cover any
     payment due to the Swap Counterparty with respect to 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,

          minus

          (4) (a) the Group 1 Overcollateralization Reduction Amount for
     such Distribution Date, in the case of Loan Group 1 and (b) the Group
     2 Overcollateralization Reduction Amount for such Distribution Date,
     in the case of Loan Group 2.

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

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

          (2) the lesser of (x) 59.40% of the aggregate Stated Principal
     Balance of the Mortgage Loans for such Distribution Date and (y) the
     aggregate Stated Principal Balance of the Mortgage Loans for such
     Distribution Date minus the OC Floor for such Distribution Date.

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

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

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

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

          (2) the lesser of (x) 59.40% 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 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 original Pre-Funded
     Amount in respect of Loan Group 1.

     "CLASS 2-AV PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date,
will equal the product of (x) the Class A 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-AF Principal Distribution Target Amount and the Class
2-AV Principal Distribution Target Amount.


                                    S-55



          "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) 59.40% 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 original Pre-Funded
          Amount in respect of Loan Group 2.

          "SUBORDINATE CLASS PRINCIPAL DISTRIBUTION AMOUNT" for any class of
Subordinate Certificates and Distribution Date will equal the excess of:

               (1) the sum of:

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

                    (b) the aggregate Certificate Principal Balance of any
               class(es) of Subordinate Certificates that are senior to the
               subject class (in each case, after taking into account
               distribution of the Subordinate Class Principal Distribution
               Amount(s) for such senior class(es) of Certificates for such
               Distribution Date), and

                    (c) the Certificate Principal Balance of the subject class
               of Subordinate Certificates immediately prior to such
               Distribution Date over

               (2) the lesser of (a) the product of (x) 100% minus the Stepdown
          Target Subordination Percentage for the subject class of Certificates
          and (y) the aggregate Stated Principal Balance of the Mortgage Loans
          for such Distribution Date and (b) the aggregate Stated Principal
          Balance of the Mortgage Loans for such Distribution Date minus the OC
          Floor;

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

          The "INITIAL TARGET SUBORDINATION PERCENTAGE" and "STEPDOWN TARGET
SUBORDINATION PERCENTAGE" for each class of Subordinate Certificates will equal
the respective percentages indicated in the following table:

               INITIAL TARGET   STEPDOWN TARGET
                SUBORDINATION    SUBORDINATION
                 PERCENTAGE        PERCENTAGE
               --------------   ---------------
Class M-1...       17.25%            34.50%
Class M-2...       14.35%            28.70%
Class M-3...       12.55%            25.10%
Class M-4...       10.95%            21.90%
Class M-5...        9.45%            18.90%
Class M-6...        8.05%            16.10%
Class M-7...        6.95%            13.90%
Class M-8...        5.85%            11.70%
Class B.....        4.70%             9.40%


                                      S-56



          The Initial Target Subordination Percentages will not be used to
calculate distributions on the Subordinate Certificates, but rather are
presented in order to provide a better understanding of the credit enhancement
provided by the Subordinate Certificates and the overcollateralization amount.
The Initial Target Subordination Percentage for any class of Subordinate
Certificates is equal to a fraction, expressed as a percentage, the numerator of
which is equal to the aggregate original Certificate Principal Balance of any
class(es) of Certificates subordinate to the subject class plus the initial
Overcollateralization Target Amount and the denominator of which is equal to the
sum of the Initial Cut-off Date Pool Principal Balance and the original
Pre-Funded Amount.

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

               (2) any amounts to be distributed to the Class 1-AF Certificates
          on such Distribution Date pursuant to clause (3)(A) or 3(B) under
          "--Distributions of Principal" above, and

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

      Distribution Date         Percentage
-----------------------------   ----------
January 2006 -- December 2008        0%
January 2009 -- December 2010       45%
January 2011 -- December 2011       80%
January 2012 -- December 2012      100%
January 2013 and thereafter        300%

          "EXTRA PRINCIPAL DISTRIBUTION AMOUNT" with respect to any Distribution
Date is the lesser of (1) the Overcollateralization Deficiency Amount and (2)
the sum of the Excess Cashflow and the Credit Comeback Excess Cashflow available
for payment thereof, to be allocated between Loan Group 1 and Loan Group 2, pro
rata, based on the Principal Remittance Amount for each such Loan Group for such
Distribution Date in the priority set forth in this prospectus supplement.

          "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 and the
original Pre-Funded Amount.

          "OVERCOLLATERALIZATION DEFICIENCY AMOUNT" with respect to any
Distribution Date equals the amount, if any, by which the Overcollateralization
Target Amount exceeds the Overcollateralized Amount on such Distribution Date
(after giving effect to distribution of the Principal Distribution Amount (other
than the portion thereof consisting of the Extra Principal Distribution Amount)
on such Distribution Date).

          "OVERCOLLATERALIZATION TARGET AMOUNT" means with respect to any
Distribution Date (a) prior to the Stepdown Date, an amount equal to 4.70% of
the sum of the aggregate Initial Cut-off Date Pool Principal Balance and the
original Pre-Funded Amount and (b) on or after the Stepdown Date, the greater of
(i) an amount equal to 9.40% of the aggregate Stated Principal Balance of the
Mortgage Loans for the current Distribution Date and (ii) the OC Floor;
provided, however, that if a Trigger Event is in effect on any Distribution
Date, the Overcollateralization Target Amount will be the Overcollateralization
Target Amount as in effect for the prior Distribution Date.

          "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 for such Distribution Date and any amount on deposit in


                                      S-57



the Pre-Funding Account on such Distribution Date exceeds (y) the aggregate
Certificate Principal Balance of the Interest-Bearing Certificates as of such
Distribution Date (after giving effect to distribution of the Principal
Remittance Amounts to be made on such Distribution Date and, in the case of the
Distribution Date immediately following the end of the Funding Period, any
amounts to be released from the Pre-Funding Account).

          "OVERCOLLATERALIZATION REDUCTION AMOUNT" for any Distribution Date is
an amount equal to the lesser of (i) the Excess Overcollateralization Amount for
such Distribution Date and (ii) the aggregate Principal Remittance Amount for
Loan Group 1 and Loan Group 2 for such Distribution Date.

          "EXCESS OVERCOLLATERALIZATION AMOUNT" for any Distribution Date, is
the excess, if any, of the Overcollateralized Amount for such Distribution Date
over the Overcollateralization Target Amount for such Distribution Date.

          "GROUP 1 OVERCOLLATERALIZATION REDUCTION AMOUNT" for any Distribution
Date is the Overcollateralization Reduction Amount for such Distribution Date
multiplied by a fraction, the numerator of which is the Principal Remittance
Amount for Loan Group 1 for such Distribution Date, and the denominator of which
is the aggregate Principal Remittance Amount for Loan Group 1 and Loan Group 2
for such Distribution Date.

          "GROUP 2 OVERCOLLATERALIZATION REDUCTION AMOUNT" for any Distribution
Date is the Overcollateralization Reduction Amount for such Distribution Date
multiplied by a fraction, the numerator of which is the Principal Remittance
Amount for Loan Group 2 for such Distribution Date, and the denominator of which
is the aggregate Principal Remittance Amount for Loan Group 1 and Loan Group 2
for such Distribution Date.

          "STEPDOWN DATE" is the earlier to occur of:

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

               (2) the later to occur of (x) the Distribution Date in January
          2009 and (y) the first Distribution Date on which the aggregate
          Certificate Principal Balance of the Class A Certificates (after
          calculating anticipated distributions on such Distribution Date) is
          less than or equal to 59.40% of the aggregate Stated Principal Balance
          of the Mortgage Loans for such Distribution Date.

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


                                      S-58



          A "DELINQUENCY TRIGGER EVENT" with respect to any Distribution Date on
or after the Stepdown Date exists if the Rolling Sixty-Day Delinquency Rate for
the outstanding Mortgage Loans equals or exceeds the product of (x) the Senior
Enhancement Percentage for such Distribution Date and (y) the applicable
percentage listed below for the most senior class of outstanding
Interest-Bearing Certificates:

  CLASS     PERCENTAGE
---------   ----------
Class A        40.00%
Class M-1      47.07%
Class M-2      56.59%
Class M-3      64.70%
Class M-4      74.16%
Class M-5      85.93%
Class M-6     100.87%
Class M-7     116.83%
Class M-8     138.80%
Class B       172.77%

          The "SENIOR ENHANCEMENT PERCENTAGE" with respect to any Distribution
Date on or after the 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 for the preceding Distribution Date over

                    (b) (i) before the Certificate Principal Balances of the
               Class A Certificates have been reduced to zero, the sum of the
               Certificate Principal Balances of the Class A Certificates, or
               (ii) after such time, the Certificate Principal Balance of the
               most senior class of 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 for the preceding Distribution Date.


                                      S-59



          A "CUMULATIVE LOSS TRIGGER EVENT" with respect to any Distribution
Date on or after the Stepdown Date occurs if (x) the aggregate amount of
Realized Losses on the Mortgage Loans from 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 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 and the original Pre-Funded Amount, as set
forth below:

Distribution Date                 Percentage
-----------------                 ----------
January 2008 -- December 2008..   1.05% with respect to January 2008, plus an
                                  additional 1/12th of 1.30% for each month
                                  thereafter through December 2008
January 2009 -- December 2009..   2.35% with respect to January 2009, plus an
                                  additional 1/12th of 1.50% for each month
                                  thereafter through December 2009
January 2010 -- December 2010..   3.85% with respect to January 2010, plus an
                                  additional 1/12th of 1.15% for each month
                                  thereafter through December 2010
January 2011 -- December 2011..   5.00% with respect to January 2011, plus an
                                  additional 1/12th of 0.25% for each month
                                  thereafter through December 2011
January 2012 and thereafter....   5.25%

          "UNPAID REALIZED LOSS AMOUNT" means for any class of Certificates, (x)
the portion of the aggregate Applied Realized Loss Amount previously allocated
to that class remaining unpaid from prior Distribution Dates (in the case of the
Class 1-AF-5 Certificates without regard to any payment made by the Class 1-AF-5
Insurer in respect of an Applied Realized Loss Amount allocated to the Class
1-AF-5 Certificates under the Class 1-AF-5 Policy) minus (y) (1) 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 or (2)
in the case of the Class 1-AF-5 Certificates, the amount of any Subsequent
Recovery paid to the Class 1-AF-5 Insurer in respect the Class 1-AF-5
Certificates as described under "--General" above.

          The "ROLLING SIXTY-DAY DELINQUENCY RATE," with respect to any
Distribution Date on or after the Stepdown Date, is the average of the Sixty-Day
Delinquency Rates for 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 Stepdown Date, 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 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.

          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-AF-5 POLICY. On any Distribution Date, the Trustee will
distribute to the holders of the Class 1-AF-5 Certificates, any Guaranteed
Distributions received from the Class 1-AF-5 Insurer with respect to such
Distribution Date.

          RESIDUAL CERTIFICATES. The Class A-R Certificates do not bear
interest. The Class A-R Certificates will receive a distribution of $100 of
principal on the first Distribution Date, after which their Certificate
Principal Balance will equal zero. The $100 will be withdrawn from a reserve
account established by the Trustee and funded


                                      S-60



by the Depositor on the Closing Date for the purposes of making distributions on
the Class A-R and Class P Certificates. The Class A-R Certificates will remain
outstanding for so long as the Trust Fund will exist. In addition to the
distribution of principal on the first Distribution Date, 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 Interest-Bearing Certificates and
any payments to the Class 1-AF-5 Insurer and the Swap Counterparty (each as
described above) and distributions to the Class C Certificates (as provided in
the Pooling and Servicing Agreement). 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 the Mortgage Loans
is generally expected to be higher than the weighted average of the Pass-Through
Rates on the Interest-Bearing Certificates. As a result, interest collections on
the Mortgage Loans are expected to be generated in excess of the amount of
interest payable to the holders of the Interest-Bearing Certificates and the
related fees and expenses payable by the Trust Fund. Any interest payments
received in respect of the Mortgage Loans in a Loan Group or Loan Groups in
excess of the amount that is needed to pay interest on the related Certificates
and the trust expenses related to that Loan Group (including the premiums due to
the Class 1-AF-5 Insurer and any Net Swap Payments that may be payable to the
Swap Counterparty) will be used to reduce the total Certificate Principal
Balance of the related Certificates, until the required level of
overcollateralization has been achieved. The excess cashflow, if any, will be
applied on each Distribution Date as a payment of principal on the related class
or classes of Interest-Bearing Certificates then entitled to receive
distributions in respect of principal, but only to the limited extent hereafter
described.

          The "EXCESS CASHFLOW" with respect to any Distribution Date is the sum
of (i) the amounts remaining as set forth in clause (4)(b) in
"--Distributions--Distributions of Interest" and clause (1)(B)(ii) or (2)(D), as
applicable, in "--Distributions--Distributions of Principal" and (ii) the
Overcollateralization Reduction Amount for such Distribution Date, if any.

          With respect to any Distribution Date, any Excess Cashflow and, in the
case of clauses 1 and 2 below and in the case of the payment of Unpaid Realized
Loss Amounts pursuant to clause 3 below, any amounts in the Credit Comeback
Excess Account and 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 Excess
Cashflow:

               1    to the holders of the class or classes of certificates then
                    entitled to receive distributions in respect of principal,
                    in an aggregate amount equal to the Extra Principal
                    Distribution Amount for Loan Group 1 and Loan Group 2,
                    payable to such holders of each such class as part of the
                    related Principal Distribution Amounts as described under
                    "--Distributions--Distributions of Principal" above;

               2.   concurrently, to the holders of each class of Class A
                    Certificates, pro rata based on the Unpaid Realized Loss
                    Amounts for such classes, in each case in an amount equal to
                    the Unpaid Realized Loss Amount for such class; provided,
                    however, to the extent that an Applied Realized Loss Amount
                    was covered by the Class 1-AF-5 Policy, then any related
                    Unpaid Realized Loss Amount otherwise payable to the Class
                    1-AF-5 Certificates pursuant to this clause will instead be
                    paid to the Class 1-AF-5 Insurer;

               3.   sequentially, to the holders of the Class M-1, Class M-2,
                    Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
                    M-8 and Class B Certificates, in that order, in each case
                    first in an amount equal to any Interest Carry Forward
                    Amount for such class and then in an amount equal to the
                    Unpaid Realized Loss Amount for such class;

               4.   to each class of Interest-Bearing Certificates, pro rata
                    based on the Certificate Principal Balances thereof, to the
                    extent needed to pay any Net Rate Carryover for each such
                    class (in the case of the Class 1-AF-1 Certificates, after
                    application of amounts allocated to the Trust Fund in
                    respect of the Corridor Contract to cover Net Rate
                    Carryover); provided that any


                                      S-61



                    Excess Cashflow remaining after such allocation to pay Net
                    Rate Carryover based on the Certificate Principal Balances
                    of those Certificates will be distributed to each class of
                    Interest-Bearing 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;

               5.   to the Carryover Reserve Fund, in an amount equal to the
                    Required Carryover Reserve Fund Deposit (after giving effect
                    to other deposits and withdrawals therefrom on such
                    Distribution Date);

               6.   to the Swap Account, in an amount equal to any Swap
                    Termination Payment due to the Swap Counterparty as a result
                    of a Swap Counterparty Trigger Event; and

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

          Following the distributions pursuant to clauses 1 through 4 of the
preceding paragraph but prior to the distributions pursuant to clauses 5 through
7 of the preceding paragraph, the Trustee will make certain distributions from
the Swap Account, as described in further detail below under " -- The Swap
Contract."

THE CORRIDOR CONTRACT

          Countrywide Home Loans has entered into an interest rate corridor
transaction with JPMorgan Chase Bank, N.A. (the "CORRIDOR CONTRACT
COUNTERPARTY"), as evidenced by a confirmation between Countrywide Home Loans
and the Corridor Contract Counterparty (the "CORRIDOR CONTRACT"). Pursuant to
the Corridor Contract, the terms of an ISDA Master Agreement were incorporated
into the confirmation of the Corridor Contract, as if the ISDA Master Agreement
had been executed by Countrywide Home Loans and the Corridor Contract
Counterparty on the date that the Corridor Contract was executed. The Corridor
Contract is subject to certain ISDA definitions. On the Closing Date,
Countrywide Home Loans will assign its rights under the Corridor Contract to The
Bank of New York, as corridor contract administrator (in such capacity, the
"CORRIDOR CONTRACT ADMINISTRATOR"), and Countrywide Home Loans, the Corridor
Contract Administrator and the Trustee will enter into a corridor contract
administration agreement (the "CORRIDOR CONTRACT ADMINISTRATION AGREEMENT")
pursuant to which the Corridor Contract Administrator will allocate any payments
received under the Corridor Contract between the Trustee and Countrywide Home
Loans as described below.

          On or prior to the Corridor Contract Termination Date, amounts (if
any) received under the Corridor Contract by the Corridor Contract Administrator
and allocated to the Trustee for the benefit of the Trust Fund will be used to
pay Net Rate Carryover on the Class 1-AF-1 Certificates as described above under
"--Distributions--Distributions of Funds from the Corridor Contract." Amounts
allocated to the Trustee in respect of the Corridor Contract will not be
available to pay Net Rate Carryover on any class of Certificates other than the
Class 1-AF-1 Certificates. On each Distribution Date, after application of any
amounts allocated to the Trustee in respect of the Corridor Contract to pay Net
Rate Carryover on the Class 1-AF-1 Certificates, any remaining amounts will be
distributed as described above under "--Distributions--Distributions of Funds
from the Corridor Contract" and will not thereafter be available for payments of
Net Rate Carryover for any class of Certificates, unless such remaining amounts
are allocated to the Trustee in connection with an early termination of the
Corridor Contract in which case such amounts will be held by the Trustee until
the Corridor Contract Termination Date for distribution as described above under
"--Distributions--Distributions of Funds from the Corridor Contract."

          With respect to the Corridor Contract and any Distribution Date on or
prior to the Corridor Contract Termination Date, the amount payable by the
Corridor Contract Counterparty under the Corridor Contract will equal the
product of:

          (i) the excess (if any) of (x) the lesser of (A) One-Month LIBOR (as
determined by the Corridor Contract Counterparty) and (B) the Corridor Contract
Ceiling Rate for such Distribution Date over (y) the Corridor Contract Strike
Rate for such Distribution Date,


                                      S-62



          (ii) the Corridor Contract Notional Balance for such Distribution
Date, and

          (iii) the actual number of days in the related Accrual Period, divided
by 360.

          Pursuant to the Corridor Contract Administration Agreement, on or
prior to each Distribution Date, the Corridor Contract Administrator will
allocate any payment received from the Corridor Contract Counterparty with
respect to the Corridor Contract and such Distribution Date (other than any
termination payment, which will be allocated as described below) first, to the
Trustee, up to the amount that would be payable under the Corridor Contract if
clause (ii) of the preceding sentence were equal to the lesser of the Corridor
Contract Notional Balance for such Distribution Date and the Certificate
Principal Balance of the Class 1-AF-1 Certificates immediately prior to such
Distribution Date (any such amount, a "NET CORRIDOR CONTRACT PAYMENT"), and
second, to Countrywide Home Loans, any remainder (any such remainder, an "EXCESS
CORRIDOR CONTRACT PAYMENT"). Excess Corridor Contract Payments will not be
available to cover Net Rate Carryover on the Class 1-AF-1 Certificates.

          The "CORRIDOR CONTRACT NOTIONAL BALANCE," the "CORRIDOR CONTRACT
STRIKE RATE" and the "CORRIDOR CONTRACT CEILING RATE" for the Corridor Contract
for each Distribution Date are as described in the following table. In addition,
the Distribution Date occurring in the latest calendar month listed in the
following table is the date through which the Corridor Contract is scheduled to
remain in effect and is referred to as the "CORRIDOR CONTRACT TERMINATION DATE"
for the Corridor Contract.

     MONTH OF
   DISTRIBUTION       CORRIDOR CONTRACT    CORRIDOR CONTRACT   CORRIDOR CONTRACT
       DATE         NOTIONAL BALANCE ($)    STRIKE RATE (%)     CEILING RATE (%)
-----------------   --------------------   -----------------   -----------------
January 2006.....        71,799,000             7.08788             9.00000
February 2006....        70,425,332             5.94467             9.00000
March 2006.......        68,648,156             6.58160             9.00000
April 2006.......        66,468,013             5.94467             9.00000
May 2006.........        63,887,688             6.14283             9.00000
June 2006........        60,912,266             5.94467             9.00000
July 2006........        57,549,177             6.14283             9.00000
August 2006......        53,808,215             5.94467             9.00000
September 2006...        49,704,888             5.94468             9.00000
October 2006.....        45,688,189             6.14277             9.00000
November 2006....        41,756,304             5.92140             9.00000
December 2006....        37,906,841             6.11878             9.00000
January 2007.....        34,138,702             5.92141             9.00000
February 2007....        30,450,183             5.92142             9.00000
March 2007.......        26,839,618             6.55586             9.00000
April 2007.......        23,305,373             5.92143             9.00000
May 2007.........        19,845,849             6.11882             9.00000
June 2007........        16,459,479             5.92144             9.00000
July 2007........        13,144,732             6.11883             9.00000
August 2007......         9,900,104             5.92145             9.00000
September 2007...         6,724,128             5.92146             9.00000
October 2007.....         3,615,362             6.11876             9.00000
November 2007....           572,396             5.89813             9.00000

          The Corridor Contract will be subject to early termination only in
limited circumstances. Such circumstances generally include certain insolvency
or bankruptcy events in relation to the Corridor Contract Counterparty or the
Corridor Contract Administrator, the failure by the Corridor Contract
Counterparty (within three business days after notice of such failure is
received by the Corridor Contract Counterparty) to make a payment due under the
Corridor Contract and the Corridor Contract becoming illegal or subject to
certain kinds of taxation.

          If the Corridor Contract is terminated, the Corridor Contract
Counterparty may owe a termination payment, payable in a lump sum. Any
termination payment will be allocated by the Corridor Contract Administrator
between the Trustee and Countrywide Home Loans, based on, with respect to the
Trustee, a fraction, the numerator of which is the lesser of (x) the Corridor
Contract Notional Balance at the time of termination and (y) the Certificate
Principal Balance of the Class 1-AF-1 Certificates at the time of termination,
and the denominator of which is the Corridor Contract Notional Balance at the
time of termination, and with respect to Countrywide Home Loans, a fraction, the
numerator of which is the excess, if any, of (x) the Corridor Contract Notional
Balance at the time of termination over (y) the Certificate Principal Balance of
the Class 1-AF-1 Certificates at the time of termination, and the denominator of
which is the Corridor Contract Notional Balance at the time of termination. The
portion of any termination payment that is allocated to the Trust Fund will be
held by the Trustee until the Corridor Contract Termination Date to pay any Net
Rate Carryover on the Class 1-AF-1 Certificates. However, if such termination
occurs, there can be no assurance that any such termination payment will be
owing to the Trustee.

          The Corridor Contract Counterparty has a long-term counterparty credit
rating of "AA-" from S&P and a long-term counterparty credit rating of "Aa2"
from Moody's.


                                      S-63



          The Certificates do not represent an obligation of the Corridor
Contract Counterparty or the Corridor Contract Administrator. The holders of the
Certificates are not parties to or beneficiaries under the Corridor Contract or
the Corridor Contract Administration Agreement and will not have any right to
proceed directly against the Corridor Contract Counterparty in respect of its
obligations under the Corridor Contract or against the Corridor Contract
Administrator in respect of its obligations under the Corridor Contract
Administration Agreement.

THE SWAP CONTRACT

          Countrywide Home Loans has entered into an interest rate swap
transaction with Lehman Brothers Special Financing Inc. (the "SWAP
COUNTERPARTY"), as evidenced by a confirmation between Countrywide Home Loans
and the Swap Counterparty (the "SWAP CONTRACT"). The obligations of the Swap
Counterparty will be guaranteed by Lehman Brothers Holdings Inc. (the "SWAP
GUARANTOR") pursuant to a guaranty in favor of Countrywide Home Loans (the "SWAP
GUARANTY"). In addition, on the Closing Date, the Swap Contract Administrator
and the Swap Counterparty will execute an ISDA Master Agreement. The Swap
Contract is subject to certain ISDA definitions. On the Closing Date,
Countrywide Home Loans will assign its rights under the Swap Contract and the
Swap Guaranty to The Bank of New York, as swap contract administrator (in such
capacity, the "SWAP CONTRACT ADMINISTRATOR"), and Countrywide Home Loans, the
Swap Contract Administrator and the Trustee (acting as trustee of the swap
trust) will enter into a swap contract administration agreement (the "SWAP
CONTRACT ADMINISTRATION AGREEMENT") pursuant to which the Swap Contract
Administrator will allocate any payments received under the Swap Contract
between the Trustee (acting as trustee of the swap trust) and Countrywide Home
Loans as described below and pursuant to which the Swap Contract Administrator
will remit to the Swap Counterparty any funds received from the Trustee (acting
as trustee of the swap trust) for payment to the Swap Counterparty.

          With respect to any Distribution Date on or prior to the Swap Contract
Termination Date, the amount payable by the Swap Contract Administrator to the
Swap Counterparty under the Swap Contract will equal the product of:

          (i) a fixed rate of 4.90% per annum,

          (ii) the lesser of (a) the Swap Contract Notional Balance for such
Distribution Date and (b) the aggregate Certificate Principal Balance of the
Swap Certificates immediately prior to such Distribution Date, and

          (iii) the number of days in the related calculation period (calculated
on the basis of a 360-day year of twelve 30-day months), divided by 360.

          With respect to any Distribution Date on or prior to the Swap Contract
Termination Date, the amount payable by the Swap Counterparty to the Swap
Contract Administrator under the Swap Contract will equal the product of:

          (i) One-Month LIBOR (as determined by the Swap Counterparty),

          (ii) the lesser of (a) the Swap Contract Notional Balance for such
Distribution Date and (b) the aggregate Certificate Principal Balance of the
Swap Certificates immediately prior to such Distribution Date, and

          (iii) the actual number of days in the related Accrual Period, divided
by 360.

          With respect to any Distribution Date, the Swap Contract Administrator
or the Swap Counterparty, as the case may be, will only be required to make a
"NET SWAP PAYMENT" to the other party that is equal to the excess of the payment
that it is obligated to make to the other party as described in the two
preceding paragraphs over the payment that it is entitled to receive from that
other party as described in the two preceding paragraphs. Any Net Swap Payment
owed by the Swap Counterparty with respect to any Distribution Date will be
payable on the business day preceding such Distribution Date, while any Net Swap
Payment owed to the Swap Counterparty with respect to any Distribution Date will
be payable on such Distribution Date.


                                      S-64



          In the event that a Net Swap Payment and/or a Swap Termination Payment
(other than a Swap Termination Payment due to a Swap Counterparty Trigger Event)
is payable to the Swap Counterparty with respect to any Distribution Date, the
Trustee will deduct from Interest Funds for Loan Group 1 and Loan Group 2 the
amount of such Net Swap Payment or Swap Termination Payment as described under
clause (1) under "-- Distributions -- Distributions of Interest Funds" above
(and to the extent that Interest Funds for Loan Group 1 and Loan Group 2 are
insufficient, the Trustee will deduct from the Principal Remittance Amount for
Loan Group 1 and Loan Group 2, pro rata on the basis of the respective Principal
Remittance Amounts, any additional amounts necessary to make such Net Swap
Payment and/or Swap Termination Payment due to the Swap Counterparty) and
deposit the amount of such Net Swap Payment or Swap Termination Payment in the
Swap Account maintained on behalf of the swap trust.

          In the event that a Swap Termination Payment due to a Swap
Counterparty Trigger Event is payable to the Swap Counterparty with respect to
any Distribution Date, the Trustee will deduct from Excess Cashflow the amount
of such Swap Termination Payment as described under clause (6) under "--
Overcollateralization Provisions --Excess Cashflow" above and remit such amount
to the Swap Account maintained on behalf of the swap trust.

          In the event that a Net Swap Payment is payable from the Swap
Counterparty with respect to any Distribution Date, the Swap Contract
Administrator will remit to the Trustee on behalf of the swap trust and for
deposit into the Swap Account an amount equal to the sum of (a) any Current
Interest and Interest Carry Forward Amounts with respect to the Swap
Certificates, (b) any Net Rate Carryover with respect to the Swap Certificates
and (c) any Unpaid Realized Loss Amounts with respect to the Swap Certificates,
in each case that remain unpaid following distribution of the Interest Funds for
Loan Group 1 and Loan Group 2 and the Excess Cashflow and Credit Comeback Excess
Cashflow for such Distribution Date, as well as (d) any remaining
Overcollateralization Deficiency Amount that remains following distribution of
the Interest Funds for Loan Group 1 and Loan Group 2 and the Excess Cashflow and
Credit Comeback Excess Cashflow for such Distribution Date. Any portion of any
Net Swap Payment not remitted by the Swap Contract Administrator to the Trustee
(acting as trustee of the swap trust) with respect to any Distribution Date will
be remitted to Countrywide Home Loans and will not be available to make
distributions in respect of any class of Certificates.

          In the event that the Swap Contract is terminated, Countrywide Home
Loans will be required to assist the Swap Contract Administrator in procuring a
replacement swap contract with terms approximating those of the original Swap
Contract. In the event that a Swap Termination Payment was payable by the Swap
Counterparty in connection with the termination of the original Swap Contract,
that Swap Termination Payment will be used to pay any upfront amount in
connection with the replacement swap contract, and any remaining portion of that
Swap Termination Payment will be distributed to Countrywide Home Loans and will
not be available for distribution on any class of Certificates. In the event
that the swap counterparty in respect of a replacement swap contract pays any
upfront amount to the Swap Contract Administrator in connection with entering
into the replacement swap contract, that upfront amount will be included in the
Interest Funds for Loan Group 1 and Loan Group 2 and the Principal Distribution
Amount for Loan Group 1 and Loan Group 2 with respect to the next Distribution
Date to the extent that the Interest Funds for Loan Group 1 and Loan Group 2 and
the Principal Distribution Amount for Loan Group 1 and Loan Group 2 were used on
prior Distribution Dates to cover any Swap Termination Payment due to the Swap
Counterparty under the original Swap Contract and any excess will be distributed
to Countrywide Home Loans. In the event that the Swap Contract is terminated and
no replacement swap contract can be procured on terms approximating those of the
original Swap Contract, any Swap Termination Payment payable by the Swap
Counterparty will be retained by the Swap Contract Administrator and remitted to
the Trustee on behalf of the swap trust on subsequent Distribution Dates up to
and including the Swap Contract Termination Date to cover the amounts described
in clauses (a), (b), (c) and (d) of the preceding paragraph. Following the Swap
Contract Termination Date, any remaining Swap Termination Payment will be
distributed to Countrywide Home Loans and will not be available to make
distributions in respect of any class of Certificates.

          Following the distributions of Excess Cashflow and Credit Comeback
Excess Cashflow pursuant to clauses 1 through 4 under " -- Overcollateralization
Provisions --Excess Cashflow," the Trustee, acting on behalf of the swap trust,
shall distribute all amounts on deposit in the Swap Account in the following
amounts and order of priority:

               (1) to the Swap Contract Administrator for payment to the Swap
          Counterparty, any Net Swap Payment payable to the Swap Counterparty
          with respect to such Distribution Date;


                                      S-65



               (2) to the Swap Contract Administrator for payment to the Swap
          Counterparty, any Swap Termination Payment (other than a Swap
          Termination Payment due to a Swap Counterparty Trigger Event) payable
          to the Swap Counterparty with respect to such Distribution Date;

               (3) concurrently to the holders of each class of Class 2-AV
          Certificates, any remaining Current Interest and Interest Carry
          Forward Amount, pro rata based on their respective entitlements;

               (4) sequentially, to the holders of the Class M-1, Class M-2,
          Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
          Class B Certificates, in that order, in each case in an amount equal
          to any remaining Current Interest and Interest Carry Forward Amount
          for such class;

               (5) to the holders of the class or classes of Swap Certificates
          then entitled to receive distributions in respect of principal, in an
          aggregate amount equal to the Overcollateralization Deficiency Amount
          remaining unpaid following the distribution of Excess Cashflow and
          Credit Comeback Excess Cashflow as described above under " --
          Overcollateralization Provisions" payable to such holders of each such
          class in the same manner in which the Extra Principal Distribution
          Amount in respect of Loan Group 1 and Loan Group 2 would be
          distributed to such classes as described under " --
          Overcollateralization Provisions --Excess Cashflow" above;

               (6) to the holders of each class of Swap Certificates, to the
          extent needed to pay any remaining Net Rate Carryover for each such
          class, pro rata, based on the amount of such remaining Net Rate
          Carryover;

               (7) concurrently, to the holders of each class of Class 2-AV
          Certificates, pro rata based on the remaining Unpaid Realized Loss
          Amounts for such classes, in each case in an amount equal to the
          remaining Unpaid Realized Loss Amount for such class; and

               (8) sequentially, to the holders of the Class M-1, Class M-2,
          Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
          Class B Certificates, in that order, in each case in an amount equal
          to the remaining Unpaid Realized Loss Amount for such class.

          Following the distributions of Excess Cashflow and Credit Comeback
Excess Cashflow pursuant to clauses 5 through 7 under " -- Overcollateralization
Provisions --Excess Cashflow," the Trustee, acting on behalf of the swap trust,
shall distribute any remaining amount on deposit in the Swap Account to the Swap
Contract Administrator for payment to the Swap Counterparty, only to the extent
necessary to cover any Swap Termination Payment due to a Swap Counterparty
Trigger Event payable to the Swap Counterparty with respect to such Distribution
Date.


                                      S-66



          The "SWAP CONTRACT NOTIONAL BALANCE" for each Distribution Date is as
described in the following table. In addition, the Distribution Date occurring
in the latest calendar month listed in the following table is the date through
which the Swap Contract is scheduled to remain in effect and is referred to as
the "SWAP CONTRACT TERMINATION DATE" for the Swap Contract.

    MONTH OF         SWAP CONTRACT
  DISTRIBUTION         NOTIONAL
      DATE            BALANCE ($)
------------------   -------------
January 2006......    212,553,772
February 2006.....    210,532,878
March 2006........    208,229,305
April 2006........    205,647,906
May 2006..........    202,794,612
June 2006.........    199,676,220
July 2006.........    196,301,318
August 2006.......    192,993,723
September 2006 ...    189,450,922
October 2006......    185,684,890
November 2006.....    181,708,731
December 2006.....    177,536,328
January 2007......    173,183,179
February 2007.....    169,249,108
March 2007........    165,172,614
April 2007........    160,971,209
May 2007..........    156,663,641
June 2007.........    152,269,713
July 2007.........    148,097,121
August 2007.......    144,137,075
September 2007 ...    140,381,190
October 2007......    136,821,426
November 2007.....    133,450,077
December 2007.....    128,401,035
January 2008......    123,751,297
February 2008.....    119,889,539
March 2008........    115,448,364
April 2008........    109,722,882
May 2008..........    104,279,761
June 2008.........    100,139,820
July 2008.........     96,117,139
August 2008.......     92,207,071
September 2008 ...     88,405,565
October 2008......     84,707,879
November 2008.....     81,110,828
December 2008.....     76,234,348
January 2009......     71,633,341
February 2009.....     67,325,867
March 2009........     63,291,436
April 2009........     59,511,140
May 2009..........     55,967,465
June 2009.........     53,472,499
July 2009.........     51,082,363
August 2009.......     48,792,684
September 2009 ...     46,599,273
October 2009......     44,498,108
November 2009.....     42,485,333
December 2009.....     40,576,389
January 2010......     38,747,658
February 2010.....     36,996,957
March 2010........     35,320,973
April 2010........     33,716,537
May 2010..........     32,180,612
June 2010.........     30,720,444
July 2010.........     29,322,595
August 2010.......     27,984,421
September 2010 ...     26,703,383
October 2010......     25,477,055
November 2010.....     24,303,117
December 2010.....     23,183,888

          A "SWAP TERMINATION PAYMENT" is a termination payment required to be
made by either the Swap Contract Administrator or the Swap Counterparty pursuant
to the Swap Contract as a result of an early termination of the Swap Contract.

          The Swap Contract will be subject to early termination upon an event
of default or an early termination event under the Swap Contract. Events of
default under the Swap Contract include, among other things, the following:

          o    failure to make a payment due under the Swap Contract, three
               business days after notice of such failure is received,

          o    certain insolvency or bankruptcy events, and

          o    a merger by the Swap Counterparty without an assumption of its
               obligations under the Swap Contract.

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

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

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


                                      S-67



          o    an amendment to the Pooling and Servicing Agreement that could
               reasonably be expected to have a material adverse effect on the
               Swap Counterparty is made without the prior written consent of
               the Swap Counterparty.

          o    A failure by the Swap Contract Administrator to return collateral
               in accordance with the Credit Support Annex posted by the Swap
               Counterparty following a downgrade of the Swap Counterparty's
               rating below the Approved Rating Thresholds.

          In addition to the termination events specified above, it will be an
additional termination event under the Swap Contract in the event that (A)
either (i) the unsecured, long-term senior debt obligations of the Swap
Guarantor are rated below "A1" by Moody's or are rated "A1" by Moody's and such
rating is on watch for possible downgrade (but only for so long as it is on
watch for possible downgrade) or (ii) the unsecured, short-term debt obligations
of the Swap Guarantor are rated below "P-1" by Moody's or are rated "P-1" by
Moody's and such rating is on watch for possible downgrade (but only for so long
as it is on watch for possible downgrade), (B) no short-term rating is available
from Moody's and the unsecured, long-term senior debt obligations of the Swap
Guarantor are rated below "Aa3" by Moody's or are rated "Aa3" by Moody's and
such rating is on watch for possible downgrade (but only for so long as it is on
watch for possible downgrade), or (C) either (i) the unsecured, short-term debt
obligations of the Swap Guarantor are rated below "A-1" by S&P or (ii) if the
Swap Guarantor does not have a short-term rating from S&P, the unsecured,
long-term senior debt obligations of the Swap Guarantor are rated below "A+" by
S&P (such rating thresholds, "APPROVED RATING THRESHOLDS"), and the Swap
Counterparty does not, within 30 days, (a) cause another entity to replace the
Swap Counterparty that meets or exceeds the Approved Rating Thresholds and that
is approved by the Swap Contract Administrator on terms substantially similar to
the Swap Contract; (b) obtain a guaranty of, or a contingent agreement of
another person with the Approved Rating Thresholds, to honor the Swap
Counterparty's obligations under the Swap Contract, provided that such other
person is approved by the Swap Contract Administrator; (c) post collateral in
accordance with the Credit Support Annex that is part of the Swap Contract; or
(d) establish any other arrangement satisfactory to the applicable Rating Agency
which will be sufficient to restore the immediately prior ratings of the
Interest-Bearing Certificates.

          It will also be an additional termination event under the Swap
Contract in the event that the Swap Guarantor fails to satisfy the following
ratings criteria: (A) the unsecured, long-term senior debt obligations of the
Swap Guarantor are rated at least "BBB-" by S&P, and (B) either (i) the
unsecured, long-term senior debt obligations of the Swap Guarantor are rated at
least "A2" by Moody's (including if such rating is on watch for possible
downgrade) and the unsecured, short-term debt obligations of the Swap Guarantor
are rated at least "P-1" by Moody's (including if such rating is on watch for
possible downgrade) or (ii) if the Swap Guarantor does not have a short-term
rating from Moody's, the unsecured, long-term senior debt obligations of the
Swap Guarantor are rated at least "A1" by Moody's (including if such rating is
on watch for possible downgrade); and the Swap Counterparty does not, within 10
days, after the occurrence of such a downgrade or withdrawal by S&P or Moody's,
as applicable, take the action described in either clause (a) or (b) above.

          "SWAP COUNTERPARTY TRIGGER EVENT" means an event of default under the
Swap Contract with respect to which the Swap Counterparty is the sole defaulting
party or a termination event under the Swap Contract (other than illegality or a
tax event of the Swap Counterparty) with respect to which the Swap Counterparty
is the sole affected party or with respect to a termination resulting from a
ratings downgrade of the Swap Counterparty (as described above).

          The long-term, unsecured, unsubordinated debt obligations of the Swap
Guarantor are rated "A1" and "A+" by Moody's and S&P, respectively.

          The Certificates do not represent an obligation of the Swap
Counterparty, the Swap Guarantor or the Swap Contract Administrator. The holders
of the Certificates are not parties to or beneficiaries under the Swap Contract,
the Swap Guaranty or the Swap Contract Administration Agreement and will not
have any right to proceed directly against the Swap Counterparty, the Swap
Guarantor or the Swap Administrator in respect of their respective obligations
under the Swap Contract, the Swap Guaranty or the Swap Contract Administration
Agreement.


                                      S-68



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 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 will require the Trustee to
establish 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 allocated to the Trust Fund in respect of the Corridor
Contract. On each Distribution Date, such amounts allocated to the Trust Fund in
respect of the Corridor Contract will be distributed to the Class 1-AF-1
Certificates to pay any Net Rate Carryover on such Certificates as described
under "--Distributions--Distributions of Funds from the Corridor Contract"
above.

          On each Distribution Date, to the extent that Excess Cashflow is
available as described under "--Overcollateralization Provisions" 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 Excess Cashflow is
available as described under "--Overcollateralization Provisions" above, the
Trustee will deposit in the Carryover Reserve Fund an amount equal to


                                      S-69



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
CARRYOVER RESERVE FUND DEPOSIT").

CREDIT COMEBACK EXCESS ACCOUNT

          The Pooling and Servicing Agreement will require the Trustee to
establish a reserve account (the "CREDIT COMEBACK EXCESS ACCOUNT"), which is
held in trust by the Trustee on behalf of the holders of the Interest-Bearing
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 Interest-Bearing
Certificates to restore overcollateralization and to cover any Unpaid Realized
Loss Amounts as described under "--Overcollateralization Provisions--Excess
Cashflow." Any Credit Comeback Excess Amounts remaining after the application of
such amounts as described under "--Overcollateralization Provisions--Excess
Cashflow" will be distributed to the Class C Certificates and will not be
available thereafter.

APPLIED REALIZED LOSS AMOUNTS

          If on any Distribution Date, after giving effect to the distributions
described above, the aggregate Certificate Principal Balance of the
Interest-Bearing Certificates exceeds the sum of the aggregate Stated Principal
Balance of the Mortgage Loans and the amount on deposit in the Pre-Funding
Account, the amount of such excess will be applied to reduce the Certificate
Principal Balances of the Class B, Class M-8, Class M-7, Class M-6, Class M-5,
Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that order, in
each case until the Certificate Principal Balance of such class has been reduced
to zero. After the Certificate Principal Balances of the Subordinate
Certificates have been reduced to zero, (i) if the aggregate Certificate
Principal Balance of the Class 1-AF Certificates exceeds the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group 1, the amount of such
excess will be applied to reduce the Certificate Principal Balance of the Class
1-AF Certificates, on a pro rata basis according to their respective Certificate
Principal Balances, until the Certificate Principal Balances of such classes
have been reduced to zero, and (ii) if the aggregate Certificate Principal
Balance of the Class 2-AV Certificates exceeds the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group 2, the amount of such excess will be
applied to reduce the Certificate Principal Balances of each class of Class 2-AV
Certificates, on a pro rata basis according to their respective Certificate
Principal Balances, until the Certificate Principal Balances of such classes
have been reduced to zero. Any such reduction described in this paragraph is an
"APPLIED REALIZED LOSS AMOUNT."

          If the Certificate Principal Balance of a class of Certificates has
been reduced through the application of Applied Realized Loss Amounts as
described above, interest will accrue 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.

REPORTS TO CERTIFICATEHOLDERS

          On each Distribution Date, the Trustee will forward to each
certificateholder, the Class 1-AF-5 Insurer, 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
          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,


                                      S-70



               (2) the amount of such distribution to holders of the
          Interest-Bearing Certificates allocable to interest,

               (3) the Interest Carry Forward Amounts for each class of
          Interest-Bearing Certificates (if any),

               (4) the Certificate Principal Balance of each class of
          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,

               (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 Interest-Bearing
          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 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 Certificates on such Distribution
          Date,

               (14) the amounts, if any, due to the Trust Fund, and the amounts
          received, in respect of the Corridor Contract for such Distribution
          Date,


                                      S-71



               (15) the amount of any Net Swap Payment and any Swap Termination
          Payment (a) payable to the Swap Counterparty with respect to such
          Distribution Date or (b) payable to the Swap Contract Administrator
          for such Distribution Date and allocated to the swap trust,

               (16) the amount of Applied Realized Loss Amounts and Subsequent
          Recoveries, if any, applied to each class of Certificates for such
          Distribution Date,

               (17) all payments made by the Master Servicer in respect of
          Compensating Interest for such Distribution Date, and

               (18) all amounts paid to the Class 1-AF-5 Insurer in respect of
          any premiums payable with respect to the Class 1-AF-5 Policy and in
          respect of the Class 1-AF-5 Reimbursement Amount for such Distribution
          Date.

The Trustee may, at its option, make the statements described above available to
certificateholders and the Class 1-AF-5 Insurer on the Trustee's website.
Assistance in using the Trustee's website may be obtained by calling the
Trustee's customer service desk at (800) 254-2826. 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.

CLASS 1-AF-5 CERTIFICATE GUARANTY INSURANCE POLICY

          The following summary of terms of the Class 1-AF-5 certificate
guaranty insurance policy (the Class 1-AF-5 Policy to be issued by Financial
Security Assurance Inc., which is referred to herein as "FSA" or the "CLASS
1-AF-5 INSURER") does not purport to be complete and is qualified in its
entirety by reference to the Class 1-AF-5 Policy.

          Simultaneously with the issuance of the Class 1-AF-5 Certificates, FSA
will deliver the Class 1-AF-5 Policy to the Trustee, for the benefit of the
holders of the Class 1-AF-5 Certificates. Under the Class 1-AF-5 Policy, FSA
unconditionally and irrevocably guarantees to the Trustee, for the benefit of
any holder of a Class 1-AF-5 Certificate the full and complete payment of (1)
Guaranteed Distributions on the Class 1-AF-5 Certificates and (2) the amount of
any Guaranteed Distribution which subsequently is avoided in whole or in part as
a preference payment under applicable law.

          "GUARANTEED DISTRIBUTIONS" means, with respect to any Distribution
Date, the distribution to be made to holders of the Class 1-AF-5 Certificates in
an aggregate amount equal to (i) the amount, if any, by which the amount
available to be distributed to the Class 1-AF-5 Certificates, pursuant to the
priority of payment set forth in the Pooling and Servicing Agreement, is less
than the Required Distributions for such Distribution Date and (ii) to the
extent unpaid on the Last Scheduled Distribution Date for the Class 1-AF-5
Certificates, after payment of all other amounts due to the Class 1-AF-5
Certificates, the sum of (a) any remaining Certificate Principal Balance of the
Class 1-AF-5 Certificates and (b) the amount of any Applied Realized Loss Amount
allocated to the Class 1-AF-5 Certificates prior to the Last Scheduled
Distribution Date to the extent the Class 1-AF-5 Insurer has not paid such
Applied Realized Loss Amount and the Class 1-AF-5 Certificateholders have not
received any Subsequent Recovery related to such Applied Realized Loss Amount
(in each case after giving effect to all distributions, other than Required
Distributions, to be made on such Distribution Date); provided, however, that
Guaranteed Distributions will not include, and the Class 1-AF-5 Policy will not
cover interest shortfalls resulting from Prepayment Interest Shortfalls,
interest shortfalls resulting from the application of the Relief Act or similar
state or local laws, any Net Rate Carryover amounts, or any taxes, withholding
or other charges imposed by any governmental authority. Guaranteed Distributions
shall not include (x) any portion of a Guaranteed Distribution due to holders of
Class 1-AF-5 Certificates because a notice and certificate in proper form as
required by the Class 1-AF-5 Policy was not timely received by the Class 1-AF-5
Insurer and (y) any portion of a Guaranteed Distribution due to holders of the
Class 1-AF-5 Certificates representing interest on any unpaid interest accrued
from and including the date of payment by the Class 1-AF-5 Insurer of the amount
of such unpaid interest. For purposes of the definition of "Guaranteed
Distributions," any payment of interest previously made by FSA under the Class
1-AF-5 Policy shall be excluded, from and including the date of payment by FSA
thereof, when calculating interest that is carried forward.


                                      S-72



          "REQUIRED DISTRIBUTIONS" means with respect to any Distribution Date,
the sum, without duplication, of (i) the amount of interest that has accrued on
the Class 1-AF-5 Certificates at the then-applicable Pass-Through Rate during
the applicable Accrual Period with respect to the Class 1-AF-5 Certificates, net
of any interest shortfalls resulting from Prepayment Interest Shortfalls and any
interest shortfalls resulting from the application of the Relief Act or similar
state or local laws or Net Rate Carryover amounts, (ii) at the election of the
Class 1-AF-5 Insurer in its sole discretion, any Applied Realized Loss Amount
allocated to the Class 1-AF-5 Certificates on or prior to that Distribution Date
and (iii) the amount of interest that has accrued on any Applied Realized Loss
Amount allocated to the Class 1-AF-5 Certificates prior to such Distribution
Date at the then-applicable Pass-Through Rate, in the case of each of clause
(ii) and clause (iii) to the extent the Class 1-AF-5 Insurer has not paid such
Applied Realized Loss Amount and the Class 1-AF-5 Certificateholders have not
received any Subsequent Recovery relating to such Applied Realized Loss Amount.

          Payment of claims on the Class 1-AF-5 Policy made in respect of
Guaranteed Distributions will be made by FSA following receipt by FSA of the
appropriate notice for payment on the later to occur of (1) 12:00 noon New York
City time, on the second business day following receipt of such notice for
payment and (2) 12:00 noon New York City time, on the date on which such payment
was due on the Class 1-AF-5 Certificates, as applicable.

          FSA shall be entitled to pay any amount thereunder in respect of
Guaranteed Distributions, including any acceleration payment, whether or not any
notice and certificate shall have been received by FSA, shall be entitled to pay
principal under the Class 1-AF-5 Policy on an accelerated basis if FSA shall so
elect in its sole discretion, at any time or from time to time, in whole or in
part, at an earlier Distribution Date than provided in the definition of
"Guaranteed Distributions," if such principal would have been payable under the
Pooling and Servicing Agreement were funds sufficient to make such payment
available to the trustee for such purpose.

          If payment of any amount avoided as a preference under applicable
bankruptcy, insolvency, receivership or similar law is required to be made under
the Class 1-AF-5 Policy, FSA shall cause that payment to be made on the later of
(a) the date when due to be paid pursuant to the order described below or (b)
the first to occur of (1) the fourth business day following receipt by FSA from
the Trustee, of: (A) a certified copy of the order (the "ORDER") of the court or
other governmental body which exercised jurisdiction to the effect that the
holder of such Class 1-AF-5 Certificate is required to return principal or
interest paid on such certificate during the term of the Class 1-AF-5 Policy
because those distributions were avoidable as preference payments under
applicable bankruptcy law, (B) a certificate of the holder of such Class 1-AF-5
Certificate, that the Order has been entered and is not subject to any stay, and
(C) an assignment duly executed and delivered by the holder of such Class 1-AF-5
Certificate, in the form as is reasonably required by FSA and provided to the
holder of such Class 1-AF-5 Certificate, by FSA, irrevocably assigning to FSA
all rights and claims of the holder of such Class 1-AF-5 Certificate, relating
to or arising under such Class 1-AF-5 Certificate, against the trust or
otherwise with respect to the preference payment, or (2) the date of receipt by
FSA from the Trustee, of the items referred to in clauses (A), (B) and (C) above
if, at least four business days prior to the date of receipt, FSA shall have
received written notice from the Trustee, that the items referred to in clauses
(A), (B) and (C) above were to be delivered on that date and that date was
specified in the notice. Payment shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order
and not to the Trustee, or any holder of a Class 1-AF-5 Certificate, directly,
unless a holder of a Class 1-AF-5 Certificate has previously paid that amount to
the receiver, conservator, debtor-in-possession or trustee in bankruptcy named
in the Order in which case the payment shall be disbursed to the Trustee, for
distribution to the holder of such Class 1-AF-5 Certificate upon proof of
payment reasonably satisfactory to FSA. In connection with the foregoing, FSA
shall have the rights provided pursuant to the Pooling and Servicing Agreement
to the holders of the Class 1-AF-5 Certificates including, without limitation,
the right to direct all matters relating to any preference claim and subrogation
to the rights of the Trustee, and each holder of a Class 1-AF-5 Certificate in
the conduct of any proceeding with respect to a preference claim.

          The terms "RECEIPT" and "RECEIVED," with respect to the Class 1-AF-5
Policy, shall mean actual delivery to FSA and to its fiscal agent, if any, prior
to 12:00 noon, New York City time, on a business day; delivery either on a day
that is not a business day or after 12:00 noon, New York City time, shall be
deemed to be receipt on the next succeeding business day. If any notice or
certificate given under the Class 1-AF-5 Policy by the Trustee, is not in proper
form or is not properly completed, executed or delivered or contains any
misstatement, it shall be deemed not to have been received, and FSA or the
fiscal agent shall promptly so advise the Trustee, and the Trustee, may submit
an amended notice.


                                      S-73



          Under the Class 1-AF-5 Policy, "BUSINESS DAY" means any day other than
a Saturday, Sunday, legal holiday or other day on which banking institutions in
New York, New York, or any other location of any successor servicer or successor
Trustee are authorized or obligated by law, executive order or governmental
decree to be closed.

          FSA's obligations under the Class 1-AF-5 Policy in respect of
Guaranteed Distributions shall be discharged to the extent funds are transferred
to the Trustee, as provided in the Class 1-AF-5 Policy whether or not those
funds are properly applied by the Trustee.

          FSA shall be subrogated to the rights of the holder of a Class 1-AF-5
Certificate to receive payments of principal and interest to the extent of any
payment by FSA under the Class 1-AF-5 Policy.

          Claims under the Class 1-AF-5 Policy constitute direct, unsecured and
unsubordinated obligations of FSA ranking not less than pari passu with other
unsecured and unsubordinated indebtedness of FSA for borrowed money. Claims
against FSA under the Class 1-AF-5 Policy and claims against FSA under each
other financial guaranty insurance policy issued thereby constitute pari passu
claims against the general assets of FSA. The terms of the Class 1-AF-5 Policy
cannot be modified or altered by any other agreement or instrument, or by the
merger, consolidation or dissolution of the trust fund. The Class 1-AF-5 Policy
may not be canceled or revoked prior to payment in full of all Guaranteed
Distributions with respect to the Class 1-AF-5 Certificates.

          THE CLASS 1-AF-5 POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY
INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
THE CLASS 1-AF-5 POLICY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

THE CLASS 1-AF-5 INSURER

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

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

          General. Financial Security Assurance Inc., which is referred to in
this prospectus supplement as the "Class 1-AF-5 Insurer" or "FSA", is a
financial guaranty insurance company incorporated in 1984 under the laws of the
State of New York. FSA is licensed to engage in financial guaranty insurance
business in all 50 states, the District of Columbia, Puerto Rico, the U.S.
Virgin Islands and Guam.

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


                                      S-74



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

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

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

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

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



                                                                                   September 30, 2005
                                                                                   ------------------
                                                                                     (In thousands)
                                                                                       (unaudited)

Deferred Premium Revenue (net of prepaid reinsurance premiums)..................        $1,448,209
                                                                                        ----------
Surplus Notes...................................................................           108,850

Shareholder's Equity:
   Common Stock.................................................................            15,000
   Additional Paid-In Capital...................................................           847,372
   Accumulated Other Comprehensive Income (net of deferred income taxes)........           123,288
   Accumulated Earnings.........................................................         1,882,318
                                                                                        ----------
Total Shareholder's Equity......................................................         2,867,978
                                                                                        ----------
Total Deferred Premium Revenue (net), Surplus Notes and Shareholder's Equity....        $4,425,037
                                                                                        ==========


          For further information concerning FSA, see the FSA and Subsidiaries
Consolidated Financial Statements, and the notes thereto, incorporated by
reference in this prospectus supplement. FSA's financial statements are included
as exhibits to reports filed with the Securities and Exchange Commission by
Holdings pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (as amended, the "Exchange Act") and may be reviewed at the
EDGAR web site maintained by the Securities and Exchange Commission. Copies of
the statutory quarterly and annual statements filed with the State of New York
Insurance Department by FSA are available upon request to the State of New York
Insurance Department.


                                      S-75



Incorporation of Certain Documents by Reference

          The consolidated financial statements of FSA included in, or as
exhibits to, the Current Report on Form 8-K filed on November 22, 2005 by
Holdings with the Securities and Exchange Commission, are hereby incorporated by
reference in this prospectus supplement.

          All financial statements of FSA included in, or as exhibits to,
documents filed by Holdings pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, after the filing of this prospectus supplement and before the
termination of the offering of the Class 1-AF-5 Certificates, shall be deemed
incorporated by reference into this prospectus supplement.

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

          The Depositor, on behalf of the Trust Fund, hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the trust's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act and each filing of the financial statements of FSA included
in or as an exhibit to the Annual Report of Holdings filed pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this prospectus supplement shall be deemed to be a new registration statement
relating to the Class 1-AF-5 Certificates offered herein, and the offering of
the Class 1-AF-5 Certificates at that time shall be deemed to be the initial
bona fide offering thereof.

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

ADDITIONAL CONSIDERATIONS CONCERNING THE CLASS 1-AF-5 POLICY AND THE CLASS
1-AF-5 INSURER

          The information under "-- The Class 1-AF-5 Insurer" has been provided
by the Class 1-AF-5 Insurer. None of the Sellers, the Depositor, the Master
Servicer, the Trustee or the Underwriters or any of their respective affiliates
makes any representation as to the accuracy or completeness of this information.

          The Class 1-AF-5 Insurer shall be fully subrogated to the rights of
each holder of a Class 1-AF-5 Certificate to receive principal and interest
distributions from the trust fund on those Class 1-AF-5 Certificates to the
extent the Class 1-AF-5 Insurer makes payments, directly or indirectly, on
account of principal or interest on any Class 1-AF-5 Certificates under the
Class 1-AF-5 Policy. To the extent that the Class 1-AF-5 Insurer has paid any
amounts with respect to interest and principal, the Class 1-AF-5 Insurer will be
subrogated to the Class 1-AF-5 Certificates with respect to such amounts and
will be entitled to those amounts on a pro rata basis with the Class 1-AF-5
Certificates as subrogee.

          Pursuant to the terms of the Pooling and Servicing Agreement, unless
the Class 1-AF-5 Insurer defaults under its obligations under the Class 1-AF-5
Policy, the Class 1-AF-5 Insurer will be entitled to exercise the Voting Rights
of the Class 1-AF-5 Certificateholders, without the consent of the Class 1-AF-5
Certificateholders, and the Class 1-AF-5 Certificateholders may exercise such
rights only with the prior written consent of the Class 1-AF-5 Insurer.


                                      S-76



AMENDMENT

          The Pooling and Servicing Agreement may be amended by the Depositor,
the Master Servicer, the Sellers and the Trustee, with the consent of the NIM
Insurer but without the consent of any of the 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 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 respects the rights or
          interests of the Class 1-AF-5 Insurer without its consent, which such
          consent shall not be unreasonably withheld.

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 original
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 (i) 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 and (ii) unless the
Class 1-AF-5 Insurer otherwise consents, the purchase price will in no event be
less than an amount that would result in a final distribution to the Class
1-AF-5 Certificates and the Class 1-AF-5 Insurer, respectively, that is
sufficient (x) to pay the Class 1-AF-5 Certificates in full and (y) to pay any
amounts due and payable to the Class 1-AF-5 Insurer pursuant to the Pooling and
Servicing Agreement.

          The NIM Insurer may also have the right to purchase all remaining
Mortgage Loans and REO Properties in the Trust Fund.

          Proceeds from a purchase will be distributed to the certificateholders
and the Class 1-AF-5 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


                                      S-77



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,

               (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,

               (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-78



          As of any date of determination:

o    holders of the Class P, Class C and Class A-R Certificates will each be
     allocated 1% of all voting rights in respect of the Certificates
     (collectively, the "VOTING RIGHTS") (for a total of 3% 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-AF-5 Certificates are outstanding or any amounts are
owed the Class 1-AF-5 Insurer under the Pooling and Servicing Agreement, the
Class 1-AF-5 Insurer will have all of the Voting Rights of the Class 1-AF-5
Certificates unless the Class 1-AF-5 Insurer defaults on its obligations under
the Class 1-AF-5 Policy.

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 NIM Insurer or
from holders of Certificates having not less than 25% of the Voting Rights
(subject to the consent of the Class 1-AF-5 Insurer, which consent shall not be
unreasonably withheld) 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 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.

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 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
P and Class C 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


                                      S-79



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 Interest-Bearing 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 in each Loan Group and 90% of
the Subsequent Mortgage Loans in each Loan Group (the "DELAY DELIVERY MORTGAGE
LOANS"), the Depositor may deliver the related 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 Mortgage Files relating to Mortgage Loans
sold by it, or, at the Depositor's direction, to the 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
92.31% and 85.79% of the Mortgage Loans in the Statistical Calculation Pool in
respect of Loan Group 1 and Loan Group 2, respectively, in each case by Stated
Principal Balance of the Mortgage Loans in the Statistical Calculation Pool in
respect of the related Loan Group, require the payment of a prepayment charge in
connection with certain prepayments, generally no later than the first five
years 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.

          In addition, no less than approximately 9.24% and 34.47% of the
Mortgage Loans in the Statistical Calculation Pool in respect of Loan Group 1
and Loan Group 2, respectively, in each case by Stated Principal Balance of the
Mortgage Loans in the Statistical Calculation Pool in respect of the related
Loan Group provide for only payments of interest and do not provide for any
payments of principal for an extended period following their origination. These
Mortgage Loans may involve a greater degree of risk because, if the related
mortgagor defaults,


                                      S-80



the outstanding principal balance of the Mortgage Loans will be higher than for
amortizing Mortgage Loans. During their interest only periods, these Mortgage
Loans may be less likely to prepay as the interest only feature may reduce the
perceived benefits of refinancing due to the smaller monthly payment. However,
as an interest only mortgage loan approaches the end of its interest only
period, it may be more likely to be prepaid, even if market interest rates at
the time are only slightly higher or lower than the interest rate on the
interest only mortgage loans as the related borrowers seek to avoid increases in
their respective monthly mortgage payment.

          The timing of changes in the rate of prepayments may significantly
affect the actual yield to investors who purchase the Interest-Bearing
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 Interest-Bearing 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 Interest-Bearing 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 1-AF-6 Certificates will not be entitled to distributions of
principal until the Distribution Date in January 2009 (except as otherwise
described in this prospectus supplement). Thereafter, the relative entitlement
of the Class 1-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 INTEREST-BEARING CERTIFICATES

          The extent to which the yield to maturity of the Interest-Bearing
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 Interest-Bearing 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 Interest-Bearing
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 Fixed Rate Mortgage
Loans in either Loan Group with higher Mortgage Rates prepay at rates higher
than other Mortgage Loans in that Loan Group, the applicable Net Rate Cap may be
lower than otherwise would be the case. As a result, the interest payable on the
related 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 Fixed Rate Mortgage Loans 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 Hybrid Mortgage Loans may differ as they
approach their respective initial Adjustment Dates, and prepayments on Mortgage
Loans with interest-only terms may differ as they approach the ends of their
interest-only periods. No assurance can be given as to the level of prepayment
that the Adjustable Rate Mortgage Loans will experience.


                                      S-81



          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 Adjustable Rate 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 Interest-Bearing 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 portion of any proceeds of the Corridor Contract that will be
payable to the Trust Fund under the Corridor Contract Administration Agreement
are intended to provide the Class 1-AF-1 Certificates some protection against
Net Rate Carryover. However, the portion of the payments that will be allocated
to the Trust Fund in respect of the Corridor Contract will be based on the
lesser of the Corridor Contract Notional Balance and the Certificate Principal
Balance of the Class 1-AF-1 Certificates, and not on the actual Stated Principal
Balances of the related Mortgage Loans. Therefore, the Corridor Contract may not
provide sufficient funds to cover such Net Rate Carryover.

          In addition, payments under the Corridor Contract 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 Class 1-AF-1 Certificates to the extent described under
"Description of the Certificates - The Corridor Contract" above. Although
amounts allocated to the Trust Fund in respect of the Corridor Contract will be
available to pay Net Rate Carryover on the Class 1-AF-1 Certificates to the
extent described under "Description of the Certificates - Distributions -
Distributions of Funds from the Corridor Contract" above, on or prior to the
Corridor Contract Termination Date, there is no assurance that funds will be
available or sufficient to pay such amounts. The ratings assigned to the Class
1-AF-1 Certificates do not address the likelihood of the payment of the Net Rate
Carryover.

          The portion of any proceeds of the Swap Contract that will be payable
to the swap trust under the Swap Contract Administration Agreement are intended
to provide amounts to the Swap Certificates to cover any unpaid Current
Interest, Interest Carry Forward Amounts, Net Rate Carryover and Unpaid Realized
Loss Amounts and to restore or maintain overcollateralization. However, any Net
Swap Payment payable by the Swap Contract Counterparty will be based on the
lesser of the applicable Swap Contract Notional Balance and the aggregate
Certificate Principal Balance of the Swap Certificates, and not on the actual
Stated Principal Balances of the Mortgage Loans. Therefore, the Swap Contract
may not provide sufficient funds to cover any unpaid Current Interest, Interest
Carry Forward Amounts, Net Rate Carryover and Unpaid Realized Loss Amounts with
respect to the Swap Certificates and to restore or maintain
overcollateralization for those Certificates. See "Description of the
Certificates -- The Swap Contract" above.

          Although amounts allocated to the Trust Fund in respect of the Swap
Contract will be available to cover any unpaid Current Interest, Interest Carry
Forward Amounts, Net Rate Carryover and Unpaid Realized Loss Amounts with
respect to the Interest-Bearing Certificates and to restore or maintain
overcollateralization for those Certificates to the extent described under
"Description of the Certificates -- The Swap Contract" above, on or prior to the
Swap Contract Termination Date, there is no assurance that funds will be
available or sufficient to pay such amounts.

          In addition, for so long as one-month LIBOR is less than 4.90% (or, in
cases where the accrual period for the floating rate payment payable by the swap
counterparty is not 30 days, 4.90% multiplied by a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in that
accrual period), the Trust will be required to cover Net Swap Payments due to
the Swap Counterparty, thereby reducing the amount of available funds that are
available to make distributions on the Interest-Bearing Certificates. In
addition, any Swap Termination Payment payable to the Swap Counterparty (other
than a Swap Termination Payment resulting from a


                                      S-82



Swap Counterparty Trigger Event) in the event of early termination of the Swap
Contract will reduce amounts available for distribution to holders of the
Interest-Bearing Certificates. As of December 22, 2005, One-Month LIBOR is
4.379%.

          The effective yield to the holders of the Fixed Rate 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:

CLASS OF CERTIFICATES   DISTRIBUTION DATE
---------------------   -----------------
Class 1-AF-1             October 2025
Class 1-AF-2             December 2026
Class 1-AF-3               June 2033
Class 1-AF-4              August 2034
Class 1-AF-5              April 2036
Class 1-AF-6             February 2036
Class 2-AV-1              August 2028
Class 2-AV-2              March 2035
Class 2-AV-3              April 2036
Class M-1                 March 2036
Class M-2                 March 2036
Class M-3                February 2036
Class M-4                February 2036
Class M-5                January 2036
Class A-R                January 2006

          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 original Pre-Funded Amount.

PREPAYMENT MODEL

          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


                                      S-83



loans for the life of such mortgage loans. For example, a 100% FRPV assumes a
constant prepayment rate ("CPR") of 2.2% 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 2.2% 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 22% per
annum. For the Adjustable Rate Mortgage Loans, the Prepayment Model used in this
prospectus supplement ("ADJUSTABLE RATE PREPAYMENT VECTOR" or "ARPV") 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 the mortgage
loans. 100% ARPV assumes 6% CPR in month 1, an additional 1/11th of 22% CPR for
each month thereafter, increasing to 28% CPR in month 12 and remaining constant
at 28% CPR until month 33, increasing to and remaining constant at 50% CPR from
month 34 until month 38, decreasing 1/4th of 20% CPR for each month thereafter,
decreasing to 30% CPR in month 42 and remaining constant at 30% CPR from month
43 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 applicable Prepayment Model means 100% FRPV or 100% ARPV, as the case may
be.

          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.

DECREMENT TABLES; WEIGHTED AVERAGE LIVES

          The tables below set forth the percentages of the initial Certificate
Principal Balance of each class of Offered Certificates that will be outstanding
as of the twelfth Distribution Date and every twelfth Distribution Date
thereafter at the respective percentages of the Prepayment Model. Those
percentages have been rounded to the nearest whole percentages, and an asterisk
(*) indicates a percentage less than 0.5% and greater than 0%. In addition, the
tables below set forth the weighted average lives of each class of Offered
Certificates to maturity and to optional termination at the respective
percentages of the Prepayment Model. Each weighted average life of any
Certificate presented below 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 January 2006, 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) Scheduled Payments are assumed to be received on the first
          day of each month commencing in January 2006, 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 December
          2005, and include 30 days' interest thereon,

               (5) the level of the Mortgage Index remains constant at 4.580%
          per annum, and the level of One-Month LIBOR remains constant at 4.291%
          per annum,


                                      S-84



               (6) the Pass-Through Margins or fixed rates for the
          Interest-Bearing 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 Certificates are issued on December 30, 2005,

               (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

                    (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 so that each Mortgage
          Loan will amortize in amounts sufficient to repay the remaining
          principal balance of such Mortgage Loan over the 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, if any, 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-85



                           LOAN GROUP 1 MORTGAGE LOANS



                                                               REMAINING     ORIGINAL
                   ADJUSTED         GROSS        REMAINING      TERM TO    INTEREST-ONLY               CREDIT
   PRINCIPAL     NET MORTGAGE     MORTGAGE      AMORTIZATION    MATURITY        TERM          AGE     COMEBACK   AMORTIZATION
  BALANCE ($)    RATE (%) (1)   RATE (%) (2)   TERM (MONTHS)    (MONTHS)      (MONTHS)     (MONTHS)    FEATURE      METHOD
--------------   ------------   ------------   -------------   ---------   -------------   --------   --------   ------------

    310,171.44      6.457235       6.966235         178           178           N/A            2          No         Level
     59,780.85     10.366000      10.875000         178           178           N/A            2         Yes         Level
    129,753.56      6.116000       6.625000         178           178           N/A            2          No         Level
    290,988.90      5.807958       6.316958         178           178           N/A            2          No         Level
    118,884.73      5.791000       6.300000         177           177           N/A            3          No         Level
    127,276.82      6.241000       6.750000         178           178           N/A            2          No         Level
  2,658,151.64      6.134906       6.643906         178           178           N/A            2          No         Level
    430,115.15      5.291137       5.800137         178           178           N/A            2          No         Level
    286,788.80      7.322100       7.831100         178           178           N/A            2         Yes         Level
 13,379,037.68      6.377273       6.886273         357           357           N/A            2          No         Level
  1,587,495.83      8.062299       8.571299         358           358           N/A            2         Yes         Level
  8,878,070.35      6.630922       7.139922         358           358           N/A            2          No         Level
    578,336.88      8.250650       8.759650         357           357           N/A            3          No         Level
    873,068.30      8.113745       8.622745         358           358           N/A            2         Yes         Level
  5,719,672.74      6.276341       6.785341         357           357           N/A            2          No         Level
    237,003.93      5.866000       6.375000         358           358           N/A            2          No         Level
    959,986.22      5.818623       6.327623         358           358           N/A            2          No         Level
    570,024.40      5.970603       6.479603         358           358           N/A            2          No         Level
    566,188.77      7.406161       7.915161         358           358           N/A            2         Yes         Level
 19,624,914.74      6.066564       6.575564         358           358           N/A            2          No         Level
    404,583.68      5.893788       6.402788         358           358           N/A            2          No         Level
    132,367.33      5.991000       6.500000         358           358           N/A            2          No         Level
  1,558,288.22      6.894153       7.403153         358           358           N/A            2          No         Level
  2,060,550.85      5.932115       6.441115         358           358           N/A            2          No         Level
  3,139,858.20      6.154523       6.663523         358           358           N/A            2          No         Level
    687,653.77      5.910312       6.419312         357           357           N/A            3          No         Level
    996,450.89      7.794556       8.303556         358           358           N/A            2         Yes         Level
    124,130.39      7.366000       7.875000         358           358           N/A            2         Yes         Level
     50,030.25     10.491000      11.000000         354           354           N/A            3         Yes         Level
    221,008.30      7.241000       7.750000         358           358           N/A            2         Yes         Level
105,799,635.14      5.904810       6.413810         358           358           N/A            2          No         Level
    418,609.16      6.320659       6.829659         358           358           N/A            2          No         Level
    319,889.69      7.039886       7.548886         358           358           N/A            2          No         Level
  7,727,650.47      6.197601       6.706601         358           358           N/A            2          No         Level
    701,891.59      6.867706       7.376706         358           358           N/A            2          No         Level
  8,043,968.25      7.553341       8.062341         358           358           N/A            2         Yes         Level
    151,594.74      8.116000       8.625000         358           358           N/A            2         Yes         Level
    511,108.57      7.722318       8.231318         358           358           N/A            2         Yes         Level
    649,533.27      6.021817       6.530817         300           358            60            2          No         Level
    232,190.63      6.241000       6.750000         300           358            60            2          No         Level
    392,053.38      6.793580       7.302580         300           358            60            2          No         Level
  1,432,175.83      5.842097       6.351097         300           358            60            2          No         Level
 15,483,711.39      5.859877       6.368877         300           358            60            2          No         Level
    228,687.76      6.241000       6.750000         300           358            60            2          No         Level
    840,289.89      6.022339       6.531339         300           358            60            2          No         Level
    144,606.77      6.866000       7.375000         300           358            60            2          No         Level
    161,769.86      6.991000       7.500000         357           177           N/A            3          No        Balloon


----------
(1)  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.

(2)  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.


                                      S-86



                           LOAN GROUP 2 MORTGAGE LOANS



                                                                         REMAINING
                         ADJUSTED NET                      REMAINING      TERM TO      ORIGINAL
                        MORTGAGE RATE   GROSS MORTGAGE    AMORTIZATION    MATURITY   INTEREST-ONLY      AGE          INITIAL
PRINCIPAL BALANCE ($)        (%)           RATE (%)      TERM (MONTHS)    (MONTHS)   TERM (MONTHS)   (MONTHS)   PERIODIC CAP (%)
---------------------   -------------   --------------   -------------   ---------   -------------   --------   ----------------

       190,373.17          5.741000         6.250000          358           358           N/A            2          1.000000
       515,432.04          6.350693         6.859693          358           358           N/A            2          1.000000
       127,828.77          6.241000         6.750000          358           358           N/A            2          1.000000
       379,106.01          7.366000         7.875000          358           358           N/A            2          1.000000
       242,570.04          5.616000         6.125000          358           358           N/A            2          1.000000
     3,081,236.02          7.363164         7.872164          358           358           N/A            2          1.817623
     1,759,046.27          6.548657         7.057657          358           358           N/A            2          1.886126
       155,436.71          6.991000         7.500000          358           358           N/A            2          1.500000
       264,388.11          8.361000         8.870000          357           357           N/A            3          3.000000
       285,398.87          5.991000         6.500000          357           357           N/A            3          3.000000
    38,869,798.13          6.508137         7.017137          358           358           N/A            2          1.900192
       832,853.97          5.591043         6.100043          358           358           N/A            2          1.500000
       300,945.88          8.241000         8.750000          358           358           N/A            2          1.500000
       361,626.37          5.770657         6.279657          358           358           N/A            2          2.147519
       647,029.94          6.839874         7.348874          358           358           N/A            2          2.407643
     1,032,047.63          7.255614         7.764614          358           358           N/A            2          3.000000
       348,462.88          6.460345         6.969345          356           356           N/A            4          1.252693
       310,504.30          7.387060         7.896060          358           358           N/A            2          1.837086
       214,352.24          6.991000         7.500000          358           358           N/A            2          3.000000
       709,868.37          6.821233         7.330233          336           358            24            2          1.500000
     1,607,201.09          7.030402         7.539402          336           358            24            2          1.500000
    25,143,660.95          6.107941         6.616941          336           358            24            2          1.583605
       298,782.38          5.891000         6.400000          336           357            24            3          1.500000
       506,173.61          5.830286         6.339286          336           358            24            2          1.500000
     4,273,854.96          6.150882         6.659882          300           357            60            3          2.700156
       145,123.20          5.991000         6.500000          300           357            60            3          3.000000
       371,997.46          7.189056         7.698056          300           357            60            3          3.000000
       155,517.84          7.891000         8.400000          300           358            60            2          3.000000
       482,070.14          5.991000         6.500000          336           358            24            2          1.500000
       153,459.00          6.481000         6.990000          336           356            24            4          3.000000
       520,234.03          6.587332         7.096332          300           356            60            4          2.218147
    17,010,691.13          6.849554         7.358554          358           358           N/A            2          1.536917
     3,451,999.29          6.703263         7.212263          358           358           N/A            2          1.571618
       174,755.29          6.341000         6.850000          358           358           N/A            2          3.000000
     4,863,329.22          6.610974         7.119974          358           358           N/A            2          1.654834
       741,579.29          6.418762         6.927762          358           358           N/A            2          1.500000
       362,319.51          7.491000         8.000000          358           358           N/A            2          1.500000
    39,072,954.30          6.447154         6.956154          358           358           N/A            2          1.724905
       138,031.65         10.116000        10.625000          357           357           N/A            3          1.500000
       320,022.08          7.241000         7.750000          358           358           N/A            2          1.500000
     1,788,627.02          6.983475         7.492475          358           358           N/A            2          1.500000
     5,260,706.07          6.194643         6.703643          358           358           N/A            2          2.147940
     1,249,544.04          6.181007         6.690007          357           357           N/A            3          2.194809



                                                                 MAXIMUM         MINIMUM       MONTHS TO     RESET
                           SUBSEQUENT                         MORTGAGE RATE   MORTGAGE RATE    NEXT RATE   FREQUENCY
PRINCIPAL BALANCE ($)   PERIODIC CAP (%)   GROSS MARGIN (%)        (%)             (%)        ADJUSTMENT    (MONTHS)
---------------------   ----------------   ----------------   -------------   -------------   ----------   ---------

       190,373.17           1.000000           6.375000         13.250000        6.250000          4           6
       515,432.04           1.000000           7.435896         13.859693        6.859693          4           6
       127,828.77           1.000000           6.750000         13.750000        6.750000          4           6
       379,106.01           1.000000           7.750000         14.875000        7.875000          4           6
       242,570.04           1.000000           7.750000         13.125000        6.125000          4           6
     3,081,236.02           1.346208           7.357202         14.793682        7.872164         22           6
     1,759,046.27           1.441086           6.046197         13.939828        7.057657         22           6
       155,436.71           1.500000           7.750000         14.500000        7.500000         22           6
       264,388.11           1.000000           8.870000         14.870000        8.870000         21           6
       285,398.87           1.000000           5.900000         13.500000        6.500000         21           6
    38,869,798.13           1.369203           6.662149         13.810098        6.956054         22           6
       832,853.97           1.500000           3.500000         13.100043        6.100043         22           6
       300,945.88           1.500000           6.100000         15.750000        8.750000         22           6
       361,626.37           1.284160           5.782376         12.847978        6.279657         22           6
       647,029.94           1.197452           7.092082         13.743779        7.348874         22           6
     1,032,047.63           1.000000           7.764614         13.764614        7.764614         22           6
       348,462.88           1.252693           6.222477         13.969345        6.969345         20           6
       310,504.30           1.500000           7.896060         14.896060        7.896060         22           6
       214,352.24           1.000000           4.750000         13.500000        7.500000         22           6
       709,868.37           1.500000           7.449075         14.330233        7.330233         22           6
     1,607,201.09           1.500000           7.009416         14.539402        7.539402         22           6
    25,143,660.95           1.472132           6.385803         13.561204        6.616941         22           6
       298,782.38           1.500000           6.400000         13.400000        6.400000         21           6
       506,173.61           1.500000           6.484375         13.339286        6.339286         22           6
     4,273,854.96           1.023028           5.719332         12.926123        6.659882         21           6
       145,123.20           1.000000           6.500000         12.500000        6.500000         21           6
       371,997.46           1.000000           7.700086         13.698056        7.700086         21           6
       155,517.84           1.000000           8.400000         14.400000        8.400000         22           6
       482,070.14           1.500000           5.500000         13.500000        6.500000         22           6
       153,459.00           1.000000           6.990000         12.990000        6.990000         20           6
       520,234.03           1.260618           6.856564         13.617568        7.096332         20           6
    17,010,691.13           1.472568           6.752487         14.339401        7.358554         34           6
     3,451,999.29           1.476127           6.454292         14.164517        7.121148         34           6
       174,755.29           1.000000           4.850000         12.850000        6.850000         34           6
     4,863,329.22           1.448389           5.741274         14.016751        7.135257         34           6
       741,579.29           1.500000           6.084171         13.927762        6.927762         34           6
       362,319.51           1.500000           8.000000         15.000000        8.000000         34           6
    39,072,954.30           1.454396           6.319113         13.884128        6.950634         34           6
       138,031.65           1.500000           6.750000         17.625000       10.625000         33           6
       320,022.08           1.500000           6.035491         14.750000        7.750000         34           6
     1,788,627.02           1.500000           6.070107         14.492475        7.492475         34           6
     5,260,706.07           1.384858           6.102280         13.473360        6.700042         34           6
     1,249,544.04           1.194509           6.200131         13.233105        6.690007         33           6



                                      S-87





                                                                         REMAINING
                         ADJUSTED NET                      REMAINING      TERM TO      ORIGINAL
                        MORTGAGE RATE   GROSS MORTGAGE    AMORTIZATION    MATURITY   INTEREST-ONLY      AGE          INITIAL
PRINCIPAL BALANCE ($)        (%)           RATE (%)      TERM (MONTHS)    (MONTHS)   TERM (MONTHS)   (MONTHS)   PERIODIC CAP (%)
---------------------   -------------   --------------   -------------   ---------   -------------   --------   ----------------

       148,255.95          6.291000         6.800000          357           357           N/A            3          3.000000
     5,710,178.77          6.712395         7.221395          324           358            36            2          1.687050
       301,293.84          8.091000         8.600000          300           357            60            3          3.000000
     1,260,150.43          6.901670         7.410670          324           358            36            2          1.500000
     1,044,485.31          5.849774         6.358774          324           358            36            2          1.500000
       176,759.05          6.791000         7.300000          300           357            60            3          3.000000
    17,298,733.98          6.030464         6.539464          324           358            36            2          1.668368
       162,698.45          6.116000         6.625000          324           355            36            5          1.500000
       162,185.91          7.241000         7.750000          324           358            36            2          1.500000
       766,146.80          6.219290         6.728290          324           358            36            2          1.500000
     3,091,003.03          6.127482         6.636482          300           357            60            3          2.642244
       248,065.26          6.341000         6.850000          300           357            60            3          1.500000
       565,628.97          6.311952         6.820952          300           356            60            4          3.000000
       343,474.98          6.579596         7.088596          300           357            60            3          1.500000


                                                                 MAXIMUM         MINIMUM       MONTHS TO     RESET
                           SUBSEQUENT                         MORTGAGE RATE   MORTGAGE RATE    NEXT RATE   FREQUENCY
PRINCIPAL BALANCE ($)   PERIODIC CAP (%)   GROSS MARGIN (%)        (%)             (%)        ADJUSTMENT    (MONTHS)
---------------------   ----------------   ----------------   -------------   -------------   ----------   ---------

       148,255.95           1.000000           5.900000         12.800000        6.800000         33           6
     5,710,178.77           1.437650           6.618892         14.096695        7.221395         34           6
       301,293.84           1.000000           8.500000         14.600000        8.600000         33           6
     1,260,150.43           1.500000           6.530083         14.410670        7.410670         34           6
     1,044,485.31           1.500000           5.787861         13.358774        6.358774         34           6
       176,759.05           1.500000           7.300000         14.300000        7.300000         33           6
    17,298,733.98           1.443877           6.203061         13.427219        6.539464         34           6
       162,698.45           1.500000           4.000000         13.625000        6.625000         31           6
       162,185.91           1.500000           6.625000         14.750000        7.750000         34           6
       766,146.80           1.500000           5.947431         13.728290        6.728290         34           6
     3,091,003.03           1.152832           6.225371         13.107024        6.636482         33           6
       248,065.26           1.500000           6.350000         13.850000        6.850000         33           6
       565,628.97           1.000000           6.239986         12.820952        6.820952         32           6
       343,474.98           1.500000           6.838596         14.088596        7.088596         33           6



                                      S-88



    PERCENTAGES OF THE INITIAL CERTIFICATE PRINCIPAL BALANCES OF THE OFFERED
       CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL



                                           CLASS 1-AF-1                       CLASS 1-AF-2
                                 --------------------------------   --------------------------------
DISTRIBUTION DATE                 50%    75%   100%   125%   150%    50%    75%   100%   125%   150%
------------------------------   ----   ----   ----   ----   ----   ----   ----   ----   ----   ----

Initial Percentage............    100%   100%   100%   100%   100%   100%   100%   100%   100%   100%
December 25, 2006.............     72     60     48     35     22    100    100    100    100    100
December 25, 2007.............     41     16      0      0      0    100    100     39      0      0
December 25, 2008.............     12      0      0      0      0    100      0      0      0      0
December 25, 2009.............      0      0      0      0      0     15      0      0      0      0
December 25, 2010.............      0      0      0      0      0      0      0      0      0      0
December 25, 2011.............      0      0      0      0      0      0      0      0      0      0
December 25, 2012.............      0      0      0      0      0      0      0      0      0      0
December 25, 2013.............      0      0      0      0      0      0      0      0      0      0
December 25, 2014.............      0      0      0      0      0      0      0      0      0      0
December 25, 2015.............      0      0      0      0      0      0      0      0      0      0
December 25, 2016.............      0      0      0      0      0      0      0      0      0      0
December 25, 2017.............      0      0      0      0      0      0      0      0      0      0
December 25, 2018.............      0      0      0      0      0      0      0      0      0      0
December 25, 2019.............      0      0      0      0      0      0      0      0      0      0
December 25, 2020.............      0      0      0      0      0      0      0      0      0      0
December 25, 2021.............      0      0      0      0      0      0      0      0      0      0

Weighted Average Life to
Optional Termination (in
years)........................   1.76   1.26   1.00   0.84   0.73   3.83   2.61   2.00   1.63   1.37
Weighted Average Life to
Maturity (in years)...........   1.76   1.26   1.00   0.84   0.73   3.83   2.61   2.00   1.63   1.37



                                      S-89





                                           CLASS 1-AF-3                        CLASS 1-AF-4
                                 --------------------------------   ---------------------------------
DISTRIBUTION DATE                 50%    75%   100%   125%   150%    50%     75%   100%   125%   150%
------------------------------   ----   ----   ----   ----   ----   -----   ----   ----   ----   ----

Initial Percentage............    100%   100%   100%   100%   100%    100%   100%   100%   100%   100%
December 25, 2006.............    100    100    100    100    100     100    100    100    100    100
December 25, 2007.............    100    100    100     70     34     100    100    100    100    100
December 25, 2008.............    100     85     35      0      0     100    100    100     54      0
December 25, 2009.............    100     42      9      0      0     100    100    100     54      0
December 25, 2010.............     66     20      0      0      0     100    100     43      0      0
December 25, 2011.............     46      5      0      0      0     100    100      0      0      0
December 25, 2012.............     33      0      0      0      0     100     69      0      0      0
December 25, 2013.............     28      0      0      0      0     100     61      0      0      0
December 25, 2014.............     21      0      0      0      0     100     39      0      0      0
December 25, 2015.............     14      0      0      0      0     100     12      0      0      0
December 25, 2016.............      6      0      0      0      0     100      0      0      0      0
December 25, 2017.............      0      0      0      0      0      92      0      0      0      0
December 25, 2018.............      0      0      0      0      0      60      0      0      0      0
December 25, 2019.............      0      0      0      0      0      31      0      0      0      0
December 25, 2020.............      0      0      0      0      0       4      0      0      0      0
December 25, 2021.............      0      0      0      0      0       0      0      0      0      0

Weighted Average Life to
Optional Termination (in
years)........................   6.65   4.04   3.00   2.27   1.89   13.40   8.39   5.00   3.72   2.52
Weighted Average Life to
Maturity (in years)...........   6.65   4.04   3.00   2.27   1.89   13.40   8.39   5.00   3.72   2.52



                                      S-90





                                             CLASS 1-AF-5                        CLASS 1-AF-6
                                 -----------------------------------   --------------------------------
DISTRIBUTION DATE                 50%     75%     100%   125%   150%    50%    75%   100%   125%   150%
-----------------                -----   -----   -----   ----   ----   ----   ----   ----   ----   ----

Initial Percentage............     100%    100%    100%   100%   100%   100%   100%   100%   100%   100%
December 25, 2006.............     100     100     100    100    100    100    100    100    100    100
December 25, 2007.............     100     100     100    100    100    100    100    100    100    100
December 25, 2008.............     100     100     100    100      0    100    100    100    100     78
December 25, 2009.............     100     100     100    100      0     92     88     90    100     78
December 25, 2010.............     100     100     100     68      0     83     80     80     84      0
December 25, 2011.............     100     100      92     37      0     73     69     64     60      0
December 25, 2012.............     100     100      70      0      0     64     56     49      0      0
December 25, 2013.............     100     100       0      0      0     42     31      0      0      0
December 25, 2014.............     100     100       0      0      0     28     16      0      0      0
December 25, 2015.............     100     100       0      0      0     18      9      0      0      0
December 25, 2016.............     100       0       0      0      0     12      0      0      0      0
December 25, 2017.............     100       0       0      0      0      7      0      0      0      0
December 25, 2018.............     100       0       0      0      0      5      0      0      0      0
December 25, 2019.............     100       0       0      0      0      3      0      0      0      0
December 25, 2020.............     100       0       0      0      0      2      0      0      0      0
December 25, 2021.............       0       0       0      0      0      0      0      0      0      0

Weighted Average Life to
Optional Termination
(in years)....................   15.15   10.49    7.38   5.46   2.84   7.77   6.97   6.44   5.69   4.49
Weighted Average Life to
Maturity (in years)...........   20.14   14.93   10.64   7.10   2.84   7.80   7.07   6.80   6.80   6.66



                                      S-91





                                           CLASS 2-AV-1                       CLASS 2-AV-2
                                 --------------------------------   --------------------------------
DISTRIBUTION DATE                 50%    75%   100%   125%   150%    50%    75%   100%   125%   150%
-----------------                ----   ----   ----   ----   ----   ----   ----   ----   ----   ----

Initial Percentage............    100%   100%   100%   100%   100%   100%   100%   100%   100%   100%
December 25, 2006.............     73     61     48     35     22    100    100    100    100    100
December 25, 2007.............     41     16      0      0      0    100    100     91     63     37
December 25, 2008.............      5      0      0      0      0    100     61     22      0      0
December 25, 2009.............      0      0      0      0      0     74     43     21      0      0
December 25, 2010.............      0      0      0      0      0     55     28      7      0      0
December 25, 2011.............      0      0      0      0      0     45     16      0      0      0
December 25, 2012.............      0      0      0      0      0     35      7      0      0      0
December 25, 2013.............      0      0      0      0      0     25      *      0      0      0
December 25, 2014.............      0      0      0      0      0     18      0      0      0      0
December 25, 2015.............      0      0      0      0      0     11      0      0      0      0
December 25, 2016.............      0      0      0      0      0      6      0      0      0      0
December 25, 2017.............      0      0      0      0      0      1      0      0      0      0
December 25, 2018.............      0      0      0      0      0      0      0      0      0      0
December 25, 2019.............      0      0      0      0      0      0      0      0      0      0
December 25, 2020.............      0      0      0      0      0      0      0      0      0      0
December 25, 2021.............      0      0      0      0      0      0      0      0      0      0

Weighted Average Life to
Optional Termination
(in years)....................   1.74   1.27   1.00   0.83   0.72   6.22   4.15   3.00   2.23   1.89
Weighted Average Life to
Maturity (in years)...........   1.74   1.27   1.00   0.83   0.72   6.22   4.15   3.00   2.23   1.89



                                      S-92





                                            CLASS 2-AV-3                          CLASS M-1
                                 ----------------------------------   ---------------------------------
DISTRIBUTION DATE                 50%     75%    100%   125%   150%    50%     75%   100%   125%   150%
------------------------------   -----   -----   ----   ----   ----   -----   ----   ----   ----   ----

Initial Percentage............     100%    100%   100%   100%   100%    100%   100%   100%   100%   100%
December 25, 2006.............     100     100    100    100    100     100    100    100    100    100
December 25, 2007.............     100     100    100    100    100     100    100    100    100    100
December 25, 2008.............     100     100    100     54      0     100    100    100    100    100
December 25, 2009.............     100     100    100     54      0     100     84     61     68    100
December 25, 2010.............     100     100    100     54      0      97     67     45     30      0
December 25, 2011.............     100     100     91     45      0      84     54     34     20      0
December 25, 2012.............     100     100     63      0      0      72     43     25      0      0
December 25, 2013.............     100     100      0      0      0      62     35      0      0      0
December 25, 2014.............     100      77      0      0      0      53     28      0      0      0
December 25, 2015.............     100      59      0      0      0      46     22      0      0      0
December 25, 2016.............     100       0      0      0      0      39      0      0      0      0
December 25, 2017.............     100       0      0      0      0      33      0      0      0      0
December 25, 2018.............      87       0      0      0      0      28      0      0      0      0
December 25, 2019.............      72       0      0      0      0      24      0      0      0      0
December 25, 2020.............      60       0      0      0      0      20      0      0      0      0
December 25, 2021.............       0       0      0      0      0       0      0      0      0      0

Weighted Average Life to
Optional Termination (in
years)........................   14.50    9.84   7.22   4.62   2.73   10.05   6.85   5.21   4.64   4.88
Weighted Average Life to
Maturity (in years)...........   16.97   11.52   8.35   5.42   2.73   10.94   7.59   5.79   5.11   5.49



                                      S-93





                                             CLASS M-2                           CLASS M-3
                                 ---------------------------------   ---------------------------------
DISTRIBUTION DATE                 50%     75%   100%   125%   150%    50%     75%   100%   125%   150%
------------------------------   -----   ----   ----   ----   ----   -----   ----   ----   ----   ----

Initial Percentage............     100%   100%   100%   100%   100%    100%   100%   100%   100%   100%
December 25, 2006.............     100    100    100    100    100     100    100    100    100    100
December 25, 2007.............     100    100    100    100    100     100    100    100    100    100
December 25, 2008.............     100    100    100    100    100     100    100    100    100    100
December 25, 2009.............     100     84     61     43    100     100     84     61     43     63
December 25, 2010.............      97     67     45     30      0      97     67     45     30      0
December 25, 2011.............      84     54     34     20      0      84     54     34     20      0
December 25, 2012.............      72     43     25      0      0      72     43     25      0      0
December 25, 2013.............      62     35      0      0      0      62     35      0      0      0
December 25, 2014.............      53     28      0      0      0      53     28      0      0      0
December 25, 2015.............      46     22      0      0      0      46     22      0      0      0
December 25, 2016.............      39      0      0      0      0      39      0      0      0      0
December 25, 2017.............      33      0      0      0      0      33      0      0      0      0
December 25, 2018.............      28      0      0      0      0      28      0      0      0      0
December 25, 2019.............      24      0      0      0      0      24      0      0      0      0
December 25, 2020.............      20      0      0      0      0      20      0      0      0      0
December 25, 2021.............       0      0      0      0      0       0      0      0      0      0

Weighted Average Life to
Optional Termination (in
years)........................   10.05   6.85   5.19   4.49   4.52   10.05   6.85   5.18   4.40   4.24
Weighted Average Life to
Maturity (in years)...........   10.93   7.57   5.75   4.94   4.89   10.90   7.54   5.72   4.84   4.60



                                      S-94





                                             CLASS M-4                           CLASS M-5
                                 ---------------------------------   ---------------------------------
DISTRIBUTION DATE                 50%     75%   100%   125%   150%    50%     75%   100%   125%   150%
------------------------------   -----   ----   ----   ----   ----   -----   ----   ----   ----   ----

Initial Percentage............     100%   100%   100%   100%   100%    100%   100%   100%   100%   100%
December 25, 2006.............     100    100    100    100    100     100    100    100    100    100
December 25, 2007.............     100    100    100    100    100     100    100    100    100    100
December 25, 2008.............     100    100    100    100    100     100    100    100    100    100
December 25, 2009.............     100     84     61     43     30     100     84     61     43     30
December 25, 2010.............      97     67     45     30      0      97     67     45     30      0
December 25, 2011.............      84     54     34     20      0      84     54     34     20      0
December 25, 2012.............      72     43     25      0      0      72     43     25      0      0
December 25, 2013.............      62     35      0      0      0      62     35      0      0      0
December 25, 2014.............      53     28      0      0      0      53     28      0      0      0
December 25, 2015.............      46     22      0      0      0      46     22      0      0      0
December 25, 2016.............      39      0      0      0      0      39      0      0      0      0
December 25, 2017.............      33      0      0      0      0      33      0      0      0      0
December 25, 2018.............      28      0      0      0      0      28      0      0      0      0
December 25, 2019.............      24      0      0      0      0      24      0      0      0      0
December 25, 2020.............      20      0      0      0      0      20      0      0      0      0
December 25, 2021.............       0      0      0      0      0       0      0      0      0      0

Weighted Average Life to
   Optional Termination
   (in years).................   10.05   6.85   5.16   4.35   4.09   10.05   6.85   5.16   4.31   3.99
Weighted Average Life to
   Maturity (in years)........   10.88   7.52   5.69   4.78   4.44   10.85   7.49   5.66   4.72   4.32



                                      S-95



                                             CLASS A-R
                                 --------------------------------
DISTRIBUTION DATE                 50%    50%    50%    50%    50%
------------------------------   ----   ----   ----   ----   ----
Initial Percentage............    100%   100%   100%   100%   100%
December 25, 2006.............      0      0      0      0      0
December 25, 2007.............      0      0      0      0      0
December 25, 2008.............      0      0      0      0      0
December 25, 2009.............      0      0      0      0      0
December 25, 2010.............      0      0      0      0      0
December 25, 2011.............      0      0      0      0      0
December 25, 2012.............      0      0      0      0      0
December 25, 2013.............      0      0      0      0      0
December 25, 2014.............      0      0      0      0      0
December 25, 2015.............      0      0      0      0      0
December 25, 2016.............      0      0      0      0      0
December 25, 2017.............      0      0      0      0      0
December 25, 2018.............      0      0      0      0      0
December 25, 2019.............      0      0      0      0      0
December 25, 2020.............      0      0      0      0      0
December 25, 2021.............      0      0      0      0      0

Weighted Average Life
   to Optional Termination
   (in years).................   0.07   0.07   0.07   0.07   0.07
Weighted Average Life to
   Maturity (in years)........   0.07   0.07   0.07   0.07   0.07


                                      S-96



ADDITIONAL INFORMATION

          The Depositor has filed and may in the future 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
Certificates against the purchase price of the Initial Mortgage Loans on the
Closing Date and to deposit the Pre-Funded Amount, if any, in the Pre-Funding
Account.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

          For federal income tax purposes, the Trust Fund (exclusive of the
Credit Comeback Excess Account, the Carryover Reserve Fund, the Pre-Funding
Account and the Trust Fund's rights with respect to payments under the Corridor
Contract) will consist of two 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 will be referred to as an "UNDERLYING REMIC." Each underlying REMIC 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 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 and the residual interest in the Master REMIC. The assets of
the Master REMIC will consist of the underlying REMIC Regular Interests.
Aggregate distributions on the underlying REMIC Regular Interests held by the
Master REMIC will equal the aggregate distributions on the Regular Certificates
issued by the Master REMIC. The swap trust, the Swap Contract and the Swap
Account will not constitute any part of any REMIC created under the Pooling and
Servicing Agreement.

          All classes of the Regular Certificates will be treated as
representing interests in REMIC regular interests (the "REMIC REGULAR INTEREST
COMPONENT"), entitlement to receive payments of Net Rate Carryover and, in the
case of the Swap Certificates, the deemed obligation to make payments with
respect to the Swap Contract (the entitlement to payments of Net Rate Carryover
and any obligation to make payments with respect to the Swap Contract together,
(the "NET RATE CARRYOVER COMPONENT")). Holders of the Regular Certificates
("REGULAR CERTIFICATEHOLDERS") must allocate the purchase price for their
Regular Certificates between the REMIC Regular Interest Component and the Net
Rate Carryover Component.

          Depending on the class of a Regular Certificate, potential sources of
Net Rate Carryover payments may include one or more of the following: the
Corridor Contract, the Swap Contract and Excess Cashflow. Similarly, depending
on the class of Regular Certificate, the potential sources for making payments
with respect to the Swap Contract may include interest and principal payments
otherwise payable on the Regular Certificate. For federal income tax purposes,
the trustee intends to treat the rights and the obligations of a Regular
Certificateholder with respect to Net Rate Carryover and the Swap Contract as
embodied in a single contract (that is, the Net Rate Carryover Component). The
remainder of this discussion assumes such treatment is correct.

          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 rights and obligations of the
holders of the Regular Certificates with respect to the Net Rate Carryover
Component will represent, for federal income tax


                                      S-97



purposes, contractual rights and obligations coupled with regular interests
within the meaning of Treasury regulations Section 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 (including income otherwise payable on the REMIC Regular Interest
Component but used for making payments to the Swap Counterparty) must be
reported under an accrual method of accounting. Under an accrual method of
accounting, interest income may be required to be included in a holder's gross
income in advance of the holder's actual receipt of that interest income.

          The 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 acquiring
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 C Certificates with respect to
the Net Rate Carryover Component will be treated as rights and obligations under
a notional principal contract rather than as interests in a partnership for
federal income tax purposes. If these rights and obligations were treated as
representing interests in an entity taxable as a partnership for federal income
tax purposes, then there could be different tax timing consequences to all such
certificateholders and different withholding tax consequences on payments to
certificateholders who are non-U.S. Persons. Prospective investors in the
Regular Certificates are encouraged to consult their tax advisors regarding
their appropriate tax treatment.

The Rights and Obligations of the Regular Certificates With Respect to the Net
Rate Carryover Component

          For tax information reporting purposes, the Trustee (1) will treat the
Net Rate Carryover rights of the Regular Certificateholders as rights and
obligations to receive and make payments under a notional principal contract and
(2) anticipates assuming that these rights and obligations together 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.


                                      S-98



          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 encouraged 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.

          Subject to the discussion below under the caption "Alternative
Treatment of Termination-Related Payments," any payments received by a holder of
a Regular Certificate 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 (1) the periodic payments received exceeds the amortization of
the purchase price of the Net Rate Carryover Component, and (2) in the case of
the Swap Certificate, any amount payable on the REMIC Regular Interest Component
used to cover payments to the Swap Counterparty, such excess will be ordinary
income. Conversely, to the extent the sum of (1) the amortization of the
purchase price, and (2) in the case of the Swap Certificate any amount payable
on the REMIC Regular Interest Component used to cover payments to the Swap
Counterparty, exceeds the periodic payments, such excess will be allowable as an
ordinary deduction. In the case of an individual, such deduction will be subject
to the 2-percent floor imposed on miscellaneous itemized deductions under
section 67 of the Code and may be subject to the overall limitation on itemized
deductions imposed under section 68 of the Code. In addition, miscellaneous
itemized deductions are not allowed for purposes of computing the alternative
minimum tax. IN THE CASE OF INDIVIDUALS, THESE LIMITATIONS MEAN THAT INCOME
PAYABLE ON THE REMIC REGULAR INTEREST COMPONENT OF A SWAP CERTIFICATE WILL BE
INCLUDIBLE IN GROSS INCOME BUT THAT THE USE OF SUCH INCOME TO MAKE A PAYMENT TO
THE SWAP COUNTERPARTY MAY NOT BE DEDUCTIBLE.

Alternative Treatment of Termination-Related Payments

          Holders of the Swap Certificates have certain rights and obligations
with respect to payments that may be made or received if the Swap Contract
terminates ("TERMINATION PAYMENTS"). Because the termination of the Swap
Contract does not necessarily mean the termination of the rights and obligations
of the Swap Certificateholders, however, the income tax treatment of the
Termination Payments is uncertain. For income tax reporting purposes, the
trustee intends to treat any Termination Payment as part of the periodic
payments made or received with respect to the Net Rate Carryover Component, and
therefore, as part of ordinary income or ordinary deductions with respect to the
Net Rate Carryover Component. The IRS, however, could assert that the
Termination Payments should be treated as capital gain or loss. The use of any
capital loss may be limited. Prospective investors in the Swap Certificates are
encouraged to consult their tax advisors regarding the appropriate tax treatment
of any Termination Payments.

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


                                      S-99



                    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 (or greater)
proportion 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 (or
greater) proportion that the income on the assets of the Trust Fund will be so
treated. The Net Rate Carryover Component of the Regular Certificates 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.

          Because of the Net Rate Carryover Component of a Regular Certificate
(and in particular, in the case of the Swap Certificates, due to the deemed
obligation to make payments with respect to the Swap Contract) holders of
Regular Certificates are encouraged to consult with their tax advisors before
resecuritizing their Regular Certificates in a REMIC.

RESIDUAL CERTIFICATES

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

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

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


                                      S-100



after December 31, 2010. See "Material Federal Income Tax Consequences" in the
prospectus. Investors are encouraged to consult their tax advisors with respect
to both statutes.

                                   OTHER TAXES

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

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

                              ERISA CONSIDERATIONS

          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) is encouraged to 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" in the Trust Fund and, in the case of the Interest-Bearing
Certificates, in the swap trust 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 Exemption 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


                                      S-101



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.

          Except as provided below with respect to the swap trust, 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.

          The Swap Contract does not meet all of the requirements for an
"eligible swap" under the Exemption and has not been included in the Trust Fund,
and consequently an interest in the Swap Contract is not eligible for the
exemptive relief available under the Exemption. For ERISA purposes, an interest
in a Swap Certificate should represent a beneficial interest in two assets: (i)
the right to receive payments from the Trust Fund with respect to the applicable
class and without taking into account payments made or received with respect to
the Swap Contract, and (ii) the right to receive payments from the swap trust. A
Plan's purchase and holding of a Swap Certificate could constitute or otherwise
result in a prohibited transaction under ERISA and Section 4975 of the Code
between an investing Plan and the Swap Counterparty unless an exemption is
available.

          Accordingly, so long as the Swap Contract and the swap trust are in
effect, no Plan or other person using plan assets may acquire or hold any
interest in a Swap Certificate unless, in addition to satisfying the conditions,
above, of the Exemption, such acquisition and holding are eligible for the
exemptive relief available under Department of Labor Prohibited Transaction
Class Exemption ("PTCE") 84-14 (for transactions effected by independent
"qualified professional asset managers," PTCE 90-1 (for transactions by
insurance company pooled separate accounts), PTCE 91-38 (for transactions by
bank collective investment funds), PTCE 95-60 (for transactions by insurance
company general accounts), or PTCE 96-23 (for transactions effected by "in-house
asset managers") (collectively, the "INVESTOR-BASED EXEMPTIONS") or a similar
exemption. It should be noted, however, that even if the conditions specified in
one or more Investor-Based Exemptions are met, the scope of relief may not
necessarily cover all acts that might be construed as prohibited transactions.
Plan fiduciaries should consult legal counsel concerning these issues.

          As long as the Swap Contract and the swap trust are in effect, each
beneficial owner of a Swap Certificate or any interest in a Swap Certificate, by
its acceptance and holding of such Swap Certificate or interest therein, will be
deemed to have represented that either (i) it is not a Plan or a person
investing plan assets in such Swap Certificate, or (ii) its acquisition and
holding of such Swap Certificate are eligible for the exemptive relief available
under at least one of the Investor-Based Exemptions.

          THE CLASS A-R CERTIFICATES DO NOT 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


                                      S-102



     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 OR THE MASTER SERVICER 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 are encouraged to 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 Trust Fund and, in the case of the
Interest-Bearing Certificates, the swap trust represented by an interest in the
Offered Certificates is appropriate for the Plan, taking into account the
overall investment policy of the Plan and the composition of the Plan's
investment portfolio.

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

                             METHOD OF DISTRIBUTION

          Subject to the terms and conditions set forth in the Underwriting
Agreement among the Depositor, Countrywide Securities Corporation (an affiliate
of the Depositor, the Sellers and the Master Servicer) and Greenwich Capital
Markets, 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 Underwritten Certificates 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 $361,481,176 before
deducting issuance expenses payable by the Depositor, estimated to be
approximately $525,000

                            COUNTRYWIDE    GREENWICH
                            SECURITIES      CAPITAL
CLASS                       CORPORATION   MARKETS, INC.
------------------------   ------------   -------------
Class 1-AF-1............   $ 64,619,100    $ 7,179,900
Class 1-AF-2............      7,807,500        867,500
Class 1-AF-3............     37,357,200      4,150,800
Class 1-AF-4............      8,261,100        917,900
Class 1-AF-5............     13,688,100      1,520,900
Class 1-AF-6............     18,900,000      2,100,000
Class 2-AV-1............     70,065,900      7,785,100
Class 2-AV-2............     53,856,900      5,984,100
Class 2-AV-3............     12,364,200      1,373,800
Class M-1...............     10,980,000      1,220,000
Class M-2...............     10,440,000      1,160,000
Class M-3...............      6,480,000        720,000
Class M-4...............      5,760,000        640,000
Class M-5...............      5,400,000        600,000
                           ------------    -----------
   Total................   $325,980,000    $36,220,000


                                      S-103



          The Depositor has been advised by each Underwriter that it proposes
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 each
Underwriter may allow, and such dealers may reallow, a reallowance discount not
to exceed the percentage of the Certificate denomination set forth below:

                            SELLING    REALLOWANCE
CLASS                      CONCESSION    DISCOUNT
------------------------   ----------  -----------
Class 1-AF-1............    0.03050%     0.01525%
Class 1-AF-2............    0.06500%     0.03250%
Class 1-AF-3............    0.09375%     0.04688%
Class 1-AF-4............    0.25000%     0.12500%
Class 1-AF-5............    0.37500%     0.18750%
Class 1-AF-6............    0.26500%     0.13250%
Class 2-AV-1............    0.03130%     0.01565%
Class 2-AV-2............    0.06250%     0.03125%
Class 2-AV-3............    0.10000%     0.05000%
Class M-1...............    0.25000%     0.12500%
Class M-2...............    0.30000%     0.15000%
Class M-3...............    0.40000%     0.20000%
Class M-4...............    0.45000%     0.22500%
Class M-5...............    0.50000%     0.25000%

          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").

          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 Countrywide Home Loans (or an affiliate) or 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


                                      S-104



"underwriters" within the meaning of 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
be passed upon for the Underwriters by McKee Nelson LLP.

                                     EXPERTS

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

                                     RATINGS

          It is a condition of the issuance of the Offered Certificates that
each class of Offered Certificates set forth below be assigned ratings at least
as high as those designated below by Moody's Investors Service, Inc. ("MOODY'S")
and Standard & Poor's Ratings Services, 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
------   -------   ------
1-AF-1     Aaa       AAA
1-AF-2     Aaa       AAA
1-AF-3     Aaa       AAA
1-AF-4     Aaa       AAA
1-AF-5     Aaa       AAA
1-AF-6     Aaa       AAA
2-AV-1     Aaa       AAA
2-AV-2     Aaa       AAA
2-AV-3     Aaa       AAA
  A-R      Aaa       AAA
  M-1      Aa1       AA+
  M-2      Aa2       AA
  M-3      Aa3       AA-
  M-4       A1       A+
  M-5       A2        A

          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-AF-5 Certificates are without regard to the Class 1-AF-5 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, any payments under the Corridor Contract 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-105



                             INDEX OF DEFINED TERMS

2001 Act...........................................................        S-100
2003 Act...........................................................        S-100
Accrual Period.....................................................         S-47
Adjustable Rate Certificates.......................................         S-40
Adjustable Rate Mortgage Loans.....................................         S-22
Adjustable Rate Prepayment Vector..................................         S-84
Adjusted Net Mortgage Rate.........................................         S-49
Adjustment Date....................................................         S-23
Advance............................................................         S-38
Applied Realized Loss Amount.......................................         S-70
ARPV...............................................................         S-84
Bankruptcy Rate....................................................         S-37
beneficial owner...................................................         S-41
Book-Entry Certificates............................................         S-41
Business Day.......................................................         S-47
Carryover Reserve Fund.............................................         S-69
Certificate Account................................................         S-42
Certificate Owners.................................................         S-41
Certificate Principal Balance......................................         S-40
Certificates.......................................................         S-40
Class 1-AF Certificates............................................         S-40
Class 1-AF Principal Distribution Amount...........................         S-55
Class 1-AF Principal Distribution Target Amount....................         S-55
Class 1-AF-5 Insurer...............................................         S-72
Class 1-AF-5 Policy................................................         S-60
Class 1-AF-5 Policy Premium Rate...................................         S-50
Class 1-AF-5 Reimbursement Amount..................................         S-50
Class 2-AV Certificates............................................         S-40
Class 2-AV Principal Distribution Amount...........................         S-55
Class 2-AV Principal Distribution Target Amount....................         S-56
Class A Certificates...............................................         S-40
Class A Principal Distribution Allocation Amount...................         S-55
Code...............................................................   S-97,S-100
Collateral Value...................................................         S-24
Compensating Interest..............................................         S-38
Corridor Contract..................................................         S-62
Corridor Contract Administration Agreement.........................         S-62
Corridor Contract Administrator....................................         S-62
Corridor Contract Ceiling Rate.....................................         S-63
Corridor Contract Counterparty.....................................         S-62
Corridor Contract Notional Balance.................................         S-63
Corridor Contract Strike Rate......................................         S-63
Corridor Contract Termination Date.................................         S-63
Countrywide Financial..............................................         S-35
Countrywide Home Loans.............................................    S-23,S-35
Countrywide Servicing..............................................         S-34
CPR................................................................         S-84
Credit Bureau Risk Score...........................................         S-33
Credit Comeback Excess Account.....................................         S-70
Credit Comeback Excess Amount......................................         S-24
Credit Comeback Excess Cashflow....................................         S-61
Cumulative Loss Trigger Event......................................         S-60
Current Interest...................................................         S-48
Cut-off Date.......................................................         S-25
debt-to-income ratio...............................................         S-30
Definitive Certificate.............................................         S-41
Delay Delivery Mortgage Loans......................................         S-80
Deleted Mortgage Loan..............................................         S-27
Delinquency Trigger Event..........................................         S-59
Depositor..........................................................         S-22
Detailed Description...............................................         S-22
Determination Date.................................................         S-25
disqualified persons...............................................        S-101
Distribution Account...............................................         S-45
Distribution Account Deposit Date..................................         S-44
Distribution Date..................................................         S-46
DTC................................................................         S-41
Due Dates..........................................................         S-38
Due Period.........................................................         S-45
ERISA..............................................................        S-101
Euroclear..........................................................         S-41
Excess Cashflow....................................................         S-61
Excess Corridor Contract Payment...................................         S-63
Excess Overcollateralization Amount................................         S-58
Exemption..........................................................        S-101
Expense Fee Rate...................................................         S-49
Extra Principal Distribution Amount................................         S-57
Final Recovery Determination.......................................         S-43
Fixed 30-Year Interest-Only Loan...................................         S-24
Fixed Rate Certificates............................................         S-40
Fixed Rate Credit Comeback Loans...................................         S-24
Fixed Rate Mortgage Loans..........................................         S-22
Fixed Rate Prepayment Vector.......................................         S-83
Foreclosure Rate...................................................         S-37
FRPV...............................................................         S-83
FSA................................................................         S-72
Full Doc Program...................................................         S-31
Funding Period.....................................................         S-28
Global Securities..................................................          I-1
Gross Margin.......................................................         S-23
Group 1 Overcollateralization Reduction Amount.....................         S-58
Group 1 Swap Percentage............................................         S-50
Group 2 Overcollateralization Reduction Amount.....................         S-58
Group 2 Swap Percentage............................................         S-50
Guaranteed Distributions...........................................         S-72
Hybrid Mortgage Loans..............................................         S-24
Initial Cut-off Date...............................................         S-22
Initial Cut-off Date Pool Principal Balance........................         S-22
Initial Cut-off Date Principal Balance.............................         S-22
Initial Mortgage Loans.............................................         S-22
Initial Mortgage Pool..............................................         S-22
Initial Periodic Rate Cap..........................................         S-23
Initial Target Subordination Percentage............................         S-56


                                      S-106



Insurance Proceeds.................................................         S-42
Interest Carry Forward Amount......................................         S-49
Interest Determination Date........................................         S-69
Interest Funds.....................................................         S-48
Interest Remittance Amount.........................................         S-44
Interest-Bearing Certificates......................................         S-40
Investor-Based Exemptions..........................................        S-102
Last Scheduled Distribution Date...................................         S-83
LIBOR Business Day.................................................         S-69
Liquidation Proceeds...............................................         S-42
Loan Group.........................................................         S-23
Loan Group 1.......................................................         S-23
Loan Group 2.......................................................         S-23
Loan-to-Value Ratio................................................         S-24
Master REMIC.......................................................         S-97
Master Servicer....................................................         S-34
Master Servicer Advance Date.......................................         S-38
Maximum Mortgage Rate..............................................         S-24
Minimum Mortgage Rate..............................................         S-27
Modeling Assumptions...............................................         S-84
Moody's............................................................    S-8,S-105
Mortgage File......................................................         S-26
Mortgage Index.....................................................         S-23
Mortgage Loans.....................................................         S-26
Mortgage Notes.....................................................         S-22
Mortgage Rate......................................................         S-23
Mortgaged Properties...............................................         S-22
NAS Principal Distribution Amount..................................         S-57
Net Corridor Contract Payment......................................         S-63
Net Mortgage Rate..................................................         S-38
net rate cap.......................................................         S-12
Net Rate Cap.......................................................         S-49
Net Rate Carryover.................................................         S-52
Net Rate Carryover Component.......................................         S-97
Net Swap Payment...................................................         S-64
NIM Insurer........................................................     S-1,S-79
NIM Insurer Default................................................         S-20
OC Floor...........................................................         S-57
Offered Certificates...............................................         S-40
OID................................................................         S-98
One-Month LIBOR....................................................         S-69
Optional Termination Date..........................................         S-77
Order..............................................................         S-73
Overcollateralization Deficiency Amount............................         S-57
Overcollateralization Reduction Amount.............................         S-58
Overcollateralization Target Amount................................         S-57
Overcollateralized Amount..........................................         S-57
Participants.......................................................         S-41
parties in interest................................................        S-101
Pass-Through Margin................................................         S-52
Pass-Through Rate..................................................         S-49
Percentage Interest................................................         S-47
Plans..............................................................        S-101
Pooling and Servicing Agreement....................................         S-25
Pre-Funded Amount..................................................         S-28
Pre-Funding Account................................................         S-28
Prepayment Interest Excess.........................................         S-37
Prepayment Interest Shortfall......................................         S-38
Prepayment Models..................................................         S-83
Prepayment Period..................................................         S-25
Principal Distribution Amount......................................         S-55
Principal Remittance Amount........................................         S-45
PTCE...............................................................        S-102
Purchase Price.....................................................         S-27
Rating Agencies....................................................        S-105
Realized Loss......................................................         S-60
Record Date........................................................         S-46
Reference Bank Rate................................................         S-69
Reference Banks....................................................         S-69
Regular Certificateholders.........................................         S-97
Regular Certificates...............................................         S-97
related subordinate classes........................................         S-10
Relief Act.........................................................         S-13
REMIC Regular Interest Component...................................         S-97
REO Property.......................................................         S-38
Replacement Mortgage Loan..........................................         S-27
Required Carryover Reserve Fund Deposit............................         S-70
Required Distributions.............................................         S-73
Residual Certificates..............................................    S-60,S-97
Rolling Sixty-Day Delinquency Rate.................................         S-60
S&P................................................................    S-8,S-105
Scheduled Payments.................................................         S-23
Securities Act.....................................................        S-104
Seller.............................................................         S-23
Seller Shortfall Interest Requirement..............................         S-44
Senior Certificates................................................         S-40
Senior Enhancement Percentage......................................         S-59
Senior Swap Percentage.............................................         S-51
Servicing Fee......................................................         S-37
Servicing Fee Rate.................................................         S-37
Sixty-Day Delinquency Rate.........................................         S-60
Stated Income Program..............................................         S-31
Stated Principal Balance...........................................         S-25
Statistical Calculation Date.......................................         S-22
Statistical Calculation Date Pool Principal Balance................         S-22
Statistical Calculation Pool.......................................         S-22
Statistical Calculation Pool Mortgage Loans........................         S-22
Stepdown Date......................................................         S-58
Stepdown Target Subordination Percentage...........................         S-56
Subordinate Certificates...........................................         S-40
Subordinate Class Principal Distribution Amount....................         S-56
Subordinate Swap Percentage........................................         S-51
subordination......................................................          S-9
Subsequent Cut-off Date............................................         S-28
Subsequent Mortgage Loans..........................................         S-28
Subsequent Periodic Rate Cap.......................................         S-23
Subsequent Recoveries..............................................         S-43
Subsequent Transfer Date...........................................         S-28
Swap Account.......................................................         S-46
Swap Certificates..................................................         S-40


                                      S-107



Swap Contract......................................................         S-64
Swap Contract Administration Agreement.............................         S-64
Swap Contract Administrator........................................         S-64
Swap Contract Notional Balance.....................................         S-67
Swap Contract Termination Date.....................................         S-67
Swap Counterparty..................................................         S-64
Swap Counterparty Trigger Event....................................         S-68
Swap Guarantor.....................................................         S-64
Swap Guaranty......................................................         S-64
Swap Termination Payment...........................................         S-67
Tax Counsel........................................................         S-97
Termination Payments...............................................         S-99
Three-Year Hybrid Mortgage Loans...................................         S-24
Trigger Event......................................................         S-58
Trustee............................................................         S-25
Trustee Fee........................................................         S-46
Two-Year Hybrid Mortgage Loans.....................................         S-24
U.S.Person.........................................................          I-4
underlying REMIC...................................................         S-97
underlying REMIC Regular Interests.................................         S-97
Underwriters.......................................................        S-103
Underwritten Certificates..........................................        S-103
Unpaid Realized Loss Amount........................................         S-60
Voting Rights......................................................         S-79


                                      S-108



                                                                         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 and the Statistical Calculation Pool 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 or the Statistical Calculation Pool as a whole. 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.

                             GROUP 1 MORTGAGE LOANS

              MORTGAGE LOAN PROGRAMS FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                            WEIGHTED
                                                            PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                  NUMBER      AGGREGATE     AGGREGATE     AVERAGE     AVERAGE     AVERAGE     CREDIT    AVERAGE
                                    OF        PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                 MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM        RISK      VALUE
MORTGAGE LOAN PROGRAM             LOANS      OUTSTANDING   OUTSTANDING    BALANCE       RATE     (MONTHS)     SCORE      RATIO
------------------------------   --------   ------------   -----------   ---------   --------   ---------   --------   --------

15-Year Fixed.................        30    $  4,062,005        1.94%     $135,400     6.548%     177.91        599      75.1%
15-Year Fixed - Credit
   Comeback...................         4         346,285        0.17        86,571     8.356      178.00        588      81.9
30-Year Fixed.................       890     172,756,074       82.33       194,108     6.560      357.79        617      74.8
30-Year Fixed - Credit
   Comeback...................        76      13,114,268        6.25       172,556     8.190      357.90        570      79.2
30-Year Fixed - 60-month
   Interest Only .............        76      19,387,319        9.24       255,096     6.415      358.02        618      78.0
30/15-Year Fixed Balloon......         1         161,637        0.08       161,637     7.500      177.00        638      90.0
   Total/Avg./Wtd. Avg........     -----    ------------      ------
                                   1,077    $209,827,588      100.00%
                                   =====    ============      ======


         ORIGINAL TERM TO STATED MATURITY FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                            WEIGHTED
                                                           PERCENT OF                WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                  NUMBER      AGGREGATE     AGGREGATE     AVERAGE     AVERAGE     AVERAGE    CREDIT    AVERAGE
                                    OF        PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                 MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK      VALUE
ORIGINAL TERM (MONTHS)             LOANS     OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE     RATIO
------------------------------   --------   ------------   -----------   ---------   --------   ---------   --------   --------

Fixed 180.....................        35    $  4,569,927        2.18%     $130,569     6.719%     177.88       599       76.2%
Fixed 360.....................     1,042    $205,257,661       97.82       196,984     6.650      357.82       614       75.4
                                   -----    ------------      ------
   Total/Avg./Wtd. Avg........     1,077    $209,827,588      100.00%
                                   =====    ============      ======



                                       A-1



         MORTGAGE LOAN PRINCIPAL BALANCES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                            WEIGHTED
                                                            PERCENT OF               WEIGHTED   WEIGHTED     AVERAGE   WEIGHTED
                                  NUMBER      AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT    AVERAGE
                                    OF        PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
RANGE OF MORTGAGE LOAN           MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE     TERM        RISK      VALUE
PRINCIPAL BALANCES                 LOANS     OUTSTANDING   OUTSTANDING    BALANCE      RATE     (MONTHS)      SCORE     RATIO
------------------------------   --------   ------------   -----------   ---------   --------   ---------   --------   --------

$25,000.01 - $50,000.00.......         3    $    143,473       0.07%      $ 47,824     11.046%    356.61        537      81.1%
$50,000.01 - $75,000.00.......        43       2,834,670       1.35         65,923      7.663     327.12        613      78.4
$75,000.01 - $100,000.00......       105       9,255,820       4.41         88,151      7.080     346.36        608      75.6
$100,000.01 - $150,000.00.....       278      34,950,413      16.66        125,721      6.848     351.21        611      79.0
$150,000.01 - $200,000.00.....       241      41,817,518      19.93        173,517      6.867     354.12        601      76.1
$200,000.01 - $250,000.00.....       174      39,096,409      18.63        224,692      6.699     355.95        601      74.2
$250,000.01 - $300,000.00.....        97      26,439,713      12.60        272,574      6.533     355.98        606      75.3
$300,000.01 - $350,000.00.....        49      15,696,003       7.48        320,327      6.573     354.16        609      74.3
$350,000.01 - $400,000.00.....        37      13,971,827       6.66        377,617      6.266     353.16        639      71.5
$400,000.01 - $450,000.00.....        18       7,539,572       3.59        418,865      6.083     358.00        674      73.8
$450,000.01 - $500,000.00.....        12       5,682,794       2.71        473,566      6.108     357.52        626      79.8
$500,000.01 - $550,000.00.....         6       3,111,245       1.48        518,541      6.043     357.66        627      67.2
$550,000.01 - $600,000.00.....         5       2,910,821       1.39        582,164      5.807     358.20        694      77.8
$600,000.01 - $650,000.00.....         3       1,906,567       0.91        635,522      6.139     358.00        634      70.1
$650,000.01 - $700,000.00.....         3       2,033,939       0.97        677,980      6.034     358.00        684      72.7
$750,000.01 - $800,000.00.....         2       1,538,754       0.73        769,377      5.896     358.00        646      73.7
$850,000.01 - $900,000.00.....         1         898,051       0.43        898,051      6.375     358.00        620      62.1
                                   -----    ------------     ------
                                   1,077    $209,827,588     100.00%
                                   =====    ============     ======



                                       A-2



  STATE DISTRIBUTION OF THE MORTGAGED PROPERTIES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                           PERCENT OF                WEIGHTED   WEIGHTED     WEIGHTED    WEIGHTED
                                  NUMBER      AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE      AVERAGE     AVERAGE
                                    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.......................       15     $  1,702,601       0.81%     $113,507      7.191%     301.86         611       90.2%
Arizona.......................       84       14,851,725       7.08       176,806      6.619      354.14         598       75.3
Arkansas......................        2          418,254       0.20       209,127      8.665      358.00         554       85.3
California....................      209       57,509,310      27.41       275,164      6.165      355.06         630       68.9
Colorado......................       10        2,242,298       1.07       224,230      6.414      358.00         626       77.7
Connecticut...................       11        2,589,205       1.23       235,382      6.662      357.88         634       77.5
Delaware......................        2          458,966       0.22       229,483      7.302      358.00         606       87.8
Florida.......................      237       41,710,894      19.88       175,995      6.769      354.37         599       74.5
Georgia.......................        7          850,458       0.41       121,494      7.731      358.21         639       90.3
Hawaii........................       13        4,054,049       1.93       311,850      6.241      351.56         608       69.8
Idaho.........................        5          740,962       0.35       148,192      7.053      358.00         590       81.5
Illinois......................       25        4,679,406       2.23       187,176      7.247      357.91         600       82.9
Indiana.......................        8          974,933       0.46       121,867      6.818      358.09         614       86.5
Iowa..........................        3          256,035       0.12        85,345      8.731      358.00         596       89.2
Kansas........................        5          631,649       0.30       126,330      7.903      358.00         581       83.4
Kentucky......................       15        2,375,319       1.13       158,355      7.286      344.85         597       85.2
Louisiana.....................        4          516,344       0.25       129,086      7.094      357.68         615       93.7
Maine.........................        8        1,142,970       0.54       142,871      6.652      358.00         601       82.1
Maryland......................       16        3,300,538       1.57       206,284      6.972      358.14         618       71.3
Massachusetts.................        7        1,509,570       0.72       215,653      6.956      352.32         586       61.4
Michigan......................       14        1,916,953       0.91       136,925      7.234      358.07         610       81.2
Minnesota.....................       11        1,965,308       0.94       178,664      6.736      349.25         629       82.7
Mississippi...................        5          716,353       0.34       143,271      7.550      358.00         629       95.1
Missouri......................       17        1,754,987       0.84       103,235      7.486      357.89         605       83.9
Montana.......................        2          192,829       0.09        96,414      7.229      357.39         566       83.2
Nebraska......................        7          657,204       0.31        93,886      7.499      357.73         627       85.1
Nevada........................       24        5,527,069       2.63       230,295      6.710      357.93         606       80.3
New Hampshire.................       11        2,334,325       1.11       212,211      6.645      348.19         623       80.4
New Jersey....................        2          594,534       0.28       297,267      6.275      357.46         627       82.9
New Mexico....................        1          221,931       0.11       221,931      7.750      359.00         657       96.6
New York......................       37        8,602,687       4.10       232,505      7.299      355.03         583       71.4
North Carolina................        4          656,905       0.31       164,226      7.619      358.00         606       90.1
North Dakota..................        1          127,158       0.06       127,158      6.550      178.00         601       79.0
Ohio..........................        3        1,091,682       0.52       363,894      6.696      357.93         577       82.2
Oklahoma......................       12        1,035,569       0.49        86,297      7.203      358.00         631       86.4
Oregon........................       17        3,454,099       1.65       203,182      6.575      357.81         643       84.7
Pennsylvania..................       21        3,193,571       1.52       152,075      7.098      354.86         596       80.4
Rhode Island..................        4          747,783       0.36       186,946      7.441      358.00         557       62.3
South Carolina................        4          652,187       0.31       163,047      6.980      313.14         657       91.0
South Dakota..................        2          187,622       0.09        93,811      6.238      358.00         622       80.0
Tennessee.....................       21        2,780,850       1.33       132,421      7.100      353.74         635       85.8
Texas.........................       63        8,553,484       4.08       135,770      6.705      348.81         627       82.5
Utah..........................        7          889,117       0.42       127,017      6.896      358.17         622       83.2
Vermont.......................        2          356,413       0.17       178,207      7.000      358.00         601       74.7
Virginia......................       55       10,579,038       5.04       192,346      6.595      348.58         599       77.7
Washington....................       31        6,412,950       3.06       206,869      6.490      357.94         646       79.7
West Virginia.................        2          314,396       0.15       157,198      8.875      358.00         530       72.8
Wisconsin.....................        6        1,244,844       0.59       207,474      7.090      358.00         622       85.5
Wyoming.......................        5          550,253       0.26       110,051      7.095      357.81         653       83.2
                                  -----     ------------     ------
   Total/Avg./Wtd. Avg........    1,077     $209,827,588     100.00%
                                  =====     ============     ======



                                      A-3



               LOAN-TO-VALUE RATIOS FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                           PERCENT OF                WEIGHTED   WEIGHTED     WEIGHTED    WEIGHTED
                                  NUMBER      AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE      AVERAGE     AVERAGE
                                    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.................        28    $  4,585,496       2.19%      $163,768     6.375%     348.19        591        42.9%
50.01 -  55.00................        33    $  8,330,399       3.97        252,436     6.057      354.27        619        52.7
55.01 -  60.00................        65    $ 12,077,292       5.76        185,804     6.464      355.52        597        58.4
60.01 -  65.00................       100    $ 21,951,763      10.46        219,518     6.361      356.97        598        63.0
65.01 -  70.00................        96    $ 20,469,403       9.76        213,223     6.618      350.25        603        68.3
70.01 -  75.00................       140    $ 28,309,988      13.49        202,214     6.667      356.35        612        73.5
75.01 -  80.00................       295    $ 59,102,741      28.17        200,348     6.550      355.15        618        79.3
80.01 -  85.00................        87    $ 15,557,611       7.41        178,823     6.763      353.63        611        83.8
85.01 -  90.00................       137    $ 24,864,347      11.85        181,492     6.846      347.19        628        89.6
90.01 -  95.00................        56    $  9,048,894       4.31        161,587     7.725      356.05        614        94.5
95.01 - 100.00................        40    $  5,529,655       2.64        138,241     7.537      357.44        659        99.5
                                   -----    ------------     ------
   Total/Avg./Wtd. Avg........     1,077    $209,827,588     100.00%
                                   =====    ============     ======


              CURRENT MORTGAGE RATES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                           PERCENT OF                WEIGHTED   WEIGHTED     WEIGHTED    WEIGHTED
                                  NUMBER      AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE      AVERAGE     AVERAGE
                                    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    $    184,555       0.09%      $184,555     5.000%     358.00        627        77.1%
5.001 - 5.500.................        16       5,187,093       2.47        324,193     5.493      350.22        697        70.1
5.501 - 6.000.................       231      54,548,665      26.00        236,141     5.878      354.12        638        69.4
6.001 - 6.500.................       301      59,764,176      28.48        198,552     6.305      354.70        614        74.1
6.501 - 7.000.................       225      41,814,471      19.93        185,842     6.793      354.34        608        79.2
7.001 - 7.500.................        95      16,099,565       7.67        169,469     7.315      351.51        600        83.3
7.501 - 8.000.................        99      16,977,773       8.09        171,493     7.805      352.40        580        80.1
8.001 - 8.500.................        46       7,146,092       3.41        155,350     8.301      356.13        574        80.6
8.501 - 9.000.................        33       4,209,778       2.01        127,569     8.793      352.52        562        82.9
9.001 - 9.500.................         9       1,279,623       0.61        142,180     9.280      357.76        534        79.8
9.501 - 10.000................         9       1,570,362       0.75        174,485     9.744      357.57        541        72.7
10.001 - 10.500...............         5         558,541       0.27        111,708    10.173      341.05        542        79.9
10.501 - 11.000...............         4         321,304       0.15         80,326    10.907      323.40        531        74.1
11.001 - 11.500...............         3         165,589       0.08         55,196    11.306      358.00        533        81.4
                                   -----    ------------     ------
   Total/Avg./Wtd. Avg........     1,077    $209,827,588     100.00%
                                   =====    ============     ======



                                      A-4



          TYPES OF MORTGAGED PROPERTIES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE     TERM        RISK       VALUE
MORTGAGED PROPERTY TYPE            LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Single Family Residence.......       830     $156,345,989      74.51%      $188,369     6.627%     353.90       613       75.4%
Planned Unit Development......       173       38,460,198      18.33        222,313     6.635      353.91       610       77.2
Two Family Home...............        32        7,559,496       3.60        236,234     7.007      354.69       639       71.3
High-Rise Condominium ........        37        6,066,578       2.89        163,962     6.838      352.06       617       74.9
Three Family Home.............         3          902,176       0.43        300,725     7.225      357.67       563       61.3
Four Family Home..............         2          493,150       0.24        246,575     6.898      358.00       671       60.7
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,077     $209,827,588     100.00%
                                   =====     ============     ======


                  LOAN PURPOSES FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
LOAN PURPOSE                       LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Refinance - Cash Out..........       931     $185,067,665      88.2%       $198,784     6.651%     353.58       610       74.3%
Purchase......................        89       14,953,537       7.13        168,017     6.596      357.87       640       83.3
Refinance - Rate/Term.........        57        9,806,386       4.67        172,042     6.757      353.93       628       84.4
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,077     $209,827,588     100.00%
                                   =====     ============     ======


                 OCCUPANCY TYPES FOR THE GROUP 1 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
OCCUPANCY TYPE                     LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Owner Occupied................     1,054     $205,821,315      98.09%      $195,276     6.646%     353.95       613       75.4%
Investment Property...........        18        2,747,472       1.31       $152,637     7.038      349.84       633       78.8
Second Home...................         5        1,258,801       0.60       $251,760     6.739      355.50       647       77.5
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,077     $209,827,588     100.00%
                                   =====     ============     ======


----------
(1)  Based on representations by the Mortgagors at the time of origination of
     the related Mortgage Loans.


                                       A-5



        REMAINING TERMS TO STATED MATURITY FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                            PERCENT OF                WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
RANGE OF REMAINING TERMS          MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
(MONTHS)                           LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

121 - 180.....................        35     $  4,569,927       2.18%      $130,569     6.719%     177.88       599       76.2%
301 - 360.....................     1,042      205,257,661      97.82        196,984     6.650      357.82       614       75.4
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,077     $209,827,588     100.00%
                                   =====     ============     ======


             LOAN DOCUMENTATION TYPE FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                            PERCENT OF                WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
LOAN DOCUMENTATION TYPE            LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Full Documentation............       882     $173,003,717      82.45%      $196,149     6.569%     353.71       613       76.5%
Stated Income.................       195       36,823,871      17.55        188,840     7.042      354.80       613       70.5
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,077     $209,827,588     100.00%
                                   =====     ============     ======


           CREDIT BUREAU RISK SCORES(1) FOR THE GROUP 1 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
RANGE OF CREDIT BUREAU RISK       MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE     TERM        RISK       VALUE
SCORES                             LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

801 - 820.....................         1     $    119,776       0.06%      $119,776     6.350%     358.00       804       80.0%
781 - 800.....................         3          550,906       0.26        183,635     6.053      357.21       791       90.5
761 - 780.....................         6        2,054,542       0.98        342,424     6.070      357.76       775       79.9
741 - 760.....................        11        3,183,821       1.52        289,438     5.937      357.97       750       76.1
721 - 740.....................        14        3,957,060       1.89        282,647     5.970      357.67       728       79.3
701 - 720.....................        20        6,160,914       2.94        308,046     6.063      358.09       711       75.0
681 - 700.....................        33        6,297,273       3.00        190,826     6.073      357.84       690       78.1
661 - 680.....................        58       12,950,713       6.17        223,288     6.364      351.79       670       77.3
641 - 660.....................        98       17,875,478       8.52        182,403     6.466      357.40       649       77.6
621 - 640.....................       157       29,865,141      14.23        190,224     6.415      352.75       630       79.0
601 - 620.....................       215       40,544,869      19.32        188,581     6.511      354.16       610       74.6
581 - 600.....................       169       31,040,583      14.79        183,672     6.644      349.65       591       74.9
561 - 580.....................       119       22,790,018      10.86        191,513     7.003      354.53       571       76.3
541 - 560.....................        79       14,738,601       7.02        186,565     7.263      354.56       551       69.3
521 - 540.....................        52       10,656,505       5.08        204,933     7.318      357.89       532       69.6
501 - 520.....................        39        6,666,686       3.18        170,941     7.998      348.51       511       70.2
500 or Less...................         3          374,701       0.18        124,900     8.730      358.00       500       76.2
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,077     $209,827,588     100.00%
                                   =====     ============     ======


----------
(1)  The Credit Bureau Risk Scores referenced in this table with respect to
     substantially all of the Group 1 Mortgage Loans were obtained by the
     respective originators from one or more credit reporting agencies, and were
     determined at the time of origination.


                                       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.............................       782     $154,276,223      73.53%      $197,284    6.513%      353.68        624        76.6%
A-............................        53        9,894,503       4.72        186,689    6.782       351.85        580        73.7
B.............................        87       16,606,028       7.91        190,874    6.857       354.08        583        70.1
C.............................       104       19,161,090       9.13        184,241    7.363       355.76        582        72.5
C-............................        45        8,838,107       4.21        196,402    6.881       355.18        594        74.5
D.............................         6        1,051,636       0.50        175,273    7.605       358.00        579        70.4
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,077     $209,827,588     100.00%
                                   =====     ============     ======


            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.............................        94     $ 16,134,531       7.69%      $171,644    7.060%      351.33        609        78.4%
12............................        48       10,682,642       5.09        222,555    7.334       355.61        584        71.7
24............................        41        8,437,996       4.02        205,805    6.801       357.60        597        77.7
36............................       163       30,943,737      14.75        189,839    6.674       354.52        624        76.1
60............................       731      143,628,681      68.45        196,482    6.542       353.72        615        75.1
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,077     $209,827,588     100.00%
                                   =====     ============     ======



                                       A-7



                             GROUP 2 MORTGAGE LOANS

              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
MORTGAGE LOAN PROGRAM              LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

30-Year 6-month LIBOR.........        7      $  1,449,061       0.77%      $207,009    6.912%      358.00        553        86.8%
2/28 6-month LIBOR............      224        48,255,013      25.51        215,424    7.099       357.74        600        79.9
2/28 6-month LIBOR - 24-month
   Interest Only..............      104        28,777,106      15.21        276,703    6.679       357.87        607        78.7
2/28 6-month LIBOR - 60-month
   Interest Only..............       21         5,443,252       2.88        259,202    6.817       357.12        608        78.0
3/27 6-month LIBOR............      359        74,262,536      39.25        206,859    7.075       357.82        595        77.2
3/27 6-month LIBOR - 36-month
   Interest Only..............      107        26,291,191      13.90        245,712    6.735       357.86        608        76.7
3/27 6-month LIBOR - 60-month
   Interest Only..............       19         4,705,929       2.49        247,680    6.853       356.88        605        77.0
                                    ---      ------------     ------
      Total/Avg./Wtd. Avg.....      841      $189,184,088     100.00%
                                    ===      ============     ======


         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.......................      841      $189,184,088     100.00%      $224,951    6.960%      357.77        600        78.1%
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======



                                       A-8



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

$25,000.01 - $50,000.00.......        1      $     46,450       0.02%     $   46,450     9.125%     358.00        509        75.0%
$50,000.01 - $75,000.00.......       30         1,998,013       1.06          66,600     8.445      357.74        593        88.1
$75,000.01 - $100,000.00......       34         2,930,410       1.55          86,189     7.319      357.79        607        81.8
$100,000.01 - $150,000.00.....      133        17,135,537       9.06         128,839     7.254      357.88        600        83.9
$150,000.01 - $200,000.00.....      205        35,958,423      19.01         175,407     7.179      357.77        586        77.4
$200,000.01 - $250,000.00.....      144        32,523,175      17.19         225,855     7.038      357.76        599        77.1
$250,000.01 - $300,000.00.....      135        37,065,505      19.59         274,559     6.990      357.78        597        77.8
$300,000.01 - $350,000.00.....       73        23,730,629      12.54         325,077     6.610      357.63        615        78.7
$350,000.01 - $400,000.00.....       41        15,499,375       8.19         378,034     6.652      357.78        612        77.6
$400,000.01 - $450,000.00.....       21         8,968,722       4.74         427,082     6.649      357.80        594        76.7
$450,000.01 - $500,000.00.....       11         5,221,926       2.76         474,721     6.581      357.82        603        76.2
$500,000.01 - $550,000.00.....        6         3,145,906       1.66         524,318     6.629      357.84        636        78.6
$550,000.01 - $600,000.00.....        1           551,614       0.29         551,614     7.125      358.00        582        65.0
$600,000.01 - $650,000.00.....        2         1,282,698       0.68         641,349     6.697      358.00        585        69.5
$650,000.01 - $700,000.00.....        3         2,004,704       1.06         668,235     6.620      357.66        607        76.0
Greater than $900,000.00......        1         1,121,000       0.59       1,121,000     6.125      358.00        611        62.3
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======



                                       A-9



  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.......................        5      $    641,425       0.34%      $128,285    6.968%      358.00        599        91.4%
Alaska........................        2           405,436       0.21        202,718    9.014       358.00        593        95.0
Arizona.......................       89        18,526,821       9.79        208,167    7.102       357.81        588        79.6
Arkansas......................        2           242,622       0.13        121,311    7.950       358.00        609       100.0
California....................      210        61,672,816      32.60        293,680    6.573       357.70        608        75.2
Colorado......................       24         4,539,969       2.40        189,165    6.707       357.77        614        83.1
Connecticut...................        9         2,044,809       1.08        227,201    7.273       357.97        620        76.2
Delaware......................        7         1,419,888       0.75        202,841    7.037       357.01        618        77.6
District of Columbia..........        4           855,281       0.45        213,820    7.789       358.00        543        69.4
Florida.......................      131        26,495,008      14.00        202,252    7.216       357.85        598        81.5
Georgia.......................        7         1,218,853       0.64        174,122    8.190       357.95        610        83.4
Hawaii........................        5         2,031,231       1.07        406,246    6.551       358.00        623        65.3
Idaho.........................        5         1,145,300       0.61        229,060    7.144       357.86        570        76.6
Illinois......................       34         7,554,531       3.99        222,192    7.321       357.97        589        81.4
Indiana.......................       16         2,178,040       1.15        136,128    7.529       357.36        615        83.2
Iowa..........................        2           288,452       0.15        144,226    8.434       358.00        595        83.9
Kansas........................        2           206,858       0.11        103,429    7.035       358.00        630        80.0
Kentucky......................        5           748,349       0.40        149,670    7.065       357.80        583        79.1
Maine.........................        2           527,174       0.28        263,587    7.305       358.00        581        75.4
Maryland......................       21         4,788,752       2.53        228,036    7.110       357.86        579        77.8
Massachusetts.................       13         3,258,382       1.72        250,645    6.921       357.70        580        68.8
Michigan......................       18         2,738,960       1.45        152,164    7.359       357.94        582        82.1
Minnesota.....................       10         2,110,129       1.12        211,013    7.350       357.71        626        85.9
Missouri......................        8           827,458       0.44        103,432    7.170       357.89        624        83.9
Montana.......................        1           143,690       0.08        143,690    7.600       358.00        581       100.0
Nebraska......................        3           300,149       0.16        100,050    7.244       357.72        608        93.9
Nevada........................       49        10,913,022       5.77        222,715    7.094       357.76        596        77.4
New Hampshire.................        2           412,410       0.22        206,205    7.751       358.00        529        66.3
New Jersey....................       12         2,777,948       1.47        231,496    7.107       357.70        609        70.3
New Mexico....................        2           346,965       0.18        173,483    7.450       358.00        622        80.0
New York......................       16         5,096,908       2.69        318,557    6.757       357.65        614        76.0
North Carolina................        2           497,817       0.26        248,909    7.185       357.39        573        77.5
North Dakota..................        1           125,276       0.07        125,276    9.500       358.00        598        95.0
Oklahoma......................        5           508,886       0.27        101,777    7.714       358.00        608        96.0
Oregon........................       11         1,923,311       1.02        174,846    6.881       358.09        608        78.1
Pennsylvania..................       13         2,355,046       1.24        181,157    7.182       357.67        574        81.7
South Carolina................        1           250,687       0.13        250,687    7.000       358.00        611        90.0
South Dakota..................        1            66,715       0.04         66,715    9.550       358.00        583       100.0
Tennessee.....................        3           430,119       0.23        143,373    6.765       358.00        572        94.0
Texas.........................       17         2,208,837       1.17        129,932    7.345       357.41        596        84.1
Utah..........................        8         1,298,554       0.69        162,319    6.563       357.33        640        82.7
Virginia......................       40         9,579,096       5.06        239,477    6.961       357.80        581        77.1
Washington....................        9         1,719,256       0.91        191,028    7.069       358.00        602        81.4
West Virginia.................        2           287,348       0.15        143,674    6.467       357.40        602        81.7
Wisconsin.....................       10         1,214,424       0.64        121,442    8.228       357.83        609        84.6
Wyoming.......................        2           261,080       0.14        130,540    7.123       358.00        584        85.2
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======



                                      A-10



               LOAN-TO-VALUE RATIOS FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
RANGE OF LOAN-TO-VALUE            MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
RATIOS (%)                         LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

50.00 or Less.................       10      $  2,271,140       1.20%      $227,114    5.946%      357.82       600       41.1%
50.01 - 55.00.................        7         1,368,465       0.72        195,495    6.069       358.00       576       52.6
55.01 - 60.00.................       22         5,009,275       2.65        227,694    6.728       357.77       589       58.1
60.01 - 65.00.................       61        16,513,051       8.73        270,706    6.854       357.86       575       63.5
65.01 - 70.00.................       65        15,482,102       8.18        238,186    7.127       357.69       573       68.6
70.01 - 75.00.................       94        21,422,588      11.32        227,900    6.911       357.80       584       73.8
75.01 - 80.00.................      329        77,495,736      40.96        235,549    6.665       357.71       620       79.7
80.01 - 85.00.................       77        17,933,993       9.48        232,909    7.166       357.89       583       84.2
85.01 - 90.00.................       91        17,870,593       9.45        196,380    7.495       357.76       595       89.5
90.01 - 95.00.................       31         5,727,832       3.03        184,769    8.064       357.73       609       94.9
95.01 - 100.00................       54         8,089,313       4.28        149,802    7.956       357.96       607      100.0
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


              CURRENT MORTGAGE RATES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
RANGE OF CURRENT MORTGAGE         MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
RATES (%)                          LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

4.501 - 5.000.................        3      $    460,958       0.24%      $153,653     4.826%     357.69       662       80.0%
5.001 - 5.500.................       22         5,715,965       3.02        259,817     5.409      357.26       645       74.1
5.501 - 6.000.................       81        20,836,748      11.01        257,244     5.882      357.74       622       72.0
6.001 - 6.500.................      169        42,421,754      22.42        251,016     6.307      357.73       615       76.2
6.501 - 7.000.................      201        48,421,912      25.60        240,905     6.805      357.77       603       77.6
7.001 - 7.500.................      126        27,279,712      14.42        216,506     7.288      357.79       590       79.7
7.501 - 8.000.................      105        20,981,413      11.09        199,823     7.778      357.88       578       81.9
8.001 - 8.500.................       54         9,936,979       5.25        184,018     8.266      357.85       568       86.3
8.501 - 9.000.................       38         6,815,960       3.60        179,367     8.740      357.88       573       83.6
9.001 - 9.500.................       26         4,360,879       2.31        167,726     9.337      357.86       562       81.6
9.501 - 10.000................       11         1,417,879       0.75        128,898     9.692      358.00       536       78.4
10.001 - 10.500...............        2           207,325       0.11        103,663    10.265      358.00       562       90.2
10.501 - 11.000...............        2           252,552       0.13        126,276    10.682      357.46       511       80.0
11.501 - 12.000...............        1            74,052       0.04         74,052    11.500      358.00       500       95.0
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======



                                      A-11



          TYPES OF MORTGAGED PROPERTIES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
MORTGAGED PROPERTY TYPE            LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Single Family Residence.......      569      $126,087,008      66.65%      $221,594    6.929%      357.75       599       78.1%
Planned Unit Development......      164        39,303,263      20.78        239,654    6.948       357.77       597       77.6
Low-Rise Condominium..........       60        10,710,227       5.66        178,504    7.009       357.82       602       81.5
Two Family Home...............       39         9,812,659       5.19        251,607    7.284       357.93       617       78.3
Four Family Home..............        3         1,509,171       0.80        503,057    6.718       358.00       617       76.1
Three Family Home.............        4         1,381,161       0.73        345,290    7.208       358.00       599       72.0
High-Rise Condominium.........        2           380,599       0.20        190,299    8.661       357.30       620       89.8
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


                  LOAN PURPOSES FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
LOAN PURPOSE                       LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Refinance - Cash Out..........      577      $131,170,428      69.33%      $227,332    7.012%      357.80       587       76.0%
Purchase......................      253        55,883,713      29.54        220,884    6.858       357.71       630       83.2
Refinance - Rate/Term.........       11         2,129,947       1.13        193,632    6.414       357.57       614       78.6
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


                OCCUPANCY TYPES FOR THE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
OCCUPANCY TYPE                     LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Owner Occupied................      809      $182,966,720      96.71%      $226,164    6.930%      357.77       600       78.1%
Investment Property...........       24         4,523,358       2.39        188,473    7.724       357.82       604       79.1
Second Home...................        8         1,694,010       0.90        211,751    8.149       357.67       614       79.6
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(1)  Based on representations by the Mortgagors at the time of origination of
     the related Mortgage Loans.


                                      A-12



        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.....................      841      $189,184,088     100.00%      $224,951    6.960%      357.77        600        78.1%
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


             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
LOAN DOCUMENTATION TYPE            LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

Full Documentation............      580      $124,483,840      65.80%      $214,627    6.851%      357.81        593        78.8%
Stated Income.................      261        64,700,247      34.20        247,894    7.169       357.68        613        76.9
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


           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            MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       BUREAU       VALUE
RISK SCORES                        LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

781 - 800.....................        1      $    391,210       0.21%      $391,210    5.950%      358.00        785        80.0%
761 - 780.....................        3           633,927       0.34        211,309    6.319       358.00        771        80.0
741 - 760.....................        3           683,187       0.36        227,729    5.905       357.79        754        80.0
721 - 740.....................        6         1,672,024       0.88        278,671    6.167       357.82        731        78.5
701 - 720.....................        8         1,590,350       0.84        198,794    6.308       357.61        708        81.1
681 - 700.....................       21         4,800,916       2.54        228,615    6.340       357.49        687        76.7
661 - 680.....................       24         5,182,965       2.74        215,957    6.381       357.38        672        76.8
641 - 660.....................       36         8,388,481       4.43        233,013    6.472       357.73        650        78.8
621 - 640.....................      145        36,197,580      19.13        249,638    6.732       357.78        630        80.0
601 - 620.....................      166        38,131,381      20.16        229,707    6.825       357.74        610        80.7
581 - 600.....................      157        33,388,510      17.65        212,666    6.996       357.82        591        78.4
561 - 580.....................      100        22,064,674      11.66        220,647    7.042       357.77        571        77.2
541 - 560.....................       68        14,473,327       7.65        212,843    7.353       357.80        551        75.1
521 - 540.....................       48        10,429,598       5.51        217,283    7.547       357.86        530        74.0
501 - 520.....................       51        10,568,982       5.59        207,235    8.046       357.87        510        72.4
500 or Less...................        4           586,977       0.31        146,744    8.580       358.00        500        72.0
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(1)  The Credit Bureau Risk Scores referenced in this table with respect to
     substantially all of the Group 2 Mortgage Loans were obtained by the
     respective originators from one or more credit reporting agencies, and were
     determined at the time of origination.


                                      A-13



             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.............................      618      $143,239,724      75.71%      $231,779    6.840%      357.73        607        78.6%
A-............................       43         9,263,529       4.90        215,431    6.874       357.74        587        76.1
B.............................       65        14,584,646       7.71        224,379    7.338       357.97        571        76.6
C.............................       69        13,746,359       7.27        199,223    7.593       357.91        578        77.0
C-............................       35         6,569,554       3.47        187,702    7.193       357.89        597        79.5
D.............................       11         1,780,275       0.94        161,843    8.145       358.03        540        66.7
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


            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.............................      122      $ 26,887,680      14.21%      $220,391    7.393%      357.87        595        77.5%
12............................       40         9,560,405       5.05        239,010    7.262       357.82        605        77.3
24............................      336        80,161,272      42.37        238,575    6.883       357.78        602        79.4
36............................      343        72,574,731      38.36        211,588    6.843       357.71        599        77.1
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


     RANGE OF MONTHS TO NEXT ADJUSTMENT DATE FOR THE GROUP 2 MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                 WEIGHTED                                                                         WEIGHTED
                                  AVERAGE                             PERCENT OF             WEIGHTED   WEIGHTED   AVERAGE  WEIGHTED
                                 MONTHS TO               AGGREGATE    AGGREGATE    AVERAGE    AVERAGE   AVERAGE    CREDIT    AVERAGE
                                   NEXT     NUMBER OF    PRINCIPAL    PRINCIPAL    CURRENT     GROSS   REMAINING   BUREAU   LOAN-TO-
RANGE OF MONTHS TO NEXT         ADJUSTMENT   MORTGAGE     BALANCE      BALANCE    PRINCIPAL  MORTGAGE     TERM      RISK      VALUE
ADJUSTMENT DATE                    DATE       LOANS     OUTSTANDING  OUTSTANDING   BALANCE     RATE     (MONTHS)    SCORE     RATIO
------------------------------  ----------  ---------  ------------  -----------  ---------  --------  ---------  --------  --------

0 - 6.........................       4           7     $  1,449,061      0.77%     $207,009   6.912%     358.00      553      86.8%
19 - 24.......................      22         349       82,475,371     43.60       236,319   6.934      357.75      603      79.4
25 - 31.......................      31           9        1,852,676      0.98       205,853   6.256      355.00      638      82.4
32 - 37.......................      34         476      103,406,981     54.66       217,242   6.993      357.83      598      76.9
                                               ---     ------------    ------
   Total/Avg./Wtd. Avg........                 841     $189,184,088    100.00%
                                               ===     ============    ======



                                      A-14



                  GROSS MARGINS FOR THE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                                                                             WEIGHTED
                                                            PERCENT OF                WEIGHTED    WEIGHTED   AVERAGE    WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE    AVERAGE     AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT     GROSS     REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK      VALUE
RANGE OF GROSS MARGINS (%)         LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

1.000 or Less.................        1      $    142,728       0.08%      $142,728    6.250%      358.00       562       57.0%
2.001 - 3.000.................        1           681,000       0.36        681,000    6.250       357.00       634       79.6
3.001 - 4.000.................       13         2,758,246       1.46        212,173    6.416       357.47       609       75.3
4.001 - 5.000.................       37         9,452,064       5.00        255,461    6.163       357.66       598       65.4
5.001 - 6.000.................      249        57,408,172      30.35        230,555    6.598       357.80       600       75.7
6.001 - 7.000.................      295        72,033,190      38.08        244,180    6.794       357.75       608       78.2
7.001 - 8.000.................      172        35,113,671      18.56        204,149    7.633       357.84       589       82.7
8.001 - 9.000.................       61         9,932,582       5.25        162,829    8.433       357.77       582       88.3
9.001 - 10.000................       12         1,662,435       0.88        138,536    9.369       357.72       570       83.0
                                    ---      ------------     ------
Total/Avg./Wtd. Avg...........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(1)  The weighted average Gross Margin for the Group 2 Mortgage Loans in the
     Statistical Calculation Pool as of the Cut-off Date was approximately
     6.439%.

              MAXIMUM MORTGAGE RATES FOR THE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                                                                             WEIGHTED
                                                            PERCENT OF                WEIGHTED    WEIGHTED   AVERAGE    WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE    AVERAGE     AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT     GROSS     REMAINING    BUREAU    LOAN-TO-
RANGE OF MAXIMUM MORTGAGE         MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK      VALUE
RATES (%)                          LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

10.501 - 11.000...............        1      $    142,558       0.08%      $142,558     4.550%     357.00       749       80.0%
11.001 - 11.500...............        3           762,697       0.40        254,232     5.391      357.17       655       71.4
11.501 - 12.000...............       14         3,340,583       1.77        238,613     5.773      357.24       652       72.1
12.001 - 12.500...............       38        10,104,930       5.34        265,919     5.883      357.02       628       77.2
12.501 - 13.000...............       98        25,195,696      13.32        257,099     6.154      357.69       612       72.9
13.001 - 13.500...............      169        41,967,850      22.18        248,330     6.412      357.81       613       75.9
13.501 - 14.000...............      185        43,644,790      23.07        235,918     6.869      357.84       602       78.2
14.001 - 14.500...............      115        24,399,739      12.90        212,172     7.361      357.82       591       81.0
14.501 - 15.000...............       96        19,121,257      10.11        199,180     7.823      357.88       579       82.3
15.001 - 15.500...............       51         9,140,833       4.83        179,232     8.331      357.91       563       85.5
15.501 - 16.000...............       33         5,621,903       2.97        170,361     8.732      358.02       571       84.1
16.001 - 16.500...............       22         3,789,443       2.00        172,247     9.332      357.93       557       80.4
16.501 - 17.000...............       11         1,417,879       0.75        128,898     9.692      358.00       536       78.4
17.001 - 17.500...............        2           207,325       0.11        103,663    10.265      358.00       562       90.2
17.501 - 18.000...............        2           252,552       0.13        126,276    10.682      357.46       511       80.0
18.001 - 18.500...............        1            74,052       0.04         74,052    11.500      358.00       500       95.0
                                    ---      ------------     ------
Total/Avg./Wtd. Avg...........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(1)  The weighted average Maximum Mortgage Rate for the Group 2 Mortgage Loans
     in the Statistical Calculation Pool as of the Cut-off Date was
     approximately 13.816%.


                                      A-15



            INITIAL PERIODIC RATE CAP FOR THE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                                                                             WEIGHTED
                                                            PERCENT OF                WEIGHTED    WEIGHTED   AVERAGE    WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE    AVERAGE     AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT     GROSS     REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK      VALUE
INITIAL PERIODIC RATE  CAP (%)     LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

1.000.........................       11      $  2,447,055       1.29%      $222,460    7.018%      357.81       555       82.4%
1.500.........................      671       148,726,024      78.61        221,648    6.960       357.92       599       78.3
2.000.........................       17         3,704,166       1.96        217,892    6.704       356.98       633       75.4
3.000.........................      140        34,003,522      17.97        242,882    6.993       357.19       604       77.6
5.000.........................        1           108,750       0.06        108,750    6.500       358.00       611       75.0
6.000.........................        1           194,571       0.10        194,571    5.480       358.00       623       55.7
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(1)  The weighted average Initial Periodic Rate Cap for the Group 2 Mortgage
     Loans in the Statistical Calculation Pool as of the Cut-off Date was
     approximately 1.780%.

           SUBSEQUENT PERIODIC RATE CAP FOR THE GROUP 2 MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                                                                             WEIGHTED
                                                            PERCENT OF                WEIGHTED    WEIGHTED   AVERAGE    WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE    AVERAGE     AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT     GROSS     REMAINING    BUREAU    LOAN-TO-
SUBSEQUENT PERIODIC RATE          MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK      VALUE
CAP (%)                            LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

1.000.........................      148      $ 35,072,103      18.54%      $236,974    6.963%      357.23       606       77.9%
1.500.........................      692       153,866,588      81.33        222,351    6.959       357.89       599       78.2
2.000.........................        1           245,398       0.13        245,398    7.050       357.00       602       83.4
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(1)  The weighted average Subsequent Periodic Rate Cap for the Group 2 Mortgage
     Loans in the Statistical Calculation Pool as of the Cut-off Date was
     approximately 1.408%.


                                      A-16



              MINIMUM MORTGAGE RATES 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-
RANGE OF MINIMUM MORTGAGE         MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       BUREAU       VALUE
RATES (%)                          LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

1.000 or Less.................        1      $    328,256       0.17%      $328,256     7.200%     358.00        668        80.0%
4.001 - 5.000.................        3           460,958       0.24        153,653     4.826      357.69        662        80.0
5.001 - 6.000.................      105        26,862,700      14.20        255,835     5.802      357.64        626        72.5
6.001 - 7.000.................      372        91,277,100      48.25        245,369     6.578      357.75        609        76.9
7.001 - 8.000.................      226        47,189,448      24.94        208,803     7.501      357.83        584        80.7
8.001 - 9.000.................       92        16,752,939       8.86        182,097     8.459      357.86        570        85.2
9.001 - 10.000................       37         5,778,758       3.05        156,183     9.424      357.90        556        80.9
Greater than 10.000...........        5           533,929       0.28        106,786    10.634      357.74        530        86.0
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(1)  The weighted average Minimum Mortgage Rate for the Group 2 Mortgage Loans
     in the Statistical Calculation Pool as of the Cut-off Date was
     approximately 6.945%.

               NEXT ADJUSTMENT DATE 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
NEXT ADJUSTMENT DATE               LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

April 2006....................        7      $  1,449,061       0.77%      $207,009    6.912%      358.00        553        86.8%
July 2007.....................        1           223,700       0.12        223,700    6.250       355.00        622        80.0
August 2007...................        9         1,750,229       0.93        194,470    6.538       356.00        618        78.8
September 2007................       74        18,365,380       9.71        248,181    6.805       357.02        603        78.0
October 2007..................      260        60,934,717      32.21        234,364    6.987       358.00        602        79.8
November 2007.................        5         1,201,344       0.64        240,269    6.910       359.00        616        81.5
July 2008.....................        9         1,852,676       0.98        205,853    6.256       355.00        638        82.4
August 2008...................       11         3,151,070       1.67        286,461    6.501       356.00        609        78.4
September 2008................       61        13,228,169       6.99        216,855    7.011       357.08        607        76.6
October 2008..................      396        85,708,461      45.30        216,436    6.997       358.00        596        76.9
November 2008.................        8         1,319,281       0.70        164,910    7.778       359.00        582        81.2
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(1)  The weighted average Next Adjustment Date for the Group 2 Mortgage Loans in
     the Statistical Calculation Pool as of the Cut-off Date is April 2008.


                                      A-17



                               THE MORTGAGE LOANS

                  MORTGAGE LOAN PROGRAMS FOR THE 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
MORTGAGE LOAN PROGRAM              LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

30-Year 6-month LIBOR.........         7     $  1,449,061       0.36%      $207,009    6.912%      358.00        553        86.8%
2/28 6-month LIBOR............       224       48,255,013      12.09        215,424    7.099       357.74        600        79.9
2/28 6-month LIBOR - 24-month
   Interest Only..............       104       28,777,106       7.21        276,703    6.679       357.87        607        78.7
2/28 6-month LIBOR - 60-month
   Interest Only..............        21        5,443,252       1.36        259,202    6.817       357.12        608        78.0
3/27 6-month LIBOR............       359       74,262,536      18.61        206,859    7.075       357.82        595        77.2
3/27 6-month LIBOR - 36-month
   Interest Only..............       107       26,291,191       6.59        245,712    6.735       357.86        608        76.7
3/27 6-month LIBOR - 60-month
   Interest Only..............        19        4,705,929       1.18        247,680    6.853       356.88        605        77.0
15-Year Fixed.................        30        4,062,005       1.02        135,400    6.548       177.91        599        75.1
15-Year Fixed - Credit
   Comeback...................         4          346,285       0.09         86,571    8.356       178.00        588        81.9
30-Year Fixed.................       890      172,756,074      43.30        194,108    6.560       357.79        617        74.8
30-Year Fixed - Credit
   Comeback...................        76       13,114,268       3.29        172,556    8.190       357.90        570        79.2
30-Year Fixed - 60-month
   Interest Only..............        76       19,387,319       4.86        255,096    6.415       358.02        618        78.0
30/15-Year Fixed Balloon......         1          161,637       0.04        161,637    7.500       177.00        638        90.0
                                   -----     ------------     ------
      Total/Avg./Wtd. Avg.....     1,918     $399,011,675     100.00%
                                   =====     ============     ======


             ORIGINAL TERM TO STATED MATURITY FOR THE 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.......................       841     $189,184,088      47.41%      $224,951    6.960%      357.77        600        78.1%
Fixed 180.....................        35        4,569,927       1.15        130,569    6.719       177.88        599        76.2
Fixed 360.....................     1,042      205,257,661      51.44        196,984    6.650       357.82        614        75.4
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======



                                      A-18



             MORTGAGE LOAN PRINCIPAL BALANCES FOR THE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                              WEIGHTED
                                                             PERCENT OF                WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE      AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT       GROSS    REMAINING    BUREAU    LOAN-TO-
RANGE OF MORTGAGE LOAN            MORTGAGE      BALANCE       BALANCE     PRINCIPAL    MORTGAGE      TERM       RISK       VALUE
PRINCIPAL BALANCES                 LOANS      OUTSTANDING   OUTSTANDING    BALANCE       RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ----------   --------   ---------   --------   --------

$25,000.01 - $50,000.00 ......         4     $    189,923       0.05%     $   47,481    10.576%     356.95       530       79.6
$50,000.01 - $75,000.00 ......        73        4,832,683       1.21          66,201     7.986      339.78       605       82.4
$75,000.01 - $100,000.00 .....       139       12,186,230       3.05          87,671     7.137      349.11       608       77.1
$100,000.01 - $150,000.00 ....       411       52,085,950      13.05         126,730     6.982      353.40       608       80.6
$150,000.01 - $200,000.00 ....       446       77,775,941      19.49         174,386     7.011      355.81       594       76.7
$200,000.01 - $250,000.00 ....       318       71,619,584      17.95         225,219     6.853      356.77       600       75.6
$250,000.01 - $300,000.00 ....       232       63,505,218      15.92         273,729     6.800      357.03       601       76.7
$300,000.01 - $350,000.00 ....       122       39,426,632       9.88         323,169     6.595      356.25       613       76.9
$350,000.01 - $400,000.00 ....        78       29,471,202       7.39         377,836     6.469      355.59       625       74.7
$400,000.01 - $450,000.00 ....        39       16,508,294       4.14         423,290     6.390      357.89       631       75.4
$450,000.01 - $500,000.00 ....        23       10,904,721       2.73         474,118     6.334      357.66       615       78.0
$500,000.01 - $550,000.00 ....        12        6,257,150       1.57         521,429     6.337      357.75       632       72.9
$550,000.01 - $600,000.00 ....         6        3,462,434       0.87         577,072     6.017      358.17       676       75.7
$600,000.01 - $650,000.00 ....         5        3,189,265       0.80         637,853     6.363      358.00       614       69.9
$650,000.01 - $700,000.00 ....         6        4,038,643       1.01         673,107     6.325      357.83       645       74.3
$750,000.01 - $800,000.00 ....         2        1,538,754       0.39         769,377     5.896      358.00       646       73.7
$850,000.01 - $900,000.00 ....         1          898,051       0.23         898,051     6.375      358.00       620       62.1
Greater than $900,000.00 .....         1        1,121,000       0.28       1,121,000     6.125      358.00       611       62.3
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======



                                      A-19



      STATE DISTRIBUTION OF THE MORTGAGED PROPERTIES FOR THE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                        WEIGHTED
                                                        PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                          AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                            NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                             MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
STATE                         LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
-------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Alabama..................        20     $  2,344,026       0.59%      $117,201     7.130%     317.22       608       90.6%
Alaska...................         2          405,436       0.10        202,718     9.014      358.00       593       95.0
Arizona..................       173       33,378,546       8.37        192,940     6.887      356.18       592       77.7
Arkansas.................         4          660,876       0.17        165,219     8.403      358.00       575       90.7
California...............       419      119,182,126      29.87        284,444     6.376      356.43       619       72.2
Colorado.................        34        6,782,267       1.70        199,478     6.610      357.84       618       81.3
Connecticut..............        20        4,634,015       1.16        231,701     6.931      357.92       628       76.9
Delaware.................         9        1,878,854       0.47        208,762     7.102      357.25       615       80.1
District of Columbia.....         4          855,281       0.21        213,820     7.789      358.00       543       69.4
Florida..................       368       68,205,902      17.09        185,342     6.943      355.72       599       77.2
Georgia..................        14        2,069,311       0.52        147,808     8.001      358.06       622       86.3
Hawaii...................        18        6,085,280       1.53        338,071     6.345      353.71       613       68.3
Idaho....................        10        1,886,262       0.47        188,626     7.108      357.92       578       78.5
Illinois.................        59       12,233,937       3.07        207,355     7.293      357.95       594       81.9
Indiana..................        24        3,152,973       0.79        131,374     7.309      357.58       614       84.2
Iowa.....................         5          544,488       0.14        108,898     8.574      358.00       595       86.4
Kansas...................         7          838,507       0.21        119,787     7.689      358.00       593       82.6
Kentucky.................        20        3,123,667       0.78        156,183     7.233      347.95       594       83.7
Louisiana................         4          516,344       0.13        129,086     7.094      357.68       615       93.7
Maine....................        10        1,670,144       0.42        167,014     6.858      358.00       595       80.0
Maryland.................        37        8,089,290       2.03        218,629     7.054      357.97       595       75.2
Massachusetts............        20        4,767,951       1.19        238,398     6.932      356.00       582       66.5
Michigan.................        32        4,655,913       1.17        145,497     7.308      358.00       593       81.7
Minnesota................        21        4,075,437       1.02        194,068     7.054      353.63       627       84.4
Mississippi..............         5          716,353       0.18        143,271     7.550      358.00       629       95.1
Missouri.................        25        2,582,445       0.65        103,298     7.384      357.89       611       83.9
Montana..................         3          336,519       0.08        112,173     7.388      357.65       572       90.3
Nebraska.................        10          957,353       0.24         95,735     7.419      357.73       621       87.9
Nevada...................        73       16,440,091       4.12        225,207     6.965      357.82       600       78.4
New Hampshire............        13        2,746,735       0.69        211,287     6.811      349.67       609       78.3
New Jersey...............        14        3,372,483       0.85        240,892     6.960      357.66       612       72.5
New Mexico...............         3          568,896       0.14        189,632     7.567      358.39       636       86.5
New York.................        53       13,699,595       3.43        258,483     7.097      356.01       595       73.1
North Carolina...........         6        1,154,722       0.29        192,454     7.432      357.74       592       84.7
North Dakota.............         2          252,434       0.06        126,217     8.014      267.33       600       86.9
Ohio.....................         3        1,091,682       0.27        363,894     6.696      357.93       577       82.2
Oklahoma.................        17        1,544,456       0.39         90,850     7.371      358.00       624       89.6
Oregon...................        28        5,377,410       1.35        192,050     6.685      357.91       631       82.3
Pennsylvania.............        34        5,548,617       1.39        163,195     7.134      356.05       587       81.0
Rhode Island.............         4          747,783       0.19        186,946     7.441      358.00       557       62.3
South Carolina...........         5          902,874       0.23        180,575     6.986      325.60       644       90.7
South Dakota.............         3          254,336       0.06         84,779     7.107      358.00       611       85.2
Tennessee................        24        3,210,970       0.80        133,790     7.055      354.31       627       86.9
Texas....................        80       10,762,321       2.70        134,529     6.837      350.58       621       82.9
Utah.....................        15        2,187,671       0.55        145,845     6.698      357.67       633       82.9
Vermont..................         2          356,413       0.09        178,207     7.000      358.00       601       74.7
Virginia.................        95       20,158,134       5.05        212,191     6.769      352.96       590       77.4
Washington...............        40        8,132,206       2.04        203,305     6.613      357.95       636       80.1
West Virginia............         4          601,743       0.15        150,436     7.725      357.71       565       77.0
Wisconsin................        16        2,459,268       0.62        153,704     7.652      357.92       616       85.0
Wyoming..................         7          811,333       0.20        115,905     7.104      357.87       631       83.9
                              -----     ------------     ------
   Total/Avg./Wtd. Avg...     1,918     $399,011,675     100.00%
                              =====     ============     ======



                                      A-20



                   LOAN-TO-VALUE RATIOS FOR THE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
RANGE OF LOAN-TO-VALUE            MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
RATIOS (%)                         LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

50.00 or Less.................        38     $  6,856,636       1.72%      $180,438    6.233%      351.38       594       42.3%
50.01 - 55.00.................        40        9,698,864       2.43        242,472    6.059       354.80       613       52.7
55.01 - 60.00.................        87       17,086,567       4.28        196,397    6.541       356.18       595       58.3
60.01 - 65.00.................       161       38,464,814       9.64        238,912    6.573       357.35       588       63.2
65.01 - 70.00.................       161       35,951,504       9.01        223,301    6.837       353.45       590       68.4
70.01 - 75.00.................       234       49,732,576      12.46        212,532    6.772       356.97       600       73.6
75.01 - 80.00.................       624      136,598,477      34.23        218,908    6.615       356.60       619       79.5
80.01 - 85.00.................       164       33,491,604       8.39        204,217    6.979       355.91       596       84.0
85.01 - 90.00.................       228       42,734,940      10.71        187,434    7.117       351.61       614       89.6
90.01 - 95.00.................        87       14,776,725       3.70        169,847    7.857       356.70       612       94.6
95.01 - 100.00................        94       13,618,967       3.41        144,883    7.786       357.75       628       99.8
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


                  CURRENT MORTGAGE RATES FOR THE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
RANGE OF CURRENT MORTGAGE         MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
RATES (%)                          LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

4.501 - 5.000.................         4     $    645,512       0.16%      $161,378     4.876%     357.78       652       79.2%
5.001 - 5.500.................        38       10,903,058       2.73        286,923     5.449      353.91       670       72.2
5.501 - 6.000.................       312       75,385,413      18.89        241,620     5.879      355.12       634       70.1
6.001 - 6.500.................       470      102,185,930      25.61        217,417     6.306      355.96       614       75.0
6.501 - 7.000.................       426       90,236,383      22.61        211,822     6.799      356.18       605       78.4
7.001 - 7.500.................       221       43,379,277      10.87        196,286     7.298      355.46       594       81.0
7.501 - 8.000.................       204       37,959,186       9.51        186,074     7.790      355.43       579       81.1
8.001 - 8.500.................       100       17,083,071       4.28        170,831     8.280      357.13       571       83.9
8.501 - 9.000.................        71       11,025,738       2.76        155,292     8.760      355.83       569       83.4
9.001 - 9.500.................        35        5,640,502       1.41        161,157     9.324      357.84       556       81.2
9.501 - 10.000................        20        2,988,241       0.75        149,412     9.719      357.77       539       75.4
10.001 - 10.500...............         7          765,867       0.19        109,410    10.198      345.64       547       82.7
10.501 - 11.000...............         6          573,856       0.14         95,643    10.808      338.39       522       76.7
11.001 - 11.500...............         4          239,641       0.06         59,910    11.366      358.00       523       85.6
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======



                                      A-21



              TYPES OF MORTGAGED PROPERTIES FOR THE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
MORTGAGED PROPERTY TYPE            LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Single Family Residence.......     1,399     $282,432,998      70.78%      $201,882    6.762%      355.62       607       76.6%
Planned Unit Development......       337       77,763,461      19.49        230,752    6.793       355.86       603       77.4
Two Family Home...............        71       17,372,155       4.35        244,678    7.163       356.52       627       75.3
Low-Rise Condominum...........        97       16,776,805       4.20        172,957    6.947       355.74       607       79.1
Three Family Home.............         7        2,283,337       0.57        326,191    7.215       357.87       585       67.8
Four Family Home..............         5        2,002,321       0.50        400,464    6.763       358.00       631       72.3
High-Rise Condominium.........         2          380,599       0.10        190,299    8.661       357.30       620       89.8
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


                      LOAN PURPOSES FOR THE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
LOAN PURPOSE                       LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Refinance - Cash Out..........     1,508     $316,238,093      79.26%      $209,707    6.800%      355.33       601       75.0%
Purchase......................       342       70,837,250      17.75        207,126    6.803       357.74       632       83.3
Refinance - Rate/Term.........        68       11,936,332       2.99        175,534    6.696       354.58       625       83.4
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


                     OCCUPANCY TYPES FOR THE MORTGAGE LOANS
                     IN THE STATISTICAL CALCULATION POOL(1)



                                                                                                             WEIGHTED
                                                             PERCENT OF               WEIGHTED    WEIGHTED    AVERAGE   WEIGHTED
                                               AGGREGATE     AGGREGATE     AVERAGE     AVERAGE    AVERAGE     CREDIT     AVERAGE
                                 NUMBER OF     PRINCIPAL     PRINCIPAL     CURRENT      GROSS    REMAINING    BUREAU    LOAN-TO-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       RISK       VALUE
OCCUPANCY TYPE                     LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)     SCORE      RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   --------   --------

Owner Occupied................     1,863     $388,788,035      97.44%      $208,689    6.780%      355.75       607       76.7%
Investment Property...........        42        7,270,830       1.82        173,115    7.465       354.81       615       79.0
Second Home...................        13        2,952,811       0.74        227,139    7.548       356.74       628       78.7
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


----------
(1)  Based on representations by the Mortgagors at the time of origination of
     the related Mortgage Loans.


                                      A-22



            REMAINING TERMS TO STATED MATURITY FOR THE 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
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

121 - 180.....................        35     $  4,569,927       1.15%      $130,569    6.719%      177.88        599        76.2%
301 - 360.....................     1,883      394,441,749      98.85        209,475    6.799       357.80        607        76.7
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


                 LOAN DOCUMENTATION TYPE FOR THE 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 DOCUMENTATION TYPE            LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

Full Documentation............     1,462     $297,487,557      74.56%      $203,480    6.687%      355.43        605        77.5%
Stated Income.................       456      101,524,118      25.44        222,641    7.123       356.64        613        74.5
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


               CREDIT BUREAU RISK SCORES(1) FOR THE 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
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

801 - 820.....................         1     $    119,776       0.03%      $119,776    6.350%      358.00        804        80.0%
781 - 800.....................         4          942,116       0.24        235,529    6.010       357.54        788        86.1
761 - 780.....................         9        2,688,469       0.67        298,719    6.129       357.82        774        79.9
741 - 760.....................        14        3,867,008       0.97        276,215    5.932       357.94        751        76.7
721 - 740.....................        20        5,629,084       1.41        281,454    6.028       357.71        729        79.1
701 - 720.....................        28        7,751,263       1.94        276,831    6.114       358.00        710        76.2
681 - 700.....................        54       11,098,190       2.78        205,522    6.189       357.69        689        77.5
661 - 680.....................        82       18,133,677       4.54        221,142    6.369       353.39        671        77.2
641 - 660.....................       134       26,263,959       6.58        196,000    6.468       357.51        650        78.0
621 - 640.....................       302       66,062,722      16.56        218,751    6.589       355.51        630        79.5
601 - 620.....................       381       78,676,249      19.72        206,499    6.663       355.90        610        77.6
581 - 600.....................       326       64,429,093      16.15        197,635    6.827       353.88        591        76.7
561 - 580.....................       219       44,854,691      11.24        204,816    7.022       356.12        571        76.8
541 - 560.....................       147       29,211,928       7.32        198,721    7.308       356.17        551        72.2
521 - 540.....................       100       21,086,103       5.28        210,861    7.431       357.88        531        71.8
501 - 520.....................        90       17,235,668       4.32        191,507    8.027       354.25        510        71.5
500 or Less...................         7          961,678       0.24        137,383    8.638       358.00        500        73.6
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


----------
(1)  The Credit Bureau Risk Scores referenced in this table with respect to
     substantially all of the Mortgage Loans were obtained by the respective
     originators from one or more credit reporting agencies, and were determined
     at the time of origination.


                                      A-23



                 CREDIT GRADE CATEGORIES FOR THE 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.............................     1,400     $297,515,947      74.56%      $212,511    6.671%      355.63        616        77.6%
A-............................        96       19,158,033       4.80        199,563    6.827       354.70        583        74.9
B.............................       152       31,190,674       7.82        205,202    7.082       355.90        578        73.1
C.............................       173       32,907,449       8.25        190,216    7.459       356.66        580        74.4
C-............................        80       15,407,661       3.86        192,596    7.014       356.34        596        76.6
D.............................        17        2,831,911       0.71        166,583    7.944       358.02        555        68.0
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


                PREPAYMENT PENALTY PERIOD FOR THE 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.............................       216     $ 43,022,212      10.78%      $199,177    7.268%      355.42        600        77.8%
12............................        88       20,243,047       5.07        230,035    7.300       356.65        594        74.4
24............................       377       88,599,268      22.20        235,011    6.876       357.77        602        79.2
36............................       506      103,518,468      25.94        204,582    6.793       356.76        606        76.8
60............................       731      143,628,681      36.00        196,482    6.542       353.72        615        75.1
                                   -----     ------------     ------
   Total/Avg./Wtd. Avg........     1,918     $399,011,675     100.00%
                                   =====     ============     ======


 RANGE OF MONTHS TO NEXT ADJUSTMENT DATE FOR THE ADJUSTABLE RATE MORTGAGE LOANS
                       IN THE STATISTICAL CALCULATION POOL



                                 WEIGHTED                                                                         WEIGHTED
                                  AVERAGE                             PERCENT OF             WEIGHTED   WEIGHTED   AVERAGE  WEIGHTED
                                 MONTHS TO               AGGREGATE    AGGREGATE    AVERAGE    AVERAGE   AVERAGE    CREDIT    AVERAGE
                                   NEXT     NUMBER OF    PRINCIPAL    PRINCIPAL    CURRENT     GROSS   REMAINING   BUREAU   LOAN-TO-
RANGE OF MONTHS TO NEXT         ADJUSTMENT   MORTGAGE     BALANCE      BALANCE    PRINCIPAL  MORTGAGE     TERM      RISK      VALUE
ADJUSTMENT DATE                    DATE       LOANS     OUTSTANDING  OUTSTANDING   BALANCE     RATE     (MONTHS)    SCORE     RATIO
------------------------------  ----------  ---------  ------------  -----------  ---------  --------  ---------  --------  --------

 0 - 6........................       4           7     $  1,449,061      0.77%     $207,009   6.912%     358.00      553      86.8%
19 - 24.......................      22         349       82,475,371     43.60       236,319   6.934      357.75      603      79.4
25 - 31.......................      31           9        1,852,676      0.98       205,853   6.256      355.00      638      82.4
32 - 37.......................      34         476      103,406,981     54.66       217,242   6.993      357.83      598      76.9
                                               ---     ------------    ------
   Total/Avg./Wtd. Avg........                 841     $189,184,088    100.00%
                                               ===     ============    ======



                                      A-24



              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      $    142,728       0.08%      $142,728    6.250%      358.00        562        57.0%
2.001 - 3.000.................        1           681,000       0.36        681,000    6.250       357.00        634        79.6
3.001 - 4.000.................       13         2,758,246       1.46        212,173    6.416       357.47        609        75.3
4.001 - 5.000.................       37         9,452,064       5.00        255,461    6.163       357.66        598        65.4
5.001 - 6.000.................      249        57,408,172      30.35        230,555    6.598       357.80        600        75.7
6.001 - 7.000.................      295        72,033,190      38.08        244,180    6.794       357.75        608        78.2
7.001 - 8.000.................      172        35,113,671      18.56        204,149    7.633       357.84        589        82.7
8.001 - 9.000.................       61         9,932,582       5.25        162,829    8.433       357.77        582        88.3
9.001 - 10.000................       12         1,662,435       0.88        138,536    9.369       357.72        570        83.0
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(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
     6.439%.

          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      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       BUREAU       VALUE
MORTGAGE RATES (%)                 LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

10.501 - 11.000...............        1      $    142,558       0.08%      $142,558     4.550%     357.00        749        80.0%
11.001 - 11.500...............        3           762,697       0.40        254,232     5.391      357.17        655        71.4
11.501 - 12.000...............       14         3,340,583       1.77        238,613     5.773      357.24        652        72.1
12.001 - 12.500...............       38        10,104,930       5.34        265,919     5.883      357.02        628        77.2
12.501 - 13.000...............       98        25,195,696      13.32        257,099     6.154      357.69        612        72.9
13.001 - 13.500...............      169        41,967,850      22.18        248,330     6.412      357.81        613        75.9
13.501 - 14.000...............      185        43,644,790      23.07        235,918     6.869      357.84        602        78.2
14.001 - 14.500...............      115        24,399,739      12.90        212,172     7.361      357.82        591        81.0
14.501 - 15.000...............       96        19,121,257      10.11        199,180     7.823      357.88        579        82.3
15.001 - 15.500...............       51         9,140,833       4.83        179,232     8.331      357.91        563        85.5
15.501 - 16.000...............       33         5,621,903       2.97        170,361     8.732      358.02        571        84.1
16.001 - 16.500...............       22         3,789,443       2.00        172,247     9.332      357.93        557        80.4
16.501 - 17.000...............       11         1,417,879       0.75        128,898     9.692      358.00        536        78.4
17.001 - 17.500...............        2           207,325       0.11        103,663    10.265      358.00        562        90.2
17.501 - 18.000...............        2           252,552       0.13        126,276    10.682      357.46        511        80.0
18.001 - 18.500...............        1            74,052       0.04         74,052    11.500      358.00        500        95.0
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(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 13.816%.


                                      A-25



        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-
                                  MORTGAGE      BALANCE       BALANCE     PRINCIPAL   MORTGAGE      TERM       BUREAU       VALUE
INITIAL PERIODIC RATE  CAP (%)     LOANS      OUTSTANDING   OUTSTANDING    BALANCE      RATE      (MONTHS)   RISK SCORE     RATIO
------------------------------   ---------   ------------   -----------   ---------   --------   ---------   ----------   --------

1.000.........................       11      $  2,447,055       1.29%      $222,460    7.018%      357.81        555         82.4%
1.500.........................      671       148,726,024      78.61        221,648    6.960       357.92        599         78.3
2.000.........................       17         3,704,166       1.96        217,892    6.704       356.98        633         75.4
3.000.........................      140        34,003,522      17.97        242,882    6.993       357.19        604         77.6
5.000.........................        1           108,750       0.06        108,750    6.500       358.00        611         75.0
6.000.........................        1           194,571       0.10        194,571    5.480       358.00        623         55.7
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(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 1.780%.

       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.........................      148      $ 35,072,103      18.54%      $236,974    6.963%      357.23        606        77.9%
1.500.........................      692       153,866,588      81.33        222,351    6.959       357.89        599        78.2
2.000.........................        1           245,398       0.13        245,398    7.050       357.00        602        83.4
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(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 1.408%.

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

1.000 or Less.................        1      $    328,256       0.17%      $328,256     7.200%     358.00        668        80.0%
4.001 - 5.000.................        3           460,958       0.24        153,653     4.826      357.69        662        80.0
5.001 - 6.000.................      105        26,862,700      14.20        255,835     5.802      357.64        626        72.5
6.001 - 7.000.................      372        91,277,100      48.25        245,369     6.578      357.75        609        76.9
7.001 - 8.000.................      226        47,189,448      24.94        208,803     7.501      357.83        584        80.7
8.001 - 9.000.................       92        16,752,939       8.86        182,097     8.459      357.86        570        85.2
9.001 - 10.000................       37         5,778,758       3.05        156,183     9.424      357.90        556        80.9
Greater than 10.000...........        5           533,929       0.28        106,786    10.634      357.74        530        86.0
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(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 6.945%.


                                      A-26



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

April 2006....................        7      $  1,449,061       0.77%      $207,009    6.912%      358.00        553        86.8%
July 2007.....................        1           223,700       0.12        223,700    6.250       355.00        622        80.0
August 2007...................        9         1,750,229       0.93        194,470    6.538       356.00        618        78.8
September 2007................       74        18,365,380       9.71        248,181    6.805       357.02        603        78.0
October 2007..................      260        60,934,717      32.21        234,364    6.987       358.00        602        79.8
November 2007.................        5         1,201,344       0.64        240,269    6.910       359.00        616        81.5
July 2008.....................        9         1,852,676       0.98        205,853    6.256       355.00        638        82.4
August 2008...................       11         3,151,070       1.67        286,461    6.501       356.00        609        78.4
September 2008................       61        13,228,169       6.99        216,855    7.011       357.08        607        76.6
October 2008..................      396        85,708,461      45.30        216,436    6.997       358.00        596        76.9
November 2008.................        8         1,319,281       0.70        164,910    7.778       359.00        582        81.2
                                    ---      ------------     ------
   Total/Avg./Wtd. Avg........      841      $189,184,088     100.00%
                                    ===      ============     ======


----------
(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 April
     2008.


                                      A-27



                                                                         ANNEX I
                      GLOBAL CLEARANCE, SETTLEMENT AND TAX
                            DOCUMENTATION PROCEDURES

          Except in certain limited circumstances, the globally offered CWABS,
Inc. Asset-Backed Certificates, Series 2005-15, (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 the actual number of days in the related accrual period. 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 the actual number of days in the related accrual
period. For transactions settling on the 31st of the month, payment will include
interest accrued to and excluding the first day of the following month. The
payment will then be reflected in the account of the Clearstream, Luxembourg
Participant or Euroclear Participant the following day, and receipt of the cash
proceeds in the Clearstream,


                                      I-2



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 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.

                                   ----------

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

November 16, 2005



                                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....................................................................   116
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 --    The applicable prospectus supplement may
NO RECOURSE TO SELLERS,          provide that securities will be payable from
DEPOSITOR 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 enhancements
LOSSES                           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      Federal, state and local laws extensively
   May 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         Multifamily lending may expose the lender to a
HIGHER THAN YOU EXPECT IF YOUR   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         The trust fund may also include home equity
HIGHER THAN YOU EXPECT IF YOUR   loans that were originated with loan-to-value
SECURITIES ARE BACKED BY         ratios or combined loan-to-value ratios in
PARTIALLY UNSECURED HOME         excess of the value of the related mortgaged
EQUITY LOANS                     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           Federal, state, and local laws and regulations
AFFECTED BY VIOLATIONS OF        impose a wide range of requirements on
ENVIRONMENTAL LAWS               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     Any class of securities issued under this
NOT 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     transfer of the loans held in the trust fund by
OF DISTRIBUTIONS ON THE          the seller to the depositor as a sale for
SECURITIES                       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 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


                                       15



                                 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        series of securities at any time may be less
MARKET VALUE OF THE TRUST FUND   than the principal amount of the securities of
ASSETS                           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        A class that, for the period of time specified
   NAS........................   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
   PACs.......................   A class that is designed to receive principal
                                 payments using a predetermined principal
                                 balance schedule derived by assuming two
                                 constant prepayment rates for the underlying
                                 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 rating 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 as each Rating Agency has
     confirmed in writing are sufficient for the ratings originally assigned to
     such securities by each 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 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 evidenced 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 information with respect to such instruments deposited in the
reserve funds will be set forth in the related prospectus supplement.


                                       49



     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 Mortgage Insurance Policies
do not insure) against loss sustained by reason of a default arising from, among
other things,


                                       50



     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.

     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


                                       51



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.

     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.


                                       52



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, the amount realized after expenses of liquidation would be
smaller as a percentage of the remaining


                                       53



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.


                                       68



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.


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     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 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


                                       72



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 from the sale of the cooperative apartment,
subject, however, to the cooperative's right to sums due under such proprietary
lease or occupancy agreement. The total amount owed to the cooperative by the
tenant-stockholder, which the lender generally cannot restrict and does not
monitor, could reduce the value of the collateral below the outstanding
principal balance of the cooperative loan and accrued and unpaid interest
thereon.

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

     In some states, foreclosure on the cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the 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.


                                       76



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


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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


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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


                                       81



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


                                       83



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


                                       85



     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
accordance with the Prepayment Assumption. The Prepayment Assumption with
respect to a series of Regular Certificates will be set forth in the related
prospectus supplement. Holders generally must report de minimis OID pro rata as
principal payments are received, and 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.


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     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


                                       89



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


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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 Interest Securities 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 security, 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.


                                       100



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


                                       101



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


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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


                                       106



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.

     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.


                                       114



     In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"), each
underwriter will be required to represent and agree with the depositor that with
effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date")
and with respect to any class of securities with a minimum denomination of less
than $100,000, it has not made and will not make an offer of securities to the
public in that Relevant Member State prior to the publication of a prospectus in
relation to the securities which has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except that it may, with
effect from and including the Relevant Implementation Date, make an offer of
securities to the public in that Relevant Member State at any time:

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

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

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

     For the purposes of this provision, the expression an "offer of securities
to the public" in relation to any class of securities of a series, which class
has a minimum denomination of less than $100,000, in any Relevant Member State
means the communication in any form and by any means of sufficient information
on the terms of the offer and the securities to be offered so as to enable an
investor to decide to purchase or subscribe the securities, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive
in that Member State, and the expression "Prospectus Directive" means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.

     If a series is offered other than through underwriters, the prospectus
supplement relating 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.


                                       115



                                     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 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

                                 $362,200,100
                                 (APPROXIMATE)


                   ASSET-BACKED CERTIFICATES, SERIES 2005-15


                 CWABS ASSET-BACKED CERTIFICATES TRUST 2005-15
                                    ISSUER


                                  CWABS, INC.
                                   DEPOSITOR


                           [COUNTRYWIDE LOGO OMITTED]
                                  COUNTRYWIDE
                                   HOME LOANS
                                     SELLER


                      COUNTRYWIDE HOME LOANS SERVICING LP
                                MASTER SERVICER


                             ---------------------
                             PROSPECTUS SUPPLEMENT
                             ---------------------



COUNTRYWIDE SECURITIES CORPORATION


                                                           RBS GREENWICH CAPITAL


     You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with different information.

     We are not offering the Series 2005-15 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 2005-15 Asset-Backed Certificates and with respect
to their unsold allotments or subscriptions. In addition, all dealers selling
the Series 2005-15 Asset-Backed Certificates will be required to deliver a
prospectus supplement and prospectus for 90 days after the date of the
prospectus supplement.



                               December 28, 2005