Filed pursuant to rule 424(b)(2)
                                            Registration Statement No.333-131211

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. This prospectus will not constitute an offer
to sell or a solicitation of an offer to buy nor will there be any sale of the
offered certificates in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of such State.

SUBJECT TO COMPLETION, DATED OCTOBER 23, 2006

PROSPECTUS SUPPLEMENT DATED OCTOBER __, 2006
(TO PROSPECTUS DATED OCTOBER 19, 2006)


                           $368,997,000 (APPROXIMATE)

                    RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
                                    DEPOSITOR

                           RAMP SERIES 2006-RS6 TRUST
                                 ISSUING ENTITY

                        RESIDENTIAL FUNDING COMPANY, LLC
                           MASTER SERVICER AND SPONSOR

        MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-RS6

OFFERED CERTIFICATES

The trust will consist primarily of a pool of one- to four-family fixed-rate and
adjustable-rate first lien mortgage loans. The trust will issue these classes of
certificates that are offered under this prospectus supplement:

      o     4 classes of senior certificates, designated as Class A-1, Class
            A-2, Class A-3 and Class A-4 Certificates, and

      o     9 classes of subordinated certificates, designated as 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 M-9 Certificates, all as more fully described in
            the table on page S-6 of this prospectus supplement.

CREDIT ENHANCEMENT

      Credit enhancement for the offered certificates consists of:

      o     excess cash flow from the mortgage loans and overcollateralization;
            and

      o     subordination provided to the Class A Certificates by the Class M
            Certificates and the Class B Certificates, and subordination
            provided to the Class M Certificates by each class of Class M
            Certificates with a lower payment priority and the Class B
            Certificates.

The trust will also enter into a swap agreement for the Class A Certificates,
Class M Certificates and Class B Certificates.

Distributions on the certificates will be on the 25th day of each month or, if
the 25th is not a business day, on the next business day, beginning November 27,
2006.

--------------------------------------------------------------------------------
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-15 IN THIS
PROSPECTUS SUPPLEMENT.
--------------------------------------------------------------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED
THAT THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE CERTIFICATES REPRESENT INTERESTS ONLY IN THE TRUST, AS THE ISSUING ENTITY,
AND DO NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC., AS THE DEPOSITOR, RESIDENTIAL FUNDING COMPANY, LLC, AS THE
SPONSOR, OR ANY OF THEIR AFFILIATES.

Deutsche Bank Securities Inc., as underwriter, will purchase all of the offered
certificates from the depositor in the amounts described in "Method of
Distribution" on page S-111 of this prospectus supplement. The certificates are
offered by the issuing entity through the underwriter to prospective purchasers
from time to time in negotiated transactions at varying prices to be determined
at the time of sale. The net proceeds to the depositor from the sale of these
underwritten certificates will be approximately ___% of the aggregate
certificate principal balance of these underwritten certificates before
deducting expenses.


                            DEUTSCHE BANK SECURITIES



         IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
                   SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

We provide information to you about the offered certificates in two separate
documents that provide progressively more detail:

      o     the accompanying prospectus, which provides general information,
            some of which may not apply to your series of certificates; and

      o     this prospectus supplement, which describes the specific terms of
            your series of certificates.

      The information in this prospectus supplement, if conveyed prior to the
time of your contractual commitment to purchase any of the offered certificates,
supersedes any information contained in any prior similar materials relating to
the offered certificates. The information in this prospectus supplement is
preliminary, and is subject to completion or change. This prospectus supplement
is being delivered to you solely to provide you with information about the
offering of the offered certificates referred to in this prospectus supplement
and to solicit an offer to purchase the offered certificates, when, as and if
issued. Any such offer to purchase made by you will not be accepted and will not
constitute a contractual commitment by you to purchase any of the offered
certificates, until we have accepted your offer to purchase the offered
certificates.

      The offered certificates are being sold when, as and if issued. The
depositor is not obligated to issue the offered certificates or any similar
security and the underwriter's obligation to deliver the offered certificates is
subject to the terms and conditions of its underwriting agreement with the
depositor and the availability of the offered certificates when, as and if
issued by the depositor. You are advised that the terms of the offered
certificates, and the characteristics of the mortgage pool backing them, may
change (due, among other things, to the possibility that mortgage loans that
comprise the mortgage pool may become delinquent or defaulted or may be removed
or replaced and that similar or different mortgage loans may be added to the
mortgage pool, and that one or more classes of certificates may be split,
combined or eliminated), at any time prior to issuance or availability of a
final prospectus. You are advised that the offered certificates may not be
issued that have the characteristics described in this prospectus supplement and
the accompanying prospectus. The underwriter's obligation to sell any of the
offered certificates to you is conditioned on the mortgage loans and the offered
certificates having the characteristics described in this prospectus supplement.
If for any reason the depositor does not deliver the offered certificates, the
underwriter will notify you, and none of the depositor, the master servicer or
any underwriter will have any obligation to you to deliver all or any portion of
the offered certificates which you have committed to purchase, and none of the
depositor, the master servicer or any underwriter will be liable for any costs
or damages whatsoever arising from or related to such non-delivery.

      The depositor's principal offices are located at 8400 Normandale Lake
Boulevard, Suite 250, Minneapolis, Minnesota 55437 and its telephone number is
(952) 857-7000.


                                       S-2



                                TABLE OF CONTENTS

SUMMARY .....................................................................S-4
RISK FACTORS ...............................................................S-15
ISSUING ENTITY .............................................................S-29
SPONSOR AND MASTER SERVICER ................................................S-29
DESCRIPTION OF THE MORTGAGE POOL ...........................................S-36

    General ................................................................S-36
    Mortgage Loan Characteristics ..........................................S-37
    Balloon Mortgage Loans .................................................S-39
    Mortgage Rate Adjustment of Adjustable Rate Loans ......................S-40
    Compliance with Local, State and Federal Laws ..........................S-43
    Static Pool Information ................................................S-43
    Standard Hazard Insurance and Primary Mortgage Insurance ...............S-44
    Underwriting Standards .................................................S-45
    Originators ............................................................S-47
    Additional Information .................................................S-47

THE SWAP COUNTERPARTY ......................................................S-47
DESCRIPTION OF THE CERTIFICATES ............................................S-48

    General ................................................................S-48
    Book-Entry Certificates ................................................S-49
    Glossary of Terms ......................................................S-52
    Distributions on the Offered Certificates ..............................S-65
    Interest Distributions .................................................S-65
    Determination of One-Month LIBOR .......................................S-66
    Principal Distributions ................................................S-67
    Excess Cash Flow and Overcollateralization .............................S-68
    The Swap Agreement .....................................................S-70
    Allocation of Losses ...................................................S-73
    Advances ...............................................................S-76
    Residual Interests .....................................................S-77
    Reports to Certificateholders ..........................................S-77

YIELD AND PREPAYMENT CONSIDERATIONS ........................................S-77

    General ................................................................S-77
    Prepayment Considerations ..............................................S-78
    Allocation of Principal Distributions ..................................S-80
    Realized Losses and Interest Shortfalls ................................S-81
    Pass-Through Rates .....................................................S-82
    Purchase Price .........................................................S-83
    Final Scheduled Distribution Dates .....................................S-83
    Weighted Average Life ..................................................S-83

POOLING AND SERVICING AGREEMENT ............................................S-99

    General ................................................................S-99
    The Master Servicer and Subservicers ...................................S-99
    Servicing and Other Compensation and Payment of Expenses ..............S-107
    Voting Rights .........................................................S-107
    Termination ...........................................................S-108
    Trustee and Supplemental Interest Trust Trustee .......................S-109

LEGAL PROCEEDINGS .........................................................S-110
METHOD OF DISTRIBUTION ....................................................S-111
USE OF PROCEEDS ...........................................................S-112
MATERIAL FEDERAL INCOME TAX CONSEQUENCES ..................................S-112

    Characterization of the Offered Certificates ..........................S-113
    Allocation ............................................................S-114
    The Notional Principal Contract Component .............................S-114
    Sale or Exchange of Offered Certificates ..............................S-115
    Status of the Offered Certificates ....................................S-115

STATE AND OTHER TAX CONSEQUENCES ..........................................S-116
ERISA CONSIDERATIONS ......................................................S-116
LEGAL INVESTMENT ..........................................................S-119
LEGAL MATTERS .............................................................S-119
RATINGS ...................................................................S-120
Annex I-A ERISA Representation Letter [for ERISA Restricted
      Offered Certificates] ...............................................I-A-1
Annex I-B ERISA Representation Letter [for Exemption
      Eligible Certificates] ..............................................I-B-1
Annex II Global Clearance, Settlement and Tax Documentation Procedures .....II-1
Annex III Mortgage Loan Statistical .......................................III-1
Annex IV Assumed Mortgage Loan Characteristics .............................IV-1


                                       S-3



                                     SUMMARY

The following summary provides a brief description of material aspects of this
offering and does not contain all of the information that you should consider in
making your investment decision. To understand the terms of the offered
certificates, you should read carefully this entire document and the
accompanying prospectus.

Issuing entity ........................   RAMP Series 2006-RS6 Trust.

Title of the offered certificates .....   Mortgage Asset-Backed Pass-Through
                                          Certificates, Series 2006-RS6.

Depositor .............................   Residential Asset Mortgage Products,
                                          Inc., an affiliate of Residential
                                          Funding Company, LLC, or Residential
                                          Funding.

Master servicer and sponsor ...........   Residential Funding.

Subservicers ..........................   Homecomings Financial, LLC, a
                                          wholly-owned subsidiary of Residential
                                          Funding, will subservice approximately
                                          67.4% of the mortgage loans and GMAC
                                          Mortgage Corporation, an affiliate of
                                          Residential Funding, will subservice
                                          approximately 17.3% of the mortgage
                                          loans.

Trustee and supplemental interest trust
     trustee ..........................   U.S. Bank National Association.

Originators ...........................   Approximately 2.5% and 1.5% of the
                                          mortgage loans were originated by GMAC
                                          Mortgage Corporation and Homecomings
                                          Financial, LLC, respectively, which
                                          are affiliates of Residential Funding.

Swap Counterparty .....................   Deutsche Bank AG, New York Branch.

Mortgage pool .........................   Information with respect to 1,617
                                          fixed-rate and adjustable-rate
                                          mortgage loans with an aggregate
                                          principal balance of approximately
                                          $376,237,192 as of the cut-off date,
                                          secured by first liens on fee simple
                                          interests in one- to four-family
                                          residential properties or interests in
                                          shares issued by cooperative apartment
                                          corporations and the related
                                          proprietary leases is presented in
                                          this prospectus supplement. The final
                                          mortgage pool is expected to have an
                                          aggregate principal balance of
                                          approximately $375,000,000, which is
                                          equal to the sum of the certificate
                                          principal balance of the offered
                                          certificates and the Class B
                                          Certificates and the required
                                          overcollateralization amount as of the
                                          closing date.

                                          See "Description of Mortgage
                                          Pool--Additional Information" in this
                                          prospectus supplement.


                                       S-4



Cut-off date ..........................   October 1, 2006.

Closing date ..........................   On or about October 30, 2006.

Distribution dates ....................   Beginning on November 27, 2006 and
                                          thereafter on the 25th of each month
                                          or, if the 25th is not a business day,
                                          on the next business day.

Form of offered certificates ..........   Book-entry.

Minimum denominations .................   Class A, Class M-1, Class M-2 and
                                          Class M-3 Certificates, $100,000.
                                          Class M-4, Class M-5, Class M-6, Class
                                          M-7, Class M-8 and Class M-9
                                          Certificates, $250,000.

ERISA Considerations ..................   Subject to the considerations
                                          described in this prospectus
                                          supplement, the offered certificates
                                          are expected to be considered eligible
                                          for purchase by persons investing
                                          assets of employee benefit plans or
                                          individual retirement accounts.
                                          However, the offered certificates may
                                          not be acquired or held by a person
                                          investing assets of any such plans or
                                          individual retirement accounts before
                                          the termination of the swap agreement,
                                          unless such acquisition or holding is
                                          eligible for the exemptive relief
                                          available under the Service Provider
                                          Exemption or one of the Investor-Based
                                          Exemptions described in this
                                          prospectus supplement under "ERISA
                                          Considerations".

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

Legal investment ......................   The offered certificates will NOT be
                                          "mortgage related securities" for
                                          purposes of the Secondary Mortgage
                                          Market Enhancement Act of 1984.

                                          See "Legal Investment" in this
                                          prospectus supplement and "Legal
                                          Investment Matters" in the
                                          accompanying prospectus.


                                       S-5





---------------------------------------------------------------------------------------------------------------------
                                                OFFERED CERTIFICATES
---------------------------------------------------------------------------------------------------------------------
             PASS-THROUGH     INITIAL CERTIFICATE   INITIAL RATING                                  FINAL SCHEDULED
 CLASS           RATE          PRINCIPAL BALANCE    (MOODY'S/S&P)           DESIGNATIONS           DISTRIBUTION DATE
---------------------------------------------------------------------------------------------------------------------

CLASS A CERTIFICATES:
---------------------------------------------------------------------------------------------------------------------
A-1        Adjustable Rate        $115,870,000         Aaa/AAA         Senior/Adjustable Rate      November 25, 2025
---------------------------------------------------------------------------------------------------------------------
A-2        Adjustable Rate        $ 68,728,000         Aaa/AAA         Senior/Adjustable Rate        May 25, 2030
---------------------------------------------------------------------------------------------------------------------
A-3        Adjustable Rate        $ 92,904,000         Aaa/AAA         Senior/Adjustable Rate        July 25, 2035
---------------------------------------------------------------------------------------------------------------------
A-4        Adjustable Rate        $ 50,998,000         Aaa/AAA         Senior/Adjustable Rate      November 25, 2036
---------------------------------------------------------------------------------------------------------------------
Total Class A Certificates:       $328,500,000
---------------------------------------------------------------------------------------------------------------------
CLASS M CERTIFICATES:
---------------------------------------------------------------------------------------------------------------------
M-1        Adjustable Rate        $  8,437,000         Aa1/AA+        Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
M-2        Adjustable Rate        $  7,875,000          Aa2/AA        Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
M-3        Adjustable Rate        $  4,687,000         Aa3/AA-        Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
M-4        Adjustable Rate        $  4,312,000          A1/A+         Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
M-5        Adjustable Rate        $  4,125,000           A2/A         Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
M-6        Adjustable Rate        $  3,187,000          A3/A-         Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
M-7        Adjustable Rate        $  2,625,000        Baa1/BBB+       Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
M-8        Adjustable Rate        $  2,437,000         Baa2/BBB       Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
M-9        Adjustable Rate        $  2,812,000        Baa3/BBB-       Mezzanine/Adjustable Rate    November 25, 2036
---------------------------------------------------------------------------------------------------------------------
Total Class M Certificates:       $ 40,497,000
---------------------------------------------------------------------------------------------------------------------
Total offered certificates:       $368,997,000
---------------------------------------------------------------------------------------------------------------------
                                              NON-OFFERED CERTIFICATES
---------------------------------------------------------------------------------------------------------------------
B                N/A              $  3,187,000          Ba2/BB       Subordinate/Adjustable Rate   November 25, 2036
---------------------------------------------------------------------------------------------------------------------
SB               N/A              $  2,816,000*          N/A                 Subordinate                  N/A
---------------------------------------------------------------------------------------------------------------------
R-I              N/A                  N/A                N/A                  Residual                    N/A
---------------------------------------------------------------------------------------------------------------------
R-II             N/A                  N/A                N/A                  Residual                    N/A
---------------------------------------------------------------------------------------------------------------------
Total offered and
non-offered certificates:         $375,000,000*
---------------------------------------------------------------------------------------------------------------------


* Approximate and based on the final mortgage pool.


                                       S-6



OTHER INFORMATION:

Only the offered certificates are offered for sale pursuant to this prospectus
supplement and the accompanying prospectus. The Class B Certificates and the
Class SB Certificates will be sold by the depositor in a transaction exempt from
registration under the Securities Act of 1933, as amended.

PASS-THROUGH RATES:

The pass-through rate on each class of Class A Certificates, Class M
Certificates and the Class B Certificates will be the lesser of:

      o     a per annum rate equal to one-month LIBOR plus the related margin;
            and

      o     a per annum rate equal to the weighted average of the net mortgage
            rates of the mortgage loans, adjusted to account for any net swap
            payments or swap termination payments payable to the swap
            counterparty not due to a swap counterparty trigger event, in each
            case as adjusted to an actual over 360-day rate.

                                     RELATED MARGIN

            CLASS                                     (1)              (2)
            --------------------------------      ------------     -----------
            A-1 ............................           %                %
            A-2 ............................           %                %
            A-3 ............................           %                %
            A-4 ............................           %                %
            M-1 ............................           %                %
            M-2 ............................           %                %
            M-3 ............................           %                %
            M-4 ............................           %                %
            M-5 ............................           %                %
            M-6 ............................           %                %
            M-7 ............................           %                %
            M-8 ............................           %                %
            M-9 ............................           %                %
            B...............................           %                %

(1)   Initially.

(2)   On and after the second distribution date after the first possible
      optional termination date.


                                       S-7



                           TRANSFER OF MORTGAGE LOANS

The diagram below illustrates the sequence of transfers of the mortgage loans
that are included in the mortgage pool. Various mortgage loan sellers will, on
or prior to the closing date, sell the mortgage loans to Residential Funding, as
sponsor. The sponsor will, simultaneously with the closing of the transaction
described in this prospectus supplement, sell the mortgage loans to Residential
Asset Mortgage Products, Inc., as depositor. The depositor will then transfer
the mortgage loans to the trustee, on behalf of the trust that is the issuing
entity. The trustee will accordingly own the mortgage loans for the benefit of
the holders of the certificates. See "Pooling and Servicing Agreement Trustee"
in this prospectus supplement and "The Agreements--The Trustee and Supplemental
Interest Trust Trustee" in the accompanying prospectus. For a description of the
affiliations among various transaction parties, see "Affiliations Among
Transaction Parties" in this prospectus supplement.

          ------------------------------------------------------------
                              Mortgage Loan Sellers
          ------------------------------------------------------------
                                        |
                                        |
                                        |     sale of mortgage loans
                                        |
                                        |
          ------------------------------------------------------------
                        Residential Funding Company, LLC
                          (Sponsor and Master Servicer)
          ------------------------------------------------------------
                                        |
                                        |
                                        |     sale of mortgage loans
                                        |
                                        |
          ------------------------------------------------------------
                    Residential Asset Mortgage Products, Inc.
                                   (Depositor)
          ------------------------------------------------------------
                                        |
                                        |
                                        |     sale of mortgage loans
                                        |
                                        |
          ------------------------------------------------------------
                         U.S. Bank National Association
                                    (Trustee)
            (owner of the mortgage loans on behalf of issuing entity
                   for the benefit of holders of certificates)
          ------------------------------------------------------------


                                       S-8



THE TRUST

The depositor will establish a trust with respect to the Series 2006-RS6
Certificates. On the closing date, the depositor will deposit the pool of
mortgage loans described in this prospectus supplement into the trust, subject
to adjustment as described in this prospectus supplement. In addition, the
supplemental interest trust trustee, on behalf of the supplemental interest
trust, will be directed to enter into a swap agreement for the benefit of the
Class A Certificates, Class M Certificates and Class B Certificates. Each
certificate will represent a partial ownership interest in the trust.

THE MORTGAGE POOL

The mortgage loans to be deposited into the trust will consist of fixed-rate and
adjustable-rate first lien mortgage loans. The mortgage loans to be deposited
into the trust will have the following characteristics as of the cut-off date,
after deducting payments due during the month of the cut-off date, subject to
adjustment as described in this prospectus supplement:

                                                                      WEIGHTED
                                                    RANGE              AVERAGE
                                            ---------------------    -----------
Principal balance                           $23,544 to $2,155,000     $232,676*
Mortgage rate                                 4.500% to 13.150%        7.8486%
Remaining term to stated maturity (months)       118 to 360              348

*Principal balance is an average.

The following tables describe certain characteristics of the mortgage loans
included in the trust as of the cut-off date, subject to adjustment as described
in this prospectus supplement:

                                            NUMBER
                                              OF                     PERCENT OF
                                           MORTGAGE    PRINCIPAL      MORTGAGE
TYPES OF INTEREST RATES                     LOANS       BALANCE         LOANS
------------------------                   --------   ------------   -----------

Fixed rate loans ...................            608   $111,777,594        29.71%
Adjustable-rate loans ..............          1,009    264,459,598        70.29%
                                           --------   ------------   -----------
   Total ...........................          1,617   $376,237,192       100.00%
                                           ========   ============   ===========

                                            NUMBER
                                              OF                     PERCENT OF
                                           MORTGAGE    PRINCIPAL      MORTGAGE
LOAN PURPOSE                                LOANS       BALANCE         LOANS
------------                               --------   ------------   -----------

Purchase ...........................            944   $209,510,928        55.69%
Rate/Term Refinance ................            134     35,800,284         9.52
Equity Refinance ...................            539    130,925,980        34.80
                                           --------   ------------   -----------
  Total ............................          1,617   $376,237,192       100.00%
                                           ========   ============   ===========

                                            NUMBER
                                              OF                     PERCENT OF
                                           MORTGAGE    PRINCIPAL      MORTGAGE
LOAN DOCUMENTATION                          LOANS       BALANCE         LOANS
------------------                         --------   ------------   -----------

Full/Alternate Documentation .......            372   $ 74,888,029        19.90%
Reduced Documentation ..............            815    207,601,421        55.18
No Stated Income ...................            268     62,968,340        16.74
No Income/No Asset Verification ....            162     30,779,402         8.18
                                           --------   ------------   -----------
  Total ............................          1,617   $376,237,192       100.00%
                                           ========   ============   ===========

The properties securing the mortgage loans include single-family detached
properties, properties in planned unit developments, two-to-four family units,
condominiums, cooperative properties, townhouses and condotels.

The interest rate on each adjustable-rate mortgage loan will adjust on each
adjustment date to equal the sum of the related index and the related note
margin on the mortgage note, subject to periodic rate caps and a maximum and
minimum interest rate, as described in this prospectus supplement.

All of the mortgage loans were acquired under Residential Funding's Negotiated
Conduit Asset program. Substantially all of these mortgage loans have one or
more of the following characteristics:

o     they do not comply with Residential Funding's other programs;

o     they were not originated in accordance with any standard secondary market
      underwriting guidelines; and/or

o     the related mortgagors have delinquency histories or low credit scores.

The securities described on the table on page S-6 are the only securities backed
by this mortgage pool that will be issued.


                                       S-9



See "Description of The Mortgage Pool-- Underwriting Standards" and "Risk
Factors--Risks Associated with the Mortgage Loans" in this prospectus
supplement.

For additional information regarding the mortgage pool, see "Description of the
Mortgage Pool" in this prospectus supplement.

SERVICING

Residential Funding will master service the mortgage loans, as more fully
described under "Pooling and Servicing Agreement" in this prospectus supplement.

The servicing fees for each mortgage loan are payable out of the interest
payments on that mortgage loan prior to payments to certificateholders. The
servicing fees relating to each mortgage loan will be at least 0.30% per annum
and not more than 1.80% per annum of the outstanding principal balance of that
mortgage loan, with a weighted average servicing fee of approximately 0.3748%
per annum. The servicing fees consist of (a) servicing fees payable to the
subservicer, which are payable with respect to each mortgage loan at a rate
between 0.25% and 1.75% per annum, depending on the type of mortgage loan, and
(b) master servicing fees payable to the master servicer, which are payable with
respect to each mortgage loan at a rate of 0.05% per annum, and other related
compensation payable to the subservicer, including such compensation paid to the
master servicer as the direct servicer of a mortgage loan for which there is no
subservicer.

REPURCHASES OR SUBSTITUTIONS OF MORTGAGE LOANS

If Residential Funding cannot cure a breach of any representation or warranty
made by it and assigned to the trustee for the benefit of the certificateholders
relating to a mortgage loan within 90 days after notice from the trustee or
servicer, and the breach materially and adversely affects the interests of the
certificateholders in the mortgage loan, Residential Funding will be obligated
to repurchase the mortgage loan at a price equal to its principal balance as of
the date of repurchase plus accrued and unpaid interest to the first day of the
month following the month of repurchase, less the amount payable in respect of
the applicable servicing compensation or reimbursement. See "Description of the
Securities--Representations with Respect to Loans--Repurchases of Loans" in the
accompanying prospectus. Likewise, as described under "Description of the
Securities--Assignment of Loans" in the accompanying prospectus, if Residential
Funding cannot cure certain documentary defects with respect to a mortgage loan,
Residential Funding will be required to repurchase the related mortgage loan.

Alternatively, Residential Funding may substitute a new mortgage loan for a
mortgage loan described in the preceding paragraph that was removed from the
trust within two years after the closing date if it delivers an opinion of
counsel with respect to certain tax matters. Any substitute mortgage loan will
be required to satisfy certain conditions regarding its outstanding principal
balance, mortgage rate, loan-to-value ratio and remaining term to maturity, as
described more fully under "Description of the Securities--Limited Right of
Substitution" in the accompanying prospectus.

PAYMENTS ON THE CERTIFICATES

AMOUNT AVAILABLE FOR MONTHLY DISTRIBUTION. On each distribution date, the
trustee will make distributions to investors. The amounts available for
distribution will include:

o     collections of monthly payments on the mortgage loans, including
      prepayments and other unscheduled collections; plus

o     advances for delinquent payments on the mortgage loans that are deemed
      recoverable by the master servicer; plus

o     any net swap payments included as part of the principal distribution
      amount; minus

o     any net swap payments payable to the swap counterparty and swap
      termination payments not due to a swap counterparty trigger event; minus

o     fees and expenses of the subservicers and the master servicer for the
      mortgage loans, including reimbursement for advances.

See "Description of the Certificates--Glossary of Terms--Available Distribution
Amount" in this prospectus supplement.


                                      S-10



PRIORITY OF PAYMENTS. Payments to the certificateholders will be made from the
available distribution amount as described in this prospectus supplement as
follows:

 Priority of   Pro rata, to the Class A
   Payment     Certificates, interest distributions

               Sequentially, to the Class M
               Certificates, interest
               distributions

               To the Class B Certificates,
               interest distributions

               Sequentially, to the Class A
               Certificates, principal
               distributions

               Sequentially, to the Class M
               Certificates, principal
               distributions

               To the Class B Certificates,
               principal distributions

               Excess cash flow as described
               below and  under "Description of
               the Certificates--Excess Cash Flow
               and Overcollateralization" in
               this prospectus supplement

Excess cash flow will be distributed for the following purposes in the amounts
and priority set forth below:

o     Distribution of additional principal to the offered certificates and Class
      B Certificates in respect of some realized losses on the mortgage loans
      for the preceding calendar month;

o     Distribution of additional principal to the offered certificates and Class
      B Certificates to the extent the required level of overcollateralization
      is not maintained;

o     Payment to the offered certificates and Class B Certificates in respect of
      prepayment interest shortfalls for that distribution date and remaining
      unpaid from prior distribution dates;

o     Payment to the offered certificates and Class B Certificates in respect of
      basis risk shortfall carry-forward amounts in the priority described in
      this prospectus supplement;

o     Payment to the offered certificates and Class B Certificates in respect of
      shortfalls due to the Servicemembers Civil Relief Act or similar
      legislation for that distribution date;

o     Payment to the offered certificates and Class B Certificates in respect of
      the principal portion of any realized losses previously allocated thereto
      that remain unreimbursed;

o     Payment to the swap counterparty in respect of any swap termination
      payment triggered by a swap counterparty trigger event; and

o     Distribution of any remaining funds to the Class SB Certificates and Class
      R-II Certificates, as described in the pooling and servicing agreement.

See "Description of the Certificates--Interest Distributions," "--Principal
Distributions" and "--Excess Cash Flow and Overcollateralization" in this
prospectus supplement.

INTEREST DISTRIBUTIONS. The amount of interest owed to each class of offered
certificates and the Class B Certificates on each distribution date will equal:

o     The pass-through rate for that class of certificates; multiplied by

o     The certificate principal balance of that class of certificates as of the
      day immediately prior to the related distribution date; multiplied by

o     The actual number of days in the related interest accrual period, divided
      by 360; minus

o     The share of some types of interest shortfalls allocated to that class
      such as prepayment interest shortfalls, shortfalls due to the
      Servicemembers Civil Relief Act and the interest portion of realized
      losses not covered by excess cash flow or overcollateralization, as
      described more fully in the definition of "Accrued Certificate Interest"
      in "Description of the Certificates--Glossary of Terms" in this prospectus
      supplement.

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


                                      S-11



ALLOCATIONS OF PRINCIPAL. Principal distributions on the certificates will be
made primarily from principal payments on the mortgage loans and will be
allocated among the various classes of offered certificates and Class B
Certificates as described in this prospectus supplement.

In addition, the offered certificates and Class B Certificates will receive a
distribution of principal, to the extent of any excess cash flow available to
cover realized losses and then to increase the amount of overcollateralization
to the extent the required amount of overcollateralization is not maintained, to
the extent described in this prospectus supplement.

See "Description of the Certificates--Principal Distributions" and "--Excess
Cash Flow and Overcollateralization" in this prospectus supplement.

CREDIT ENHANCEMENT

The credit enhancement for the benefit of the offered certificates consists of:

EXCESS CASH FLOW. Because more interest with respect to the mortgage loans is
payable by the mortgagors than is expected to be necessary to pay the interest
on the offered certificates and Class B Certificates each month and related
expenses, there may be excess cash flow with respect to the mortgage loans.
Excess cash flow will be used to protect the offered certificates and Class B
Certificates against some realized losses by making an additional payment of
principal up to the amount of the realized losses or by reimbursing the
principal portion of any realized losses previously allocated to the offered
certificates and Class B Certificates that remain unreimbursed to the extent of
the available distribution amount as described in this prospectus supplement.

OVERCOLLATERALIZATION. On the closing date, the trust will issue an aggregate
certificate principal balance of offered certificates which is less than the
aggregate principal balance of the final mortgage pool as of the cut-off date.
In addition, on each distribution date, to the extent not used to cover realized
losses, any available excess cash flow may be used to pay principal to the
offered certificates and Class B Certificates to the extent required to maintain
the required level of overcollateralization, further reducing the aggregate
certificate principal balance of the offered certificates and Class B
Certificates below the aggregate principal balance of the mortgage loans. The
excess amount of the aggregate principal balance of the mortgage loans
represents overcollateralization, which may absorb some losses on the mortgage
loans, if not covered by excess cash flow as and to the extent described in this
prospectus supplement. This allocation of excess cash flow to pay principal on
the offered certificates and Class B Certificates will reduce the aggregate
certificate principal balance of the offered certificates and Class B
Certificates faster than the aggregate certificate principal balance of the
mortgage loans, until the required level of overcollateralization is reached.

SUBORDINATION. So long as the Class B Certificates remain outstanding, losses on
the mortgage loans which are not covered by amounts received under the swap
agreement, excess cash flow or overcollateralization as and to the extent
described in this prospectus supplement will be allocated to the Class B
Certificates, and the offered certificates will not bear any portion of such
losses. If none of the Class B Certificates are outstanding and the Class M
Certificates remain outstanding, all such losses will be allocated to the class
of Class M Certificates with the lowest payment priority, and the other classes
of offered certificates will not bear any portion of such losses. If none of the
Class B Certificates are outstanding and none of the Class M Certificates are
outstanding, all such losses will be allocated to the Class A-1, Class A-2,
Class A-3 and Class A-4 Certificates, on a pro rata basis, based on the
certificate principal balances thereof.

THE SWAP AGREEMENT. The holders of the Class A Certificates, Class M
Certificates and Class B Certificates will benefit from any payments made by the
swap counterparty under a swap agreement. On each distribution date, the
supplemental interest trust trustee, on behalf of the supplemental interest
trust, will be obligated to make fixed payments, and the swap counterparty will
be obligated to make floating payments, in each case as set forth in the swap
agreement and as described in this prospectus supplement. To the extent that the
fixed payment exceeds the floating payment on any distribution date, amounts
otherwise available to the certificateholders will be applied to make a net swap
payment to the swap counterparty. To the extent that the floating payment
exceeds the fixed payment on any distribution date, the swap counterparty will
make a net swap payment to the supplemental interest trust trustee, on behalf of
the supplemental interest trust, which may be used to cover certain interest
shortfalls, basis risk shortfall carry-forward


                                      S-12



amounts and realized losses as described in this prospectus supplement.

Upon early termination of the swap agreement, the supplemental interest trust
trustee, on behalf of the supplemental interest trust, or the swap counterparty
may be liable to make a swap termination payment to the other party (regardless
of which party has caused the termination). The swap termination payment will be
computed in accordance with the procedures set forth in the swap agreement. In
the event that the supplemental interest trust trustee, on behalf of the
supplemental interest trust, is required to make a swap termination payment to
the swap counterparty, that amount will be paid by the supplemental interest
trust trustee, on behalf of the supplemental interest trust, on the related
distribution date and on any subsequent distribution dates until paid in full,
prior to any distribution to the Class A Certificates, Class M Certificates and
Class B Certificates, except for certain swap termination payments resulting
from an event of default by or certain termination events with respect to the
swap counterparty as described in this prospectus supplement, for which payments
by the supplemental interest trust trustee, on behalf of the supplemental
interest trust, to the swap counterparty will be subordinated to all
distributions to the Class A Certificates, Class M Certificates and Class B
Certificates. The swap agreement will terminate after the distribution date in
March 2012.

Except as described in the second preceding sentence, amounts payable by the
supplemental interest trust trustee, on behalf of the supplemental interest
trust, to the swap counterparty will be deducted from available funds before
distribution to certificateholders.

See "The Swap Counterparty" and "Description of the Certificates--The Swap
Agreement" in this prospectus supplement.

ADVANCES

With respect to any month, if the master servicer receives a payment on a
mortgage loan that is less than the full scheduled payment, or if no payment is
received at all, the master servicer will advance its own funds to cover that
shortfall. However, the master servicer will make an advance only if it
determines that the advance will be recoverable from future payments or
collections on that mortgage loan.

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

OPTIONAL TERMINATION

On any distribution date on which the aggregate stated principal balance of the
mortgage loans after giving effect to distributions to be made on that
distribution date is less than 10% of the aggregate principal balance of the
final mortgage pool as of the cut-off date, the master servicer or its designee
may, but will not be required to:

o     purchase from the trust all of the remaining mortgage loans and cause an
      early retirement of the certificates;

      or

o     to the extent permitted under the pooling and servicing agreement purchase
      all of the certificates.

The optional termination price paid by the master servicer or its designee will
also include (i) certain amounts owed by Residential Funding as seller of the
mortgage loans, under the terms of the agreement pursuant to which Residential
Funding will sell the mortgage loans to the depositor, that remain unpaid on the
date of the optional termination and (ii) any swap termination payment payable
to the swap counterparty then remaining unpaid or which is due as a result of
the exercise of such option.

An optional purchase of the certificates will cause the outstanding certificate
principal balance of the certificates to be paid in full with accrued interest.

See "Pooling and Servicing Agreement-- Termination" in this prospectus
supplement and "The Agreements--Termination: Retirement of Securities" in the
accompanying prospectus.

RATINGS

When issued, the offered certificates will receive the ratings listed on page
S-6 of this prospectus supplement. A security rating is not a recommendation to
buy, sell or hold a security and may be changed or withdrawn at any time by the
assigning rating agency. The ratings also do not address the rate of principal
prepayments on the mortgage loans. The rate of prepayments, if different than
originally anticipated, could adversely affect the yields realized by holders of
the offered certificates. In addition, the ratings do not address the likelihood


                                      S-13



of the receipt of any amounts in respect of prepayment interest shortfalls,
shortfalls due to the Servicemembers Civil Relief Act or similar legislation or
basis risk shortfalls.

See "Ratings" in this prospectus supplement.

LEGAL INVESTMENT

The offered certificates will not be "mortgage related securities" for purposes
of the Secondary Mortgage Market Enhancement Act of 1984. You should consult
your legal advisors in determining whether and to what extent the offered
certificates constitute legal investments for you.

See "Legal Investment" in this prospectus supplement and "Legal Investment
Matters" in the accompanying prospectus.

ERISA CONSIDERATIONS

Subject to the considerations described in this prospectus supplement, the
offered certificates are expected to be considered eligible for purchase by
persons investing assets of employee benefit plans or individual retirement
accounts. However, the offered certificates may not be acquired or held by a
person investing assets of any such plans or individual retirement accounts
before the termination of the swap agreement, unless such acquisition or holding
is eligible for the exemptive relief available under the Service Provider
Exemption or one of the Investor-Based Exemptions described in this prospectus
supplement under "ERISA Considerations".

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

TAX STATUS

For federal income tax purposes, the depositor will elect to treat the trust,
exclusive of the supplemental interest trust and the swap agreement, as two
REMICs. Each offered certificate will represent ownership of a regular interest
in a REMIC, which generally will be treated as a debt instrument for federal
income tax purposes, and the right to receive payments in respect of any basis
risk shortfall carry-forward amounts. Offered certificateholders will be
required to include in income all interest and original issue discount, if any,
on their certificates in accordance with the accrual method of accounting
regardless of the certificateholder's usual method of accounting. For federal
income tax purposes, each class of Class R Certificates will represent the sole
residual interest in the related REMIC.

For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Material Federal Income Tax
Consequences" in this prospectus supplement and in the accompanying prospectus.


                                      S-14



                                  RISK FACTORS

      The offered certificates are not suitable investments for all investors.
In particular, you should not purchase any class of the offered certificates
unless you understand the prepayment, credit, liquidity and market risks
associated with that class.

      The offered certificates are complex securities. You should possess,
either alone or together with an investment advisor, the expertise necessary to
evaluate the information contained in this prospectus supplement and the
accompanying prospectus in the context of your financial situation and tolerance
for risk.

      You should carefully consider, among other things, the following risk
factors in connection with the purchase of the offered certificates:

RISKS ASSOCIATED WITH THE MORTGAGE LOANS



THE RETURN ON YOUR              Losses on the mortgage loans may occur due to a wide variety of causes,
CERTIFICATES MAY BE AFFECTED    including a decline in real estate values and adverse changes in the
BY LOSSES ON THE MORTGAGE       borrower's financial condition. A decline in real estate values or
LOANS, WHICH COULD OCCUR DUE    economic conditions nationally or in the regions where the mortgaged
TO A VARIETY OF CAUSES.         properties are located may increase the risk of losses on the mortgage
                                loans.

MANY OF THE MORTGAGE LOANS      The mortgage loans were evaluated pursuant to the program described in
HAVE UNDERWRITING EXCEPTIONS    this prospectus supplement. See "Description of the Mortgage
AND OTHER ATTRIBUTES THAT MAY   Pool--Underwriting Standards" in this prospectus supplement. The
INCREASE RISK OF LOSS ON THE    mortgage loans are ineligible for inclusion in other securitizations
MORTGAGE LOANS.                 conducted by Residential Funding or any one of its affiliates using the
                                standard selection criteria for those securitizations. The mortgage
                                loans include loans that:

                                o     are secured by non-owner occupied properties, which constitute
                                      approximately 27.4% of the mortgage pool by principal balance,
                                      which may present a greater risk that the borrower will stop making
                                      monthly payments if the borrower's financial condition
                                      deteriorates;

                                o     were made to borrowers who have debt-to-income ratios greater than
                                      approximately 50.00% (i.e., the amount of debt the borrower owes
                                      represents a large portion of his or her income), which constitute
                                      7.2% of the mortgage pool by principal balance, and if a
                                      deterioration of any borrower's financial condition could make it
                                      difficult for that borrower to continue to make mortgage payments;

                                o     were made to borrowers whose income is not verified, including
                                      borrowers who may not be required to state their income, which
                                      constitute approximately 80.1% of the mortgage pool by principal
                                      balance, which may increase the risk that the borrower's income is
                                      less than that represented;

                                o     have factors and characteristics that cause the loan to be
                                      ineligible for inclusion in another securitization conducted by
                                      Residential Funding or any one of its affiliates, other than on an
                                      exception basis, which constitute all of the mortgage pool by
                                      principal balance, and these factors and characteristics may
                                      increase the likelihood that realized losses will be allocated to
                                      the certificateholders;



                                      S-15





                                o     have loan-to-value ratios at origination greater than 80% of the
                                      value of the mortgaged property, which constitute approximately
                                      25.7% of the mortgage loans, and these mortgage loans may have an
                                      increased risk that the value of the mortgaged property will not be
                                      sufficient to satisfy these mortgage loans upon foreclosure; and

                                o     have delinquency histories that do not comply with the standard
                                      requirements for other securitizations conducted by Residential
                                      Funding or any one of its affiliates, and mortgage loans with a
                                      history of delinquencies may be more likely to experience
                                      delinquencies in the future.

                                The foregoing characteristics of the mortgage loans may adversely affect
                                the performance of the mortgage pool and the value of the offered
                                certificates as compared to other mortgage pools and other series of
                                mortgage pass-through certificates issued by the depositor and its
                                affiliates.

                                Investors should note that approximately 2.7% of the mortgage loans were
                                made to borrowers that have credit scores of less than 600, excluding
                                mortgage loans with credit scores that were not available. These
                                mortgage loans and mortgage loans with higher loan-to-value ratios may
                                present a greater risk of loss. Approximately 15.1% of the mortgage
                                loans are mortgage loans with loan-to-value ratios at origination in
                                excess of 80%, that are not insured by a primary mortgage insurance
                                policy and there may be an increased likelihood that the value of the
                                related mortgaged property would not be sufficient to satisfy such a
                                mortgage loan upon foreclosure unless the value of the mortgaged
                                property increases.

                                In addition, in determining loan-to-value ratios for certain mortgage
                                loans, the value of the related mortgaged property may be based on an
                                appraisal that is up to 24 months old if there is a supporting broker's
                                price opinion, automated valuation, drive-by appraisal or other
                                certification of value. If such an appraisal does not reflect current
                                market values and such market values have declined, the likelihood that
                                proceeds from a sale of the mortgaged property may be insufficient to
                                repay the mortgage loan is increased.

THE MORTGAGE LOANS WERE         The mortgage loans included in the trust were originally underwritten in
UNDERWRITTEN IN ACCORDANCE      accordance with a variety of underwriting standards under several
WITH A VARIETY OF               different programs. The standards under which the mortgage loans were
UNDERWRITING STANDARDS AND      underwritten are less stringent than the underwriting standards applied
PROGRAMS, WHICH MAY INCREASE    by other first mortgage loan purchase programs such as those run by
THE RISK OF LOSS ON THE         Fannie Mae or Freddie Mac, or pursuant to the other programs of
MORTGAGE LOANS.                 Residential Funding or its affiliates. See "Description of the Mortgage
                                Pool--Underwriting Standards." As a result, the mortgage loans are likely
                                to experience rates of delinquency, foreclosure and bankruptcy that are
                                higher, and that may be substantially higher, than those experienced by
                                mortgage loans underwritten in a more traditional manner.



                                      S-16





THE RETURN ON YOUR              The Servicemembers Civil Relief Act, as amended, or the Relief Act,
CERTIFICATES COULD BE REDUCED   provides relief to borrowers who enter active military service and to
BY SHORTFALLS DUE TO THE        borrowers in reserve status who are called to active duty after the
SERVICEMEMBERS CIVIL RELIEF     origination of their mortgage loan. Current or future military
ACT.                            operations of the United States may increase the number of borrowers who
                                may be in active military service, including persons in reserve status
                                who may be called to active duty. The Relief Act provides generally
                                that a borrower who is covered by the Relief Act 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. These shortfalls will reduce
                                the amount of interest payable on the offered certificates. Interest
                                reductions on the mortgage loans due to application of the Relief Act or
                                similar legislation or regulations will reduce the amount of interest
                                payable on each class of offered certificates on a pro rata basis. The
                                master servicer is not required to advance these shortfalls and these
                                shortfalls will not be covered by overcollateralization, subordination
                                or any other form of credit enhancement, except that interest shortfalls
                                as a result of the application of the Relief Act in an interest accrual
                                period may be covered by amounts received under the swap agreement and
                                excess cash flow in that interest accrual period in the manner and
                                priority described under "Description of the Certificates--Excess Cash
                                Flow and Overcollateralization" and "--The Swap Agreement" in this
                                prospectus supplement.

                                The Relief Act also limits the ability of the servicer to foreclose on a
                                mortgage loan during the borrower's period of active duty and, in some
                                cases, during an additional three month period thereafter. As a result,
                                there may be delays in payment and increased losses on the mortgage
                                loans. Those delays and increased losses will be borne primarily by the
                                class of certificates with the lowest payment priority that has a
                                certificate principal balance greater than zero, to the extent not
                                covered by amounts received under the swap agreement, excess cash flow
                                or overcollateralization.

                                We do not know how many mortgage loans have been or may be affected by
                                the application of the Relief Act.

                                See "Certain Legal Aspects of the Loans--Servicemembers Civil Relief Act"
                                in the accompanying prospectus.

THE MORTGAGE POOL IS NOT        The mortgage pool consists of a variety of mortgage loans, including a
HOMOGENEOUS. AS A RESULT, IT    variety of underwriting standards, credit quality, mortgage loan types,
MAY BE DIFFICULT TO             payment terms, property types and originators. In addition, the
ANTICIPATE THE PERFORMANCE OF   adjustable-rate mortgage loans have a wide range of interest rates,
THE MORTGAGE POOL.              indices, initial adjustment dates and periodic adjustment dates. As a
                                result, the loss and delinquency experience of the mortgage loans may
                                differ substantially from the characteristics of more homogeneous pools,
                                and may be difficult to project. See "Description of the Mortgage Pool"
                                in this prospectus supplement.



                                      S-17





THE MORTGAGE LOANS WITH         As of the cut-off date, approximately 53.4% of the mortgage loans
INTEREST ONLY PAYMENTS MAY      require the related borrowers to make monthly payments of accrued
AFFECT THE YIELD ON THE         interest, but not principal, for up to the first 10 years following
OFFERED CERTIFICATES.           origination. Interest during that period is calculated at a fixed
                                mortgage rate. After the interest only period, the mortgage rate on
                                these mortgage loans will be reset and the related borrower's monthly
                                payment will be recalculated to cover both interest and principal so
                                that the mortgage loan will be paid in full by its final payment date.
                                As a result, if the monthly payment increases, the related borrower may
                                not be able to pay the increased amount and may default or may refinance
                                the loan to avoid the higher payment.

                                In addition, because no scheduled principal payments are required to be
                                made on these mortgage loans for a period of time, the offered
                                certificates will receive smaller scheduled principal distributions
                                during that period than they would have received if the related
                                borrowers were required to make monthly payments of interest and
                                principal from origination of these mortgage loans. Absent other
                                considerations, this slower rate of principal distributions will result
                                in longer weighted average lives of the offered certificates than would
                                otherwise be the case if none of the mortgage loans had interest only
                                periods.

SOME OF THE MORTGAGE LOANS      Approximately 13.4% of the mortgage loans are not fully amortizing over
PROVIDE FOR LARGE PAYMENTS AT   their terms to maturity and thus, will require substantial principal
MATURITY.                       payments, sometimes called a balloon amount, at their stated maturity.
                                Mortgage loans which require payment of a balloon amount involve a
                                greater degree of risk because the ability of a mortgagor to pay a
                                balloon amount typically will depend upon the mortgagor's ability either
                                to timely refinance the loan or to sell the related mortgaged property.
                                See "Description of the Mortgage Pool" in this prospectus supplement.

                                Approximately 9.2%, 2.6% and 0.1% of the mortgage loans by cut-off date
                                principal balance are adjustable rate mortgage loans that are intended
                                to provide for monthly payments that amortize the principal balance
                                thereof over terms of 40 years, 45 years or 50 years, respectively, from
                                origination with a required balloon payment after 30 years from
                                origination. A possible interpretation of some of the mortgage loans
                                with 40 year amortization terms may imply that the monthly payments are
                                to be reset after the first adjustment date so that the monthly payment
                                will amortize the principal balance of the mortgage loans over a term of
                                30 years from origination. Residential Funding will service these loans
                                based on a 40 year amortization term that will result in the borrower
                                being required to make a balloon payment 30 years after the origination
                                date. In the event such loan is considered to provide for a 30 year
                                amortization term, Residential Funding will repurchase the related
                                mortgage loan. Because the assumptions set forth in this prospectus
                                supplement have assumed that those mortgage loans amortize over a term
                                of 40 years from origination, if Residential Funding repurchases any of
                                the related mortgage loans from the trust, the weighted average lives of
                                the offered certificates may be shortened.



                                      S-18





SOME OF THE MORTGAGE LOANS      Some of the mortgage loans included in the trust, as more fully
ARE EITHER CURRENTLY            described under "Description of the Mortgage Pool--Mortgage Loan
DELINQUENT OR HAVE BEEN         Characteristics" in this prospectus supplement, are either currently
DELINQUENT IN THE PAST,         delinquent or have been delinquent in the past. As of the cut-off date,
WHICH MAY INCREASE THE RISK     none of the mortgage loans are 30 to 59 days delinquent in payment of
OF LOSS ON THE MORTGAGE         principal and interest. As of the cut-off date, none of the mortgage
LOANS.                          loans are 60 or more days delinquent in payment of principal and
                                interest. For a description of the methodology used to categorize
                                mortgage loans as delinquent see "Description of the Mortgage
                                Pool--Static Pool Information" in this prospectus supplement. Mortgage
                                loans with a history of delinquencies are more likely to experience
                                delinquencies in the future, even if these mortgage loans are current as
                                of the cut-off date. See "Description of the Mortgage Pool--Mortgage
                                Loan Characteristics" and "Pooling and Servicing Agreement--The Master
                                Servicer" in this prospectus supplement.

THE RETURN OF THE OFFERED       One risk associated with investing in mortgage-backed securities is
CERTIFICATES MAY BE             created by any concentration of the related properties in one or more
PARTICULARLY SENSITIVE TO       specific geographic regions. Approximately 19.8% and 15.8% of the
CHANGES IN REAL ESTATE          mortgage loans, respectively, are located in California and Florida. If
MARKETS IN SPECIFIC REGIONS.    the regional economy or housing market weakens in California and
                                Florida, or any other region having a significant concentration of
                                properties underlying the mortgage loans, the mortgage loans in that
                                region may experience high rates of loss and delinquency resulting in
                                losses allocated to the offered certificates. A region's economic
                                condition and housing market may be adversely affected by a variety of
                                events, including natural disasters such as earthquakes, hurricanes,
                                floods and eruptions, civil disturbances such as riots and other
                                disruptions such as ongoing power outages or terrorist actions or acts
                                of war. The economic impact of any of those events may also be felt in
                                areas beyond the region immediately affected by the disaster or
                                disturbance. The properties underlying the mortgage loans may be
                                concentrated in these regions. This concentration may result in greater
                                losses to certificateholders than those generally present for similar
                                mortgage backed securities without that concentration.

                                Several hurricanes, which struck Louisiana, Alabama, Mississippi, Texas
                                and Florida in 2005, may have adversely affected mortgaged properties
                                located in those states. Generally, the mortgage pool does not include
                                mortgage loans secured by mortgaged properties located in the Federal
                                Emergency Management Agency ("FEMA")- designated individual assistance
                                zones. However, FEMA-designated individual assistance zones are subject
                                to change from time to time by FEMA and, therefore, no assurance can be
                                given that the mortgage pool is free of mortgage loans secured by
                                mortgaged properties located in those areas. Further, mortgage loans in
                                the mortgage pool may be secured by mortgaged properties in
                                FEMA-designated public assistance areas, which also may include mortgaged
                                properties in areas that were affected by the hurricanes. Residential
                                Funding will make a representation and warranty that each mortgaged
                                property is free of damage and in good repair as of the closing date. In
                                the event that a mortgaged property is damaged as of the closing date and
                                that damage materially and adversely affects the value of or the
                                interests of the holders of the certificates in the related mortgage
                                loan, Residential Funding will be required to repurchase the related
                                mortgage loan from the trust. Any such repurchases may shorten the
                                weighted average lives of the certificates. We do not know how many
                                mortgaged



                                      S-19





                                properties have been or may be affected by the hurricanes and therefore
                                whether the payment experience on any mortgage loan in the mortgage pool
                                will be affected.

RISING INTEREST RATES MAY       The adjustable rate mortgage loans have interest rates which increase as
ADVERSELY AFFECT THE VALUE OF   the applicable index increases. If market interest rates increase
YOUR CERTIFICATES.              significantly, the likelihood that borrowers may not be able to pay
                                their increased interest payments would increase, resulting in greater
                                defaults on these mortgage loans. In addition, rising interest rates
                                may adversely affect housing prices and the economy generally, thereby
                                increasing the likelihood of defaults and losses on these mortgage loans.

A TRANSFER OF MASTER            If the master servicer defaults in its obligations under the pooling and
SERVICING IN THE EVENT OF       servicing agreement, the master servicing of the mortgage loans may be
A MASTER SERVICER DEFAULT       transferred to the trustee or an alternate master servicer, as described
MAY INCREASE THE RISK OF        under "The Agreements--Events of Default; Rights Upon Event of Default"
PAYMENT APPLICATION ERRORS.     in the accompanying prospectus. In the event of such a transfer of
                                master servicing there may be an increased risk of errors in applying
                                payments from borrowers or in transmitting information and funds to the
                                successor master servicer.

HIGH LTV LOANS WITHOUT
MORTGAGE INSURANCE

THE MORTGAGE POOL INCLUDES      As of the cut-off date, approximately 15.1% of the mortgage loans have a
CERTAIN LOANS THAT MAY BE       loan-to-value ratio at origination in excess of 80% but are not insured
SUBJECT TO A HIGHER RISK        by a primary mortgage insurance policy. Although primary mortgage
OF LOSS.                        insurance policy is generally required for mortgage loans with a
                                loan-to-value ratio in excess of 80%, no such insurance was required for
                                these loans under the applicable underwriting criteria. The likelihood
                                that the value of the related mortgaged property would not be sufficient
                                to satisfy the mortgage loan upon foreclosure is greater for these types
                                of loans, resulting in a higher likelihood of losses with respect to
                                these types of loans.

RISKS RELATING TO PRIMARY
MORTGAGE INSURERS

YOU MAY INCUR LOSSES IF A       As of the cut-off date, approximately 10.7% of the mortgage loans have a
PRIMARY MORTGAGE INSURER        loan-to-value ratio at origination in excess of 80% and are insured by a
FAILS TO MAKE PAYMENTS          primary mortgage insurance policy issued by  Republic Mortgage Insurance
UNDER A PRIMARY MORTGAGE        Company, United Guaranty Residential Insurance Company, Mortgage
INSURANCE POLICY.               Guaranty Insurance Corporation, PMI Mortgage Insurance Company, Triad
                                Guaranty, General Electric Mortgage Insurance Corporation/Genworth
                                Mortgage Insurance Company and Radian f/k/a Commonwealth. If such a
                                mortgage loan were subject to a foreclosure and the value of the related
                                mortgaged property were not sufficient to satisfy the mortgage loan,
                                payments under the primary mortgage insurance policy would be required
                                to avoid any losses, or to reduce the losses on, such a mortgage loan.
                                If the insurer is unable or refuses to pay a claim, the amount of such
                                losses would be allocated to holders of certificates as realized losses.



                                      S-20





LIMITED OBLIGATIONS

CREDIT ENHANCEMENT IS           The only credit enhancement for the offered certificates will be the
LIMITED.                        excess cash flow, amounts received under the swap agreement,
                                overcollateralization, and with respect to the Class A Certificates, the
                                subordination provided by the Class M Certificates and the Class B
                                Certificates, and, with respect to the Class M Certificates, the
                                subordination provided by the Class B Certificates and any class of Class
                                M Certificates with a lower payment priority. Therefore, if there is no
                                excess cash flow, the amount of overcollateralization is reduced to zero
                                and there are no amounts available under the swap agreement, subsequent
                                losses generally will be allocated to Class B Certificates until the
                                certificate principal balance of the Class B Certificates is reduced to
                                zero. If the certificate principal balance of the Class B Certificates is
                                reduced to zero, subsequent losses will be allocated to the most
                                subordinate class of Class M Certificates, in each case until the
                                certificate principal balance of such class has been reduced to zero. If
                                none of the Class B Certificates are outstanding and if none of the Class
                                M Certificates are outstanding, subsequent losses generally will be
                                allocated to the Class A Certificates as described in this prospectus
                                supplement. See "Description of the Certificates--Allocation of Losses"
                                in this prospectus supplement.

                                None of the depositor, the master servicer or any of their affiliates
                                will have any obligation to replace or supplement the credit enhancement,
                                or to take any other action to maintain any rating of the offered
                                certificates. If any losses are incurred on the mortgage loans that are
                                not covered by the credit enhancement, the holders of the offered
                                certificates will bear the risk of these losses. See "Description of
                                Certificates--Allocation of Losses" in this prospectus supplement.

PAYMENTS ON THE MORTGAGE        The offered certificates represent interests only in the RAMP 2006-RS6
LOANS ARE THE PRIMARY           Trust. The offered certificates do not represent an interest in or
SOURCE OF PAYMENTS ON YOUR      obligation of the depositor, the master servicer, the trustee or any of
CERTIFICATES.                   their affiliates. If proceeds from the assets of the RAMP 2006-RS6 Trust
                                are not sufficient to make all payments provided for under the pooling
                                and servicing agreement, investors will have no recourse to the
                                depositor, the master servicer, the trustee or any of their affiliates.

LIQUIDITY RISKS

YOU MAY HAVE TO HOLD YOUR       A secondary market for your offered certificates may not develop. Even if
CERTIFICATES TO MATURITY IF     a secondary market does develop, it may not continue, or it may be
THEIR MARKETABILITY IS          illiquid. Neither the underwriter nor any other person will have any
LIMITED.                        obligation to make a secondary market in your certificates. Illiquidity
                                means you may not be able to find a buyer to buy your securities readily
                                or at prices that will enable you to realize a desired yield. Illiquidity
                                can have an adverse effect on the market value of the offered
                                certificates.

                                Any class of offered certificates may experience illiquidity, although
                                generally illiquidity is more likely for classes that are especially
                                sensitive to prepayment, such as the Class A-1 Certificates, or credit or
                                interest rate risk, such as the Class M Certificates, or such classes of
                                offered certificates that have been structured to meet the investment
                                requirements of limited categories of investors.



                                      S-21





WITHDRAWAL OR DOWNGRADING OF    A security rating is not a recommendation to buy, sell or hold
INITIAL RATINGS WILL LIKELY     securities. Similar ratings on different types of securities do not
REDUCE THE PRICES FOR           necessarily mean the same thing. We recommend that you analyze the
CERTIFICATES.                   significance of each rating independently from any other rating. Any
                                rating agency may change its rating of the offered certificates after the
                                offered certificates are issued if that rating agency believes that
                                circumstances have changed.

                                Any subsequent withdrawal or downgrade in rating will likely reduce the
                                price that a subsequent purchaser will be willing to pay for the offered
                                certificates.

BANKRUPTCY RISKS

BANKRUPTCY PROCEEDINGS COULD    The transfer of the mortgage loans from Residential Funding to the
DELAY OR REDUCE                 depositor is intended by the parties to be and has been documented as a
DISTRIBUTIONS ON THE OFFERED    sale. If Residential Funding were to become bankrupt, a trustee in
CERTIFICATES.                   bankruptcy could attempt to recharacterize the sale of the mortgage loans
                                as a loan secured by the mortgage loans or to consolidate the mortgage
                                loans with the assets of Residential Funding. Any such attempt could
                                result in a delay in or reduction of collections on the mortgage loans
                                available to make payments on the offered certificates. The risk of such
                                a recharacterization with respect to the mortgage loans may be increased
                                by Residential Funding's treatment of the transfer of these mortgage
                                loans as a secured financing for accounting purposes. See "Description of
                                the Certificates--Limited Mortgage Loan Purchase Right" in this
                                prospectus supplement.

THE BANKRUPTCY OF A BORROWER    If a borrower becomes subject to a bankruptcy proceeding, a bankruptcy
MAY INCREASE THE RISK OF        court may require modifications of the terms of a mortgage loan without a
LOSS ON A MORTGAGE LOAN.        permanent forgiveness of the principal amount of the mortgage loan.
                                Modifications have included reducing the amount of each monthly payment,
                                changing the rate of interest and altering the repayment schedule. In
                                addition, a court having federal bankruptcy jurisdiction may permit a
                                debtor to cure a monetary default relating to a mortgage loan on the
                                debtor's residence by paying arrearages within a reasonable period and
                                reinstating the original mortgage loan payment schedule, even though the
                                lender accelerated the mortgage loan and final judgment of foreclosure
                                had been entered in state court. In addition, under the federal
                                bankruptcy law, all actions against a borrower and the borrower's
                                property are automatically stayed upon the filing of a bankruptcy
                                petition.

SPECIAL YIELD AND PREPAYMENT CONSIDERATIONS

THE YIELD TO MATURITY ON        The yield to maturity on your certificates will depend on a variety of
YOUR CERTIFICATES WILL VARY     factors, including:
DEPENDING ON VARIOUS FACTORS.
                                o     the rate and timing of principal payments on the mortgage loans,
                                      including prepayments, defaults and liquidations and repurchases
                                      due to breaches of representations and warranties,

                                o     the allocation of principal distributions among the various classes
                                      of certificates,



                                      S-22





                                o     the rate and timing of realized losses and interest shortfalls on
                                      the mortgage loans,

                                o     the pass-through rate for your certificates,

                                o     the purchase price you paid for your certificates, and

                                o     the timing of the exercise of the optional termination by the
                                      master servicer or its designee,

                                The rates of prepayments and defaults are two of the most important and
                                least predictable of these factors. No assurances are given that the
                                mortgage loans will prepay at any particular rate. In addition, the
                                master servicer may purchase any mortgage loan that is at least 90 days
                                delinquent. Such repurchases would increase the prepayment rates on the
                                mortgage loans.

                                In general, if you purchase a certificate at a price higher than its
                                outstanding certificate principal balance and principal distributions
                                occur faster than you assumed at the time of purchase, your yield will be
                                lower than anticipated. Conversely, if you purchase a certificate at a
                                price lower than its outstanding certificate principal balance and
                                principal distributions occur more slowly than you assumed at the time of
                                purchase, your yield will be lower than anticipated.

THE RATE OF PREPAYMENTS ON      Since mortgagors can generally prepay their mortgage loans at any time,
THE MORTGAGE LOANS WILL VARY    the rate and timing of principal distributions on the offered
DEPENDING ON FUTURE MARKET      certificates are highly uncertain. Generally, when market interest rates
CONDITIONS AND OTHER FACTORS.   increase, mortgagors are less likely to prepay their mortgage loans. This
                                could result in a slower return of principal to you at a time when you
                                might have been able to reinvest those funds at a higher rate of interest
                                than the applicable pass-through rate. On the other hand, when market
                                interest rates decrease, borrowers are generally more likely to prepay
                                their mortgage loans. This could result in a faster return of principal
                                to you at a time when you might not be able to reinvest those funds at an
                                interest rate as high as the applicable pass-through rate.

                                Refinancing programs, which may involve soliciting all or some of the
                                mortgagors to refinance their mortgage loans, may increase the rate of
                                prepayments on the mortgage loans. These programs may be conducted by the
                                master servicer or any of its affiliates, the subservicers or a third
                                party, and may include streamlined documentation programs. Streamlined
                                documentation programs involve less verification of underwriting
                                information than traditional documentation programs.

                                Approximately 42.9% of the mortgage loans provide for payment of a
                                prepayment charge. Prepayment charges may reduce the rate of prepayment
                                on the mortgage loans until the end of the period during which these
                                prepayment charges apply. Prepayment charges received on the mortgage
                                loans may be waived and in any case will not be available for
                                distribution on the offered certificates. See "Description of the
                                Mortgage Pool--Mortgage Loan Characteristics" and "Yield and Prepayment
                                Considerations" in this prospectus supplement and "Maturity and
                                Prepayment Considerations" in the accompanying prospectus.



                                      S-23





THE OFFERED CERTIFICATES ARE    The offered certificates are each subject to various priorities for
EACH SUBJECT TO DIFFERENT       payment of principal as described in this prospectus supplement.
PAYMENT PRIORITIES.             Distributions of principal on the offered certificates having an earlier
                                priority of payment will be affected by the rates of prepayment of the
                                mortgage loans early in the life of the mortgage pool. Those classes of
                                offered certificates with a later priority of payment will be affected by
                                the rates of prepayment of the mortgage loans experienced both before and
                                after the commencement of principal distributions on such classes.

THE PASS-THROUGH RATES ON       The pass-through rates on the Class A Certificates, Class M Certificates
THE CLASS A CERTIFICATES,       and Class B Certificates for each distribution date are subject to a cap
CLASS M CERTIFICATES AND THE    equal to the weighted average of the net mortgage rates on the mortgage
CLASS B CERTIFICATES ARE        loans (after taking into account any net swap payments owed to the swap
SUBJECT TO A CAP.               counterparty or swap termination payments owed to the swap counterparty
                                not due to a swap counterparty trigger event), adjusted to an actual over
                                360-day rate. Therefore, the prepayment of the related mortgage loans
                                with higher mortgage rates may result in lower pass-through rates on the
                                Class A Certificates, Class M Certificates and Class B Certificates.

                                Investors in the Class A Certificates, Class M Certificates and Class B
                                Certificates should be aware that the mortgage rates on the
                                adjustable-rate mortgage loans are generally adjustable semi-annually or
                                annually based on the related index as described in this prospectus
                                supplement, and sometimes after a fixed interest rate period.
                                Consequently, the interest that would accrue at the weighted average net
                                mortgage rate on the adjustable-rate mortgage loans during the related
                                due period will be sensitive to fluctuations in the levels of the related
                                indices on the adjustable-rate mortgage loans, and may be less than
                                interest that would accrue on the Class A Certificates, Class M
                                Certificates and Class B Certificates at the per annum rate of One-Month
                                LIBOR plus the related margin. In a rising interest rate environment, the
                                Class A Certificates, Class M Certificates and Class B Certificates may
                                receive interest at the weighted average net mortgage rate of the
                                mortgage loans (after taking into account any net swap payments owed to
                                the swap counterparty or swap termination payments owed to the swap
                                counterparty not due to a swap counterparty trigger event), adjusted to
                                an actual over 360-day rate, for a protracted period of time.

                                To the extent the weighted average net mortgage rate of the mortgage
                                loans (after taking into account any net swap payments owed to the swap
                                counterparty or swap termination payments owed to the swap counterparty
                                not due to a swap counterparty trigger event) is paid to any class of the
                                Class A Certificates, Class M Certificates and Class B Certificates, the
                                difference between that weighted average net mortgage rate (after taking
                                into account any net swap payments owed to the swap counterparty or swap
                                termination payments owed to the swap counterparty not due to a swap
                                counterparty trigger event), adjusted to an actual over 360-day rate, and
                                One-Month LIBOR plus the related margin will create a shortfall that will
                                carry forward with interest thereon. Any resulting shortfall will be
                                payable only from excess cash flow and amounts received under the swap
                                agreement, to the extent available for that purpose, as and to the extent
                                described in this prospectus supplement. These shortfalls may remain
                                unpaid on the optional termination date or on the final distribution
                                date. Also, in this situation, the amount of excess cash flow from the
                                mortgage loans



                                      S-24





                                may be substantially reduced. To the extent that distributions on the
                                offered certificates and Class B Certificates depend in part on payments
                                to be received by the supplemental interest trust trustee, on behalf of
                                the supplemental interest trust, under the swap agreement, the ability of
                                the trustee to make such distributions on such certificates will be
                                subject to the credit risk of the swap counterparty to the swap
                                agreement. The swap agreement terminates after the distribution date in
                                March 2012.

                                If the swap counterparty defaults on its obligations under the swap
                                agreement, then there may be insufficient funds to cover such amounts and
                                the amount available for distribution to the offered certificates may be
                                reduced.

                                See "Summary--Credit Enhancement" and "Description of the
                                Certificates--Allocation of Losses" in this prospectus supplement.

THE CLASS M CERTIFICATES        The yields to investors in the Class M Certificates will be sensitive to
HAVE DIFFERENT YIELD AND        the rate and timing of losses on the mortgage loans, to the extent not
PAYMENT CONSIDERATIONS DUE      covered by excess cash flow, amounts received under the swap agreement,
TO THEIR PAYMENT PRIORITY.      overcollateralization or the Class B Certificates. Losses, to the extent
                                not covered by excess cash flow, amounts received under the swap
                                agreement, overcollateralization or the Class B Certificates will be
                                allocated to the most subordinate class of Class M Certificates
                                outstanding. The principal portion of any realized losses previously
                                allocated to the Class M Certificates that remain unreimbursed may be
                                covered by excess cash flow and amounts received under the swap
                                agreement, as and to the extent described in this prospectus supplement.

                                See "Summary--Credit Enhancement" and "Description of the
                                Certificates--Allocation of Losses" in this prospectus supplement.

                                It is not expected that the Class M Certificates will receive any
                                distributions of principal payments until the earlier of (i) the
                                distribution date immediately succeeding the distribution date on which
                                the aggregate certificate principal balance of the Class A Certificates
                                has been reduced to zero and (ii) the later of the distribution date in
                                November 2009 and the first distribution date on which the sum of the
                                overcollateralization amount and the aggregate certificate principal
                                balance of the Class M and Class B Certificates prior to giving effect to
                                principal payments on that distribution date is greater than or equal to
                                approximately 24.80% of the aggregate principal balance of the mortgage
                                loans after giving effect to distributions to be made on that
                                distribution date, provided that certain loss and delinquency tests are
                                satisfied. As a result, the weighted average lives of the Class M
                                Certificates may be longer than would otherwise be the case. In addition,
                                after the Class M Certificates and the Class B Certificates commence
                                receiving principal payments, the most subordinate class of Class M
                                Certificates may be retired before the more senior classes of Class M
                                Certificates.

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

AMOUNTS AVAILABLE UNDER THE     Any amounts payable to the supplemental interest trust trustee, on behalf
SWAP AGREEMENT FROM THE SWAP    of the supplemental interest trust, by the swap counterparty under the
COUNTERPARTY MAY BE LIMITED.    swap agreement will be available as described in this prospectus
                                supplement to pay certain interest shortfalls and basis risk



                                      S-25





                                shortfall carry-forward amounts, to increase the overcollateralization
                                amount to the required overcollateralization amount and to cover the
                                principal portion of realized losses as described under "Description of
                                the Certificates--The Swap Agreement--Payments under the Swap Agreement"
                                in this prospectus supplement.

                                However, no amounts will be payable by the swap counterparty unless the
                                floating amount owed by the swap counterparty on a distribution date
                                exceeds the fixed amount owed to the swap counterparty on such
                                distribution date. This will not occur except in periods when one-month
                                LIBOR (as determined pursuant to the swap agreement) exceeds 5.165% per
                                annum on that distribution date. No assurance can be made that any
                                amounts will be received under the swap agreement, or that any such
                                amounts that are received will be sufficient to cover interest
                                shortfalls, basis risk shortfall carry-forward amounts, or certain losses
                                as described in this prospectus supplement and to increase the
                                overcollateralization amount to the required overcollateralization
                                amount. Any net swap payment payable to the swap counterparty under the
                                terms of the swap agreement will reduce amounts available for
                                distribution to certificateholders, and may reduce the pass-through rates
                                of the Class A Certificates, Class M Certificates and Class B
                                Certificates. In addition, any swap termination payment payable to the
                                swap counterparty in the event of an early termination of the swap
                                agreement (other than certain swap termination payments resulting from an
                                event of default by or certain termination events with respect to the
                                swap counterparty, as described in this prospectus supplement) will
                                reduce amounts available for distribution to the Class A Certificates,
                                Class M Certificates and Class B Certificates.



                                      S-26





                                Upon early termination of the swap agreement, the supplemental interest
                                trust trustee, on behalf of the supplemental interest trust, or the swap
                                counterparty 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 agreement. In the event that the supplemental
                                interest trust trustee, on behalf of the supplemental interest trust, is
                                required to make a swap termination payment to the swap counterparty,
                                that amount will be paid on the related distribution date, and on any
                                subsequent distribution dates until paid in full, prior to distributions
                                to the Class A Certificates, Class M Certificates and Class B
                                Certificates (other than certain swap termination payments resulting from
                                an event of default or certain termination events with respect to the
                                swap counterparty as described in this prospectus supplement, which swap
                                termination payments will be subordinated to distributions to the Class A
                                Certificates, Class M Certificates and Class B Certificates). This
                                feature may result in losses on the certificates. Due to the priority of
                                the applications of the available distribution amount, the Class M
                                Certificates will bear the effects of any shortfalls resulting from a net
                                swap payment or swap termination payment by the supplemental interest
                                trust trustee, on behalf of the supplemental interest trust, after such
                                effects are borne by the Class B Certificates but before such effects are
                                borne by the Class A Certificates, and one or more classes of Class M
                                Certificates may suffer a loss as a result of such payment. Investors
                                should note that the level of one-month LIBOR as of October 23, 2006 was
                                approximately 5.320% per annum which means the supplemental interest
                                trust trustee, on behalf of the supplemental interest trust, will not
                                make a net swap payment to the swap counterparty unless and until
                                one-month LIBOR equals or exceeds approximately 5.320% per annum.
                                Payments owed by the supplemental interest trust trustee, on behalf of
                                the supplemental interest trust, to the swap counterparty will reduce the
                                amount of excess cash flow available to cover losses on the mortgage
                                loans, interest shortfalls and basis risk shortfall carry-forward
                                amounts, and to maintain overcollateralization.

                                Net swap payments payable to the supplemental interest trust trustee, on
                                behalf of the supplemental interest trust, by the swap counterparty under
                                the swap agreement will be used to cover certain losses, as described in
                                this prospectus supplement, certain interest shortfalls and basis risk
                                shortfalls and to increase the overcollateralization amount to the
                                required overcollateralization amount. However, if the swap counterparty
                                defaults on its obligations under the swap agreement, then there may be
                                insufficient funds to cover such amounts, and the amount available for
                                distribution to the offered certificates and the Class B Certificates may
                                be reduced. To the extent that distributions on the offered certificates
                                and the Class B Certificates depend in part on payments to be received by
                                the supplemental interest trust trustee, on behalf of the supplemental
                                interest trust, under the swap agreement, the ability of the trustee to
                                make such distributions on such certificates will be subject to the
                                credit risk of the swap counterparty.



                                      S-27





THE RECORDING OF MORTGAGES      The mortgages or assignments of mortgage for some of the mortgage loans
IN THE NAME OF MERS MAY         have been or may be recorded in the name of Mortgage Electronic
AFFECT THE YIELD ON THE         Registration Systems, Inc., or MERS, solely as nominee for the originator
OFFERED CERTIFICATES.           and its successors and assigns. As of the cut-off date, approximately
                                82.9% of the mortgage loans were recorded in the name of MERS. Subsequent
                                assignments of those mortgages are registered electronically through the
                                MERS(R) System. However, if MERS discontinues the MERS(R) System and it
                                becomes necessary to record an assignment of the mortgage to the trustee,
                                then any related expenses shall be paid by the trust and will reduce the
                                amount available to pay principal of and interest on the outstanding
                                class or classes of certificates with the lowest payment priorities.

                                The recording of mortgages in the name of MERS is a relatively new
                                practice in the mortgage lending industry. Public recording officers and
                                others in the mortgage industry may have limited, if any, experience with
                                lenders seeking to foreclose mortgages, assignments of which are
                                registered with MERS. Accordingly, delays and additional costs in
                                commencing, prosecuting and completing foreclosure proceedings and
                                conducting foreclosure sales of the mortgaged properties could result.
                                Those delays and additional costs could in turn delay the distribution of
                                liquidation proceeds to certificateholders and increase the amount of
                                losses on the mortgage loans.

                                For additional information regarding MERS and the MERS(R) System, see
                                "Description of the Mortgage Pool--General" and "Yield and Prepayment
                                Considerations" in this prospectus supplement and "Description of the
                                Securities--Assignment of Loans" in the accompanying prospectus.



                                      S-28



                                 ISSUING ENTITY

      The depositor will establish a trust with respect to Series 2006-RS6 on
the closing date, under a pooling and servicing agreement, dated as of October
30, 2006, among the depositor, the master servicer and the trustee. The pooling
and servicing agreement is governed by the laws of the State of New York. On the
closing date, the depositor will deposit into the trust a pool of mortgage loans
secured by first liens on one- to four-family residential properties. The trust
will not have any additional equity. The pooling and servicing agreement
authorizes the trust to engage only in selling the certificates in exchange for
the mortgage loans, entering into and performing its obligations under the
pooling and servicing agreement, activities necessary, suitable or convenient to
such actions and other activities as may be required in connection with the
conservation of the trust fund and making distributions to certificateholders.

      The pooling and servicing agreement provides that the depositor assigns to
the trustee for the benefit of the certificateholders without recourse all the
right, title and interest of the depositor in and to the mortgage loans.
Furthermore, the pooling and servicing agreement states that, although it is
intended that the conveyance by the depositor to the trustee of the mortgage
loans be construed as a sale, the conveyance of the mortgage loans shall also be
deemed to be a grant by the depositor to the trustee of a security interest in
the mortgage loans and related collateral.

      Capitalized terms in this prospectus supplement have the meanings given
below under "Description of the Certificates--Glossary of Terms" or in the
accompanying prospectus under "Glossary".

                           SPONSOR AND MASTER SERVICER

      Residential Funding, a Delaware limited liability company, buys
residential mortgage loans under several loan purchase programs from mortgage
loan originators or sellers nationwide, including affiliates, that meet its
seller/servicer eligibility requirements and services mortgage loans for its own
account and for others. See "Trust Asset Program--Underwriting Standards" in the
accompanying prospectus for a general description of applicable seller/servicer
eligibility requirements. Residential Funding's principal executive offices are
located at 8400 Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota
55437. Its telephone number is (952) 857-7000. Residential Funding conducts
operations from its headquarters in Minneapolis and from offices located
primarily in California, Texas, Maryland, Pennsylvania and New York. Residential
Funding finances its operations primarily through its securitization program.

      Residential Funding was founded in 1982 and began operations in 1986,
acquiring, servicing and securitizing residential jumbo mortgage loans secured
by first liens on one- to four-family residential properties. GMAC LLC purchased
Residential Funding in 1990. In 1995, Residential Funding expanded its business
to include "subprime" first lien mortgage loans, such as a portion of the
mortgage loans described in this prospectus supplement. Residential Funding also
began to acquire and service "Alt-A," closed-end and revolving loans secured by
second liens in 1995.

      Residential Capital Corporation, the Sponsor's parent, is expected to
convert from a Delaware corporation to a Delaware limited liability company on
or about October 31, 2006.

      The following tables set forth the aggregate principal amount of publicly
offered securitizations of mortgage loans sponsored by Residential Funding for
the past five years and for the nine-month period ended September 30, 2006.
Residential Funding sponsored approximately $23.9 billion and $2.4 billion in
initial aggregate principal amount of mortgage-backed securities in the 2001
calendar year backed by first lien mortgage loans and junior lien mortgage
loans, respectively. Residential Funding sponsored


                                      S-29



approximately $52.1 billion and $2.4 billion in initial aggregate principal
amount of mortgage-backed securities in the 2005 calendar year backed by first
lien mortgage loans and junior lien mortgage loans, respectively. The
percentages shown under "Percentage Change from Prior Year" represent the ratio
of (a) the difference between the current and prior year volume over (b) the
prior year volume.

                        SPONSOR SECURITIZATION EXPERIENCE

FIRST LIEN MORTGAGE LOANS



                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
   VOLUME BY PRINCIPAL BALANCE             2001               2002               2003               2004               2005
---------------------------------    ----------------   ----------------   ----------------   ----------------   ----------------

Prime Mortgages(1)                   $ 16,387,846,100   $ 16,177,753,813   $ 18,964,072,062   $ 11,953,278,792   $ 24,149,038,614

Non-Prime Mortgages(2)               $  7,566,949,253   $ 15,475,700,554   $ 27,931,235,627   $ 24,408,531,445   $ 27,928,496,334
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                $ 23,954,795,353   $ 31,653,454,367   $ 46,895,307,689   $ 36,361,810,237   $ 52,077,534,948
                                     ================   ================   ================   ================   ================

Prime Mortgages(1)                              68.41%             51.11%             40.44%             32.87%             46.37%

Non-Prime Mortgages(2)                          31.59%             48.89%             59.56%             67.13%             53.63%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total Volume                                   100.00%            100.00%            100.00%            100.00%            100.00%
                                     ================   ================   ================   ================   ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                              98.71%             (1.28)%            17.22%            (36.97)%           102.03%

Non-Prime Mortgages(2)                           2.60%            104.52%             80.48%            (12.61)%            14.42%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                           53.34%             32.14%             48.15%            (22.46)%            43.22%
                                     ================   ================   ================   ================   ================


                                       NINE-MONTHS
                                          ENDED
                                      SEPTEMBER 30,
                                     ----------------
   VOLUME BY PRINCIPAL BALANCE             2006
---------------------------------    ----------------

Prime Mortgages(1)                   $ 28,193,519,553

Non-Prime Mortgages(2)               $ 18,503,076,882
                                     ----------------

Total                                $ 46,696,596,435
                                     ================

Prime Mortgages(1)                              60.38%

Non-Prime Mortgages(2)                          39.62%
                                     ----------------

Total Volume                                   100.00%
                                     ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)

Non-Prime Mortgages(2)

Total


JUNIOR LIEN MORTGAGE LOANS



                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
   VOLUME BY PRINCIPAL BALANCE             2001               2002               2003               2004               2005
---------------------------------    ----------------   ----------------   ----------------   ----------------   ----------------

Prime Mortgages(1)                   $  2,438,519,235   $  2,875,005,049   $  3,207,008,585   $  2,085,015,925   $  2,409,506,573

Non-Prime Mortgages(2)                             --                 --                 --                 --                 --
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                $  2,438,519,235   $  2,875,005,049   $  3,207,008,585   $  2,085,015,925   $  2,409,506,573
                                     ================   ================   ================   ================   ================

Prime Mortgages(1)                             100.00%            100.00%            100.00%            100.00%            100.00%

Non-Prime Mortgages(2)                           0.00%              0.00%              0.00%              0.00%              0.00%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          100.00%            100.00%            100.00%            100.00%            100.00%
                                     ================   ================   ================   ================   ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                             (12.07)%            17.90%             11.55%            (34.99)%            15.56%

Non-Prime Mortgages(2)                             --                 --                 --                 --                 --
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total Volume                                   (12.07)%            17.90%             11.55%            (34.99)%            15.56%
                                     ================   ================   ================   ================   ================


                                       NINE-MONTHS
                                          ENDED
                                      SEPTEMBER 30,
                                     ----------------
   VOLUME BY PRINCIPAL BALANCE             2006
---------------------------------    ----------------

Prime Mortgages(1)                   $  2,762,454,877

Non-Prime Mortgages(2)                             --
                                     ----------------

Total                                $  2,762,454,877
                                     ================

Prime Mortgages(1)                             100.00%

Non-Prime Mortgages(2)                           0.00%
                                     ----------------

Total                                          100.00%
                                     ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)

Non-Prime Mortgages(2)

Total Volume



                                      S-30



FIRST LIEN MORTGAGE LOANS



                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
    VOLUME BY NUMBER OF LOANS              2001               2002               2003               2004               2005
---------------------------------    ----------------   ----------------   ----------------   ----------------   ----------------

Prime Mortgages(1)                             57,758             68,077             86,166             55,773             91,631

Non-Prime Mortgages(2)                         71,443            136,789            200,446            170,696            173,796
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                         129,201            204,866            286,612            226,469            265,427
                                     ================   ================   ================   ================   ================

Prime Mortgages(1)                              44.70%             33.23%             30.06%             24.63%             34.52%

Non-Prime Mortgages(2)                          55.30%             66.77%             69.94%             75.37%             65.48%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          100.00%            100.00%            100.00%            100.00%            100.00%
                                     ================   ================   ================   ================   ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                              56.78%             17.87%             26.57%            (35.27)%            64.29%

Non-Prime Mortgages(2)                          (5.21)%            91.47%             46.54%            (14.84)%             1.82%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                           15.14%             58.56%             39.90%            (20.98)%            17.20%
                                     ================   ================   ================   ================   ================


                                       NINE-MONTHS
                                          ENDED
                                      SEPTEMBER 30,
                                     ----------------
    VOLUME BY NUMBER OF LOANS              2006
---------------------------------    ----------------

Prime Mortgages(1)                            103,470

Non-Prime Mortgages(2)                        113,850
                                     ----------------

Total                                         217,320
                                     ================

Prime Mortgages(1)                              47.61%

Non-Prime Mortgages(2)                          52.39%
                                     ----------------

Total                                          100.00%
                                     ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)

Non-Prime Mortgages(2)

Total


JUNIOR LIEN MORTGAGE LOANS



                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
    VOLUME BY NUMBER OF LOANS              2001               2002               2003               2004               2005
---------------------------------    ----------------   ----------------   ----------------   ----------------   ----------------

Prime Mortgages(1)                             62,952             73,188             84,962             51,614             53,071

Non-Prime Mortgages(2)                             --                 --                 --                 --                 --
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          62,952             73,188             84,962             51,614             53,071
                                     ================   ================   ================   ================   ================

Prime Mortgages(1)                             100.00%            100.00%            100.00%            100.00%            100.00%

Non-Prime Mortgages(2)                           0.00%              0.00%              0.00%              0.00%              0.00%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          100.00%            100.00%            100.00%            100.00%            100.00%
                                     ================   ================   ================   ================   ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                             (16.49)%            16.26%             16.09%            (39.25)%             2.82%

Non-Prime Mortgages(2)                             --                 --                 --                 --                 --
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          (16.49)%            16.26%             16.09%            (39.25)%             2.82%
                                     ================   ================   ================   ================   ================


                                       NINE-MONTHS
                                          ENDED
                                      SEPTEMBER 30,
                                     ----------------
    VOLUME BY NUMBER OF LOANS              2006
---------------------------------    ----------------

Prime Mortgages(1)                             55,880

Non-Prime Mortgages(2)                             --
                                     ----------------

Total                                          55,880
                                     ================

Prime Mortgages(1)                             100.00%

Non-Prime Mortgages(2)                           0.00%
                                     ----------------

Total                                          100.00%
                                     ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)

Non-Prime Mortgages(2)

Total


_______________________________
(1)   Product originated under the Jumbo, Alt A, High Loan to Value First Lien
programs and Closed End Home Equity Loan and Home Equity Revolving Credit Line
Loan Junior Lien programs.

(2)   Product originated under the Subprime and Negotiated Conduit Asset
programs. Subprime Mortgage Loans secured by junior liens are included under
First Lien Mortgage Loans--Non-Prime Mortgages because these types of loans are
securitized together in the same mortgage pools.

(3)   Represents year to year growth or decline as a percentage of the prior
year's volume.


                                      S-31



      The following tables set forth the annual average outstanding principal
balance, calculated as of year end or the nine-month period ended September 30,
2006, as applicable, of mortgage loans master serviced by Residential Funding
for the past five years, and the annual average number of such loans for the
same period. Residential Funding was the master servicer of a residential
mortgage loan portfolio of approximately $67.8 billion and $3.5 billion in
average outstanding principal amount during the 2001 calendar year backed by
first lien mortgage loans and junior lien mortgage loans, respectively.
Residential Funding was the master servicer of a residential mortgage loan
portfolio of approximately $101.9 billion and $5.5 billion in average
outstanding principal during the 2005 calendar year backed by first lien
mortgage loans and junior lien mortgage loans, respectively. The percentages
shown under "Percentage Change from Prior Year" represent the ratio of (a) the
difference between the current and prior year volume over (b) the prior year
volume.


                                      S-32



                      MASTER SERVICER SERVICING EXPERIENCE

FIRST LIEN MORTGAGE LOANS



                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
VOLUME BY AVERAGE OUTSTANDING
PRINCIPAL BALANCE                          2001               2002               2003               2004               2005
---------------------------------    ----------------   ----------------   ----------------   ----------------   ----------------

Prime Mortgages(1)                   $ 51,374,446,489   $ 43,282,264,857   $ 33,749,084,171   $ 32,453,682,854   $ 47,935,800,813

Non-Prime Mortgages(2)               $ 16,429,992,363   $ 24,910,565,613   $ 39,334,697,127   $ 50,509,138,736   $ 53,938,083,312
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                $ 67,804,438,852   $ 68,192,830,470   $ 73,083,781,298   $ 82,962,821,591   $101,873,884,125
                                     ================   ================   ================   ================   ================

Prime Mortgages(1)                              75.77%             63.47%             46.18%             39.12%             47.05%

Non-Prime Mortgages(2)                          24.23%             36.53%             53.82%             60.88%             52.95%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          100.00%            100.00%            100.00%            100.00%            100.00%
                                     ================   ================   ================   ================   ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                              (3.91)%           (15.75)%           (22.03)%            (3.84)%            47.71%

Non-Prime Mortgages(2)                          27.94%             51.62%             57.90%             28.41%              6.79%
                                     ----------------   ----------------   ----------------   ----------------   ----------------
Total Based on Average
Outstanding Principal Balance                    2.26%              0.57%              7.17%             13.52%             22.79%
                                     ================   ================   ================   ================   ================


                                       NINE-MONTHS
                                          ENDED
                                      SEPTEMBER 30,
                                     ----------------
VOLUME BY AVERAGE OUTSTANDING
PRINCIPAL BALANCE                          2006
---------------------------------    ----------------

Prime Mortgages(1)                   $ 72,027,927,892

Non-Prime Mortgages(2)               $ 57,919,785,869
                                     ----------------

Total                                $129,947,713,761
                                     ================

Prime Mortgages(1)                              55.43%

Non-Prime Mortgages(2)                          44.57%
                                     ----------------

Total                                          100.00%
                                     ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
----------------------------------

Prime Mortgages(1)

Non-Prime Mortgages(2)

Total Based on Average
Outstanding Principal Balance


JUNIOR LIEN MORTGAGE LOANS



                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
VOLUME BY AVERAGE OUTSTANDING
PRINCIPAL BALANCE                          2001               2002               2003               2004               2005
---------------------------------    ----------------   ----------------   ----------------   ----------------   ----------------

Prime Mortgages(1)                   $  3,512,887,567   $  4,102,615,571   $  4,365,319,862   $  5,135,640,057   $  5,476,133,777

Non-Prime Mortgages(2)               $              0   $              0   $              0   $              0   $              0
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                $  3,512,887,567   $  4,102,615,571   $  4,365,319,862   $  5,135,640,057   $  5,476,133,777
                                     ================   ================   ================   ================   ================

Prime Mortgages(1)                             100.00%            100.00%            100.00%            100.00%            100.00%

Non-Prime Mortgages(2)                           0.00%              0.00%              0.00%              0.00%              0.00%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          100.00%            100.00%            100.00%            100.00%            100.00%
                                     ================   ================   ================   ================   ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                              13.85%             16.79%              6.40%             17.65%              6.63%

Non-Prime Mortgages(2)                             --                 --                 --                 --                 --
                                     ----------------   ----------------   ----------------   ----------------   ----------------
Total Based on Average
Outstanding Principal Balance                   13.85%             16.79%              6.40%             17.65%              6.63%
                                     ================   ================   ================   ================   ================


                                       NINE-MONTHS
                                          ENDED
                                      SEPTEMBER 30,
                                     ----------------
VOLUME BY AVERAGE OUTSTANDING
PRINCIPAL BALANCE                          2006
---------------------------------    ----------------

Prime Mortgages(1)                   $  6,819,928,763

Non-Prime Mortgages(2)               $              0
                                     ----------------

Total                                $  6,819,928,763
                                     ================

Prime Mortgages(1)                             100.00%

Non-Prime Mortgages(2)                           0.00%
                                     ----------------

Total                                          100.00%
                                     ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)

Non-Prime Mortgages(2)

Total Based on Average
Outstanding Principal Balance



                                      S-33



FIRST LIEN MORTGAGE LOANS



                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
VOLUME BY AVERAGE NUMBER OF LOANS          2001               2002               2003               2004               2005
---------------------------------    ----------------   ----------------   ----------------   ----------------   ----------------

Prime Mortgages(1)                            237,946            202,938            168,654            156,745            201,903

Non-Prime Mortgages(2)                        168,058            242,625            341,863            414,639            411,550
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                         406,004            445,563            510,517            571,384            613,453
                                     ================   ================   ================   ================   ================

Prime Mortgages(1)                              58.61%             45.55%             33.04%             27.43%             32.91%

Non-Prime Mortgages(2)                          41.39%             54.45%             66.96%             72.57%             67.09%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          100.00%            100.00%            100.00%            100.00%            100.00%
                                     ================   ================   ================   ================   ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                              (6.59)%           (14.71)%           (16.89)%            (7.06)%            28.81%

Non-Prime Mortgages(2)                          28.76%             44.37%             40.90%             21.29%             (0.74)%
                                     ----------------   ----------------   ----------------   ----------------   ----------------
Total Based on Average Number of
Loans                                            5.39%              9.74%             14.58%             11.92%              7.36%
                                     ================   ================   ================   ================   ================


                                       NINE-MONTHS
                                          ENDED
                                      SEPTEMBER 30,
                                     ----------------
VOLUME BY AVERAGE NUMBER OF LOANS          2006
---------------------------------    ----------------

Prime Mortgages(1)                            278,777

Non-Prime Mortgages(2)                        418,758
                                     ----------------

Total                                         697,535
                                     ================

Prime Mortgages(1)                              39.97%

Non-Prime Mortgages(2)                          60.03%
                                     ----------------

Total                                          100.00%
                                     ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
----------------------------------

Prime Mortgages(1)

Non-Prime Mortgages(2)

Total Based on Average Number of
Loans


JUNIOR LIEN MORTGAGE LOANS



                                                                       YEAR ENDED DECEMBER 31,
                                     --------------------------------------------------------------------------------------------
VOLUME BY PERCENTAGE OF AVERAGE
NUMBER OF LOANS                            2001               2002               2003               2004               2005
---------------------------------    ----------------   ----------------   ----------------   ----------------   ----------------

Prime Mortgages(1)                            104,044            118,773            127,833            147,647            143,713

Non-Prime Mortgages(2)                             --                 --                 --                 --                 --
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                         104,044            118,773            127,833            147,647            143,713
                                     ================   ================   ================   ================   ================

Prime Mortgages(1)                             100.00%            100.00%            100.00%            100.00%            100.00%

Non-Prime Mortgages(2)                           0.00%              0.00%              0.00%              0.00%              0.00%
                                     ----------------   ----------------   ----------------   ----------------   ----------------

Total                                          100.00%            100.00%            100.00%            100.00%            100.00%
                                     ================   ================   ================   ================   ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                              22.78%             14.16%              7.63%             15.50%             (2.66)%

Non-Prime Mortgages(2)                             --                 --                 --                 --                 --
                                     ----------------   ----------------   ----------------   ----------------   ----------------
Total Based on Average Number of
Loans                                           22.78%             14.16%              7.63%             15.50%             (2.66)%
                                     ================   ================   ================   ================   ================


                                       NINE-MONTHS
                                          ENDED
                                      SEPTEMBER 30,
                                     ----------------
VOLUME BY PERCENTAGE OF AVERAGE
NUMBER OF LOANS                            2006
---------------------------------    ----------------

Prime Mortgages(1)                            167,162

Non-Prime Mortgages(2)                             --
                                     ----------------

Total                                         167,162
                                     ================

Prime Mortgages(1)                             100.00%

Non-Prime Mortgages(2)                           0.00%
                                     ----------------

Total                                          100.00%
                                     ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)

Non-Prime Mortgages(2)

Total Based on Average Number of
Loans


_______________________________
(1)   Product originated under the Jumbo, Alt A, High Loan to Value First Lien
programs and Closed End Home Equity Loan and Home Equity Revolving Credit Line
Loan Junior Lien programs.

(2)   Product originated under the Subprime and Negotiated Conduit Asset
programs. Subprime Mortgage Loans secured by junior liens are included under
First Lien Mortgage Loans--Non-Prime Mortgages because these types of loans are
securitized together in the same mortgage pools.

(3)   Represents year to year growth or decline as a percentage of the prior
year's volume.


                                      S-34



      Residential Funding's overall procedures for originating and acquiring
mortgage loans are described under "Description of the Mortgage
Pool--Underwriting Standards" in this prospectus supplement. Residential
Funding's material role and responsibilities in this transaction, including as
master servicer, are described in the accompanying prospectus under "Description
of the Securities--Servicing and Administration of Loans" and "--Repurchases of
Loans" and in this prospectus supplement under "Pooling and Servicing
Agreement--The Master Servicer and Subservicers--Master Servicer."

      Residential Funding's wholly-owned subsidiary, Homecomings Financial, LLC,
or Homecomings, originated and sold to Residential Funding approximately 1.5% of
the mortgage loans included in the mortgage pool. Residential Funding's
affiliate, GMAC Mortgage Corporation, originated and sold to Residential Funding
approximately 2.5% of the mortgage loans included in the mortgage pool. See
"Sponsor and Master Servicer -- Affiliations Among Transaction Parties,"
"Description of the Mortgage Pool -- Originators" and "The Pooling and Servicing
Agreement--The Master Servicer and Subservicer--Homecomings Financial, LLC" and
"--The Master Servicer and Subservicer--GMAC Mortgage Corporation" in this
prospectus supplement.

                     AFFILIATIONS AMONG TRANSACTION PARTIES

      The diagram below illustrates the ownership structure among the affiliated
transaction parties.



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

                                        General Motors Corporation

                                    ----------------------------------
                                                     |
                                                     |
                                    ----------------------------------

                                                 GMAC LLC
                                                  (GMAC)

                                    ----------------------------------
                                                     |
                                                     |
                                    ----------------------------------

                                     Residential Capital Corporation

                                    ----------------------------------
                                                     |
                                                     |
                                                     |
                                                     |
---------------------------------   ----------------------------------    ---------------------------------

    GMAC Mortgage Corporation        Residential Funding Company, LLC        Residential Asset Mortgage
          (Subservicer)               (Spondor and Master Servicer)                Products, Inc.
                                                                                     (Depositor)
---------------------------------   ----------------------------------    ---------------------------------
                                                    |
                                                    |
                                    ----------------------------------

                                        Homecomings Financial, LLC
                                              (Subservicer)

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



                                      S-35



                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

      Information with respect to the mortgage pool will consist of 1,617
fixed-rate and adjustable-rate mortgage loans with an aggregate principal
balance of approximately $376,237,192 as of the cut-off date after deducting
payments due during the month of the cut-off date is presented in this
prospectus supplement. The final mortgage pool is expected to have an aggregate
principal balance of approximately $375,000,000, which is equal to the sum of
the certificate principal balance of the offered certificates and the Class B
Certificates and the required overcollateralization amount as of the closing
date. See "Description of Mortgage Pool--Additional Information" in this
prospectus supplement. The mortgage loans are secured by first liens on fee
simple interests in one- to four-family residential properties or interests in
shares issued by cooperative apartment corporations and the related proprietary
leases. Approximately 0.8% of the mortgage loans have a due date other than the
first of each month. The mortgage pool will consist of mortgage loans with terms
to maturity of not more than 30 years or, in the case of approximately 5.2% of
the mortgage loans, not more than 15 years from the date of origination or
modification.

      The mortgage loans were selected for inclusion in the mortgage pool from
among mortgage loans purchased in connection with the "Negotiated Conduit Asset
Program" or NCA Program described below based on the Sponsor's assessment of
investor preferences and rating agency criteria.

      As to mortgage loans which have been modified, references in this
prospectus supplement to the date of origination shall be deemed to be the date
of the most recent modification. As of the cut-off date none of the mortgage
loans have been modified. All percentages of the mortgage loans described in
this prospectus supplement are approximate percentages of outstanding principal
balance determined as of the cut-off date after deducting payments due during
the month of the cut-off date, unless otherwise indicated.

      Residential Funding will make some representations and warranties
regarding the mortgage loans sold by it as of the date of issuance of the
certificates. Further, Residential Funding will be required to repurchase or
substitute for any mortgage loan sold by it as to which a breach of its
representations and warranties relating to that mortgage loan occurs if the
breach materially and adversely affects the interests of the certificateholders
in the mortgage loan. In addition, Residential Funding will not assign to the
depositor, and consequently the depositor will not assign to the trustee for the
benefit of the certificateholders, any of the representations and warranties
made by the mortgage collateral sellers or the right to require the related
mortgage collateral seller to repurchase any such mortgage loan if a breach of
any of its representations and warranties occurs. Accordingly, the only
representations and warranties regarding the mortgage loans that will be made
for the benefit of the certificateholders will be the limited representations
and warranties made by Residential Funding and the depositor. See "Description
of the Securities--Representations with Respect to Loans" and "--Repurchases of
Loans" in the accompanying prospectus.

      The original mortgages for some of the mortgage loans have been, or in the
future may be, at the sole discretion of the master servicer, recorded in the
name of Mortgage Electronic Registration Systems, Inc., or MERS, solely as
nominee for the originator and its successors and assigns, and subsequent
assignments of those mortgages have been, or in the future may be, at the sole
discretion of the master servicer, registered electronically through the MERS(R)
System. In some other cases, the original mortgage was recorded in the name of
the originator of the mortgage loan, record ownership was later assigned to
MERS, solely as nominee for the owner of the mortgage loan, and subsequent
assignments of the mortgage were, or in the future may be, at the sole
discretion of the master servicer, registered


                                      S-36



electronically through the MERS(R) System. With respect to each of these
mortgage loans, MERS 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. As of the cut-off date, approximately
82.9% of the mortgage loans were recorded in the name of MERS. For additional
information regarding the recording of mortgages in the name of MERS, see "Yield
and Prepayment Considerations--General" in this prospectus supplement and
"Description of the Securities--Assignment of Loans" in the accompanying
prospectus.

      Certain aspects of the Cooperative Loans included in the mortgage pool
differ from those of other types of mortgage loans. See "Certain Legal Aspects
of Loans--The Mortgage Loans--Cooperative Loans" in the accompanying prospectus.

MORTGAGE LOAN CHARACTERISTICS

      The mortgage loans are expected to have the following characteristics as
of the cut-off date, after deducting payments of principal due in the month of
the cut-off date:

      o     Information with respect to the mortgage pool will consist of 1,617
            fixed-rate and adjustable-rate mortgage loans with an aggregate
            principal balance of approximately $376,237,192 as of the cut-off
            date after deducting payments due during the month of the cut-off
            date is presented in this prospectus supplement. The final mortgage
            pool is expected to have an aggregate principal balance of
            approximately $375,000,000, which is equal to the sum of the
            certificate principal balance of the offered certificates and the
            Class B Certificates and the required overcollateralization amount
            as of the closing date.

      o     The mortgage loans had individual principal balances at origination
            of at least $23,600 but not more than $2,155,000, with an average
            principal balance at origination of approximately $233,065.

      o     No non-affiliate of Residential Funding sold more than 7.3% of the
            mortgage loans to Residential Funding. Approximately 1.5% and 2.5%
            of the mortgage loans were purchased from Homecomings Financial, LLC
            and GMAC Mortgage Corporation, respectively, which are affiliates of
            Residential Funding.

      o     None of the mortgage loans will have been originated prior to August
            9, 2000 or will have a maturity date later than October 1, 2036.

      o     None of the mortgage loans will have a remaining term to stated
            maturity as of the cut-off date of less than 118 months.

      o     The weighted average remaining term to stated maturity of the
            mortgage loans as of the cut-off date will be approximately 348
            months. The weighted average original term to maturity of the
            mortgage loans as of the cut-off date will be approximately 350
            months.

      o     As of the cut-off date, none of the mortgage loans are currently 30
            to 59 days delinquent in the payment of principal and interest. As
            of the cut-off date, approximately 0.1% of the mortgage loans have
            been a maximum of 30 to 59 days delinquent in the payment of
            principal and interest in the last 24 months. As of the cut-off
            date, none of the mortgage loans are currently 60 or more days
            delinquent in the payment of principal and interest. As of the
            cutoff date, none of the mortgage loans have been 60 or more days
            delinquent


                                      S-37



            in the payment of principal and interest in the last 24 months. For
            a description of the methodology used to categorize mortgage loans
            as delinquent, see "Description of the Mortgage Pool--Static Pool
            Information" in this prospectus supplement.

      o     None of the mortgage loans are Buy-Down Loans.

      o     None of the mortgage loans are subject to the Homeownership Act.

      o     All of the mortgage loans are secured by first liens on fee simple
            interests in one- to four-family residential properties or interests
            in shares issued by cooperative apartment corporations and the
            related proprietary leases.

      o     None of the mortgage loans provide for deferred interest or negative
            amortization.

      o     None of the mortgage loans provide for conversion from an adjustable
            rate to a fixed rate.

      o     Approximately 13.4% of the mortgage loans are balloon mortgage loans
            that do not fully amortize, if at all, providing for a substantial
            payment due at maturity.

      o     Approximately 0.1% of the mortgage loans are secured by cooperative
            properties.

      o     None of the mortgage loans are secured by leasehold interests.

      o     The mortgage loans generally contain due-on-sale clauses. See "Yield
            and Prepayment Considerations" in this prospectus supplement.

      o     Subservicing will be provided by Homecomings Financial, LLC, a
            wholly-owned subsidiary of Residential Funding, with respect to
            approximately 67.4% of the mortgage loans.

      o     Subservicing will be provided by GMAC Mortgage Corporation, an
            affiliate of Residential Funding, with respect to approximately
            17.3% of the mortgage loans.

      o     Approximately 53.4% of the mortgage loans will require the related
            mortgagors to pay interest only on those mortgage loans for a period
            of up to 10 years.

      o     To Residential Funding's knowledge, approximately 48.0% of the
            mortgage loans are secured by mortgaged properties with respect to
            which second-lien mortgage loans were originated at the same time as
            the first-lien mortgage loan. These second-lien mortgage loans are
            not part of the mortgage pool. The owners of the mortgaged
            properties may obtain second-lien mortgage loans at any time without
            Residential Funding's knowledge and, thus, more mortgaged properties
            than described above may also secure second-lien mortgage loans.

      o     Approximately 16.4% of the mortgage loans will require the related
            mortgagors to pay interest only on those mortgage loans for a period
            of up to five years and approximately 37.0% of the mortgage loans
            will require the related mortgagors to pay interest only on those
            mortgage loans for a period greater than five years and up to ten
            years Under the terms of these loans, borrowers are required to pay
            only accrued interest each month,


                                      S-38



            with no corresponding principal payments, until the end of the
            interest only period. Once the interest only period ends, monthly
            payments of principal are required to amortize the loan over its
            remaining term, in addition to accrued interest.

      o     None of the mortgage loans are simple interest mortgage loans.

      Approximately 42.9% of the mortgage loans provide for a payment of a
prepayment charge. As to some of those mortgage loans, the prepayment charge
provisions provide for payment of a prepayment charge for partial prepayments
and full prepayments made within up to five years following the origination of
that mortgage loan, in an amount not to exceed the maximum amount permitted by
state law. Prepayment charges received on the mortgage loans may be waived and
in any case will not be available for distribution on the certificates. Neither
Residential Funding nor the depositor makes any representation as to the effect
that the prepayment charges, decisions by the master servicer or subservicer
with respect to the waiver of prepayment charges and the recent changes to the
rules and regulations under the Parity Act, may have on the prepayment
performance of the mortgage loans. See "Certain Legal Aspects of the
Loans--Default Interest and Limitations on Prepayments" in the accompanying
prospectus.

      Set forth on Annex IV of this prospectus supplement is a description of
additional characteristics of the mortgage loans as of the cut-off date, except
as otherwise indicated. Unless otherwise specified, all principal balances of
the mortgage loans are as of the cut-off date, after deducting payments of
principal due in the month of the cut-off date, and are rounded to the nearest
dollar.

BALLOON MORTGAGE LOANS

      Approximately 0.1% of the mortgage loans require monthly payments of
principal generally based on 30 year amortization schedules and have scheduled
maturity dates of approximately 15 years from the due date of the first monthly
payment, approximately 9.9% of the mortgage loans require monthly payments of
principal generally based on 40 year amortization schedules and have scheduled
maturity dates of approximately 30 years from the due date of the first monthly
payment, approximately 3.1% of the mortgage loans require monthly payments of
principal generally based on 45 year amortization schedules and have scheduled
maturity dates of approximately 30 years from the due date of the first monthly
payment and approximately 0.2% of the mortgage loans require monthly payments of
principal generally based on 50 year amortization schedules and have scheduled
maturity dates of approximately 30 years from the due date of the first monthly
payment, leaving a substantial portion of the original principal amount due and
payable on the respective scheduled maturity date. These mortgage loans are
called balloon mortgage loans and the payments due at maturity are called
balloon amounts. The existence of a balloon amount generally will require the
related mortgagor to refinance the balloon mortgage loan or to sell the
mortgaged property on or prior to the scheduled maturity date. The ability of a
mortgagor to accomplish either of these goals will be affected by a number of
factors, including the level of available mortgage rates at the time of sale or
refinancing, the mortgagor's equity in the related mortgaged property, the
financial condition of the mortgagor, tax laws and prevailing general economic
conditions. None of the depositor, the master servicer or the trustee is
obligated to refinance any balloon mortgage loan.

      Approximately 9.2%, 2.6% and 0.1% of the mortgage loans by cut-off date
principal balance are adjustable rate mortgage loans that are intended to
provide for monthly payments that amortize the principal balance thereof over
terms of 40 years, 45 years or 50 years, respectively, from origination with a
required balloon payment after 30 years from origination. A possible
interpretation of some of the mortgage loans with 40 year amortization terms may
imply that the monthly payments are to be reset after the first adjustment date
so that the monthly payment will amortize the principal balance of the mortgage


                                      S-39



loans over a term of 30 years from origination. Residential Funding will service
these loans based on a 40 year amortization term that will result in the
borrower being required to make a balloon payment 30 years after the origination
date. In the event such loan is considered to provide for a 30 year amortization
term, Residential Funding will repurchase the related mortgage loan. Because the
assumptions set forth in this prospectus supplement have assumed that those
mortgage loans amortize over a term of 40 years from origination, if Residential
Funding repurchases any of the related mortgage loans from the trust, the
weighted average lives of the offered certificates may be shortened.

MORTGAGE RATE ADJUSTMENT OF ADJUSTABLE RATE LOANS

      The mortgage rate on each adjustable-rate mortgage loan will adjust on
each rate adjustment date to equal the index plus the note margin, subject to
the minimum mortgage rate, maximum mortgage rate and periodic rate cap for such
mortgage loan as set forth in the related mortgage note. The mortgage rate on an
adjustable-rate mortgage loan may not exceed the maximum mortgage rate or be
less than the minimum mortgage rate specified for that mortgage loan in the
related mortgage note. The minimum mortgage rate for each adjustable-rate
mortgage loan will be equal to the greater of the note margin or the note floor,
except in some cases, during the initial reset period, the mortgage rate may be
lower than the note margin and the note floor.

      In addition, approximately 19.7% of the adjustable-rate mortgage loans
will require the related mortgagors to pay interest only on those mortgage loans
for a period of up to five years and with respect to approximately 42.2% of the
adjustable-rate mortgage loans, a period greater than five years and up to ten
years, at which point the related mortgagors will be required to pay an amount
of principal and interest which will amortize the related mortgage loan over the
remaining term of that mortgage loan.

      The minimum mortgage rates on the adjustable-rate mortgage loans will
range from 2.250% to 13.150%, with a weighted average minimum mortgage rate as
of the cut-off date of 5.2252%. The maximum mortgage rates on the
adjustable-rate mortgage loans will range from 9.875% to 19.150%, with a
weighted average maximum mortgage rate as of the cut-off date of 13.6446%.

      For approximately 19.3% of the adjustable-rate mortgage loans, the index
will be the One-Year LIBOR Index. Generally all of the mortgage loans with an
index based on the One-Year LIBOR Index adjust annually after the initial rate
period. The One-Year LIBOR Index will be a per annum rate equal to the average
of interbank offered rates for one-year U.S. dollar-denominated deposits in the
London market based on quotations of major banks as published in The Wall Street
Journal and are most recently available as of the time specified in the related
mortgage note.

      For approximately 2.7% of the adjustable-rate mortgage loans, the index
will be the One-Year U.S. Treasury Index. The One-Year U.S. Treasury Index will
be a per annum rate equal to the weekly average yield on U.S. Treasury
securities adjusted to a constant maturity of one year as reported by the
Federal Reserve Board in Statistical Release No. H. 15 (519) as most recently
available as of the date twenty-five days prior, thirty days prior and
forty-five days prior to the adjustment date. Those average yields reflect the
yields for the week prior to that week. All of the mortgage loans with an index
based on the One-Year U.S. Treasury Index adjust annually or semi-annually after
the initial rate period.

      For approximately 0.6% of the adjustable-rate mortgage loans, the index
will be One-Month LIBOR. All the mortgage loans with an index based on the
One-Month Libor Index adjust monthly after the initial rate period. The
One-Month LIBOR Index will be a per annum rate equal to the average of interbank
offered rates for one-month U.S. dollar-denominated deposits in the London
market based on quotations of major banks as published in The Wall Street
Journal and are most recently available as of the time specified in the related
mortgage note.


                                      S-40



      For approximately 77.4% of the adjustable-rate mortgage loans, the index
will be the Six-Month LIBOR. Generally all the mortgage loans with an index
based on the Six-Month LIBOR Index adjust semi-annually after the initial rate
period. The Six-Month LIBOR Index will be a per annum rate equal to the average
of interbank offered rates for six-month U.S. dollar-denominated deposits in the
London market based on quotations of major banks as published in The Wall Street
Journal or as posted by Fannie Mae and are most recently available:

      o     as of the first business day of the month immediately preceding the
            month in which the adjustment date occurs; or

      o     generally as of the date thirty days or forty-five days prior to the
            adjustment date.

      The "reference date" is the date as of which each of the One-Year LIBOR
Index or the Six-Month LIBOR Index is determined.

      The One-Year LIBOR Index, One-Year U.S. Treasury Index, One-Month LIBOR
Index and Six-Month LIBOR Index are each referred to in this prospectus
supplement as an index. In the event that the related index specified in a
mortgage note is no longer available, an index reasonably acceptable to the
trustee that is based on comparable information will be selected by the master
servicer.

      The initial mortgage rate in effect on an adjustable-rate mortgage loan
generally will be lower, and may be significantly lower, than the mortgage rate
that would have been in effect based on the related index and note margin.
Therefore, unless the related index declines after origination of an
adjustable-rate mortgage loan, the related mortgage rate will generally increase
on the first adjustment date following origination of the mortgage loan subject
to the periodic rate cap. The repayment of the adjustable-rate mortgage loans
will be dependent on the ability of the mortgagors to make larger monthly
payments following adjustments of the mortgage rate. Adjustable-rate mortgage
loans that have the same initial mortgage rate may not always bear interest at
the same mortgage rate because these mortgage loans may have different
adjustment dates, and the mortgage rates therefore may reflect different related
index values, note margins, maximum mortgage rates and minimum mortgage rates.
The Net Mortgage Rate with respect to each mortgage loan as of the cut-off date
will be set forth in the related mortgage loan schedule attached to the pooling
and servicing agreement.

      In addition, the initial mortgage rates on some adjustable-rate mortgage
loans will be lower than the related minimum mortgage rates and therefore the
Net WAC Cap Rate will initially be less than it would be had all of the
adjustable-rate mortgage loans already adjusted to their fully-indexed rate.


                                      S-41



The adjustable-rate mortgage loans will have the following characteristics as of
the cut-off date, after deducting payments of principal due in the month of the
cut-off date:



                             ONE-MONTH LIBOR      SIX-MONTH LIBOR      ONE-YEAR LIBOR     ONE-YEAR TREASURY
                                  INDEX                INDEX               INDEX                INDEX
                              MORTGAGE LOANS      MORTGAGE LOANS       MORTGAGE LOANS      MORTGAGE LOANS            TOTAL
                             ---------------      ---------------      --------------     -----------------      ---------------

Number of Mortgage Loans..          4                   827                 151                  27                   1,009

Net Mortgage Rates

      Weighted Average....            7.2843%              7.7080%             6.8290%               7.0609%              7.5185%

      Range...............     7.20% to 7.33%      5.30% to 12.65%      4.20% to 8.88%        5.58% to 8.45%     4.20%. to 12.65%

Mortgage Rates

      Weighted Average....            7.6856%              8.1097%             7.2049%               7.3662%              7.9125%

      Range...............     7.63% to 7.75%      5.75% to 13.15%      4.50% to 9.38%        5.88% to 8.75%      4.50% to 13.15%

Note Margins

      Weighted Average....            2.3106%              4.6700%             2.5973%               3.1400%              4.2155%

      Range...............     2.25% to 2.38%       2.24% to 9.25%      2.25% to 8.38%        2.25% to 6.65%       2.24% to 9.25%

Min Mortgage Rates

      Weighted Average....            2.3106%              5.9282%             2.7312%               3.4908%              5.2252%

      Range...............     2.25% to 2.38%      2.25% to 13.15%      2.25% to 9.38%        2.25% to 7.50%      2.25% to 13.15%

Min Net Mortgage Rates

      Weighted Average....            1.9093%              5.5265%             2.3553%               3.1855%              4.8312%

      Range...............     1.83% to 1.95%      1.10% to 12.65%      1.83% to 8.88%        1.95% to 7.08%      1.10% to 12.65%

Max Mortgage Rates

      Weighted Average....           12.0000%             13.9991%            12.3680%              12.9399%             13.6446%

      Range...............   12.00% to 12.00%     10.63% to 19.15%     9.88% to 15.38%      10.88% to 14.75%      9.88% to 19.15%

Max Net Mortgage Rates

      Weighted Average....           11.5987%             13.5974%            11.9921%              12.6345%             13.2506%

      Range...............   11.58% to 11.70%     10.20% to 18.65%     9.58% to 14.88%      10.58% to 14.45%      9.58% to 18.65%

Periodic Caps

      Weighted Average....            6.0000%              1.4839%             1.9298%               1.7805%              1.6027%

      Range...............     6.00% to 6.00%       1.00% to 6.00%      1.00% to 2.00%        1.00% to 2.00%       1.00% to 6.00%

Weighted Average months to
next Interest Rate
Adjustment Date                     1                   37                   60                  49                    42



                                      S-42



COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS

      Residential Funding, as seller, will represent and warrant, as of the date
of issuance of the certificates, the following:

      o     None of the mortgage loans were subject to the Home Ownership and
            Equity Protection Act of 1994, referred to as the Homeownership Act;

      o     Each mortgage loan at the time it was originated complied in all
            material respects with applicable local, state and federal laws,
            including, but not limited to, all applicable anti-predatory lending
            laws;

      o     None of the mortgage loans in the mortgage pool are loans that,
            under applicable state or local law in effect at the time of
            origination of the loan, are referred to as (1) "high cost" or
            "covered" loans or (2) any other similar designation if the law
            imposes greater restrictions or additional legal liability for
            residential mortgage loans with high interest rates, points and/or
            fees;

      o     None of the proceeds for the mortgage loans were used to finance the
            purchase of single premium credit insurance policies; and

      o     None of the mortgage loans contain prepayment penalties that extend
            beyond five years after the date of origination.

      Residential Funding will be required to repurchase or substitute for any
mortgage loan that violates any of these representations and warranties, if that
violation materially and adversely affects the interests of the
certificateholders in that mortgage loan in accordance with the agreements.
Residential Funding maintains policies and procedures that are designed to
ensure that it does not purchase mortgage loans subject to the Homeownership
Act. However, there can be no assurance that these policies and procedures will
assure that each and every mortgage loan complies with all applicable
origination laws in all material respects.

      Residential Funding is opposed to predatory lending practices, as a matter
of corporate policy. In addition, Residential Funding's Servicer Guide requires
each subservicer to accurately and fully report its borrower credit files to
credit repositories in a timely manner.

      See "Certain Legal Aspects of the Loans" in the accompanying prospectus.

STATIC POOL INFORMATION

      Current static pool data with respect to mortgage loans master serviced by
Residential Funding is available on the internet at www.gmacrfcstaticpool.com.
Information presented under (i) "RAMP" as the issuer/shelf, (ii) "RS" as the
series and (iii) "2006-RS6" as the deal, will include information regarding
prior securitizations of mortgage loans that are similar to the mortgage loans
included in this mortgage pool, based on underwriting criteria and credit
quality, and that information is referred to in this prospectus supplement as
Static Pool Data. Static Pool Data that relates to the periods prior to January
1, 2006 will not form part of this prospectus supplement, the accompanying
prospectus, or the registration statement relating to the offered certificates.


                                      S-43



      The Static Pool Data is not deemed to be a part of the prospectus or the
depositor's registration statement to the extent that the Static Pool Data
relates to (a) any issuing entity that was established before January 1, 2006
and (b) information relating to assets of any issuing entity established on or
after January 1, 2006, which information relates to periods prior to January 1,
2006.

      As used in the Static Pool Data, a loan is considered to be "30 to 59
days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the next following monthly
scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a
payment due on any scheduled due date remains unpaid as of the close of business
on the second following monthly scheduled due date; and so on. The determination
as to whether a mortgage loan falls into these categories is made as of the
close of business on the last business day of each month. Grace periods and
partial payments do not affect these determinations.

      From time to time, the master servicer or a subservicer will modify a
mortgage loan, recasting monthly payments for delinquent borrowers who have
experienced financial difficulties. Generally such borrowers make payments under
the modified terms for a trial period, before the modifications become final.
During any such trial period, delinquencies are reported based on the mortgage
loan's original payment terms. The trial period is designed to evaluate both a
borrower's desire to remain in the mortgaged property and, in some cases, a
borrower's capacity to pay a higher monthly payment obligation. The trial period
generally may extend to up to six months before a modification is finalized.
Once the modifications become final delinquencies are reported based on the
modified terms. Generally if a borrower fails to make payments during a trial
period, the mortgage loan goes into foreclosure. Historically, the master
servicer has not modified a material number of mortgage loans in any pool.
Furthermore, the rating agencies rating the certificates impose certain
limitations on the ability of the master servicer to modify loans.

      Charge-offs are taken only when the master servicer has determined that it
has received all payments or cash recoveries which the master servicer
reasonably and in good faith expects to be finally recoverable with respect to
any mortgage loan.

      There can be no assurance that the delinquency and foreclosure experience
set forth in the Static Pool Data will be representative of the results that may
be experienced with respect to the mortgage loans included in the trust.

STANDARD HAZARD INSURANCE AND PRIMARY MORTGAGE INSURANCE

      The mortgaged property related to each mortgage loan is required to be
covered by a standard hazard insurance policy. Approximately 25.7% of the
mortgage loans are mortgage loans with loan-to-value ratios at origination in
excess of 80%. In addition, to the best of the depositor's knowledge, each of
the mortgage loans with loan-to-value ratios at origination in excess of 80%
will be insured by a primary mortgage guaranty insurance policy, except for
approximately 15.1% of the mortgage loans which are mortgage loans with
loan-to-value ratios at origination in excess of 80% that are not so insured.
This insurance is allowed to lapse when the principal balance of the mortgage
loan is reduced to a level that would produce a loan-to-value ratio equal to or
less than 80% based on the value of the related mortgaged property used at
origination. The amount of this insurance covers the amount of the mortgage loan
in excess of 75%. All of such primary mortgage guaranty insurance policies were
issued by Republic Mortgage Insurance Company, United Guaranty Residential
Insurance Company, Mortgage Guaranty Insurance Corporation, PMI Mortgage
Insurance Company, Triad Guaranty, General Electric Mortgage Insurance
Corporation/Genworth Mortgage Insurance Company and Radian f/k/a Commonwealth,
each a "primary insurer." See "Insurance Policies on Loans--Standard Hazard
Insurance on Mortgaged Properties" and "--Primary Insurance Policies" in the
accompanying prospectus.


                                      S-44



UNDERWRITING STANDARDS

      All of the mortgage loans in the mortgage pool were originated generally
in accordance with the underwriting criteria of Residential Funding described
under "--The Negotiated Conduit Asset Program" in this prospectus supplement.
Residential Funding will review each mortgage loan for compliance with its
underwriting standards prior to purchase as described under "Trust Asset
Program" in the accompanying prospectus. The underwriting standards include a
set of specific criteria by which the underwriting evaluation is made. However,
the application of the underwriting standards does not imply that each specific
criterion was satisfied individually. Rather, a mortgage loan will be considered
to be originated in accordance with the underwriting standards described below
if, based on an overall qualitative evaluation, the loan is in substantial
compliance with the underwriting standards. For example, a mortgage loan may be
considered to comply with the underwriting standards described below, even if
one or more specific criteria included in the underwriting standards were not
satisfied, if other factors positively compensated for the criteria that were
not satisfied.

The Negotiated Conduit Asset Program

      The mortgage loans included in the trust were acquired and evaluated under
Residential Funding's "Negotiated Conduit Asset Program" or NCA program. For a
description of the NCA program and the evaluation standards for mortgage loans
acquired under this program, see "Trust Asset Program--The Negotiated Conduit
Asset Program" in the accompanying prospectus.

      An example of an NCA program loan includes, but is not limited to, a
mortgage loan:

          o   made to a borrower with a higher total debt-to-income ratio than
              that allowed by Residential Funding's "Jumbo A" program,

          o   where the combination of loan-to-value ratio, credit score and
              documentation type do not meet Residential Funding's "Expanded
              Criteria" program guidelines,

          o   with a higher loan-to-value ratio than the credit grade within
              Residential Funding's "AlterNet" program guidelines allow, or

          o   made to a borrower who does not meet reserve requirements of the
              program or total debt-to-income exceeds underwriting guidelines of
              Residential Funding's "Home Solution" program.

      Certain of the mortgage loans have been originated under "reduced
documentation" programs, including "stated income" programs and "no income/no
asset" programs, which require less documentation and verification than do
traditional "full documentation" programs. Under a "stated income" program,
certain borrowers with acceptable payment histories will not be required to
provide any information regarding income and no other investigation regarding
the borrower's income will be undertaken. Under a "no income/no asset" program,
no verification of a mortgagor's income or assets is undertaken by the
originator. The underwriting for those mortgage loans may be based primarily or
entirely on an appraisal of the mortgaged property and the LTV ratio at
origination.

      Billing and Payment Procedures. Except with respect to 0.8% of the
mortgage loans, the mortgage loans require monthly payments to be made no later
than the 1st day of each month. The applicable servicer sends monthly invoices
to borrowers. In some cases, borrowers are provided with coupon books annually,
and no invoices are sent separately. Borrowers may elect for monthly payments


                                      S-45



to be deducted automatically from deposit accounts and may make payments by
various means, including online transfers, phone payment and Western Union quick
check, although an additional fee may be charged for these payment methods.


                                      S-46



ORIGINATORS

      GMAC Mortgage Corporation

      GMAC Mortgage Corporation, an affiliate of Residential Funding, originated
approximately 2.5% of the mortgage loans by cut-off date balance. See also the
"The Pooling and Servicing Agreement--The Master Servicer and Subservicer--GMAC
Mortgage Corporation."

      Homecomings Financial, LLC

      Homecomings Financial, LLC, a wholly-owned subsidiary of Residential
Funding, originated approximately 1.5% of the mortgage loans by cut-off date
balance. See also the "The Pooling and Servicing Agreement--The Master Servicer
and Subservicer--Homecomings Financial, LLC"

      All of the mortgage loans were originated in accordance with the
underwriting standards of Residential Funding as described under "--Underwriting
Standards" above.

ADDITIONAL INFORMATION

      The description in this prospectus supplement of the mortgage pool and the
mortgaged properties is based upon the mortgage pool as constituted at the close
of business on the cut-off date, as adjusted for the scheduled principal
payments due during the month of the cut-off date. Prior to the issuance of the
offered certificates, Residential Funding Company, LLC may remove mortgage loans
from the mortgage pool as a result of incomplete or defective documentation, or
if it determines that the mortgage loan does not satisfy the characteristics
described in this prospectus supplement. Residential Funding may also add a
limited number of other mortgage loans to the mortgage pool prior to the
issuance of the offered certificates in substitution for removed loans. The
information in this prospectus supplement will be substantially representative
of the characteristics of the mortgage pool as it will be constituted at the
time the offered certificates are issued, although the range of mortgage rates
and maturities and some other characteristics of the mortgage loans in the
mortgage pool may vary. In the event mortgage loans are removed from or added to
the mortgage pool after the date hereof prior to the closing and any material
pool characteristics of the final mortgage pool differ by 5% or more from the
description of the mortgage pool in this prospectus supplement, a current report
on Form 8-K describing the final mortgage pool will be filed with the Securities
and Exchange Commission within four business days of the related closing.

      A current report on Form 8-K will be available to purchasers of the
offered certificates and will be filed by the issuing entity, in its own name,
together with the pooling and servicing agreement, with the Securities and
Exchange Commission within fifteen days after the initial issuance of the
offered certificates.

                              THE SWAP COUNTERPARTY

      The swap counterparty has supplied the following information for inclusion
in this prospectus supplement.

      Deutsche Bank AG, New York Branch, a branch of Deutsche Bank
Aktiengesellschaft, will be the swap provider. Deutsche Bank AG, New York Branch
(the "Branch") was established in 1978 and is licensed by the New York
Superintendent of Banks. Its office is currently located at 60 Wall Street, New
York, NY 10005-2858. The Branch is examined by the New York State Banking
Department and is subject to the banking laws and regulations applicable to a
foreign bank that operates a New York branch. The Branch is also examined by the
Federal Reserve Bank of New York. The long-term senior debt of


                                      S-47



the swap provider has been assigned a rating of "AA-" by Standard & Poor's,
"Aa3" by Moody's and "AA-" by Fitch, Inc. The short-term senior debt of the swap
provider has been assigned a rating of "A-1+" by Standard & Poor's, "P-1" by
Moody's and "F1+" by Fitch, Inc.

      Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or the "Bank")
originated from the reunification of Norddeutsche Bank Aktiengesellschaft,
Hamburg, Rheinisch-Westfalische Bank Aktiengesellschaft, Duesseldorf and
Suddeutsche Bank Aktiengesellschaft, Munich; pursuant to the Law on the Regional
Scope of Credit Institutions, these had been disincorporated in 1952 from
Deutsche Bank which was founded in 1870. The merger and the name were entered in
the Commercial Register of the District Court Frankfurt am Main on 2 May 1957.
Deutsche Bank is a banking institution and a stock corporation incorporated
under the laws of Germany under registration number HRB 30 000. The Bank has its
registered office in Frankfurt am Main, Germany. It maintains its head office at
Taunusanlage 12, 60325 Frankfurt am Main.

      The Bank is the parent company of a group consisting of banks, capital
market companies, fund management companies, a real estate finance company,
installment financing companies, research and consultancy companies and other
domestic and foreign companies (the "Deutsche Bank Group").

      The objects of Deutsche Bank, as laid down in its Articles of Association,
include the transaction of all kinds of banking business, the provision of
financial and other services and the promotion of international economic
relations. The Bank may realize these objectives itself or through subsidiaries
and affiliated companies. To the extent permitted by law, the Bank is entitled
to transact all business and to take all steps which appear likely to promote
the objectives of the Bank, in particular: to acquire and dispose of real
estate, to establish branches at home and abroad, to acquire, administer and
dispose of participations in other enterprises, and to conclude company-transfer
agreements.

      Deutsche Bank AG, New York Branch is an affiliate of Deutsche Bank
Securities Inc., the underwriter.

      The depositor has determined that the significance percentage of payments
under the swap agreement, as calculated in accordance with Regulation AB under
the Securities Act of 1933, is less than 10%.

                         DESCRIPTION OF THE CERTIFICATES

GENERAL

      The certificates will be issued pursuant to the pooling and servicing
agreement. The following summaries describe provisions of the pooling and
servicing agreement. The summaries do not purport to be complete and are subject
to, and qualified in their entirety by reference to, the provisions of the
pooling and servicing agreement.

      The Series 2006-RS6 Mortgage Asset-Backed Pass-Through Certificates will
consist of the following seventeen classes:

      o     the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates,
            referred to collectively in this prospectus supplement as the Class
            A Certificates;

      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 M-9 Certificates, referred to
            collectively in this prospectus


                                      S-48



            supplement as the Class M Certificates; and the Class A Certificates
            and Class M Certificates are referred to together in this prospectus
            supplement as the offered certificates; and

      o     the Class B, Class SB, Class R-I and Class R-II Certificates, which
            are not offered pursuant to this prospectus supplement.

      Only the Class A Certificates and Class M Certificates are offered by this
prospectus supplement. See "--Glossary of Terms" in this prospectus supplement
for the meanings of capitalized terms and acronyms not otherwise defined in this
prospectus supplement.

      The certificates in the aggregate will evidence the entire beneficial
ownership interest in the trust and the supplemental interest trust. The trust
and the supplemental interest trust will consist of:

      o     the mortgage loans, excluding scheduled payments due in the month of
            the cut-off-date;

      o     the assets as from time to time are identified as deposited in
            respect of the mortgage loans in the Custodial Account and in the
            Payment Account as belonging to the trust;

      o     property acquired by foreclosure of the mortgage loans or deed in
            lieu of foreclosure;

      o     any applicable primary mortgage insurance policies and standard
            hazard insurance policies;

      o     the supplemental interest trust account;

      o     the swap agreement; and

      o     all proceeds of the foregoing.

      The Class A, Class M-1, Class M-2 and Class M-3 Certificates will be
issued in minimum denominations of $100,000 and integral multiples of $1 in
excess of $100,000. The Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
and Class M-9 Certificates will be issued in minimum denominations of $250,000
and integral multiples of $1 in excess of $250,000.

BOOK-ENTRY CERTIFICATES

      The offered certificates will initially be issued as book-entry
certificates. Holders of the offered certificates may elect to hold their
certificates through DTC in the United States, or Clearstream Banking, societe
anonyme, formerly known as Cedelbank SA, or Clearstream, or Euroclear, in Europe
if they are participants of their systems, or indirectly through organizations
which are participants in their systems. The book-entry certificates will be
issued in one or more securities which equal the aggregate principal balance of
the certificates and will initially be registered in the name of Cede & Co., the
nominee of DTC. Clearstream and Euroclear will hold omnibus positions on behalf
of their participants through customers' securities accounts in Clearstream's
and Euroclear's names on the books of their respective depositaries which in
turn will hold the positions in customers' securities accounts in the
depositaries' names on the books of DTC. Investors may hold the beneficial
interests in the book-entry certificates in minimum denominations of $100,000
and integral multiples of $1 in excess of $100,000, with respect to the Class A,
Class M-1, Class M-2 and Class M-3 Certificates, and minimum denominations of
$250,000 and in integral multiples of $1 in excess of $250,000, with respect to
the Class M-4, Class M-5, Class M-6, Class


                                      S-49



M-7, Class M-8 and Class M-9 Certificates. Except as described below, no
beneficial owner of the certificates will be entitled to receive a physical
certificate, or definitive certificate, representing the security. Unless and
until definitive certificates are issued, it is anticipated that the only holder
of the certificates will be Cede & Co., as nominee of DTC. Certificate owners
will not be holders as that term is used in the pooling and servicing agreement.

      The beneficial owner's ownership of a book-entry certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary that maintains the beneficial owner's account for that
purpose. In turn, the financial intermediary's ownership of the book-entry
certificates 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 or
Euroclear, as appropriate.

      Certificate owners will receive all payments of principal and interest on
the certificates from the trustee through DTC and DTC participants. While the
certificates are outstanding, except under the circumstances described below,
under the DTC rules, regulations and procedures, DTC is required to make
book-entry transfers among participants on whose behalf it acts in connection
with the certificates and is required to receive and transmit payments of
principal and interest on the certificates.

      Participants and indirect participants with whom certificate owners have
accounts for certificates are similarly required to make book-entry transfers
and receive and transmit the payments on behalf of their respective certificate
owners. Accordingly, although certificate owners will not possess physical
certificates, the DTC rules provide a mechanism by which certificate owners will
receive payments and will be able to transfer their interest.

      Certificate owners will not receive or be entitled to receive definitive
certificates representing their respective interests in the certificates, except
under the limited circumstances described below. Unless and until definitive
certificates are issued, certificate owners who are not participants may
transfer ownership of certificates only through participants and indirect
participants by instructing the participants and indirect participants to
transfer the certificates, by book-entry transfer, through DTC for the account
of the purchasers of the certificates, which account is maintained with their
respective participants. Under the DTC rules and in accordance with DTC's normal
procedures, transfers of ownership of certificates 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 certificate owners.

      Under a book-entry format, beneficial owners of the book-entry
certificates may experience some delay in their receipt of payments, since the
payments will be forwarded by the trustee to Cede & Co. Payments on certificates
held through Clearstream or Euroclear will be credited to the cash accounts of
Clearstream participants or Euroclear participants in accordance with the
relevant system's rules and procedures, to the extent received by the relevant
depositary. The payments will be subject to tax reporting in accordance with
relevant United States tax laws and regulations. Because DTC can only act on
behalf of financial intermediaries, the ability of a beneficial owner to pledge
book-entry certificates to persons or entities that do not participate in the
depositary system, or otherwise take actions relating to the book-entry
certificates, may be limited due to the lack of physical certificates for the
book-entry certificates. In addition, issuance of the book-entry certificates in
book-entry form may reduce the liquidity of the certificates in the secondary
market since some potential investors may be unwilling to purchase securities
for which they cannot obtain physical certificates.


                                      S-50



      DTC has advised the trustee that, unless and until definitive certificates
are issued, DTC will take any action permitted to be taken by the holders of the
book-entry certificates under the pooling and servicing agreement only at the
direction of one or more financial intermediaries to whose DTC accounts the
book-entry certificates are credited, to the extent that the actions are taken
on behalf of financial intermediaries whose holdings include the book-entry
certificates. Clearstream or the Euroclear operator, as the case may be, will
take any other action permitted to be taken by certificateholders under the
pooling and servicing agreement on behalf of a Clearstream participant or
Euroclear participant only in accordance with its relevant rules and procedures
and subject to the ability of the relevant depositary to effect the actions on
its behalf through DTC. DTC may take actions, at the direction of the related
participants, with respect to some certificates which conflict with actions
taken relating to other certificates.

      Definitive certificates will be issued to beneficial owners of the
book-entry certificates, or their nominees, rather than to DTC, if (a) the
depositor advises the trustee in writing that DTC is no longer willing,
qualified or able to discharge properly its responsibilities as nominee and
depository with respect to the book-entry certificates and the depositor is
unable to locate a qualified successor, (b) the depositor notifies DTC of its
intent to terminate the book-entry system and, upon receipt of a notice of
intent from DTC, the participants holding beneficial interest in the book-entry
certificates agree to initiate a termination or (c) after the occurrence of an
event of default under the pooling and servicing agreement, beneficial owners
having percentage interests aggregating at least a majority of the certificate
balance of the certificates advise the DTC through the financial intermediaries
and the DTC participants in writing that the continuation of a book-entry system
through DTC, or a successor to DTC, is no longer in the best interests of
beneficial owners. Additionally, after the occurrence of an event of default
under the pooling and servicing agreement, any beneficial owner materially and
adversely affected by that event of default may, at its option, request and,
subject to the procedures set forth in the pooling and servicing agreement,
receive a definitive certificate evidencing that certificate owner's fractional
undivided interest in the related class of certificates.

      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 this event and the availability through DTC of
definitive certificates. Upon surrender by DTC of the global certificate or
certificates representing the book-entry certificates and instructions for
reregistration, the trustee will issue and authenticate definitive certificates,
and subsequently, the trustee will recognize the holders of the definitive
certificates as holders under the pooling and servicing agreement.

      Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of certificates among participants
of DTC, Clearstream and Euroclear, they are under no obligation to perform or
continue to perform the procedures and the procedures may be discontinued at any
time. See Annex II to this prospectus supplement.

      None of the depositor, the master servicer or the trustee will have any
liability for any actions taken by DTC or its nominee, including, without
limitation, actions for any aspect of the records relating to or payments made
on account of beneficial ownership interests in the certificates held by Cede,
as nominee for DTC, or for maintaining, supervising or reviewing any records
relating to the beneficial ownership interests.

      For additional information regarding DTC, Clearstream, Euroclear and the
certificates, see "Description of the Securities--Form of Securities" in the
accompanying prospectus.


                                      S-51



GLOSSARY OF TERMS

      The following terms are given the meanings shown below to help describe
the cash flows on the certificates:

      ACCRUED CERTIFICATE INTEREST--With respect to any class of Class A
Certificates or Class M Certificates or the Class B Certificates and any
distribution date, an amount equal to the interest accrued during the related
Interest Accrual Period on its Certificate Principal Balance immediately prior
to that distribution date at the related Pass-Through Rate for that distribution
date.

      Accrued Certificate Interest will be reduced by Prepayment Interest
Shortfalls, to the extent not covered by Eligible Master Servicing Compensation,
and by Relief Act Shortfalls, each as described in "--Interest Distributions"
below. These reductions will be allocated to the related classes of certificates
on a pro rata basis, based upon the amount of Accrued Certificate Interest that
would have accrued on these certificates absent these reductions.

      In addition to the foregoing, Accrued Certificate Interest on any class of
Class A Certificates or Class M Certificates or the Class B Certificates may be
reduced by the interest portion of Realized Losses that are not covered by
Excess Cash Flow from the mortgage loans or overcollateralization and are
allocated to that class of certificates as described in "--Allocation of Losses"
below. Accrued Certificate Interest for the Class A Certificates, Class M
Certificates and Class B Certificates will be calculated on the basis of the
actual number of days in the related Interest Accrual Period and a 360-day year.

      AVAILABLE DISTRIBUTION AMOUNT--For any distribution date, an amount equal
to the sum of the following amounts, net of (i) amounts reimbursable to the
master servicer and any subservicer, (ii) any net swap payment to the swap
counterparty and (iii) any Swap Termination Payment, as defined in "--The Swap
Agreement--Payments under the Swap Agreement" below, owed to the swap
counterparty not due to a Swap Counterparty Trigger Event:

      o     the aggregate amount of scheduled payments on the mortgage loans due
            during the related due period and received on or prior to the
            related determination date, after deduction of the master servicing
            fees and any subservicing fees in respect of the mortgage loans for
            that distribution date;

      o     unscheduled payments, including mortgagor prepayments on the
            mortgage loans, Insurance Proceeds, Liquidation Proceeds and
            Subsequent Recoveries, from the mortgage loans, and proceeds from
            repurchases of and substitutions for the mortgage loans occurring
            during the preceding calendar month, but not including prepayment
            charges;

      o     all Advances made for that distribution date in respect of the
            mortgage loans; and

      o     any amounts included as part of the Principal Distribution Amount
            pursuant to clauses first and second under "--The Swap
            Agreement--Payments under the Swap Agreement" below.

      In addition to the foregoing amounts, with respect to unscheduled
collections on the mortgage loans, not including mortgagor prepayments, the
master servicer may elect to treat these amounts as included in the Available
Distribution Amount for the mortgage loans for the distribution date in the
month of receipt, but is not obligated to do so. As described in this prospectus
supplement under "--Principal Distributions," any amount with respect to which
this election is made shall be treated as


                                      S-52



having been received on the last day of the preceding calendar month for the
purposes of calculating the amount of principal and interest distributions to
any class of certificates.

      BASIS RISK SHORTFALL--With respect to each class of the Class A
Certificates and Class M Certificates, the Class B Certificates and any
distribution date on which the Net WAC Cap Rate is used to determine the
Pass-Through Rate of that class of the Class A Certificates or Class M
Certificates or the Class B Certificates, an amount equal to the excess of (x)
Accrued Certificate Interest for that class of the Class A Certificates or Class
M Certificates or the Class B Certificates calculated at a rate equal to
One-Month LIBOR plus the related Margin over (y) Accrued Certificate Interest
for that class of the Class A Certificates, Class M Certificates or the Class B
Certificates calculated using the Net WAC Cap Rate.

      BASIS RISK SHORTFALL CARRY-FORWARD AMOUNT--With respect to each class of
Class A Certificates and Class M Certificates, the Class B Certificates and any
distribution date, an amount equal to the aggregate amount of Basis Risk
Shortfall for that class on that distribution date, plus any unpaid Basis Risk
Shortfall from prior distribution dates, plus interest thereon to the extent
previously unreimbursed by Excess Cash Flow or amounts received under the swap
agreement, at a rate equal to the Pass-Through Rate for that class.

      CAPITALIZATION REIMBURSEMENT AMOUNT--With respect to any distribution
date, the amount of Advances or Servicing Advances that were added to the
outstanding principal balance of the mortgage loans during the preceding
calendar month and reimbursed to the master servicer or subservicer on or prior
to that distribution date.

      CERTIFICATE PRINCIPAL BALANCE--With respect to any class of Class A
Certificates or Class M Certificates or the Class B Certificates as of any date
of determination, an amount equal to its initial certificate principal balance,
reduced by the aggregate of (a) all amounts allocable to principal previously
distributed with respect to that class of Certificates and (b) any reductions in
its Certificate Principal Balance in connection with the allocation of Realized
Losses in the manner described in this prospectus supplement; provided, that
with respect to any distribution date, the Certificate Principal Balance of any
outstanding class of Class A Certificates, Class M Certificates and Class B
Certificates to which a Realized Loss was previously allocated and remains
unreimbursed will be increased, sequentially, as follows: first, to the Class A
Certificates on a pro rata basis, and then 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 M-9
Certificates, in that order, and then to the Class B Certificates, to the extent
of Realized Losses previously allocated thereto and remaining unreimbursed in
each case pursuant to any of the distributions described in "--Excess Cash Flow
and Overcollateralization" below, but only to the extent of Subsequent
Recoveries received during the previous calendar month and available for
distribution as described in clause first of "--Excess Cash Flow and
Overcollateralization" below. The initial Certificate Principal Balance of the
Class SB Certificates is equal to the excess, if any, of (a) the initial
aggregate Stated Principal Balance of the mortgage loans over (b) the initial
aggregate Certificate Principal Balance of the Class A Certificates, Class M
Certificates and Class B Certificates.

      CLASS A PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the Principal
Distribution Amount for that distribution date or (ii) on or after the Stepdown
Date if a Trigger Event is not in effect for that distribution date, the lesser
of:

      o     the Principal Distribution Amount for that distribution date; and

      o     the excess, if any, of (A) the aggregate Certificate Principal
            Balance of the Class A Certificates immediately prior to that
            distribution date over (B) the lesser of (x) the


                                      S-53



            product of (1) the applicable Subordination Percentage and (2) the
            aggregate Stated Principal Balance of the mortgage loans after
            giving effect to distributions to be made on that distribution date
            and (y) the excess, if any, of the aggregate Stated Principal
            Balance of the mortgage loans after giving effect to distributions
            to be made on that distribution date, over the Overcollateralization
            Floor.

      CLASS B PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class
A, 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 M-9 Principal Distribution Amounts or (ii) on or after the
Stepdown Date if a Trigger Event is not in effect for that distribution date,
the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A, 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
            M-9 Principal Distribution Amounts;

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A, 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 M-9
            Certificates (after taking into account the payment of the Class A,
            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 M-9 Principal Distribution Amounts
            for that distribution date) and (2) the Certificate Principal
            Balance of the Class B Certificates immediately prior to that
            distribution date over (B) the lesser of (x) the product of (1) the
            applicable Subordination Percentage and (2) the aggregate Stated
            Principal Balance of the mortgage loans after giving effect to
            distributions to be made on that distribution date and (y) the
            excess, if any, of the aggregate Stated Principal Balance of the
            mortgage loans after giving effect to distributions to be made on
            that distribution date, over the Overcollateralization Floor.

      CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class A
Principal Distribution Amount or (ii) on or after the Stepdown Date if a Trigger
Event is not in effect for that distribution date, the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A Principal Distribution
            Amount; and

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A Certificates (after taking into
            account the payment of the Class A Principal Distribution Amount for
            that distribution date) and (2) the Certificate Principal Balance of
            the Class M-1 Certificates immediately prior to that distribution
            date over (B) the lesser of (x) the product of (1) the applicable
            Subordination Percentage and (2) the aggregate Stated Principal
            Balance of the mortgage loans after giving effect to distributions
            to be made on that distribution date and (y) the excess, if any, of
            the aggregate Stated Principal Balance of the mortgage loans after
            giving effect to distributions to be made on that distribution date,
            over the Overcollateralization Floor.


                                      S-54



      CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in effect for that
distribution date, the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A Principal Distribution Amount
            and the Class M-1 Principal Distribution Amount; and

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A Certificates and Class M-1
            Certificates (after taking into account the payment of the Class A
            Principal Distribution Amount and Class M-1 Principal Distribution
            Amount for that distribution date) and (2) the Certificate Principal
            Balance of the Class M-2 Certificates immediately prior to that
            distribution date over (B) the lesser of (x) the product of (1) the
            applicable Subordination Percentage and (2) the aggregate Stated
            Principal Balance of the mortgage loans after giving effect to
            distributions to be made on that distribution date and (y) the
            excess, if any, of the aggregate Stated Principal Balance of the
            mortgage loans after giving effect to distributions to be made on
            that distribution date, over the Overcollateralization Floor.

      CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class
A, Class M-1 and Class M-2 Principal Distribution Amounts or (ii) on or after
the Stepdown Date if a Trigger Event is not in effect for that distribution
date, the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A, Class M-1 and Class M-2
            Principal Distribution Amounts; and

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A, Class M-1 and Class M-2
            Certificates (after taking into account the payment of the Class A,
            Class M-1 and Class M-2 Principal Distribution Amounts for that
            distribution date) and (2) the Certificate Principal Balance of the
            Class M-3 Certificates immediately prior to that distribution date
            over (B) the lesser of (x) the product of (1) the applicable
            Subordination Percentage and (2) the aggregate Stated Principal
            Balance of the mortgage loans after giving effect to distributions
            to be made on that distribution date and (y) the excess, if any, of
            the aggregate Stated Principal Balance of the mortgage loans after
            giving effect to distributions to be made on that distribution date,
            over the Overcollateralization Floor.

      CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class
A, Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts or (ii) on
or after the Stepdown Date if a Trigger Event is not in effect for that
distribution date, the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A, Class M-1, Class M-2 and
            Class M-3 Principal Distribution Amounts; and


                                      S-55



      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A, Class M-1, Class M-2 and Class M-3
            Certificates (after taking into account the payment of the Class A,
            Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts
            for that distribution date) and (2) the Certificate Principal
            Balance of the Class M-4 Certificates immediately prior to that
            distribution date over (B) the lesser of (x) the product of (1) the
            applicable Subordination Percentage and (2) the aggregate Stated
            Principal Balance of the mortgage loans after giving effect to
            distributions to be made on that distribution date and (y) the
            excess, if any, of the aggregate Stated Principal Balance of the
            mortgage loans after giving effect to distributions to be made on
            that distribution date, over the Overcollateralization Floor.

      CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class
A, Class M-1, Class M-2, Class M-3 and Class M-4 Principal Distribution Amounts
or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for
that distribution date, the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A, Class M-1, Class M-2, Class
            M-3 and Class M-4 Principal Distribution Amounts; and

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A, Class M-1, Class M-2, Class M-3
            and Class M-4 Certificates (after taking into account the payment of
            the Class A, Class M-1, Class M-2, Class M-3 and Class M-4 Principal
            Distribution Amounts for that distribution date) and (2) the
            Certificate Principal Balance of the Class M-5 Certificates
            immediately prior to that distribution date over (B) the lesser of
            (x) the product of (1) the applicable Subordination Percentage and
            (2) the aggregate Stated Principal Balance of the mortgage loans
            after giving effect to distributions to be made on that distribution
            date and (y) the excess, if any, of the aggregate Stated Principal
            Balance of the mortgage loans after giving effect to distributions
            to be made on that distribution date, over the Overcollateralization
            Floor.

      CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class
A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Principal
Distribution Amounts or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that distribution date, the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A, Class M-1, Class M-2, Class
            M-3, Class M-4 and Class M-5 Principal Distribution Amounts; and

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A, Class M-1, Class M-2, Class M-3,
            Class M-4 and Class M-5 Certificates (after taking into account the
            payment of the Class A, Class M-1, Class M-2, Class M-3, Class M-4
            and Class M-5 Principal Distribution Amounts for that distribution
            date) and (2) the Certificate Principal Balance of the Class M-6
            Certificates immediately prior to that distribution date over (B)
            the lesser of (x) the product of (1) the applicable Subordination
            Percentage and (2) the aggregate Stated Principal Balance of the
            mortgage loans after giving effect to distributions to be made on
            that distribution date and (y) the excess, if


                                      S-56



            any, of the aggregate Stated Principal Balance of the mortgage loans
            after giving effect to distributions to be made on that distribution
            date, over the Overcollateralization Floor.

      CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class
A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Principal
Distribution Amounts or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that distribution date, the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A, Class M-1, Class M-2, Class
            M-3, Class M-4, Class M-5 and Class M-6 Principal Distribution
            Amounts; and

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A, Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5 and Class M-6 Certificates (after taking into
            account the payment of the Class A, Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5 and Class M-6 Principal Distribution Amounts
            for that distribution date) and (2) the Certificate Principal
            Balance of the Class M-7 Certificates immediately prior to that
            distribution date over (B) the lesser of (x) the product of (1) the
            applicable Subordination Percentage and (2) the aggregate Stated
            Principal Balance of the mortgage loans after giving effect to
            distributions to be made on that distribution date and (y) the
            excess, if any, of the aggregate Stated Principal Balance of the
            mortgage loans after giving effect to distributions to be made on
            that distribution date, over the Overcollateralization Floor.

      CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class
A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class
M-7 Principal Distribution Amounts or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that distribution date, the lesser of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A, Class M-1, Class M-2, Class
            M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Principal
            Distribution Amounts; and

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A, Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6 and Class M-7 Certificates (after
            taking into account the payment of the Class A, Class M-1, Class
            M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7
            Principal Distribution Amounts for that distribution date) and (2)
            the Certificate Principal Balance of the Class M-8 Certificates
            immediately prior to that distribution date over (B) the lesser of
            (x) the product of (1) the applicable Subordination Percentage and
            (2) the aggregate Stated Principal Balance of the mortgage loans
            after giving effect to distributions to be made on that distribution
            date and (y) the excess, if any, of the aggregate Stated Principal
            Balance of the mortgage loans after giving effect to distributions
            to be made on that distribution date, over the Overcollateralization
            Floor.


                                      S-57



      CLASS M-9 PRINCIPAL DISTRIBUTION AMOUNT--With respect to any distribution
date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that distribution date, the remaining Principal
Distribution Amount for that distribution date after distribution of the Class
A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7
and Class M-8 Principal Distribution Amounts or (ii) on or after the Stepdown
Date if a Trigger Event is not in effect for that distribution date, the lesser
of:

      o     the remaining Principal Distribution Amount for that distribution
            date after distribution of the Class A, Class M-1, Class M-2, Class
            M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
            Principal Distribution Amounts; and

      o     the excess, if any, of (A) the sum of (1) the aggregate Certificate
            Principal Balance of the Class A, Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
            Certificates (after taking into account the payment of the Class A,
            Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
            Class M-7 and Class M-8 Principal Distribution Amounts for that
            distribution date) and (2) the Certificate Principal Balance of the
            Class M-9 Certificates immediately prior to that distribution date
            over (B) the lesser of (x) the product of (1) the applicable
            Subordination Percentage and (2) the aggregate Stated Principal
            Balance of the mortgage loans after giving effect to distributions
            to be made on that distribution date and (y) the excess, if any, of
            the aggregate Stated Principal Balance of the mortgage loans after
            giving effect to distributions to be made on that distribution date,
            over the Overcollateralization Floor.

      ELIGIBLE MASTER SERVICING COMPENSATION--For any distribution date an
amount equal to the lesser of (a) one-twelfth of 0.125% of the Stated Principal
Balance of the mortgage loans immediately preceding that distribution date and
(b) the sum of the master servicing fee payable to the master servicer in
respect of its master servicing activities and reinvestment income received by
the master servicer on amounts payable with respect to that distribution date.

      EXCESS CASH FLOW--With respect to any distribution date, an amount equal
to the sum of (A) the excess of (1) the Available Distribution Amount (other
than the portion of the Available Distribution Amount described in bullet point
four of the definition of the Available Distribution Amount, if any) for that
distribution date over (2) the sum of (x) the Interest Distribution Amount for
that distribution date and (y) the lesser of (i) the aggregate Certificate
Principal Balance of the Class A Certificates, Class M Certificates and Class B
Certificates immediately prior to such distribution date and (ii) the Principal
Remittance Amount for that distribution date to the extent not needed to pay
interest on the Class A Certificates and Class M Certificates on such
distribution date and (B) the Overcollateralization Reduction Amount, if any,
for that distribution date.

      EXCESS OVERCOLLATERALIZATION AMOUNT--With respect to any distribution
date, the excess, if any, of the Overcollateralization Amount on that
distribution date over the Required Overcollateralization Amount on that
distribution date.

      FIXED SWAP PAYMENT--With respect to any distribution date on or prior to
the distribution date in March 2012, an amount equal to the product of (x) a
fixed rate equal to 5.165% per annum, (y) the Swap Agreement Notional Balance
for that distribution date and (z) a fraction, the numerator of which is equal
to the number of days in the related calculation period as provided in the swap
agreement, the number of days to be calculated on the basis of a year of 360
days with 12 30-day months, and the denominator of which is 360.


                                      S-58



      FLOATING SWAP PAYMENT--With respect to any distribution date on or prior
to the distribution date in March 2012, an amount equal to the product of (x)
one-month LIBOR as determined pursuant to the swap agreement, (y) the Swap
Agreement Notional Balance for that distribution date and (z) a fraction, the
numerator of which is equal to the number of days in the related calculation
period as provided in the swap agreement and the denominator of which is 360.

      INTEREST ACCRUAL PERIOD--With respect to any distribution date and the
Class A Certificates, Class M Certificates, and Class B Certificates, (i) with
respect to the distribution date in November 2006, the period commencing on the
closing date and ending on the day preceding the distribution date in November
2006, and (ii) with respect to any distribution date after the distribution date
in November 2006, the period commencing on the distribution date in the month
immediately preceding the month in which that distribution date occurs and
ending on the day preceding that distribution date.

      INTEREST DISTRIBUTION AMOUNT--With respect to any distribution date, the
aggregate amount of Accrued Certificate Interest on the Class A Certificates,
Class M Certificates and Class B Certificates for that distribution date and any
Accrued Certificate Interest remaining unpaid from any prior distribution date.

      MARGIN--With respect to each class of Class A Certificates, Class M
Certificates and the Class B Certificates, the related margin set forth in the
table below:

             CLASS                     (1)                     (2)
      ---------------------   ---------------------   ---------------------
      A-1.................              %                       %
      A-2.................              %                       %
      A-3.................              %                       %
      A-4.................              %                       %
      M-1.................              %                       %
      M-2.................              %                       %
      M-3.................              %                       %
      M-4.................              %                       %
      M-5.................              %                       %
      M-6.................              %                       %
      M-7.................              %                       %
      M-8.................              %                       %
      M-9.................              %                       %
      B...................              %                       %

      (1)   Initially.

      (2)   On and after the second distribution date after the first possible
            Optional Termination Date.

      NET MORTGAGE RATE--With respect to any mortgage loan, the mortgage rate
thereon minus the rates at which the master servicing and subservicing fees are
paid.

      NET WAC CAP RATE--With respect to any distribution date, a per annum rate
(which will not be less than zero) equal to the excess, if any, of (i) the
product of (a) the weighted average of the Net Mortgage Rates of the mortgage
loans using the Net Mortgage Rates in effect for the scheduled payments due on
such mortgage loans during the related due period, and (b) a fraction expressed
as a percentage, the numerator of which is 30 and the denominator of which is
the actual number of days in the related Interest Accrual Period, over (ii) the
product of (a) a fraction expressed as a percentage the numerator of which is
the amount of any net swap payments or Swap Termination Payment not due to a
Swap Counterparty Trigger Event owed to the swap counterparty as of such
distribution date and the


                                      S-59



denominator of which is the aggregate Stated Principal Balance of the mortgage
loans before giving effect to distributions of principal to be made on that
distribution date, and (b) a fraction expressed as a percentage, the numerator
of which is 360 and the denominator of which is the actual number of days in the
related Interest Accrual Period.

      ONE-MONTH LIBOR--The London interbank offered rate for one-month United
States Dollar deposits determined as described in this prospectus supplement.

      OPTIONAL TERMINATION DATE--The first distribution date on which the master
servicer or its designee can exercise its right to purchase the mortgage loans
and other remaining assets from the trust as described in "Pooling and Servicing
Agreement--Termination" in this prospectus supplement.

      OVERCOLLATERALIZATION AMOUNT--With respect to any distribution date, the
excess, if any, of (a) the aggregate Stated Principal Balance of the mortgage
loans before giving effect to distributions of principal to be made on that
distribution date, over (b) the aggregate Certificate Principal Balance of the
Class A Certificates , Class M Certificates and Class B Certificates as of such
date, before taking into account distributions of principal to be made on that
distribution date.

      OVERCOLLATERALIZATION FLOOR--An amount equal to 0.50% of the aggregate
Stated Principal Balance of the mortgage loans as of the cut-off date.

      OVERCOLLATERALIZATION INCREASE AMOUNT-- With respect to any distribution
date, an amount equal to the lesser of (i) Excess Cash Flow available for
payment of the Overcollateralization Increase Amount for that distribution date,
as provided in clause third under "--Excess Cash Flow and Overcollateralization"
below and (ii) the excess, if any, of (x) the Required Overcollateralization
Amount for that distribution date over (y) the Overcollateralization Amount for
that distribution date.

      OVERCOLLATERALIZATION REDUCTION AMOUNT--With respect to any distribution
date on which the Excess Overcollateralization Amount is, or would be, after
taking into account all other distributions to be made on that distribution
date, greater than zero, an amount equal to the lesser of (i) the Excess
Overcollateralization Amount for that distribution date and (ii) the Principal
Remittance Amount for that distribution date.

      PASS-THROUGH RATE--With respect to each class of Class A Certificates,
Class M Certificates and Class B Certificates and any distribution date, the
lesser of (i) One-Month LIBOR plus the related Margin for any distribution date
and (ii) the Net WAC Cap Rate. The Pass-Through Rate on the Class A
Certificates, Class M Certificates and Class B Certificates for the current and
immediately preceding Interest Accrual Period may be obtained by telephoning the
trustee at (800) 934-6802.

      PREPAYMENT INTEREST SHORTFALLS--With respect to any distribution date, the
aggregate shortfall, if any, in collections of interest resulting from mortgagor
prepayments on the mortgage loans during the preceding calendar month. These
shortfalls will result because interest on prepayments in full is distributed
only to the date of prepayment, and because no interest is distributed on
prepayments in part, as these prepayments in part are applied to reduce the
outstanding principal balance of the mortgage loans as of the due date
immediately preceding the date of prepayment. No assurance can be given that the
amounts available to cover Prepayment Interest Shortfalls will be sufficient
therefor. See "--Interest Distributions," "--Excess Cash Flow and
Overcollateralization" and "Pooling and Servicing Agreement--Servicing and Other
Compensation and Payment of Expenses" in this prospectus supplement.


                                      S-60



      PRINCIPAL DISTRIBUTION AMOUNT--On any distribution date, the lesser of (a)
the excess of (i) the Available Distribution Amount over (ii) the Interest
Distribution Amount and (b) the sum of the following:

            (i)     the principal portion of all scheduled monthly payments on
      the mortgage loans received or advanced with respect to the related due
      period;

            (ii)    the principal portion of all proceeds of the repurchase of
      mortgage loans, or, in the case of a substitution, amounts representing a
      principal adjustment, as required by the pooling and servicing agreement
      during the preceding calendar month;

            (iii)   the principal portion of all other unscheduled collections,
      other than Subsequent Recoveries, received on the mortgage loans during
      the preceding calendar month, or deemed to be received during the
      preceding calendar month including, without limitation, full and partial
      Principal Prepayments made by the respective mortgagors, to the extent not
      distributed in the preceding month;

            (iv)    the lesser of (a) Subsequent Recoveries for that
      distribution date and (b) the principal portion of any Realized Losses
      allocated to any class of offered certificates on a prior distribution
      date and remaining unpaid;

            (v)     the sum of (I) the lesser of (a) the Excess Cash Flow for
      that distribution date, to the extent not used in clause (iv) above on
      such distribution date, and (b) the principal portion of any Realized
      Losses incurred, or deemed to have been incurred, on any mortgage loans in
      the calendar month preceding that distribution date to the extent covered
      by Excess Cash Flow for that distribution date as described under
      "--Excess Cash Flow and Overcollateralization" below and (II) the
      principal portion of any Realized Losses incurred on the mortgage loans in
      the calendar month preceding that distribution date to the extent covered
      by payments made by the swap counterparty as described under "--The Swap
      Agreement--Payments under the Swap Agreement" below;

            (vi)    the sum of (I) the lesser of (a) the Excess Cash Flow for
      that distribution date, to the extent not used pursuant to clauses (iv)
      and (v) above on such distribution date, and (b) the amount of any
      Overcollateralization Increase Amount for that distribution date to the
      extent covered by Excess Cash Flow for that distribution date as described
      under "--Excess Cash Flow and Overcollateralization" below and (II) the
      amount of any Overcollateralization Increase Amount for that distribution
      date to the extent covered by payments made by the swap counterparty as
      described under "--The Swap Agreement--Payments under the Swap Agreement"
      below;

minus

            (vii)   the amount of any Overcollateralization Reduction Amount for
      that distribution date;

            (viii)  the amount of any Capitalization Reimbursement Amount for
      that distribution date; and

            (ix)    any net swap payments or Swap Termination Payment not due to
      a Swap Counterparty Trigger Event owed to the swap counterparty to the
      extent not previously paid from interest or principal collections on the
      mortgage loans.


                                      S-61



      In no event will the Principal Distribution Amount on any distribution
date be less than zero or greater than the outstanding aggregate Certificate
Principal Balance of the Class A Certificates, Class M Certificates and Class B
Certificates.

      PRINCIPAL REMITTANCE AMOUNT--With respect to any distribution date, the
sum of the amounts described in clauses (b)(i), (b)(ii) and (b)(iii) of the
definition of Principal Distribution Amount for that distribution date.

      REALIZED LOSS--As to any defaulted mortgage loan that is finally
liquidated the portion of the Stated Principal Balance plus accrued and unpaid
interest remaining after application of all amounts recovered, net of amounts
reimbursable to the master servicer for related Advances, Servicing Advances and
other expenses, towards interest and principal owing on the mortgage loan. For a
mortgage loan the principal balance of which has been reduced in connection with
bankruptcy proceedings, the amount of the reduction. As to any mortgage loan
that has been the subject of a Debt Service Reduction, the amount of the
reduction attributable to interest. For a mortgage loan that has been modified,
following a default or if a default was reasonably foreseeable, the amount of
principal that has been forgiven, the amount by which a monthly payment has been
reduced due to a reduction of the interest rate, and any Servicing Advances that
are forgiven and reimbursable to the master servicer or servicer. To the extent
the master servicer receives Subsequent Recoveries with respect to any mortgage
loan, the amount of the Realized Loss with respect to that mortgage loan will be
reduced to the extent such recoveries are received.

      RECORD DATE--With respect to the Class A Certificates, Class M
Certificates and Class B Certificates and any distribution date, the close of
business on the day prior to that distribution date.

      RELIEF ACT SHORTFALLS--Interest shortfalls on the mortgage loans resulting
from the application of the Servicemembers Civil Relief Act, as amended, or any
similar legislation or regulations.

      REQUIRED OVERCOLLATERALIZATION AMOUNT--With respect to any distribution
date, (a) if such distribution date is prior to the Stepdown Date, 0.75% of the
aggregate Stated Principal Balance of the mortgage loans as of the cut-off date,
or (b) if such distribution date is on or after the Stepdown Date, the greater
of (i) 1.50% of the then current aggregate Stated Principal Balance of the
mortgage loans as of the end of the related Due Period and (ii) the
Overcollateralization Floor; provided, however, that if a Trigger Event is in
effect, the Required Overcollateralization Amount will be an amount equal to the
Required Overcollateralization Amount for the immediately preceding distribution
date. The Required Overcollateralization Amount may be reduced from time to time
with notification to the rating agencies.

      SENIOR ENHANCEMENT PERCENTAGE--On any distribution date, the Senior
Enhancement Percentage will be equal to a fraction, the numerator of which is
the sum of (x) the aggregate Certificate Principal Balance of the Class M
Certificates and the Class B Certificates and (y) the Overcollateralization
Amount, in each case prior to the distribution of the Principal Distribution
Amount on such distribution date, and the denominator of which is the aggregate
Stated Principal Balance of the mortgage loans after giving effect to
distributions to be made on that distribution date.

      SIXTY-PLUS DELINQUENCY PERCENTAGE--With respect to any distribution date,
the arithmetic average, for each of the three distribution dates ending with
such distribution date of the fraction, expressed as a percentage, equal to (x)
the aggregate Stated Principal Balance of the mortgage loans that are 60 or more
days delinquent in payment of principal and interest for that distribution date,
including mortgage loans in bankruptcy that are 60 or more days delinquent,
foreclosure and REO, over (y) the aggregate Stated Principal Balance of all of
the mortgage loans immediately preceding that distribution date.


                                      S-62



      STATED PRINCIPAL BALANCE--With respect to any mortgage loan and as of any
date of determination, (a) the sum of (i) the principal balance thereof as of
the cut-off date after payment of all scheduled principal payments due during
the month of the cut-off date, and (ii) any amount by which the outstanding
principal balance thereof has been increased pursuant to a servicing
modification, minus (b) the sum of (i) the aggregate of the principal portion of
the scheduled monthly payments due with respect to that mortgage loan during
each due period commencing on the first due period after the cut-off date and
ending with the due period related to the previous distribution date which were
received or with respect to which an advance was made, (ii) all principal
prepayments with respect to such mortgage loan and all Liquidation Proceeds and
Insurance Proceeds, to the extent applied by the master servicer as recoveries
of principal, in each case which were distributed on any previous distribution
date, and (iii) any Realized Loss allocated to the trust with respect to that
mortgage loan for any previous distribution date.

      STEPDOWN DATE--The distribution date which is the earlier to occur of (i)
the distribution date immediately succeeding the distribution date on which the
aggregate Certificate Principal Balance of the Class A Certificates has been
reduced to zero or (ii) the later to occur of (x) the distribution date in
November 2009 and (y) the first distribution date on which the Senior
Enhancement Percentage is equal to or greater than 24.80%.

      SUBORDINATION PERCENTAGE--With respect to each class of Class A
Certificates, Class M Certificates and Class B Certificates, the applicable
approximate percentage set forth in the table below.

               CLASS         PERCENTAGE        CLASS         PERCENTAGE
             ----------   ----------------   ----------   ----------------
                 A             75.20%           M-6            92.60%
                M-1            79.70%           M-7            94.00%
                M-2            83.90%           M-8            95.30%
                M-3            86.40%           M-9            96.80%
                M-4            88.70%            B             98.50%
                M-5            90.90%

      SUBSEQUENT RECOVERIES--Subsequent recoveries, net of reimbursable
expenses, with respect to mortgage loans that have been previously liquidated
and that resulted in a Realized Loss.

      SWAP AGREEMENT NOTIONAL BALANCE--With respect to the swap agreement and
each distribution date specified below, the related notional balance specified
in the table below for such distribution date:

                      NOTIONAL BALANCE                         NOTIONAL BALANCE
 DISTRIBUTION DATE          ($)           DISTRIBUTION DATE          ($)
-------------------   ----------------   -------------------   ---------------
November 2006.....     369,088,685.65    August 2009.......     109,153,117.15
December 2006.....     365,805,348.12    September 2009....     104,875,125.96
January 2007......     361,535,743.75    October 2009......     100,769,281.36
February 2007.....     356,280,262.65    November 2009.....     101,278,633.86
March 2007........     350,045,273.26    December 2009.....     97,611,702.08
April 2007........     342,867,245.76    January 2010......     94,089,497.53
May 2007..........     334,787,135.58    February 2010.....     90,705,929.18
June 2007.........     325,833,695.98    March 2010........     87,455,170.25
July 2007.........     316,069,720.27    April 2010........     84,331,772.38
August 2007.......     305,780,800.09    May 2010..........     81,330,294.24
September 2007....     295,050,643.40    June 2010.........     78,445,632.67
October 2007......     284,675,871.21    July 2010.........     75,672,916.30
November 2007.....     274,613,753.22    August 2010.......     72,948,050.49
December 2007.....     264,915,053.97    September 2010....     70,309,756.28


                                      S-63



                      NOTIONAL BALANCE                         NOTIONAL BALANCE
 DISTRIBUTION DATE          ($)           DISTRIBUTION DATE          ($)
-------------------   ----------------   -------------------   ---------------
January 2008.......    255,565,969.16    October 2010......     67,773,576.38
February 2008......    246,451,179.02    November 2010.....     65,335,230.47
March 2008.........    237,675,032.73    December 2010.....     62,990,631.29
April 2008.........    229,250,094.40    January 2011......     60,735,901.93
May 2008...........    221,130,522.11    February 2011.....     58,567,319.91
June 2008..........    213,147,080.84    March 2011........     56,481,325.56
July 2008..........    205,006,327.99    April 2011........     54,474,514.65
August 2008........    192,509,828.93    May 2011..........     52,543,631.07
September 2008.....    180,763,301.26    June 2011.........     50,685,560.11
October 2008.......    169,836,528.15    July 2011.........     48,884,560.33
November 2008......    159,754,743.63    August 2011.......     47,151,067.56
December 2008......    150,641,376.14    September 2011....     45,481,947.03
January 2009.......    144,600,690.14    October 2011......     43,872,727.06
February 2009......    138,879,993.09    November 2011.....     42,323,318.08
March 2009.........    133,398,349.71    December 2011.....     40,831,339.95
April 2009.........    128,139,932.06    January 2012......     39,394,478.80
May 2009...........    123,095,209.78    February 2012.....     38,010,520.79
June 2009..........    118,254,966.61    March 2012........     36,677,346.64
July 2009..........    113,610,395.63

      SWAP COUNTERPARTY TRIGGER EVENT--An event of default under the swap
agreement with respect to which the swap counterparty is a defaulting party (as
defined in the swap agreement), a termination event under the swap agreement
with respect to which the swap counterparty is the sole affected party (as
defined in the swap agreement) or an additional termination event under the swap
agreement with respect to which the swap counterparty is the sole affected
party.

      TRIGGER EVENT--A trigger event is in effect with respect to any
distribution date if either (i) with respect to any distribution date the
three-month average of the Sixty-Plus Delinquency Percentage, as determined on
that distribution date and the immediately preceding two distribution dates,
equals or exceeds 24.80% of the Senior Enhancement Percentage or (ii) the
aggregate amount of Realized Losses on the mortgage loans as a percentage of the
initial aggregate Stated Principal Balance of the mortgage loans as of the
cut-off date exceeds the applicable amount set forth below:

November 2008 to October 2009.........   0.75% with respect to November 2008,
                                         plus an additional 1/12th of 0.95% for
                                         each month thereafter.

November 2009 to October 2010.........   1.70% with respect to November 2009,
                                         plus an additional 1/12th of 1.00% for
                                         each month thereafter.

November 2010 to October 2011.........   2.70% with respect to November 2010,
                                         plus an additional 1/12th of 0.80% for
                                         each month thereafter.

November 2011 to October 2012.........   3.50% with respect to November 2011,
                                         plus an additional 1/12th of 0.45% for
                                         each month thereafter.

November 2012 and thereafter..........   3.95%


                                      S-64



DISTRIBUTIONS ON THE OFFERED CERTIFICATES

      Distributions on the offered certificates will be made by the trustee
beginning in November 2006 on the 25th day of each month or the following
business day if the 25th is not a business day. Each of these dates is referred
to as a distribution date. Payments on the certificates will be made to the
persons in the names of which such certificates are registered at the close of
business on the related Record Date. Payments will be made by check or money
order mailed to the address of the person which appears on the certificate
register, or upon the request of a holder owning certificates having
denominations aggregating at least $1,000,000, by wire transfer or otherwise. In
the case of book-entry certificates, payments will be made by wire transfer to
DTC or its nominee in amounts calculated on the determination date as described
in this prospectus supplement. However, the final payment relating to the
certificates will be made only upon presentation and surrender of the
certificates at the office or the agency of the trustee specified in the notice
to holders of the final payment. A business day is any day other than a Saturday
or Sunday or a day on which banking institutions in the States of California,
Minnesota, New York or Illinois are required or authorized by law to be closed.

      With respect to any distribution date, the due period is the calendar
month in which the distribution date occurs and the determination date is the
20th day of the month in which the distribution date occurs or, if the 20th day
is not a business day, the immediately succeeding business day. The due date
with respect to each mortgage loan is the date on which the scheduled monthly
payment is due.

INTEREST DISTRIBUTIONS

      On each distribution date, holders of each class of Class A Certificates
will be entitled to receive interest distributions in an amount equal to the
related Accrued Certificate Interest thereon for that distribution date to the
extent of the Available Distribution Amount (other than the portion of the
Available Distribution Amount described in bullet point four of the definition
of the Available Distribution Amount, if any) for that distribution date, plus
any Accrued Certificate Interest remaining unpaid from any prior distribution
date, on a pro rata basis.

      On each distribution date, holders of each class of the Class M
Certificates will be entitled to receive interest distributions in an amount
equal to the Accrued Certificate Interest on such class, plus any Accrued
Certificate Interest remaining unpaid from any prior distribution date, to the
extent of the Available Distribution Amount (other than the portion of the
Available Distribution Amount described in bullet point four of the definition
of the Available Distribution Amount, if any) remaining after distributions of
interest to the Class A Certificates and distributions of interest to any class
of Class M Certificates with a higher payment priority.

      On each distribution date, holders of the Class B Certificates will be
entitled to receive interest distributions in an amount equal to the Accrued
Certificate Interest on such class plus any Accrued Certificate Interest
remaining unpaid from any prior distribution date, to the extent of any
Available Distribution Amount (other than the portion of the Available
Distribution Amount described in bullet point four of the definition of the
Available Distribution Amount, if any) remaining after distributions of interest
to the Class A Certificates and Class M Certificates.

      With respect to any distribution date, any Prepayment Interest Shortfalls
during the preceding calendar month will be offset by the master servicer, but
only to the extent these Prepayment Interest Shortfalls do not exceed Eligible
Master Servicing Compensation. On any distribution date, Eligible Master
Servicing Compensation will be applied to cover Prepayment Interest Shortfalls
on the mortgage loans on a pro rata basis in accordance with the amount of
Prepayment Interest Shortfalls.


                                      S-65



      Prepayment Interest Shortfalls which are not covered as described above
and Relief Act Shortfalls will be allocated to the offered certificates and the
Class B Certificates on a pro rata basis, in accordance with the amount of
Accrued Certificate Interest that would have accrued absent these shortfalls, in
each case in reduction of Accrued Certificate Interest thereon.

      Any Prepayment Interest Shortfalls not covered by Eligible Master
Servicing Compensation, amounts available under the swap agreement or Excess
Cash Flow and allocated to a class of certificates will accrue interest at the
then-applicable Pass-Through Rate, on that class of certificates, and will be
paid, together with interest thereon, on future distribution dates only to the
extent of any Excess Cash Flow in the manner described under
"Description--Excess Cash Flow and Overcollateralization" below or any amounts
available under the swap agreement in the manner described under "--The Swap
Agreement--Payments under the Swap Agreement" below. Relief Act Shortfalls will
not be covered by any source, except that Relief Act Shortfalls arising in an
Interest Accrual Period may be covered by Excess Cash Flow in that Interest
Accrual Period in the manner described under "--Excess Cash Flow and
Overcollateralization" below or any amount available under the swap agreement in
the manner described under "--The Swap Agreement--Payments under the Swap
Agreement" below.

      If the Pass-Through Rate on the Class A Certificates, Class M Certificates
or Class B Certificates is equal to the Net WAC Cap Rate, Basis Risk Shortfall
Carry-Forward Amounts will occur and will be reimbursed from Excess Cash Flow
and amounts received under the swap agreement as and to the extent described in
this prospectus supplement. See "--Excess Cash Flow and Overcollateralization"
and "--The Swap Agreement--Payments under the Swap Agreement" below.

      The ratings assigned to any class of offered certificates do not address
the likelihood of the receipt of any amounts in respect of any Prepayment
Interest Shortfalls, Basis Risk Shortfalls or Relief Act Shortfalls. See
"--Excess Cash Flow and Overcollateralization" below.

DETERMINATION OF ONE-MONTH LIBOR

      With respect to each Interest Accrual Period, One-Month LIBOR will equal
the rate for one month United States Dollar deposits that appears on the Dow
Jones Telerate Screen Page 3750 as of 11:00 a.m., London time, on the second
LIBOR business day immediately prior to the commencement of such Interest
Accrual Period. That date of determination is referred to in this prospectus
supplement as the LIBOR rate adjustment date. Dow Jones Telerate Screen Page
3750 means the display designated as page 3750 on the Bridge Telerate Service,
or such other page as may replace page 3750 on that service for the purpose of
displaying London interbank offered rates of major banks. If the rate for
One-Month LIBOR does not appear on Dow Jones Telerate Screen Page 3750, or any
other page as may replace that page on that service, or if the service is no
longer offered, on any other service for displaying One-Month LIBOR or
comparable rates as may be selected by the trustee after consultation with the
master servicer, the rate will be the reference bank rate as described below.

      The reference bank rate will be determined on the basis of the rates at
which deposits in U.S. Dollars are offered by the reference banks, which shall
be three major banks that are engaged in transactions in the London interbank
market, selected by the trustee after consultation with the master servicer, as
of 11:00 a.m., London time, on the LIBOR rate adjustment 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 the Class A
Certificates, Class M Certificates and Class B Certificates. The trustee will
request the principal London office of each of the reference banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate
will be the arithmetic mean of the quotations. If on such date fewer than two
quotations are provided as requested, the rate will be the arithmetic mean of
the rates quoted by one or more major banks in New York City, selected by the
trustee after consultation with


                                      S-66



the master servicer, 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 an
amount approximately equal to the aggregate Certificate Principal Balance of the
Class A Certificates, Class M Certificates and Class B Certificates. If no such
quotations can be obtained, the rate will be One-Month LIBOR for the prior
distribution date; provided however, if, under the priorities described above,
One-Month LIBOR for a distribution date would be based on One-Month LIBOR for
the previous distribution date for the third consecutive distribution date, the
trustee shall select an alternative comparable index over which the trustee has
no control, used for determining one-month Eurodollar lending rates that is
calculated and published or otherwise made available by an independent party.
LIBOR business day means any day other than a Saturday or a Sunday or a day on
which banking institutions in the city of London, England are required or
authorized by law to be closed.

      For any Interest Accrual Period, the trustee will determine One-Month
LIBOR for that Interest Accrual Period on the related LIBOR rate adjustment date
(or if the LIBOR rate adjustment date is not a business day, then on the next
succeeding business day). The establishment of One-Month LIBOR by the trustee
and the trustee's subsequent calculation of the Pass-Through Rates applicable to
the Class A Certificates, Class M Certificates and Class B Certificates for the
relevant Interest Accrual Period, in the absence of manifest error, will be
final and binding.

PRINCIPAL DISTRIBUTIONS

      On each distribution date, the Principal Distribution Amount will be
distributed as follows:

      o     first, the Class A Principal Distribution Amount, sequentially, as
            follows (w) first, to the Class A-1 Certificateholders, until the
            Certificate Principal Balance of the Class A-1 Certificates has been
            reduced to zero, (x) second, to the Class A-2 Certificateholders,
            until the Certificate Principal Balance of the Class A-2
            Certificates has been reduced to zero, (y) third, to the Class A-3
            Certificateholders, until the aggregate Certificate Principal
            Balance of the Class A-3 Certificates has been reduced to zero, and
            (z) fourth, to the Class A-4 Certificateholders, until the aggregate
            Certificate Principal Balance of the Class A-4 Certificates has been
            reduced to zero;

      o     second, the Class M-1 Principal Distribution Amount to the Class M-1
            Certificateholders, until the Certificate Principal Balance of the
            Class M-1 Certificates has been reduced to zero;

      o     third, the Class M-2 Principal Distribution Amount to the Class M-2
            Certificateholders, until the Certificate Principal Balance of the
            Class M-2 Certificates has been reduced to zero;

      o     fourth, the Class M-3 Principal Distribution Amount to the Class M-3
            Certificateholders, until the Certificate Principal Balance of the
            Class M-3 Certificates has been reduced to zero;

      o     fifth, the Class M-4 Principal Distribution Amount to the Class M-4
            Certificateholders, until the Certificate Principal Balance of the
            Class M-4 Certificates has been reduced to zero;


                                      S-67



      o     sixth, the Class M-5 Principal Distribution Amount to the Class M-5
            Certificateholders, until the Certificate Principal Balance of the
            Class M-5 Certificates has been reduced to zero;

      o     seventh, the Class M-6 Principal Distribution Amount to the Class
            M-6 Certificateholders, until the Certificate Principal Balance of
            the Class M-6 Certificates has been reduced to zero;

      o     eighth, the Class M-7 Principal Distribution Amount to the Class M-7
            Certificateholders, until the Certificate Principal Balance of the
            Class M-7 Certificates has been reduced to zero;

      o     ninth, the Class M-8 Principal Distribution Amount to the Class M-8
            Certificateholders, until the Certificate Principal Balance of the
            Class M-8 Certificates has been reduced to zero;

      o     tenth, the Class M-9 Principal Distribution Amount to the Class M-9
            Certificateholders, until the Certificate Principal Balance of the
            Class M-9 Certificates has been reduced to zero; and

      o     eleventh, the Class B Principal Distribution Amount to the Class B
            Certificateholders, until the Certificate Principal Balance of the
            Class B Certificates has been reduced to zero.

EXCESS CASH FLOW AND OVERCOLLATERALIZATION

      Excess Cash Flow will be applied on any distribution date as follows:

      o     first, as part of the Principal Distribution Amount, to pay to the
            holders of the Class A Certificates, Class M Certificates and Class
            B Certificates in reduction of their Certificate Principal Balances,
            the principal portion of Realized Losses previously allocated to
            reduce the Certificate Principal Balance of any class of Class A
            Certificates or Class M Certificates or the Class B Certificates and
            remaining unreimbursed, but only to the extent of Subsequent
            Recoveries for that distribution date;

      o     second, as part of the Principal Distribution Amount, to pay to the
            holders of the Class A Certificates, Class M Certificates and Class
            B Certificates in reduction of their Certificate Principal Balances,
            the principal portion of Realized Losses incurred on the mortgage
            loans for the preceding calendar month;

      o     third, to pay the holders of the Class A Certificates, Class M
            Certificates and Class B Certificates as part of the Principal
            Distribution Amount, any Overcollateralization Increase Amount;

      o     fourth, to pay the holders of the Class A Certificates, Class M
            Certificates and Class B Certificates, the amount of any Prepayment
            Interest Shortfalls allocated thereto for that distribution date, on
            a pro rata basis based on Accrued Certificate Interest otherwise due
            thereon, to the extent not covered by the Eligible Master Servicing
            Compensation on that distribution date;


                                      S-68



      o     fifth, to pay to the holders of the Class A Certificates, Class M
            Certificates and Class B Certificates, any Prepayment Interest
            Shortfalls remaining unpaid from prior distribution dates together
            with interest thereon on a pro rata basis based on unpaid Prepayment
            Interest Shortfalls previously allocated thereto;

      o     sixth, to pay to the holders of the Class A Certificates, on a pro
            rata basis, based on the amount of Basis Risk Shortfall
            Carry-Forward Amounts previously allocated thereto that remain
            unreimbursed, and then to the holders of the Class M Certificates,
            in the order of payment priority, and then to the Class B
            Certificates, the amount of any Basis Risk Shortfall Carry-Forward
            Amounts previously allocated thereto that remain unreimbursed;

      o     seventh, to pay to the holders of the Class A Certificates, Class M
            Certificates and Class B Certificates, the amount of any Relief Act
            Shortfalls allocated thereto on that distribution date, on a pro
            rata basis, based on Relief Act Shortfalls allocated thereto for
            that distribution date;

      o     eighth, to pay to the holders of the Class A Certificates, on a pro
            rata basis, based on the amount of Realized Losses previously
            allocated thereto that remain unreimbursed, and then to the holders
            of the Class M Certificates, in the order of payment priority, and
            then to the Class B Certificates, the principal portion of any
            Realized Losses previously allocated thereto that remain
            unreimbursed;

      o     ninth, to pay any Swap Termination Payments owed to the swap
            counterparty due to a Swap Counterparty Trigger Event; and

      o     tenth, to pay to the holders of the Class SB and Class R-II
            Certificates any balance remaining, in accordance with the terms of
            the pooling and servicing agreement.

      On any distribution date, any amounts payable pursuant to clauses first,
second and third above will be included in the Principal Distribution Amount and
will be paid as described in "--Principal Distributions" above. Any amounts
payable pursuant to clause eighth above shall not accrue interest or reduce the
Certificate Principal Balance of the Class A Certificates, Class M Certificates
or Class B Certificates.

      In addition, notwithstanding the foregoing, on any distribution date after
the distribution date on which the Certificate Principal Balance of a class of
offered certificates or the Class B Certificates has been reduced to zero, that
class of offered certificates or the Class B Certificates will be retired and
will no longer be entitled to distributions, including distributions in respect
of Prepayment Interest Shortfalls, Basis Risk Shortfall Carry-Forward Amounts,
or reimbursement of the principal portion of any Realized Losses previously
allocated thereto that remain unreimbursed.

      The pooling and servicing agreement requires that the Excess Cash Flow, to
the extent available as described above, will be applied as an accelerated
payment of principal on the Class A Certificates, Class M Certificates and Class
B Certificates, to the extent that the Required Overcollateralization Amount
exceeds the Overcollateralization Amount as of that distribution date and in the
order of priority set forth in this prospectus supplement. The application of
Excess Cash Flow to the payment of principal on the Class A Certificates, Class
M Certificates and Class B Certificates has the effect of accelerating the
amortization of those Class A Certificates, Class M Certificates and Class B
Certificates relative to the amortization of the mortgage loans, except to the
extent of Subsequent Recoveries.


                                      S-69



      In the event that the Required Overcollateralization Amount is permitted
to decrease or "step down" on a distribution date, a portion of the principal
which would otherwise be distributed to the holders of the Class A Certificates,
Class M Certificates and Class B Certificates on that distribution date shall
not be distributed to the holders of those certificates. This has the effect of
decelerating the amortization of the Class A Certificates, Class M Certificates
and Class B Certificates relative to the amortization of the mortgage loans, and
of reducing the Overcollateralization Amount.

THE SWAP AGREEMENT

      The supplemental interest trust trustee, on behalf of the supplemental
interest trust, will be directed to establish a non-interest bearing trust
account, the supplemental interest trust account. On each distribution date, the
supplemental interest trust trustee, on behalf of the supplemental interest
trust, will deposit into the supplemental interest trust account, amounts, if
any, received from the swap counterparty. The supplemental interest trust
trustee, on behalf of the supplemental interest trust, will be directed to enter
into an interest rate swap agreement with the swap counterparty. From amounts on
deposit in the supplemental interest trust account, to the extent such amounts
constitute net swap payments (as described below), distributions of amounts
necessary to maintain the required level of overcollateralization, distributions
in respect of Prepayment Interest Shortfalls, Basis Risk Carry-Forward Amounts
and Relief Act Shortfalls, and distributions in respect of the principal portion
of Realized Losses previously allocated to the certificates that remain
unreimbursed, will be made as described in this prospectus supplement. The
supplemental interest trust will not be an asset of any REMIC.

      Under the swap agreement, on each distribution date, the supplemental
interest trust trustee, on behalf of the supplemental interest trust, will be
obligated to pay to the swap counterparty the Fixed Swap Payment and the swap
counterparty will be obligated to pay to the supplemental interest trust
trustee, on behalf of the supplemental interest trust, the Floating Swap
Payment. A net swap payment will be required to be made on each distribution
date (a) by the supplemental interest trust trustee, on behalf of the
supplemental interest trust, to the swap counterparty, to the extent that the
Fixed Swap Payment for such distribution date exceeds the Floating Swap Payment
payable to the trust for such distribution date, or (b) by the swap counterparty
to the supplemental interest trust trustee, on behalf of the supplemental
interest trust, to the extent that the Floating Swap Payment payable to the
supplemental interest trust trustee, on behalf of the supplemental interest
trust, exceeds the Fixed Swap Payment for such distribution date.

      The swap agreement will terminate immediately following the distribution
date in March 2012, unless terminated earlier upon the occurrence of a Swap
Default, an Early Termination Event or an Additional Termination Event.

      The respective obligations of the swap counterparty and the supplemental
interest trust trustee, on behalf of the supplemental interest trust, to pay
specified amounts due under the swap agreement will be subject to the following
conditions precedent: (1) no Swap Default or event that with the giving of
notice or lapse of time or both would become a Swap Default shall have occurred
and be continuing with respect to the swap agreement and (2) no "early
termination date" (as defined in the ISDA Master Agreement) has occurred or been
effectively designated with respect to the swap agreement.

      "Events of Default" under the swap agreement (each a "Swap Default")
include the following standard events of default under the ISDA Master
Agreement:

      o     "Failure to Pay or Deliver" (which generally relates to the failure
            of either party to the swap agreement to perform its payment
            obligations under the swap agreement),


                                      S-70



      o     "Bankruptcy" which generally relates to the insolvency of, or
            inability to pay debts as they become due, by either party to the
            swap agreement (as amended in the swap agreement) and

      o     "Merger without Assumption" which generally relates to the merger,
            consolidation or transfer of substantially all of the assets of the
            swap counterparty without the assumption of obligations under the
            swap agreement by the surviving entity,

as further described in Sections 5(a)(i), 5(a)(vii) and 5(a)(viii) of the ISDA
Master Agreement.

      "Early Termination Events" under the swap agreement (each an "Early
Termination Event") consist of the following standard events under the ISDA
Master Agreement:

      o     "Illegality" (which generally relates to changes in law causing it
            to become unlawful for either party to perform its obligations under
            the swap agreement),

      o     "Tax Event" (which generally relates to either party to the swap
            agreement receiving a payment under the swap agreement from which an
            amount has been deducted or withheld for or on account of taxes) and

      o     "Tax Event Upon Merger" (solely with respect to the swap
            counterparty) (which generally relates to the swap counterparty's
            receiving a payment under the swap agreement from which an amount
            has been deducted or withheld for or on account of taxes resulting
            from a merger),

as further described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the ISDA
Master Agreement. In addition, there are "Additional Termination Events" (as
defined in the swap agreement) including if the swap counterparty fails to
comply with the Downgrade Provisions (as defined below).

      Upon the occurrence of any Swap Default under the swap agreement, the
non-defaulting party will have the right to designate an Early Termination Date.
With respect to Termination Events (including Additional Termination Events), an
Early Termination Date may be designated by one of the parties (as specified in
the swap agreement) and will occur only upon notice and, in some circumstances,
after any affected party has used reasonable efforts to transfer its rights and
obligations under the swap agreement to a related entity within a specified
period after notice has been given of the Termination Event, all as set forth in
the swap agreement. The occurrence of an Early Termination Date under the swap
agreement will constitute a "Swap Early Termination."

      Upon any Swap Early Termination, the supplemental interest trust trustee,
on behalf of the supplemental interest trust, or the swap counterparty may be
liable to make a swap termination payment (the "Swap Termination Payment") to
the other (regardless, if applicable, of which of the parties has caused the
termination). The Swap Termination Payment will be based on the value of the
swap agreement computed in accordance with the procedures set forth in the swap
agreement taking into account the present value of the unpaid amounts that would
have been owed to and by the swap counterparty under the remaining scheduled
term of the swap agreement. In the event that the supplemental interest trust
trustee, on behalf of the supplemental interest trust, is required to make a
Swap Termination Payment to the swap counterparty, that payment will be paid on
the related distribution date, and on any subsequent distribution dates until
paid in full, prior to distributions to certificateholders, other than in the
case of a Swap Termination Payment triggered upon a Swap Counterparty Trigger
Event. The supplemental interest trustee's obligation, on behalf of the
supplemental interest trust, to pay amounts in respect of a Swap Termination
Payment resulting from a Swap Counterparty Trigger Event will be subordinated to
distributions to the holders of the Class A Certificates, Class M Certificates
and Class B Certificates.


                                      S-71



      If the swap counterparty's credit ratings fall below the levels specified
in the swap agreement, then, unless (x) within 30 days thereafter, each rating
agency has reconfirmed the rating of each offered certificate and the Class B
Certificates which was in effect immediately prior to such withdrawal or
downgrade, and (y) certain other conditions are met, the swap counterparty will
be required to either (1) obtain a substitute swap counterparty with credit
ratings at least equal to the specified levels that will assume the obligations
of the swap counterparty under the swap agreement, (2) obtain a guaranty of, or
a contingent agreement of another person to honor, the obligations of the swap
counterparty under the swap agreement, in each case from a person with credit
ratings at least equal to the specified levels, all as provided in the swap
agreement or (3) post collateral which will be sufficient to maintain or restore
the rating of each offered certificate and the Class B Certificates which was in
effect immediately prior to such withdrawal or downgrade (such provisions, the
"Downgrade Provisions") or (4) establish any other arrangement specified in the
swap agreement that meets all rating agency requirements and any third party
consent requirements provided therein or in any related documentation.

      In the event that the supplemental interest trust trustee, on behalf of
the supplemental interest trust, receives a Swap Termination Payment, and a
successor swap counterparty cannot be obtained, then such Swap Termination
Payment will be deposited into the supplemental interest trust account and the
supplemental interest trust trustee, on behalf of the supplemental interest
trust, on each subsequent distribution date (until the termination date of the
original swap agreement), will withdraw the amount of any net swap payment due
to the supplemental interest trust trustee, on behalf of the supplemental
interest trust (calculated in accordance with the terms of the original swap
agreement), and administer such net swap payment in accordance with the order of
priority for distribution of net swap payments by the supplemental interest
trust trustee, on behalf of the supplemental interest trust, set forth under
"--Payments under the Swap Agreement" below.

Payments under the Swap Agreement

      Amounts payable by the supplemental interest trust trustee, on behalf of
the supplemental interest trust, in respect of net swap payments and Swap
Termination Payments (other than Swap Termination Payments resulting from a Swap
Counterparty Trigger Event) will be deducted from the Available Distribution
Amount before distributions to the holders of the Class A Certificates, Class M
Certificates and Class B Certificates. On each distribution date, such amounts
will be distributed by the supplemental interest trust trustee, on behalf of the
supplemental interest trust, to the swap counterparty, first to make any net
swap payment owed to the swap counterparty pursuant to the swap agreement for
such distribution date, and second to make any Swap Termination Payment not due
to a Swap Counterparty Trigger Event owed to the swap counterparty pursuant to
the swap agreement. Payments by the supplemental interest trust trustee, on
behalf of the supplemental interest trust, to the swap counterparty in respect
of any Swap Termination Payment triggered by a Swap Counterparty Trigger Event
pursuant to the swap agreement will be subordinated to distributions to the
holders of the Class A Certificates, Class M Certificates and Class B
Certificates and will be paid by the supplemental interest trust trustee, on
behalf of the supplemental interest trust, to the swap counterparty as set forth
in the pooling and servicing agreement.

      Amounts payable by the swap counterparty to the supplemental interest
trust trustee, on behalf of the supplemental interest trust, will be deposited
by the supplemental interest trust trustee, on behalf of the supplemental
interest trust, into the supplemental interest trust account. On each
distribution date the supplemental interest trust trustee will withdraw the
following amounts from the supplemental interest trust account to the extent of
net swap payments on deposit therein for distribution to the certificates in the
following order of priority:


                                      S-72



      first, as part of the Principal Distribution Amount, to pay to the holders
of the Class A Certificates, Class M Certificates and Class B Certificates, in
each case in reduction of their Certificate Principal Balances, the principal
portion of Realized Losses incurred on the mortgage loans for the preceding
calendar month;

      second, to pay the holders of the Class A Certificates, Class M
Certificates and Class B Certificates as part of the Principal Distribution
Amount, any Overcollateralization Increase Amount;

      third, to pay the holders of Class A Certificates, Class M Certificates
and Class B Certificates, the amount of any Prepayment Interest Shortfalls
allocated thereto for that distribution date, pro rata, based on the amount of
Prepayment Interest Shortfalls allocated thereto on that distribution date, to
the extent not covered by the Eligible Master Servicing Compensation on that
distribution date;

      fourth, to pay to the holders of the Class A Certificates, Class M
Certificates and Class B Certificates, any Prepayment Interest Shortfalls
remaining unpaid from prior distribution dates together with interest thereon,
on a pro rata basis, based on the amount of Prepayment Interest Shortfalls
previously allocated thereto that remain unreimbursed;

      fifth, to pay to the holders of the Class A Certificates, on a pro rata
basis, based on the amount of the Basis Risk Shortfall Carry-Forward Amounts
previously allocated thereto that remain unreimbursed, the applicable Basis Risk
Shortfall Carry-Forward Amounts, and then the Class M Certificates, in order of
their payment priority, and then to the Class B Certificates, the amount of any
Basis Risk Shortfall Carry Forward Amounts remaining unpaid as of that
distribution date;

      sixth, to pay to the holders of the Class A Certificates, Class M
Certificates and Class B Certificates, the amount of any Relief Act Shortfalls
allocated thereto that remain unreimbursed, on a pro rata basis, based on the
amount of Relief Act Shortfalls previously allocated thereto;

      seventh, to pay to the holders of the Class A Certificates, on a pro rata
basis, based on the amount of Realized Losses previously allocated thereto that
remain unreimbursed, and then to the Class M Certificates, in order of their
priority, and then to the Class B Certificates, the principal portion of any
Realized Losses previously allocated thereto that remain unreimbursed; and

      eighth, to pay to the holders of the Class SB Certificates any balance
remaining, in accordance with the terms of the pooling and servicing agreement.

      On any distribution date, the amounts described in clauses first through
eighth above will be paid first from Excess Cash Flow as described above under
"--Excess Cash Flow and Overcollateralization" for that distribution date and
second from amounts received by the trust under the swap agreement.

      On any distribution date, any amounts payable pursuant to clauses first
and second above will be included in the Principal Distribution Amount and shall
be paid as described in "--Principal Distribution" above.

ALLOCATION OF LOSSES

      Realized Losses with respect to the mortgage loans will be allocated or
covered as follows:

      o     first, by Excess Cash Flow for the related distribution date as and
            to the extent described in this prospectus supplement;


                                      S-73



      o     second, by any amounts available from the swap agreement for the
            related distribution date;

      o     third, the reduction of the Overcollateralization Amount until
            reduced to zero;

      o     fourth, to the Class B Certificates until the Certificate Principal
            Balance thereof has been reduced to zero;

      o     fifth, to the Class M-9 Certificates until the Certificate Principal
            Balance thereof has been reduced to zero;

      o     sixth, to the Class M-8 Certificates until the Certificate Principal
            Balance thereof has been reduced to zero;

      o     seventh, to the Class M-7 Certificates until the Certificate
            Principal Balance thereof has been reduced to zero;

      o     eighth, to the Class M-6 Certificates until the Certificate
            Principal Balance thereof has been reduced to zero;

      o     ninth, to the Class M-5 Certificates until the Certificate Principal
            Balance thereof has been reduced to zero;

      o     tenth, to the Class M-4 Certificates until the Certificate Principal
            Balance thereof has been reduced to zero;

      o     eleventh, to the Class M-3 Certificates until the Certificate
            Principal Balance thereof has been reduced to zero;

      o     twelfth, to the Class M-2 Certificates until the Certificate
            Principal Balance thereof has been reduced to zero;

      o     thirteenth, to the Class M-1 Certificates until the Certificate
            Principal Balance thereof has been reduced to zero; and

      o     fourteenth, to the Class A-1, Class A-2, Class A-3 and Class A-4
            Certificates on a pro rata basis, until the Certificate Principal
            Balances thereof have been reduced to zero.

      An allocation of a Realized Loss on a "pro rata basis" among two or more
classes of certificates means an allocation to each of those classes of
certificates on the basis of its then outstanding Certificate Principal Balance
prior to giving effect to distributions to be made on that distribution date in
the case of an allocation of the principal portion of a Realized Loss, or based
on the Accrued Certificate Interest thereon in respect of that distribution date
in the case of an allocation of the interest portion of a Realized Loss.

      With respect to any defaulted mortgage loan that is finally liquidated,
through foreclosure sale, disposition of the related mortgaged property if
acquired on behalf of the certificateholders by deed in lieu of foreclosure, or
otherwise, the amount of loss realized, if any, will equal the portion of the
Stated Principal Balance remaining, if any, plus interest thereon through the
date of liquidation, after application


                                      S-74



of all amounts recovered, net of amounts reimbursable to the master servicer or
the subservicer for Advances and expenses, including attorneys' fees, towards
interest and principal owing on the mortgage loan. This amount of loss realized
is referred to in this prospectus supplement as Realized Losses.

      The principal portion of any Realized Loss, other than a Debt Service
Reduction, allocated to any class of Class A Certificates or Class M
Certificates, or the Class B Certificates will be allocated in reduction of its
Certificate Principal Balance, until the Certificate Principal Balance of that
certificate has been reduced to zero. The interest portion of any Realized Loss
(other than any interest rate reduction in connection with a servicing
modification, as described in the third following paragraph) allocated to any
class of Class A Certificates or Class M Certificates or the Class B
Certificates will be allocated in reduction of its Accrued Certificate Interest
for the related distribution date. In addition, the interest portion of any
Realized Loss resulting from an interest rate loss reduction in connection with
a servicing modification will be made by operation of the payment priority for
the certificates set forth in this prospectus supplement.

      In order to maximize the likelihood of distribution in full of amounts of
interest and principal to be distributed to holders of the Class A Certificates,
on each distribution date, holders of each class of Class A Certificates have a
right to distributions of interest before distributions of interest to other
classes of certificates and distributions of principal before distributions of
principal to other classes of certificates. In addition, overcollateralization
and the application of Excess Cash Flow and amounts received under the swap
agreement, as and to the extent described in this prospectus supplement, will
increase the likelihood of distribution in full of amounts of interest and
principal to the Class A Certificates on each distribution date.

      The priority of distributions among the Class M Certificates, as described
in this prospectus supplement, also has the effect during certain periods, in
the absence of Realized Losses, of decreasing the percentage interest evidenced
by any class of Class M Certificates with a higher payment priority, thereby
increasing, relative to its Certificate Principal Balance, the subordination
afforded to such class of the Class M Certificates by overcollateralization and
any class of Class M Certificates with a lower payment priority and the Class B
Certificates.

      In addition, in instances in which a mortgage loan is in default or if
default is reasonably foreseeable, and if determined by the master servicer to
be in the best interest of the certificateholders, the master servicer or
subservicer may permit servicing modifications of the mortgage loan rather than
proceeding with foreclosure, as described under "Description of the
Securities--Servicing and Administration of Loans--Collection and Other
Servicing Procedures" in the accompanying prospectus.

      However, the master servicer's and the subservicer's ability to perform
servicing modifications will be subject to some limitations, including but not
limited to those described below. Advances and other amounts may be added to the
outstanding principal balance of a mortgage loan only once during the life of a
mortgage loan. Any amounts added to the principal balance of the mortgage loan,
or capitalized amounts added to the mortgage loan, will be required to be fully
amortized over the term of the mortgage loan. All capitalizations are to be
implemented in accordance with Residential Funding's program guide and may be
implemented only by subservicers that have been approved by the master servicer
for that purpose. The final maturity of any mortgage loan shall not be extended
beyond the assumed final distribution date. No servicing modification with
respect to a fixed-rate mortgage loan will have the effect of reducing the
mortgage rate below one-half of the mortgage rate as in effect on the cut-off
date or below the servicing fee rate. No servicing modification with respect to
an adjustable-rate mortgage loan will have the effect of reducing the mortgage
rate below (i) the greater of (a) one-half of the mortgage rate as in effect on
the cut-off date and (b) one-half of the mortgage rate as in effect on the date
of the servicing modification or (ii) the master servicing and subservicing fee
rate. Further, the aggregate


                                      S-75



current principal balance of all mortgage loans subject to modifications can be
no more than five percent (5%) of the aggregate principal balance of the
mortgage loans as of the cut-off date, but this limit may increase from time to
time, so long as written confirmation is obtained from each rating agency that
the increase will not reduce the ratings assigned to any class of offered
certificates or the Class B Certificates by that rating agency below the lower
of the then-current ratings assigned to those certificates by that rating agency
or the ratings assigned to those certificates as of the closing date by that
rating agency.

      Any Advances made on any mortgage loan will be reduced to reflect any
related servicing modifications previously made. The mortgage rate and Net
Mortgage Rate as to any mortgage loan will be deemed not reduced by any
servicing modification, so that the calculation of Accrued Certificate Interest
payable on the offered certificates and Class B Certificates will not be
affected by the servicing modification.

ADVANCES

      Prior to each distribution date, the master servicer is required to make
Advances out of its own funds, advances made by a subservicer, or funds held in
the Custodial Account, with respect to any distributions of principal and
interest, net of the related servicing fees, that were due on the mortgage loans
during the related due period and not received on the business day next
preceding the related determination date.

      Advances are required to be made only to the extent they are deemed by the
master servicer to be recoverable from related late collections, Insurance
Proceeds or Liquidation Proceeds. Recoverability is determined in the context of
existing outstanding arrearages, the current loan-to-value ratio and an
assessment of the fair market value of the related mortgage property. The
purpose of making Advances is to maintain a regular cash flow to the
certificateholders, rather than to guarantee or insure against Realized Losses.
The master servicer will not be required to make any Advances with respect to
reductions in the amount of the scheduled monthly payments on the mortgage loans
due to Debt Service Reductions or the application of the Relief Act or similar
legislation or regulations. In connection with the failure by the related
mortgagor to make a balloon payment, to the extent deemed recoverable, the
master servicer will Advance an amount equal to the monthly payment for such
balloon loan due prior to the balloon payment. Any failure by the master
servicer to make an Advance as required under the pooling and servicing
agreement will constitute an event of default under the pooling and servicing
agreement, in which case the trustee, as successor master servicer, will be
obligated to make any such Advance, in accordance with the terms of the pooling
and servicing agreement.

      All Advances will be reimbursable to the master servicer on a first
priority basis from late collections, Insurance Proceeds and Liquidation
Proceeds from the mortgage loan as to which the unreimbursed Advance was made.
In addition, any Advances previously made which are deemed by the master
servicer to be nonrecoverable from related late collections, Insurance Proceeds
and Liquidation Proceeds may be reimbursed to the master servicer out of any
funds in the Custodial Account prior to distributions on the offered
certificates.

      The pooling and servicing agreement provides that the master servicer may
enter into a facility with any person which provides that such person, or the
advancing person, may directly or indirectly fund Advances and/or Servicing
Advances, although no such facility will reduce or otherwise affect the master
servicer's obligation to fund these Advances and/or Servicing Advances. No
facility will require the consent of the certificateholders or the trustee. Any
Advances and/or Servicing Advances made by an advancing person would be
reimbursed to the advancing person under the same provisions pursuant to which
reimbursements would be made to the master servicer if those advances were
funded by the master servicer, but on a priority basis in favor of the advancing
person as opposed to the master servicer or any


                                      S-76



successor master servicer, and without being subject to any right of offset that
the trustee or the trust might have against the master servicer or any successor
master servicer.

      In addition, see "Description of the Securities--Withdrawals from the
Custodial Account" and "--Advances" in the accompanying prospectus.

RESIDUAL INTERESTS

      Holders of the Class R Certificates will be entitled to receive any
residual cash flow from the mortgage pool, which is not expected to be
significant. The Class R Certificates will not be entitled to any payments
unless the aggregate amount received by the issuing entity with respect to the
mortgage loans exceeds the aggregate amount payable to the other
certificateholders, which is highly unlikely. A holder of a Class R Certificate
will not have a right to alter the structure of this transaction. The Class R
Certificates may be retained by the depositor or transferred to any of its
affiliates, subsidiaries of the sponsor or any other party.

REPORTS TO CERTIFICATEHOLDERS

      The trustee will make the reports referred to in the accompanying
prospectus under "Pooling and Servicing Agreement--Reports to Securityholders"
and, at its option, any additional files containing the same information in an
alternative format, available each month to the certificateholders and other
parties referred to in the pooling and servicing agreement via the trustee's
internet website at http://www.usbank.com/mbs, presented under "RESIDENTIAL
ASSET MORTGAGE PRODUCTS, INC (RAMP)" as the product and "RESIDENTIAL ASSET
MORTGAGE PRODUCTS, INC. 2006-RS6" as the deal. Certificateholders with questions
may direct them to the trustee's bondholder services group at (800) 934-6802.
For purposes of any electronic version of this prospectus supplement, the
preceding uniform resource locator, or URL, is an inactive textual reference
only. The depositor has taken steps to ensure that this URL reference was
inactive at the time the electronic version of this prospectus supplement was
created. In addition, for so long as the issuing entity is required to file
reports with the Commission under the Securities Exchange Act of 1934, the
issuing entity's annual report on Form 10-K, distribution reports on Form 10-D,
current reports on Form 8-K and amendments to those reports will be made
available on such website as soon as reasonably practicable after such materials
are electronically filed with, or furnished to, the Commission. See also
"Pooling and Servicing Agreement--Reports to Securityholders" in the
accompanying prospectus for a more detailed description of certificateholder
reports.

                       YIELD AND PREPAYMENT CONSIDERATIONS

GENERAL

      The yield to maturity on each class of the offered certificates will be
primarily affected by the following factors:

      o     The rate and timing of principal payments on the mortgage loans,
            including prepayments, defaults and liquidations, and repurchases
            due to breaches of representations and warranties;

      o     The allocation of principal distributions among the various classes
            of certificates;

      o     The rate and timing of Realized Losses and interest shortfalls on
            the mortgage loans;


                                      S-77



      o     The pass-through rate on that class of offered certificates;

      o     The purchase price paid for that class of offered certificates; and

      o     The timing of the exercise of the optional termination by the master
            servicer or its designee.

      For additional considerations relating to the yields on the offered
certificates, see "Yield Considerations" and "Maturity and Prepayment
Considerations" in the accompanying prospectus.

      As of the cut-off date, approximately 53.4% of the mortgage loans by
cut-off date principal balance require the related borrowers to make monthly
payments of accrued interest, but not principal, for up to 10 years following
origination. After the interest-only period, the related borrower's monthly
payment will be recalculated to cover both interest and principal so that the
mortgage loan will be paid in full by its final payment date. As a result, if
the monthly payment increases, the related borrower may not be able to pay the
increased amount and may default or may refinance the loan to avoid the higher
payment. In addition, because no scheduled principal payments are required to be
made on these mortgage loans for a period of time, the offered certificates will
receive smaller scheduled principal distributions during that period than they
would have received if the related borrowers were required to make monthly
payments of interest and principal from origination of these mortgage loans.

PREPAYMENT CONSIDERATIONS

      The yield to maturity and the aggregate amount of distributions on each
class of offered certificates will be affected by the rate and timing of
principal payments on the mortgage loans and the amount and timing of mortgagor
defaults resulting in Realized Losses on the mortgage loans. These yields may be
adversely affected by a higher or lower than anticipated rate of principal
payments on the mortgage loans. The rate of principal payments on the mortgage
loans will in turn be affected by the amortization schedules of the mortgage
loans, the rate and timing of principal prepayments thereon by the mortgagors,
liquidations or modifications of defaulted mortgage loans and purchases of
mortgage loans due to breaches of representations and warranties. The timing of
changes in the rate of prepayments, liquidations and purchases of the mortgage
loans may, and the timing of Realized Losses on the mortgage loans will,
significantly affect the yield to an investor in the offered certificates, even
if the average rate of principal payments experienced over time is consistent
with an investor's expectation. Since the rate and timing of principal payments
on the mortgage loans will depend on future events and on a variety of factors,
as described in this prospectus supplement, no assurance can be given as to the
rate or the timing of principal payments on the offered certificates entitled to
distributions in respect of principal.

      The mortgage loans may be prepaid by the mortgagors at any time in full or
in part, although approximately 42.9% of the mortgage loans provide for payment
of a prepayment charge. Prepayment charges may reduce the rate of prepayment on
the mortgage loans until the end of the period during which these prepayment
charges apply. See "Description of the Mortgage Pool" in this prospectus
supplement. Some state laws restrict the imposition of prepayment charges and
late fees even when the mortgage loans expressly provide for the collection of
those charges. As a result, it is possible that prepayment charges and late fees
may not be collected even on mortgage loans that provide for the payment of
these charges. In any case, these amounts will not be available for distribution
on the offered certificates. See "Certain Legal Aspects of the Loans--Default
Interest and Limitations on Prepayments" in the accompanying prospectus. The
Class SB Certificateholders shall receive the amount of any payments or
collections in the nature of prepayment charges on the mortgage loans received
by the master servicer in respect of the related due period.


                                      S-78



      The fixed-rate mortgage loans typically contain due-on-sale clauses. The
terms of the pooling and servicing agreement generally require the master
servicer or any subservicer, as the case may be, to enforce any due-on-sale
clause to the extent it has knowledge of the conveyance or the proposed
conveyance of the underlying mortgaged property and to the extent permitted by
applicable law, except that any enforcement action that would impair or threaten
to impair any recovery under any related insurance policy will not be required
or permitted. The adjustable-rate mortgage loans typically are assumable under
some circumstances if, in the sole judgment of the master servicer or
subservicer, the prospective purchaser of a mortgaged property is creditworthy
and the security for the mortgage loan is not impaired by the assumption.

      Prepayments, liquidations and purchases of the mortgage loans will result
in distributions to holders of the offered certificates of principal amounts
which would otherwise be distributed over the remaining terms of those mortgage
loans. Factors affecting prepayment, including defaults and liquidations, of
mortgage loans include changes in mortgagors' housing needs, job transfers,
unemployment, mortgagors' net equity in the mortgaged properties, changes in the
value of the mortgaged properties, mortgage market interest rates, solicitations
and servicing decisions. In addition, if prevailing mortgage rates fell
significantly below the mortgage rates on the mortgage loans, the rate of
prepayments, including refinancings, would be expected to increase. Conversely,
if prevailing mortgage rates rose significantly above the mortgage rates on the
mortgage loans, the rate of prepayments on the mortgage loans would be expected
to decrease.

      The rate of defaults on the mortgage loans will also affect the rate and
timing of principal distributions on the offered certificates. In general,
defaults on mortgage loans are expected to occur with greater frequency in their
early years. Furthermore, the rate and timing of prepayments, defaults and
liquidations on the mortgage loans will be affected by the general economic
condition of the region of the country in which the related mortgaged properties
are located. The risk of delinquencies and loss is greater and prepayments are
less likely in regions where a weak or deteriorating economy exists, as may be
evidenced by, among other factors, increasing unemployment or falling property
values. See "Risk Factors" in this prospectus supplement. Also, because
borrowers of balloon loans are required to make a relatively large single
payment upon maturity, it is possible that the default risk associated with
balloon loans is greater than that associated with fully-amortizing mortgage
loans.

      A subservicer may allow the refinancing of a mortgage loan by accepting
prepayments thereon and permitting a new loan secured by a mortgage on the same
property. In the event of such a refinancing, the new loan would not be included
in the trust fund and, therefore, the refinancing would have the same effect as
a prepayment in full of the related mortgage loan. A subservicer or the master
servicer may, from time to time, implement programs designed to encourage
refinancing. These programs may include, without limitation, modifications of
existing loans, targeted solicitations, the offering of pre-approved
applications, reduced origination fees or closing costs, or other financial
incentives. Targeted solicitations may be based on a variety of factors,
including the credit of the borrower or the location of the mortgaged property.
In addition, subservicers or the master servicer may encourage the refinancing
of mortgage loans, including defaulted mortgage loans, that would permit
creditworthy borrowers to assume the outstanding indebtedness of these mortgage
loans.

      The rate of default on mortgage loans that are refinance or reduced
documentation mortgage loans, and on mortgage loans with high LTV ratios, may be
higher than for other types of mortgage loans. As a result of the underwriting
standards applicable to the mortgage loans, the mortgage loans are likely to
experience rates of delinquency, foreclosure, bankruptcy and loss that are
higher, and that may be substantially higher, than those experienced by mortgage
loans underwritten in accordance with the standards applied by Fannie Mae and
Freddie Mac first lien mortgage loan purchase programs. In addition, because of
these underwriting criteria and their likely effect on the delinquency,
foreclosure,


                                      S-79



bankruptcy and loss experience of the mortgage loans, the mortgage loans will
generally be serviced in a manner intended to result in a faster exercise of
remedies, which may include foreclosure, in the event mortgage loan
delinquencies and defaults occur, than would be the case if the mortgage loans
were serviced in accordance with those other programs. Furthermore, the rate and
timing of prepayments, defaults and liquidations on the mortgage loans will be
affected by the general economic condition of the region of the country in which
the mortgaged properties are located. The risk of delinquencies and loss is
greater, and prepayments are less likely, in regions where a weak or
deteriorating economy exists, as may be evidenced by, among other factors,
increasing unemployment or falling property values. The master servicer has a
limited right, but not an obligation, to repurchase some defaulted mortgage
loans at a price equal to the unpaid principal balance thereof plus accrued and
unpaid interest, resulting in a payment of principal on the offered certificates
earlier than might have been the case if foreclosure proceedings had been
commenced.

ALLOCATION OF PRINCIPAL DISTRIBUTIONS

      The yields to maturity of the offered certificates will be affected by the
allocation of principal distributions among the offered certificates and the
Class B Certificates and the extent of any Overcollateralization Reduction
Amount. The offered certificates and Class B Certificates are subject to
priorities for payment of principal as described in this prospectus supplement.
Distributions of principal and the weighted average lives of classes having an
earlier priority of payment will be affected by the rates of prepayment of the
mortgage loans early in the life of those mortgage loans. The timing of
commencement of principal distributions and the weighted average lives of the
offered certificates with a later priority of payment will be affected by the
rates of prepayment of the mortgage loans both before and after the commencement
of principal distributions on those classes. In addition, the rate and timing of
principal distributions on and the weighted average lives of the offered
certificates will be affected primarily by the rate and timing of principal
payments, including prepayments, defaults, realized losses, liquidations and
purchases, on the mortgage loans.

      As described in this prospectus supplement, during certain periods all or
a disproportionately large percentage of principal payments on the mortgage
loans will be allocated among the Class A Certificates and, during certain
periods, no principal distributions will be distributed to each class of Class M
Certificates and the Class B Certificates. Unless the Certificate Principal
Balances of the Class A Certificates have been reduced to zero, the Class M
Certificates and Class B Certificates will not be entitled to receive
distributions of principal until the Stepdown Date. Furthermore, if a Trigger
Event is in effect, the Class M Certificates and Class B Certificates will not
be entitled to receive distributions in respect of principal until the aggregate
Certificate Principal Balance of the Class A Certificates has been reduced to
zero. To the extent that no principal distributions are distributed on the Class
M Certificates or Class B Certificates, the subordination afforded the Class A
Certificates by the Class M Certificates and Class B Certificates, together with
the overcollateralization, in the absence of offsetting Realized Losses
allocated thereto, will be increased, and the weighted average lives of the
Class M Certificates and Class B Certificates will be extended.

      As described under "Description of the Certificates--Allocation of Losses"
and "--Advances," amounts otherwise distributable to holders of one or more
classes of the Class M Certificates or Class B Certificates may be made
available to protect the holders of the Class A Certificates and holders of any
Class M Certificates with a higher payment priority against interruptions in
distributions due to certain mortgagor delinquencies, to the extent not covered
by Advances.

      Such delinquencies may affect the yields to investors on such classes of
the Class M Certificates and Class B Certificates, and, even if subsequently
cured, may affect the timing of the receipt of distributions by the holders of
such classes of Class M Certificates and Class B Certificates. In addition,


                                      S-80



a higher than expected rate of delinquencies or Realized Losses will also affect
the rate of principal distributions on one or more classes of Class M
Certificates and the Class B Certificates if delinquencies or Realized Losses
cause a Trigger Event.

      The yields to maturity of the offered certificates and the Class B
Certificates may also be affected to the extent any Excess Cash Flow or amounts
on deposit in the supplemental interest trust account in respect of the swap
agreement is used to accelerate distributions of principal on the offered
certificates and Class B Certificates and to the extent any
Overcollateralization Reduction Amount is used to decelerate principal
distributions on the offered certificates and Class B Certificates. In addition,
the amount of the Overcollateralization Increase Amount distributed to the
offered certificates and Class B Certificates on any distribution date will be
affected by, among other things, the level of delinquencies and Realized Losses
on the mortgage loans and the level of One-Month LIBOR. See "Description of the
Certificates--Excess Cash Flow and Overcollateralization" in this prospectus
supplement.

REALIZED LOSSES AND INTEREST SHORTFALLS

      The yield to maturity and the aggregate amount of distributions on each
class of offered certificates will be affected by the timing of borrower
defaults resulting in Realized Losses on the mortgage loans, to the extent such
losses are not covered by credit support in the form of Excess Cash Flow,
overcollateralization, the swap agreement or subordination provided by any class
of Class M Certificates with a lower payment priority and the Class B
Certificates. Furthermore, as described in this prospectus supplement, the
timing of receipt of principal and interest by the offered certificates may be
adversely affected by losses or delinquencies on the related mortgage loans if
those losses or delinquencies result in a change in the Required
Overcollateralization Amount.

      The amount of interest otherwise payable to holders of each class of
offered certificates and the Class B Certificates will be reduced by any
interest shortfalls, including Prepayment Interest Shortfalls, on the mortgage
loans to the extent not covered by Excess Cash Flow, amounts on deposit in the
supplemental interest trust account or by the master servicer as described in
this prospectus supplement. These shortfalls will not be offset by a reduction
in the servicing fees payable to the master servicer or otherwise, except as
described in this prospectus supplement with respect to Prepayment Interest
Shortfalls. Prepayment Interest Shortfalls, Relief Act Shortfalls and Basis Risk
Shortfall Carry-Forward Amounts will only be covered by Excess Cash Flow and
amounts on deposit in the supplemental interest trust account in respect of the
swap agreement, in each case as and to the extent described in this prospectus
supplement. Relief Act Shortfalls arising in an Interest Accrual Period will
only be covered to the extent of funds available therefor and such interest
shortfalls will not carry forward or be paid on any subsequent distribution
date. See "Description of the Certificates--Interest Distributions" in this
prospectus supplement for a discussion of possible shortfalls in the collection
of interest.

      The recording of mortgages in the name of MERS is a relatively new
practice in the mortgage lending industry. While the depositor expects that the
master servicer or applicable subservicer will be able to commence foreclosure
proceedings on the mortgaged properties, when necessary and appropriate, public
recording officers and others in the mortgage industry, however, may have
limited, if any, experience with lenders seeking to foreclose mortgages,
assignments of which are registered with MERS. Accordingly, delays and
additional costs in commencing, prosecuting and completing foreclosure
proceedings, defending litigation commenced by third parties and conducting
foreclosure sales of the mortgaged properties could result. Those delays and
additional costs could in turn delay the distribution of liquidation proceeds to
the certificateholders and increase the amount of Realized Losses on the
mortgage loans. In addition, if, as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS(R) System, it becomes
necessary to remove any mortgage loan from registration on the MERS(R) System
and to arrange for the assignment of the related mortgages to the


                                      S-81



trustee, then any related expenses shall be reimbursable by the trust to the
master servicer, which will reduce the amount available to pay principal of and
interest on the outstanding class or classes of certificates with the lowest
payment priorities. For additional information regarding the recording of
mortgages in the name of MERS, see "Description of the Mortgage Pool--General"
in this prospectus supplement and "Description of the Securities--Assignment of
Loans" in the accompanying prospectus.

PASS-THROUGH RATES

      The yields to maturity on the offered certificates and Class B
Certificates will be affected by their Pass-Through Rates. The Class A
Certificates, Class M Certificates and Class B Certificates may not always
receive interest at a rate equal to One-Month LIBOR plus the related Margin. If
the Net WAC Cap Rate is less than One-Month LIBOR plus the related Margin, the
Pass-Through Rate on the Class A Certificates, Class M Certificates or Class B
Certificates, as applicable, will be limited to the Net WAC Cap Rate. Thus, the
yields to investors in the Class A Certificates, Class M Certificates and Class
B Certificates will be sensitive to fluctuations in the level of One-Month LIBOR
and will be adversely affected by the application of the Net WAC Cap Rate.
Therefore, the prepayment of the mortgage loans with higher mortgage rates may
result in lower Pass-Through Rates on the Class A Certificates, Class M
Certificates and Class B Certificates. In addition, if prepayments on the
mortgage loans occur at a rate slower than anticipated the swap agreement may
not provide sufficient funds to cover such shortfalls with respect to the Class
A Certificates, Class M Certificates and Class B Certificates because the Swap
Agreement Notional Balance may be lower than the outstanding principal balance
of the mortgage loans. If on any distribution date the application of the Net
WAC Cap Rate results in an interest payment lower than One-Month LIBOR plus the
related Margin on the Class A Certificates, Class M Certificates or Class B
Certificates during the related Interest Accrual Period, the value of Class A
Certificates, Class M Certificates or Class B Certificates may be temporarily or
permanently reduced.

      Investors in the Class A Certificates, Class M Certificates and Class B
Certificates should be aware that some of the mortgage loans have adjustable
interest rates. Consequently, the interest that becomes due on these mortgage
loans during the related due period will be sensitive to changes in the related
indices and may be less than interest that would accrue on the Class A
Certificates, Class M Certificates and Class B Certificates at the rate of
One-Month LIBOR plus the related Margin. In a rising interest rate environment,
the Class A Certificates, Class M Certificates and Class B Certificates may
receive interest at the Net WAC Cap Rate for a protracted period of time. In
addition, in this situation, there would be little or no Excess Cash Flow to
cover Realized Losses and to restore overcollateralization.

      To the extent the Net WAC Cap Rate is paid on any class of Class A
Certificates or Class M Certificates or the Class B Certificates, the difference
between the Net WAC Cap Rate and the lesser of One-Month LIBOR plus the related
Margin will create a shortfall that will carry forward with interest thereon.
This shortfall will only be payable from Excess Cash Flow and amounts received
under the swap agreement. These shortfalls may remain unpaid on the Optional
Termination Date and final distribution date. In the event of a decrease in
One-Month LIBOR, the amount of Excess Cash Flow available to the Class A
Certificates, Class M Certificates and Class B Certificates will be reduced by
any net swap payments and Swap Termination Payments (to the extent not due to a
Swap Counterparty Trigger Event) paid to the swap counterparty as described in
this prospectus supplement. In addition, the applicable Net WAC Cap Rate and
therefore the Pass-Through Rate on the Class A Certificates, Class M
Certificates and Class B Certificates may be reduced by the requirement of the
supplemental interest trust trustee, on behalf of the supplemental interest
trust, to pay any net swap payments and Swap Termination Payments (to the extent
not due to a Swap Counterparty Trigger Event) to the swap counterparty as
described in this prospectus supplement.


                                      S-82



PURCHASE PRICE

      The yield to maturity on a class of offered certificates will depend on
the price paid by the holders of those certificates. The extent to which the
yield to maturity of an offered certificate is sensitive to prepayments will
depend, in part, upon the degree to which it is purchased at a discount or
premium. In general, if an offered certificate is purchased at a premium and
principal distributions thereon occur at a rate faster than assumed at the time
of purchase, the investor's actual yield to maturity will be lower than that
anticipated at the time of purchase. Conversely, if an offered certificate is
purchased at a discount and principal distributions thereon occur at a rate
slower than assumed at the time of purchase, the investor's actual yield to
maturity will be lower than that anticipated at the time of purchase.

FINAL SCHEDULED DISTRIBUTION DATES

      Based on the structuring assumptions under "Weighted Average Life" below
but assuming further that there is a 0% prepayment assumption and no Excess Cash
Flow, the final scheduled distribution date on the Class A-1 Certificates, the
Class A-2 Certificates and the Class A-3 Certificates will be as follows:

      for the Class A-1 Certificates, the distribution date in November 2025;

      for the Class A-2 Certificates, the distribution date in May 2030; and

      for the Class A-3 Certificates, the distribution date in July 2035.

      The final scheduled distribution date with respect to the Class A-4, Class
M and Class B Certificates will be the distribution date in November 2036, which
is the month following the maturity of the latest maturing mortgage loan. Due to
Realized Losses and prepayments on the mortgage loans, the final scheduled
distribution date on each class of Class A Certificates and Class M Certificates
and the Class B Certificates may be substantially earlier. In addition, the
actual final distribution date on any class of offered certificates may be later
than the final scheduled distribution date therefor. No event of default under
the pooling and servicing agreement will arise or become applicable solely by
reason of the failure to retire the entire Certificate Principal Balance of any
class of offered certificates on or before its final scheduled distribution
date.

WEIGHTED AVERAGE LIFE

      Weighted average life refers to the average amount of time that will
elapse from the date of issuance of a security to the date of distribution to
the investor of each dollar distributed in reduction of the principal balance of
the security. The weighted average life of the offered certificates will be
influenced by, among other things, the rate at which principal of the mortgage
loans is paid, which may be in the form of scheduled amortization, prepayments
or liquidations.

      The prepayment assumption used in this prospectus supplement with respect
to the fixed-rate mortgage loans, HEP, represents a constant rate of prepayment
each month relative to the then outstanding principal balance of a pool of
mortgage loans. For the fixed-rate mortgage loans, a 20% HEP assumes (i) a
constant prepayment rate of 2.0% CPR of the then outstanding principal balance
of the mortgage loans in the first accrual period of the life of the mortgage
loans, (ii) an additional 2.0% CPR in each month thereafter through the tenth
month and (iii) a constant prepayment rate of 20% CPR thereafter. The prepayment
assumption used in this prospectus supplement with respect to the
adjustable-rate mortgage loans, PPC, represents a constant rate of prepayment
each month relative to the then outstanding principal balance of a pool of
mortgage loans. For the adjustable-rate mortgage loans, a


                                      S-83



100% PPC assumes (i) a constant prepayment rate of 2.0% CPR of the then
outstanding principal balance of the mortgage loans in the first accrual period
of the life of the mortgage loans, (ii) an additional approximate 2.545%
(28%/11) CPR in each month thereafter through the twelfth month, (iii) a
constant prepayment rate of 30% CPR in the twelfth through the twenty-second
month, (iv) a constant prepayment rate of 50% CPR from the twenty-third through
the twenty-seventh month and (v) a constant prepayment rate of 35% CPR
thereafter. HEP and PPC do not purport to be historical descriptions of
prepayment experience or predictions of the anticipated rate of prepayment of
any pool of mortgage loans, including the mortgage loans in this mortgage pool.

      The tables set forth below have been prepared on the basis of assumptions
as described below regarding the characteristics of the mortgage loans that are
expected to be included in the trust as described under "Description of the
Mortgage Pool" in this prospectus supplement and their performance. The tables
assume, among other things, the following structuring assumptions:

      o     as of the date of issuance of the offered certificates, the mortgage
            loans have the weighted average characteristics described in Annex
            IV to this prospectus supplement;

      o     the scheduled monthly payment for each mortgage loan has been based
            on its outstanding principal balance, interest rate and remaining
            amortization term so that the mortgage loan will amortize in amounts
            sufficient for repayment thereof over its remaining term to maturity
            and are due on the first day of each month;

      o     the mortgage rate on each adjustable-rate loan will be adjusted on
            each adjustment date to a rate equal to the related index plus the
            applicable note margin, subject to a lifetime maximum mortgage rate,
            lifetime minimum mortgage rate and periodic rate caps, as
            applicable, with the scheduled monthly payment adjusted accordingly
            to fully amortize the mortgage loan, after any applicable initial
            interest only period;

      o     none of Residential Funding, the master servicer or the depositor
            will repurchase any mortgage loan and neither the master servicer
            nor its designee exercises its option to purchase the mortgage loans
            on the optional termination date, except where indicated;

      o     all delinquencies of payments due on or prior to the cut-off date
            are brought current, and thereafter there are no delinquencies or
            Realized Losses on the mortgage loans, and principal payments on the
            mortgage loans will be timely received together with prepayments, if
            any, at the constant percentages of HEP and PPC set forth in the
            tables;

      o     there is no Prepayment Interest Shortfall, Relief Act Shortfall or
            Basis Risk Shortfall in any month;

      o     distributions on the certificates will be received on the 25th day
            of each month, commencing in November 2006;

      o     payments on the mortgage loans earn no reinvestment return;

      o     the expenses described under "Description of the
            Certificates--Interest Distributions" will be paid from trust
            assets, and there are no additional ongoing trust expenses payable
            out of the trust;


                                      S-84



      o     One-Month LIBOR, Six-Month LIBOR, One-Year LIBOR and One-Year U.S.
            Treasury Index remain constant at 5.320% per annum, 5.390% per
            annum, 5.356% per annum and 4.989% per annum, respectively; and

      o     the certificates will be purchased on October 30, 2006.

      The actual characteristics and performance of the mortgage loans will
differ from the assumptions used in constructing the tables set forth below,
which are hypothetical in nature and are provided only to give a sense of how
the principal cash flows might behave under varying prepayment scenarios. For
example, it is very unlikely that the mortgage loans will prepay at a constant
percentage of HEP or PPC, as applicable, until maturity or that all of the
mortgage loans will prepay at the same rate of prepayment. Moreover, the diverse
remaining terms to stated maturity and mortgage rates of the mortgage loans
could produce slower or faster principal distributions than indicated in the
tables at the various constant percentages of HEP or PPC specified. Any
difference between the assumptions and the actual characteristics and
performance of the mortgage loans, or actual prepayment experience, will affect
the percentages of initial Certificate Principal Balances of the certificates
outstanding over time and the weighted average lives of the offered
certificates.

      Subject to the foregoing discussion and assumptions, the following tables
indicate the weighted average lives of those offered certificates and set forth
the percentages of the initial Certificate Principal Balance of the offered
certificates that would be outstanding after each of the distribution dates
shown at various constant percentages of HEP and PPC.


                                      S-85





                     PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                      CLASS A-1 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    99        74        62        49         36         23
October 2008......................................    97        29        0         0          0          0
October 2009......................................    96        0         0         0          0          0
October 2010......................................    94        0         0         0          0          0
October 2011......................................    93        0         0         0          0          0
October 2012......................................    90        0         0         0          0          0
October 2013......................................    87        0         0         0          0          0
October 2014......................................    84        0         0         0          0          0
October 2015......................................    81        0         0         0          0          0
October 2016......................................    76        0         0         0          0          0
October 2017......................................    70        0         0         0          0          0
October 2018......................................    62        0         0         0          0          0
October 2019......................................    54        0         0         0          0          0
October 2020......................................    46        0         0         0          0          0
October 2021......................................    37        0         0         0          0          0
October 2022......................................    29        0         0         0          0          0
October 2023......................................    20        0         0         0          0          0
October 2024......................................    11        0         0         0          0          0
October 2025......................................     *        0         0         0          0          0
October 2026......................................     0        0         0         0          0          0
October 2027......................................     0        0         0         0          0          0
October 2028......................................     0        0         0         0          0          0
October 2029......................................     0        0         0         0          0          0
October 2030......................................     0        0         0         0          0          0
October 2031......................................     0        0         0         0          0          0
October 2032......................................     0        0         0         0          0          0
October 2033......................................     0        0         0         0          0          0
October 2034......................................     0        0         0         0          0          0
October 2035......................................     0        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years** (to Maturity)....   12.78     1.55      1.20      1.00       0.87       0.78
Weighted Average Life in Years*** (to Call).......   12.78     1.55      1.20      1.00       0.87       0.78


____________
*     Indicates a number that is greater than zero but less than 0.5%.

**    The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

***   The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-86





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS A-2 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100        96        45         0          0
October 2009......................................    100       77        3         0          0          0
October 2010......................................    100       23        0         0          0          0
October 2011......................................    100       0         0         0          0          0
October 2012......................................    100       0         0         0          0          0
October 2013......................................    100       0         0         0          0          0
October 2014......................................    100       0         0         0          0          0
October 2015......................................    100       0         0         0          0          0
October 2016......................................    100       0         0         0          0          0
October 2017......................................    100       0         0         0          0          0
October 2018......................................    100       0         0         0          0          0
October 2019......................................    100       0         0         0          0          0
October 2020......................................    100       0         0         0          0          0
October 2021......................................    100       0         0         0          0          0
October 2022......................................    100       0         0         0          0          0
October 2023......................................    100       0         0         0          0          0
October 2024......................................    100       0         0         0          0          0
October 2025......................................    100       0         0         0          0          0
October 2026......................................    82        0         0         0          0          0
October 2027......................................    61        0         0         0          0          0
October 2028......................................    38        0         0         0          0          0
October 2029......................................    14        0         0         0          0          0
October 2030......................................     0        0         0         0          0          0
October 2031......................................     0        0         0         0          0          0
October 2032......................................     0        0         0         0          0          0
October 2033......................................     0        0         0         0          0          0
October 2034......................................     0        0         0         0          0          0
October 2035......................................     0        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years* (to Maturity).....   21.46     3.53      2.46      2.00       1.72       1.49
Weighted Average Life in Years** (to Call)........   21.46     3.53      2.46      2.00       1.72       1.49


____________
*     The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

**    The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-87





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                 FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS A-3 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100         98         63
October 2009......................................    100      100       100        55         15         0
October 2010......................................    100      100        66        30         3          0
October 2011......................................    100       86        39        6          0          0
October 2012......................................    100       64        18        0          0          0
October 2013......................................    100       46        2         0          0          0
October 2014......................................    100       30        0         0          0          0
October 2015......................................    100       17        0         0          0          0
October 2016......................................    100       6         0         0          0          0
October 2017......................................    100       0         0         0          0          0
October 2018......................................    100       0         0         0          0          0
October 2019......................................    100       0         0         0          0          0
October 2020......................................    100       0         0         0          0          0
October 2021......................................    100       0         0         0          0          0
October 2022......................................    100       0         0         0          0          0
October 2023......................................    100       0         0         0          0          0
October 2024......................................    100       0         0         0          0          0
October 2025......................................    100       0         0         0          0          0
October 2026......................................    100       0         0         0          0          0
October 2027......................................    100       0         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    92        0         0         0          0          0
October 2031......................................    75        0         0         0          0          0
October 2032......................................    58        0         0         0          0          0
October 2033......................................    38        0         0         0          0          0
October 2034......................................    16        0         0         0          0          0
October 2035......................................     0        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years* (to Maturity).....   26.32     7.02      4.74      3.50       2.64       2.16
Weighted Average Life in Years** (to Call)........   26.32     7.02      4.74      3.50       2.64       2.16


____________
*     The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

**    The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-88





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS A-4 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100         68
October 2010......................................    100      100       100       100        100         68
October 2011......................................    100      100       100       100         69         43
October 2012......................................    100      100       100        79         46         27
October 2013......................................    100      100       100        57         31         17
October 2014......................................    100      100        81        42         21         11
October 2015......................................    100      100        63        30         15         6
October 2016......................................    100      100        50        22         10         3
October 2017......................................    100       92        39        16         6          1
October 2018......................................    100       77        30        12         3          0
October 2019......................................    100       64        23        8          1          0
October 2020......................................    100       53        18        5          0          0
October 2021......................................    100       44        14        3          0          0
October 2022......................................    100       37        11        1          0          0
October 2023......................................    100       30        8         0          0          0
October 2024......................................    100       25        5         0          0          0
October 2025......................................    100       21        4         0          0          0
October 2026......................................    100       17        2         0          0          0
October 2027......................................    100       14        1         0          0          0
October 2028......................................    100       11        0         0          0          0
October 2029......................................    100       8         0         0          0          0
October 2030......................................    100       6         0         0          0          0
October 2031......................................    100       4         0         0          0          0
October 2032......................................    100       2         0         0          0          0
October 2033......................................    100       *         0         0          0          0
October 2034......................................    100       0         0         0          0          0
October 2035......................................    87        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years** (to Maturity)....   29.54    15.59     11.01      8.29       6.54       5.03
Weighted Average Life in Years*** (to Call).......   29.51    13.02      8.98      6.69       5.22       3.94


____________
*     Indicates a number that is greater than zero but less than 0.5%.

**    The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

***   The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-89





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-1 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         42
October 2011......................................    100       93        62        40         25         15
October 2012......................................    100       78        48        29         17         10
October 2013......................................    100       66        37        21         11         6
October 2014......................................    100       56        29        15         8          0
October 2015......................................    100       47        23        11         5          0
October 2016......................................    100       40        18        8          0          0
October 2017......................................    100       33        14        6          0          0
October 2018......................................    100       28        11        2          0          0
October 2019......................................    100       23        8         0          0          0
October 2020......................................    100       19        7         0          0          0
October 2021......................................    100       16        5         0          0          0
October 2022......................................    100       13        0         0          0          0
October 2023......................................    100       11        0         0          0          0
October 2024......................................    100       9         0         0          0          0
October 2025......................................    100       8         0         0          0          0
October 2026......................................    100       6         0         0          0          0
October 2027......................................    100       5         0         0          0          0
October 2028......................................    100       1         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years* (to Maturity).....   27.54    10.06      6.93      5.32       4.58       4.40
Weighted Average Life in Years** (to Call)........   27.53     9.24      6.31      4.83       4.17       4.07


____________
*     The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

**    The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-90





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-2 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         25
October 2011......................................    100       93        62        40         25         15
October 2012......................................    100       78        48        29         17         10
October 2013......................................    100       66        37        21         11         6
October 2014......................................    100       56        29        15         8          0
October 2015......................................    100       47        23        11         2          0
October 2016......................................    100       40        18        8          0          0
October 2017......................................    100       33        14        5          0          0
October 2018......................................    100       28        11        0          0          0
October 2019......................................    100       23        8         0          0          0
October 2020......................................    100       19        7         0          0          0
October 2021......................................    100       16        1         0          0          0
October 2022......................................    100       13        0         0          0          0
October 2023......................................    100       11        0         0          0          0
October 2024......................................    100       9         0         0          0          0
October 2025......................................    100       8         0         0          0          0
October 2026......................................    100       6         0         0          0          0
October 2027......................................    100       1         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years* (to Maturity).....   27.54    10.01      6.89      5.28       4.48       4.19
Weighted Average Life in Years** (to Call)........   27.53     9.24      6.31      4.82       4.11       3.88


____________
*     The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

**    The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-91





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-3 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         25
October 2011......................................    100       93        62        40         25         15
October 2012......................................    100       78        48        29         17         10
October 2013......................................    100       66        37        21         11         0
October 2014......................................    100       56        29        15         8          0
October 2015......................................    100       47        23        11         0          0
October 2016......................................    100       40        18        8          0          0
October 2017......................................    100       33        14        0          0          0
October 2018......................................    100       28        11        0          0          0
October 2019......................................    100       23        8         0          0          0
October 2020......................................    100       19        2         0          0          0
October 2021......................................    100       16        0         0          0          0
October 2022......................................    100       13        0         0          0          0
October 2023......................................    100       11        0         0          0          0
October 2024......................................    100       9         0         0          0          0
October 2025......................................    100       8         0         0          0          0
October 2026......................................    100       *         0         0          0          0
October 2027......................................    100       0         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years** (to Maturity)....   27.54     9.95      6.84      5.23       4.41       4.05
Weighted Average Life in Years*** (to Call).......   27.53     9.24      6.31      4.81       4.07       3.77


____________
*     Indicates a number that is greater than zero but less than 0.5%.

**    The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

***   The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-92





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-4 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         25
October 2011......................................    100       93        62        40         25         15
October 2012......................................    100       78        48        29         17         10
October 2013......................................    100       66        37        21         11         0
October 2014......................................    100       56        29        15         2          0
October 2015......................................    100       47        23        11         0          0
October 2016......................................    100       40        18        4          0          0
October 2017......................................    100       33        14        0          0          0
October 2018......................................    100       28        11        0          0          0
October 2019......................................    100       23        6         0          0          0
October 2020......................................    100       19        0         0          0          0
October 2021......................................    100       16        0         0          0          0
October 2022......................................    100       13        0         0          0          0
October 2023......................................    100       11        0         0          0          0
October 2024......................................    100       9         0         0          0          0
October 2025......................................    100       1         0         0          0          0
October 2026......................................    100       0         0         0          0          0
October 2027......................................    100       0         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years* (to Maturity).....   27.54     9.88      6.79      5.18       4.34       3.96
Weighted Average Life in Years** (to Call)........   27.53     9.24      6.31      4.81       4.03       3.70


____________
*     The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

**    The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-93





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-5 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         25
October 2011......................................    100       93        62        40         25         15
October 2012......................................    100       78        48        29         17         4
October 2013......................................    100       66        37        21         11         0
October 2014......................................    100       56        29        15         0          0
October 2015......................................    100       47        23        11         0          0
October 2016......................................    100       40        18        0          0          0
October 2017......................................    100       33        14        0          0          0
October 2018......................................    100       28        10        0          0          0
October 2019......................................    100       23        0         0          0          0
October 2020......................................    100       19        0         0          0          0
October 2021......................................    100       16        0         0          0          0
October 2022......................................    100       13        0         0          0          0
October 2023......................................    100       11        0         0          0          0
October 2024......................................    100       2         0         0          0          0
October 2025......................................    100       0         0         0          0          0
October 2026......................................    100       0         0         0          0          0
October 2027......................................    100       0         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years* (to Maturity).....   27.54     9.79      6.72      5.12       4.28       3.86
Weighted Average Life in Years** (to Call)........   27.53     9.24      6.31      4.80       4.02       3.65


____________
*     The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

**    The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-94





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-6 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         25
October 2011......................................    100       93        62        40         25         15
October 2012......................................    100       78        48        29         17         0
October 2013......................................    100       66        37        21         1          0
October 2014......................................    100       56        29        15         0          0
October 2015......................................    100       47        23        *          0          0
October 2016......................................    100       40        18        0          0          0
October 2017......................................    100       33        14        0          0          0
October 2018......................................    100       28        0         0          0          0
October 2019......................................    100       23        0         0          0          0
October 2020......................................    100       19        0         0          0          0
October 2021......................................    100       16        0         0          0          0
October 2022......................................    100       12        0         0          0          0
October 2023......................................    100       *         0         0          0          0
October 2024......................................    100       0         0         0          0          0
October 2025......................................    100       0         0         0          0          0
October 2026......................................    100       0         0         0          0          0
October 2027......................................    100       0         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years** (to Maturity)....   27.54     9.66      6.63      5.03       4.19       3.76
Weighted Average Life in Years*** (to Call).......   27.53     9.24      6.31      4.79       4.00       3.60


____________
*     Indicates a number that is greater than zero but less than 0.5%.

**    The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

***   The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-95





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-7 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         25
October 2011......................................    100       93        62        40         25         10
October 2012......................................    100       78        48        29         17         0
October 2013......................................    100       66        37        21         0          0
October 2014......................................    100       56        29        8          0          0
October 2015......................................    100       47        23        0          0          0
October 2016......................................    100       40        18        0          0          0
October 2017......................................    100       33        2         0          0          0
October 2018......................................    100       28        0         0          0          0
October 2019......................................    100       23        0         0          0          0
October 2020......................................    100       19        0         0          0          0
October 2021......................................    100       12        0         0          0          0
October 2022......................................    100       0         0         0          0          0
October 2023......................................    100       0         0         0          0          0
October 2024......................................    100       0         0         0          0          0
October 2025......................................    100       0         0         0          0          0
October 2026......................................    100       0         0         0          0          0
October 2027......................................    100       0         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years* (to Maturity).....   27.53     9.50      6.51      4.94       4.12       3.69
Weighted Average Life in Years** (to Call)........   27.53     9.24      6.31      4.79       4.00       3.58


____________
*     The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

**    The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-96





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-8 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         25
October 2011......................................    100       93        62        40         25         0
October 2012......................................    100       78        48        29         *          0
October 2013......................................    100       66        37        18         0          0
October 2014......................................    100       56        29        0          0          0
October 2015......................................    100       47        23        0          0          0
October 2016......................................    100       40        6         0          0          0
October 2017......................................    100       33        0         0          0          0
October 2018......................................    100       28        0         0          0          0
October 2019......................................    100       23        0         0          0          0
October 2020......................................    100       11        0         0          0          0
October 2021......................................    100       0         0         0          0          0
October 2022......................................    100       0         0         0          0          0
October 2023......................................    100       0         0         0          0          0
October 2024......................................    100       0         0         0          0          0
October 2025......................................    100       0         0         0          0          0
October 2026......................................    100       0         0         0          0          0
October 2027......................................    100       0         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years** (to Maturity)....   27.53     9.30      6.36      4.82       4.02       3.57
Weighted Average Life in Years*** (to Call).......   27.53     9.23      6.31      4.78       3.98       3.54


____________
*     Indicates a number that is greater than zero but less than 0.5%

**    The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

***   The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-97





                      PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING AT THE
                                FOLLOWING PERCENTAGES OF PREPAYMENT ASSUMPTION

                                                                       CLASS M-9 CERTIFICATES
                                                     ----------------------------------------------------------
HEP FOR FIXED-RATE MORTGAGE LOANS                    0.00%    10.00%    15.00%     20.00%     25.00%     30.00%
---------------------------------                    -----    ------    ------    -------    -------    -------
PPC FOR ADJUSTABLE-RATE MORTGAGE LOANS               0.00%    50.00%    75.00%    100.00%    125.00%    150.00%
--------------------------------------               -----    ------    ------    -------    -------    -------
DISTRIBUTION DATE
-----------------

Initial Percentage................................    100      100       100       100        100        100
October 2007......................................    100      100       100       100        100        100
October 2008......................................    100      100       100       100        100        100
October 2009......................................    100      100       100       100        100        100
October 2010......................................    100      100        79        56         38         13
October 2011......................................    100       93        62        40         12         0
October 2012......................................    100       78        48        23         0          0
October 2013......................................    100       66        37        0          0          0
October 2014......................................    100       56        25        0          0          0
October 2015......................................    100       47        5         0          0          0
October 2016......................................    100       40        0         0          0          0
October 2017......................................    100       33        0         0          0          0
October 2018......................................    100       20        0         0          0          0
October 2019......................................    100       6         0         0          0          0
October 2020......................................    100       0         0         0          0          0
October 2021......................................    100       0         0         0          0          0
October 2022......................................    100       0         0         0          0          0
October 2023......................................    100       0         0         0          0          0
October 2024......................................    100       0         0         0          0          0
October 2025......................................    100       0         0         0          0          0
October 2026......................................    100       0         0         0          0          0
October 2027......................................    100       0         0         0          0          0
October 2028......................................    100       0         0         0          0          0
October 2029......................................    100       0         0         0          0          0
October 2030......................................    97        0         0         0          0          0
October 2031......................................    86        0         0         0          0          0
October 2032......................................    74        0         0         0          0          0
October 2033......................................    61        0         0         0          0          0
October 2034......................................    47        0         0         0          0          0
October 2035......................................    31        0         0         0          0          0
October 2036......................................     0        0         0         0          0          0
Weighted Average Life in Years* (to Maturity).....   27.45     8.93      6.08      4.61       3.83       3.43
Weighted Average Life in Years** (to Call)........   27.45     8.93      6.08      4.61       3.83       3.43


____________
*     The weighted average life of an offered certificate is determined by (i)
      multiplying the net reduction, if any, of Certificate Principal Balance by
      the number of years from the date of issuance of the offered certificate
      to the related distribution date, (ii) adding the results, and (iii)
      dividing the sum by the aggregate of the net reductions of the Certificate
      Principal Balance described in (i) above.

**    The weighted average life is calculated as stated above and also assumes
      that an optional termination is exercised on the first possible optional
      termination date.

THIS TABLE HAS BEEN PREPARED BASED ON THE STRUCTURING ASSUMPTIONS, INCLUDING THE
ASSUMPTIONS REGARDING THE CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE LOANS
WHICH MAY DIFFER FROM THE ACTUAL CHARACTERISTICS AND PERFORMANCE OF THE MORTGAGE
LOANS. THIS TABLE SHOULD BE READ IN CONJUNCTION WITH THESE STRUCTURING
ASSUMPTIONS.


                                      S-98



                         POOLING AND SERVICING AGREEMENT

GENERAL

      The certificates will be issued pursuant to the pooling and servicing
agreement dated as of October 30, 2006, among the depositor, the master servicer
and the trustee. Reference is made to the accompanying prospectus for important
information in addition to that set forth in this prospectus supplement
regarding the terms and conditions of the pooling and servicing agreement and
the offered certificates. The trustee, or any of its affiliates, in its
individual or any other capacity, may become the owner or pledgee of
certificates with the same rights as it would have if it were not trustee. The
offered certificates will be transferable and exchangeable at the corporate
trust office of the trustee. The depositor will provide a prospective or actual
certificateholder, without charge, on written request, a copy, without exhibits,
of the pooling and servicing agreement. Requests should be addressed to the
President, Residential Asset Mortgage Products, Inc., 8400 Normandale Lake
Boulevard, Suite 250, Minneapolis, Minnesota 55437. In addition to the
circumstances described in the accompanying prospectus, the depositor may
terminate the trustee for cause under some circumstances. See "The
Agreements--The Trustee" in the accompanying prospectus.

CUSTODIAL ARRANGEMENTS

      The trustee will be directed to appoint Wells Fargo Bank, N.A. to serve as
custodian of the mortgage loans. The custodian is not an affiliate of the
depositor, the master servicer or the sponsor. No servicer will have custodial
responsibility for the mortgage notes. Residential Funding is required to
deliver only the notes (and, with respect to any mortgage loan that is not
registered with MERS, the assignment of mortgage) to the custodian. The mortgage
notes and the assignment of mortgages (and any other contents of a mortgage loan
file delivered to the custodian) may be maintained in vaults at the premises of
the sponsor or an affiliate of the sponsor. If these documents are maintained at
the premises of the sponsor or an affiliate, then only the custodian will have
access to the vaults, and a shelving and filing system will segregate the files
relating to the mortgage loans from other assets serviced by the sponsor.

THE MASTER SERVICER AND SUBSERVICERS

      Residential Funding, an affiliate of the depositor, will act as master
servicer for the certificates under the pooling and servicing agreement. For a
general description of Residential Funding and its activities, see "Residential
Funding Company, LLC" in the prospectus.

      Master Servicer. The master servicer, an affiliate of the depositor, will
be responsible for master servicing the mortgage loans. Master servicing
responsibilities include:

      o     receiving funds from subservicers;

      o     reconciling servicing activity with respect to the mortgage loans;

      o     calculating remittance amounts to certificateholders;

      o     sending remittances to the trustee for distributions to
            certificateholders;

      o     investor and tax reporting;

      o     coordinating loan repurchases;


                                      S-99



      o     oversight of all servicing activity, including subservicers;

      o     following up with subservicers with respect to mortgage loans that
            are delinquent or for which servicing decisions may need to be made;

      o     approval of loss mitigation strategies;

      o     management and liquidation of mortgaged properties acquired by
            foreclosure or deed in lieu of foreclosure; and

      o     providing certain notices and other responsibilities as detailed in
            the pooling and servicing agreement.

      The master servicer may, from time to time, outsource certain of its
master servicing functions, such as foreclosure management, although any such
outsourcing will not relieve the master servicer of any of its responsibilities
or liabilities under the pooling and servicing agreement.

For a general description of the master servicer and its activities, see
"Sponsor and Master Servicer" in this prospectus supplement. For a general
description of material terms relating to the master servicer's removal or
replacement, see "The Agreements--Events of Default; Rights Upon Event of
Default" in the accompanying prospectus.

      Subservicer Responsibilities. Subservicers are generally responsible for
the following duties:

      o     communicating with borrowers;

      o     sending monthly remittance statements to borrowers;

      o     collecting payments from borrowers;

      o     recommending a loss mitigation strategy for borrowers who have
            defaulted on their loans (i.e. repayment plan, modification,
            foreclosure, etc.);

      o     accurate and timely accounting, reporting and remittance of the
            principal and interest portions of monthly installment payments to
            the master servicer, together with any other sums paid by borrowers
            that are required to be remitted;

      o     accurate and timely accounting and administration of escrow and
            impound accounts, if applicable;

      o     accurate and timely reporting of negative amortization amounts, if
            any;

      o     paying escrows for borrowers, if applicable;

      o     calculating and reporting payoffs and liquidations;

      o     maintaining an individual file for each loan; and

      o     maintaining primary mortgage insurance commitments or certificates
            if required, and filing any primary mortgage insurance claims.


                                      S-100



      Homecomings Financial, LLC. Homecomings will subservice approximately
67.4% of the mortgage loans pursuant to the terms of a subservicing agreement
with the master servicer. The subservicing agreement provides that Homecomings
will provide all of the services described in the preceding paragraph.
Homecomings is a Delaware limited liability company and has been servicing
mortgage loans secured by first liens on one-to four-family residential
properties since 1996. Homecomings was incorporated as a wholly-owned subsidiary
of Residential Funding in 1995 to service and originate mortgage loans. In 1996,
Homecomings acquired American Custody Corporation to begin servicing subprime
mortgage loans, and in 1999 Homecomings acquired Capstead Inc. to focus on
servicing prime loans such as the mortgage loans described herein. After
Capstead Inc. was acquired, Homecomings total servicing portfolio was 164,000
loans with an aggregate principal balance of approximately $25 billion with 20%
being subprime. The three servicing locations were integrated onto one servicing
system/platform by the end of 2001 becoming one of the first servicing
operations to service all loan products on one servicing system. The operations
of each of the acquired companies have been integrated into Homecomings'
servicing operations. Approximately 85% of mortgage loans currently master
serviced by Residential Funding are subserviced by Homecomings. As of December
31, 2005, Homecomings serviced approximately 782,000 mortgage loans with an
aggregate principal balance of approximately $104 billion. In addition to
servicing mortgage loans secured by first liens on one-to-four family
residential properties, Homecomings services mortgage loans secured by more
junior second liens on residential properties, and mortgage loans made to
borrowers with imperfect credit histories, and subprime mortgage loans.
Homecomings also performs special servicing functions where the servicing
responsibilities with respect to delinquent mortgage loans that have been
serviced by third parties is transferred to Homecomings. Homecomings' servicing
activities have included the activities specified above under "--Subservicer
Responsibilities".

Homecomings may, from time to time, outsource certain of its subservicing
functions, such as contacting delinquent borrowers, property tax administration
and hazard insurance administration, although any such outsourcing will not
relieve Homecomings of any of its responsibilities or liabilities as a
subservicer. If Homecomings engages any subservicer to subservice 10% or more of
the mortgage loans, or any subservicer performs the types of services requiring
additional disclosures, the issuing entity will file a Report on Form 8-K
providing any required additional disclosure regarding such subservicer.

      See "The Agreements--Events of Default; Rights Upon Event of Default" and
"Description of the Securities--Servicing and Administration of the
Loans--Certain Other Matters Regarding Servicing" in the accompanying prospectus
for a discussion of material removal, replacement, resignation and transfer
provisions relating to the master servicer.

      The following tables set forth the aggregate principal amount of mortgage
loans serviced by Homecomings for the past five years and for the nine-month
period ended September 30, 2006. The percentages shown under "Percentage Change
from Prior Year" represent the ratio of (a) the difference between the current
and prior year volume over (b) the prior year volume.


                                      S-101





FIRST LIEN MORTGAGE LOANS

                                                      YEAR ENDED DECEMBER 31,
                                      --------------------------------------------------------
VOLUME BY AVERAGE OUTSTANDING
PRINCIPAL BALANCE                           2001                2002                2003
---------------------------------     ----------------    ----------------    ----------------

Prime Mortgages(1)                    $ 25,532,458,680    $ 27,343,774,000    $ 29,954,139,212

Non-Prime Mortgages(2)                $ 17,039,860,699    $ 27,384,763,000    $ 39,586,900,679
                                      ----------------    ----------------    ----------------

Total                                 $ 42,572,319,379    $ 54,728,537,000    $ 69,541,039,891
                                      ================    ================    ================

Prime Mortgages(1)                               59.97%              49.96%              43.07%

Non-Prime Mortgages(2)                           40.03%              50.04%              56.93%
                                      ----------------    ----------------    ----------------

Total                                           100.00%             100.00%             100.00%
                                      ================    ================    ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                               (6.30)%              7.09%               9.55%

Non-Prime Mortgages(2)                           56.49%              60.71%              44.56%
                                      ----------------    ----------------    ----------------

Total Based on Average
Outstanding Principal Balance                    11.62%              28.55%              27.07%
                                      ================    ================    ================


                                                                                 NINE-MONTHS
                                                                                    ENDED
                                             YEAR ENDED DECEMBER 31,            SEPTEMBER 30,
                                      ------------------------------------    -----------------
VOLUME BY AVERAGE OUTSTANDING
PRINCIPAL BALANCE                           2004                2005                2006
---------------------------------     ----------------    ----------------    -----------------

Prime Mortgages(1)                    $ 31,943,811,060    $ 44,570,851,126    $  62,280,580,024

Non-Prime Mortgages(2)                $ 44,918,413,591    $ 52,102,835,214    $  51,061,276,702
                                      ----------------    ----------------    -----------------

Total                                 $ 76,862,224,651    $ 96,673,686,340    $ 113,341,856,726
                                      ================    ================    =================

Prime Mortgages(1)                               41.56%              46.10%               54.95%

Non-Prime Mortgages(2)                           58.44%              53.90%               45.05%
                                      ----------------    ----------------    -----------------

Total                                           100.00%             100.00%              100.00%
                                      ================    ================    =================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                                6.64%              39.53%

Non-Prime Mortgages(2)                           13.47%              15.99%
                                      ----------------    ----------------

Total Based on Average
Outstanding Principal Balance                    10.53%              25.78%
                                      ================    ================




JUNIOR LIEN MORTGAGE LOANS

                                                      YEAR ENDED DECEMBER 31,
                                      --------------------------------------------------------
VOLUME BY AVERAGE OUTSTANDING
PRINCIPAL BALANCE                           2001                2002                2003
---------------------------------     ----------------    ----------------    ----------------

Prime Mortgages(1)                    $  8,024,136,313    $  7,627,424,000    $  7,402,626,296

Non-Prime Mortgages(2)                              --                  --                  --
                                      ----------------    ----------------    ----------------

Total                                 $  8,024,136,313    $  7,627,424,000    $  7,402,626,296
                                      ================    ================    ================

Prime Mortgages(1)                              100.00%             100.00%             100.00%

Non-Prime Mortgages(2)                            0.00%               0.00%               0.00%
                                      ----------------    ----------------    ----------------

Total                                           100.00%             100.00%             100.00%
                                      ================    ================    ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                                  NA               (4.94)%             (2.95)%

Non-Prime Mortgages(2)                              --                  --                  --
                                      ----------------    ----------------    ----------------

Total Based on Average
Outstanding Principal Balance                       NA               (4.94)%             (2.95)%
                                      ================    ================    ================


                                                                                 NINE-MONTHS
                                                                                    ENDED
                                             YEAR ENDED DECEMBER 31,            SEPTEMBER 30,
                                      ------------------------------------    -----------------
VOLUME BY AVERAGE OUTSTANDING
PRINCIPAL BALANCE                           2004                2005                2006
---------------------------------     ----------------    ----------------    -----------------

Prime Mortgages(1)                    $  7,569,300,685    $  7,442,264,087    $  10,773,578,512

Non-Prime Mortgages(2)                              --                  --
                                      ----------------    ----------------    -----------------

Total                                 $  7,569,300,685    $  7,442,264,087    $  10,773,578,512
                                      ================    ================    =================

Prime Mortgages(1)                              100.00%             100.00%              100.00%

Non-Prime Mortgages(2)                            0.00%               0.00%                0.00%
                                      ----------------    ----------------    -----------------

Total                                           100.00%             100.00%              100.00%
                                      ================    ================    =================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                                2.25%              (1.68)%

Non-Prime Mortgages(2)                              --                  --
                                      ----------------    ----------------

Total Based on Average
Outstanding Principal Balance                     2.25%              (1.68)%
                                      ================    ================



                                      S-102





FIRST LIEN MORTGAGE LOANS

                                                      YEAR ENDED DECEMBER 31,
                                      --------------------------------------------------------
VOLUME BY AVERAGE NUMBER OF LOANS           2001                2002                2003
---------------------------------     ----------------    ----------------    ----------------

Prime Mortgages(1)                             133,632             125,209             143,645

Non-Prime Mortgages(2)                         168,185             257,077             341,190
                                      ----------------    ----------------    ----------------

Total                                          301,817             382,286             484,835
                                      ================    ================    ================

Prime Mortgages(1)                               44.28%              32.75%              29.63%

Non-Prime Mortgages(2)                           55.72%              67.25%              70.37%
                                      ----------------    ----------------    ----------------

Total                                           100.00%             100.00%             100.00%
                                      ================    ================    ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                               (9.85)%             (6.30)%             14.72%

Non-Prime Mortgages(2)                           38.47%              52.85%              32.72%
                                      ----------------    ----------------    ----------------

Total Based on Average Number of
Loans                                            11.91%              26.66%              26.83%
                                      ================    ================    ================


                                                                                 NINE-MONTHS
                                                                                    ENDED
                                              YEAR ENDED DECEMBER 31,           SEPTEMBER 30,
                                      ------------------------------------    -----------------
VOLUME BY AVERAGE NUMBER OF LOANS           2004                2005                2006
---------------------------------     ----------------    ----------------    -----------------

Prime Mortgages(1)                             150,297             187,773              237,510

Non-Prime Mortgages(2)                         373,473             394,776              375,368
                                      ----------------    ----------------    -----------------

Total                                          523,770             582,549              612,878
                                      ================    ================    =================

Prime Mortgages(1)                               28.70%              32.23%               38.75%

Non-Prime Mortgages(2)                           71.30%              67.77%               61.25%
                                      ----------------    ----------------    -----------------

Total                                           100.00%             100.00%              100.00%
                                      ================    ================    =================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                                4.63%              24.93%

Non-Prime Mortgages(2)                            9.46%               5.70%
                                      ----------------    ----------------

Total Based on Average Number of
Loans                                             8.03%              11.22%
                                      ================    ================




JUNIOR LIEN MORTGAGE LOANS

                                                      YEAR ENDED DECEMBER 31,
                                      --------------------------------------------------------
VOLUME BY PERCENTAGE
OF AVERAGE NUMBER OF LOANS                  2001                2002                2003
---------------------------------     ----------------    ----------------    ----------------

Prime Mortgages(1)                             228,946             217,031             211,585

Non-Prime Mortgages(2)                              --                  --                  --
                                      ----------------    ----------------    ----------------

Total                                          228,946             217,031             211,585
                                      ================    ================    ================

Prime Mortgages(1)                              100.00%             100.00%             100.00%

Non-Prime Mortgages(2)                            0.00%               0.00%               0.00%
                                      ----------------    ----------------    ----------------

Total                                           100.00%             100.00%             100.00%
                                      ================    ================    ================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                                  NA               (5.20)%             (2.51)%

Non-Prime Mortgages(2)                              --                  --                  --
                                      ----------------    ----------------    ----------------

Total Based on Average Number of
Loans                                               NA               (5.20)%             (2.51)%
                                      ================    ================    ================


                                                                                 NINE-MONTHS
                                                                                    ENDED
                                              YEAR ENDED DECEMBER 31,           SEPTEMBER 30,
                                      ------------------------------------    -----------------
VOLUME BY PERCENTAGE
OF AVERAGE NUMBER OF LOANS                  2004                2005                2006
---------------------------------     ----------------    ----------------    -----------------

Prime Mortgages(1)                             210,778             199,600              259,206

Non-Prime Mortgages(2)                              --                  --                   --
                                      ----------------    ----------------    -----------------

Total                                          210,778             199,600              259,206
                                      ================    ================    =================

Prime Mortgages(1)                              100.00%             100.00%              100.00%

Non-Prime Mortgages(2)                            0.00%               0.00%                0.00%
                                      ----------------    ----------------    -----------------

Total                                           100.00%             100.00%              100.00%
                                      ================    ================    =================

PERCENTAGE CHANGE FROM PRIOR YEAR
               (3)
---------------------------------

Prime Mortgages(1)                               (0.38)%             (5.30)%

Non-Prime Mortgages(2)                              --                  --
                                      ----------------    ----------------

Total Based on Average Number of
Loans                                            (0.38)%             (5.30)%
                                      ================    ================


__________________________
(1)   Product originated under the Jumbo, Alt A, High Loan to Value First Lien
programs and Closed End Home Equity Loan and Home Equity Revolving Credit Line
Loan Junior Lien programs.

(2)   Product originated under the Subprime and Negotiated Conduit Asset
programs. Subprime Mortgage Loans secured by junior liens are included under
First Lien Mortgage Loans--Non-Prime Mortgages because these types of loans are
securitized together in the same mortgage pools.

(3)   Represents year to year growth or decline as a percentage of the prior
year's volume.


                                      S-103



      GMAC Mortgage Corporation. GMAC Mortgage Corporation, referred to in this
prospectus supplement as GMACM, will subservice approximately 17.3% of the
mortgage loans. GMACM, a Pennsylvania corporation, is expected to merge into a
Delaware limited liability company on or about October 25, 2006. GMACM is a
wholly-owned subsidiary of GMAC Residential Holding Corporation, which is a
wholly owned subsidiary of Residential Capital Corporation ("ResCap"). ResCap is
a wholly-owned subsidiary of GMAC Mortgage Group, Inc., which is a wholly-owned
subsidiary of GMAC LLC, referred to in this prospectus supplement as GMAC. GMAC
is a wholly-owned subsidiary of General Motors Corporation.

      GMAC entered the residential real estate finance business in 1985 through
its acquisition of Colonial Mortgage Service Company, which was formed in 1926,
and the loan administration, servicing operations and portfolio of Norwest
Mortgage, which entered the residential mortgage loan business in 1906. These
businesses formed the original basis of what is now GMACM.

      GMACM maintains its executive and principal offices at 100 Witmer Road,
Horsham, Pennsylvania 19044. Its telephone number is (215) 682-1000.

      In addition, GMACM purchases mortgage loans originated by GMAC Bank, which
is wholly-owned by ResCap and an affiliate of GMACM. All of the mortgage loans
that GMAC Bank originates are originated in accordance with GMACM's underwriting
standards described below. GMAC Bank is a federal savings bank and was formed in
2001.

      The diagram below illustrates the ownership structure among the parties
affiliated with GMACM.

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

                           General Motors Corporation

                        ---------------------------------
                                       |
                                       |
                        ---------------------------------

                                    GMAC LLC
                                     (GMAC)

                        ---------------------------------
                                       |
                                       |
                        ---------------------------------

                         Residential Capital Corporation
                                    (ResCap)

                        ---------------------------------
                                       |
                                       |
               ----------------------------------------------------
              |                                                    |
              |                                                    |
---------------------------                              ----------------------

 GMAC Mortgage Corporation                                     GMAC Bank
       (Subservicer)

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

      GMACM generally retains the servicing rights with respect to loans it
sells or securitizes, and also occasionally purchases mortgage servicing rights
from other servicers or acts as a subservicer of mortgage loans (and does not
hold the corresponding mortgage servicing right asset).

      As of June 30, 2006, GMACM acted as primary servicer and owned the
corresponding servicing rights on approximately 2,127,293 million of residential
mortgage loans having an aggregate unpaid


                                      S-104



principal balance of approximately $263 billion, and GMACM acted as subservicer
(and did not own the corresponding servicing rights) on approximately 287,640
loans having an aggregate unpaid principal balance of over $42.5 billion.

      The following tables set forth the mortgage loans serviced by GMACM for
the periods indicated, and the annual average number of such loans for the same
period. GMACM was the servicer of a residential mortgage loan portfolio of
approximately $150.4 billion, $12.5 billion, $21.2 billion and $6.67 billion
during the year ended December 31, 2002 backed by prime conforming mortgage
loans, prime non-conforming mortgage loans, government mortgage loans and
second-lien mortgage loans, respectively. GMACM was the servicer of a
residential mortgage loan portfolio of approximately $194.9 billion, $32.9
billion, $18.3 billion and $17.2 billion during the six months ended June 30,
2006 backed by prime conforming mortgage loans, prime non-conforming mortgage
loans, government mortgage loans and second-lien mortgage loans, respectively.
The percentages shown under "Percentage Change from Prior Year" represent the
ratio of (a) the difference between the current and prior year volume over (b)
the prior year volume.


                                      S-105





                             GMAC MORTGAGE CORPORATION PRIMARY SERVICING PORTFOLIO
                                                ($ IN MILLIONS)

                                        FOR THE 6
                                       MONTHS ENDED
                                         JUNE 30,                  FOR THE YEAR ENDED DECEMBER 31,
                                       ------------    --------------------------------------------------------
                                          2006            2005           2004           2003           2002
                                       ------------    -----------    -----------    -----------    -----------

Prime conforming mortgage loans
   No. of Loans....................       1,420,904      1,392,870      1,323,249      1,308,284      1,418,843
   Dollar Amount of Loans..........    $    194,872    $   186,364    $   165,521    $   153,601    $   150,421
   Percentage Change
        from Prior Year............

                                               4.57%         12.59%          7.76%          2.11%          N/A
Prime non-conforming mortgage loans
   No. of Loans                              69,793         69,488         53,119         34,041         36,225
   Dollar Amount of Loans              $     32,896    $    32,385    $    23,604    $    13,937    $    12,543
   Percentage Change
        from Prior Year............            1.58%         37.20%        69.36%          11.12%          N/A

Government mortgage loans
   No. of Loans                             179,721        181,679        191,844        191,023        230,085
   Dollar Amount of Loans              $     18,342    $    18,098    $    18,328    $    17,594    $    21,174
   Percentage Change
        from Prior Year............            1.35%         (1.25)%         4.17%        (16.91)%         N/A

Second-lien mortgage loans
   No. of Loans                             456,875        392,261        350,334        282,128        261,416
   Dollar Amount of Loans              $     17,226    $    13,034    $    10,374    $     7,023    $     6,666
   Percentage Change
        from Prior Year............           32.16%         25.64%         47.71%          5.36%          N/A

Total mortgage loans serviced
   No. of Loans                           2,127,293      2,036,298      1,918,546      1,815,476      1,946,569
   Dollar Amount of Loans              $    263,336    $   249,881    $   217,827    $   192,155    $   190,804
   Percentage Change
        from Prior Year............            5.38%         14.72%         13.36%          0.71%          N/A


      As servicer, GMACM collects and remits mortgage loan payments, responds to
borrower inquiries, accounts for principal and interest, holds custodial and
escrow funds for payment of property taxes and insurance premiums, counsels or
otherwise works with delinquent borrowers, supervises foreclosures and property
dispositions and generally administers the loans. GMACM sends monthly invoices
or annual coupon books to borrowers to prompt the collection of the outstanding
payments. Borrowers may elect for monthly payments to be deducted automatically
from bank accounts on the same day every month or may take advantage of on
demand ACH payments made over the internet or via phone. GMACM may, from time to
time, outsource certain of its servicing functions, such as contacting
delinquent borrowers, property tax administration and hazard insurance
administration, although any such outsourcing will not relieve GMACM of any of
its responsibilities or liabilities as a servicer.

      See "The Agreements--Events of Default; Rights Upon Event of Default" in
the accompanying prospectus for a discussion of material removal, replacement,
resignation and transfer provisions relating to the master servicer.


                                      S-106



SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

      The servicing fees for each mortgage loan are payable out of the interest
payments on that mortgage loan. The servicing fees relating to each mortgage
loan will be at least 0.30% per annum and not more than 1.80% per annum of the
outstanding principal balance of that mortgage loan, with a weighted average
servicing fee of approximately 0.3748% per annum. The servicing fees consist of
(a) servicing fees payable to the master servicer and (b) subservicing and other
related compensation payable to the subservicers, including such compensation
paid to the master servicer as the direct servicer of a mortgage loan for which
there is no subservicer.

      The primary compensation to be paid to the master servicer for its master
servicing activities will be its servicing fee equal to 0.05% per annum of the
outstanding principal balance of each mortgage loan. As described in the
accompanying prospectus, a subservicer is entitled to servicing compensation in
a minimum amount equal to 0.25% per annum of the outstanding principal balance
of each mortgage loan serviced by it. The master servicer is obligated to pay
some ongoing expenses associated with the trust and incurred by the master
servicer in connection with its responsibilities under the pooling and servicing
agreement. The master servicing fee rate may be changed if a successor master
servicer is appointed, but it will not exceed the rate currently paid to the
master servicer. See "Description of the Securities--Servicing and
Administration of Loans--Servicing Compensation and Payment of Expenses" in the
accompanying prospectus for information regarding other possible compensation to
the master servicer and subservicers and for information regarding expenses
payable by the master servicer.

      The following table sets forth the fees and expenses that are payable out
of payments on the mortgage loans, prior to payments of interest and principal
to the certificateholders:

      --------------------------------------------------------------------------
           DESCRIPTION                   AMOUNT                RECEIVING PARTY
      --------------------------------------------------------------------------
      Master Servicer Fee   0.05% per annum of the principal   Master Servicer
                            balance of each mortgage loan
      --------------------------------------------------------------------------
      Subservicer Fee       A range between 0.25% and 1.75%    Subservicers
                            per annum of the principal
                            balance of each mortgage loan
                            serviced by the Subservicer,
                            depending on the type of
                            mortgage loan
      --------------------------------------------------------------------------

In addition, the master servicer or the subservicer may recover from payments on
the mortgage loans or withdraw from the Custodial Account the amount of any
Advances and Servicing Advances previously made, interest and investment income,
foreclosure profits, indemnification payments payable under the pooling and
servicing agreement, and certain other servicing expenses, including foreclosure
expenses.

VOTING RIGHTS

      Some actions specified in the accompanying prospectus that may be taken by
holders of certificates evidencing a specified percentage of all undivided
interests in the trust may be taken by holders of certificates entitled in the
aggregate to such percentage of the voting rights. 98.00% of all voting rights
will be allocated among all holders of the Class A Certificates, Class M
Certificates and Class B Certificates, in proportion to their then outstanding
Certificate Principal Balances, 1.00% of all voting rights will be allocated
among the holders of the Class SB Certificates, and 0.50% and 0.50% of all
voting rights will be allocated to holders of the Class R-I and Class R-II
Certificates, respectively, in proportion to the percentage interests evidenced
by their certificates. The percentage interest of a Class


                                      S-107



A, Class M or Class B Certificate is equal to the percentage obtained by
dividing the initial Certificate Principal Balance of that certificate by the
aggregate initial Certificate Principal Balance of all of the certificates of
that class.

TERMINATION

      The circumstances under which the obligations created by the pooling and
servicing agreement will terminate in respect of the certificates are described
in "The Agreements--Termination; Retirement of Securities" in the accompanying
prospectus. The master servicer or its designee will have the option on any
distribution date when the aggregate Stated Principal Balance of the mortgage
loans after giving effect to any distributions to be made on that distribution
date is less than 10% of the initial aggregate principal balance of the final
mortgage pool as of the cut-off date, (i) to purchase all remaining mortgage
loans and other assets in the trust related thereto, thereby effecting early
retirement of the certificates, or (ii) to purchase in whole, but not in part,
the certificates. Any such purchase of the mortgage loans and other assets of
the trust related thereto, shall be made at a price equal to the sum of (a) 100%
of the unpaid principal balance of each mortgage loan, or, if less than such
unpaid principal balance, the fair market value of the related underlying
mortgaged properties with respect to the mortgage loans, as to which title to
such underlying mortgaged properties has been acquired, net of any unreimbursed
Advance attributable to principal as of the date of repurchase, (b) accrued
interest thereon at the mortgage rate to, but not including, the first day of
the month in which the repurchase price is distributed, (c) any Swap Termination
Payment payable to the swap counterparty from by the supplemental interest trust
trustee, on behalf of the supplement interest trust, then remaining unpaid or
which is due to the exercise of such option and (d) accrued and unpaid servicing
fees, unreimbursed advances and unreimbursed servicing advances, in each case
through the date of such optional termination. The optional termination price
paid by the master servicer or its designee will also include certain amounts
owed by Residential Funding as seller of the mortgage loans, under the terms of
the agreement pursuant to which Residential Funding sold the mortgage loans to
the depositor, that remain unpaid on the date of the optional termination.

      Distributions on the certificates in respect of any optional termination
related to the mortgage loans will be paid, first, payment of any accrued and
unpaid servicing fees and reimbursement for all unreimbursed advances and
servicing advances, in each case through the date of such optional termination,
to the master servicer, second, to the Class A Certificates on a pro rata basis,
the outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, third, to the Class M Certificates in their
order of payment priority, the outstanding Certificate Principal Balance
thereof, plus Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest, fourth,
to the Class B Certificates, the outstanding Certificate Principal Balance
thereof, plus Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest, fifth, to
the Class A Certificates, Class M Certificates and Class B Certificates, the
amount of any Prepayment Interest Shortfalls allocated thereto for such
distribution date or remaining unpaid from prior distribution dates and accrued
interest thereon at the applicable Pass-Through Rate, on a pro rata basis based
on Prepayment Interest Shortfalls allocated thereto for such distribution date
or remaining unpaid from prior distribution dates, sixth, to the swap
counterparty (without duplication of amounts payable to the swap counterparty)
any Swap Termination Payment payable to the swap counterparty then remaining
unpaid or which is due to the exercise of any optional termination and seventh,
to the Class SB Certificates. The proceeds of any such distribution may not be
sufficient to distribute the full amount to the certificates if the purchase
price is based in part on the fair market value of any underlying mortgaged
property and such fair market value is less than 100% of the unpaid principal
balance of the related mortgage loan.


                                      S-108



      Any such purchase of the certificates as discussed above, will be made at
a price equal to 100% of the Certificate Principal Balance of each class of
certificates plus one month's interest accrued thereon, at the applicable
Pass-Through Rate, including any unpaid Prepayment Interest Shortfalls and
accrued interest thereon, and any previously accrued and unpaid interest, but
not including any Relief Act Shortfall, or Basis Risk Shortfalls, as applicable,
or reimbursement of the principal portion of any Realized Losses previously
allocated thereto that remain unreimbursed. The optional termination price paid
by the master servicer or its designee will also include (i) certain amounts
owed by Residential Funding as seller of the mortgage loans, under the terms of
the agreement pursuant to which Residential Funding sold the mortgage loans to
the depositor, that remain unpaid on the date of the optional termination, and
(ii) any Swap Termination Payment payable to the swap counterparty then
remaining unpaid or which is due as a result of the exercise of such option.
Promptly upon the purchase of the certificates, the master servicer will retire
the REMICs in accordance with the terms of the pooling and servicing agreement.
Upon presentation and surrender of the certificates in connection with their
purchase, the holders of the offered certificates will receive an amount equal
to the Certificate Principal Balance of their class plus one month's interest at
the related Pass-Through Rate accrued thereon, plus any Prepayment Interest
Shortfalls and previously accrued and unpaid interest, but not including any
current Relief Act Shortfall or Basis Risk Shortfalls, as applicable, or
reimbursement of the principal portion of any Realized Losses previously
allocated thereto that remain unreimbursed.

TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE

      U.S. Bank National Association, or U.S. Bank, will act as trustee,
registrar and paying agent under the pooling and servicing agreement. U.S. Bank
will also act as supplemental interest trust trustee pursuant to direction
received by it under the pooling and servicing agreement. U.S. Bank is a
national banking association and a wholly-owned subsidiary of U.S. Bancorp,
which is currently ranked as the sixth largest bank holding company in the
United States with total assets exceeding $213 billion as of June 30, 2006. As
of June 30, 2006, U.S. Bancorp served approximately 13.5 million customers,
operated 2,434 branch offices in 24 states and had over 51,000 employees. A
network of specialized U.S. Bancorp offices across the nation, inside and
outside its 24-state footprint, provides a comprehensive line of banking,
brokerage, insurance, investment, mortgage, trust and payment services products
to consumers, businesses, governments and institutions.

      U.S. Bank's corporate trust business has offices in 45 U.S. cities. The
pooling and servicing agreement will be administered from U.S. Bank's corporate
trust office located at 60 Livingston Avenue, St. Paul, Minnesota 55107.

      U.S. Bank has provided corporate trust services since 1924. As of
September 29, 2006, U.S. Bank was acting as trustee with respect to 59,000
issuances of securities with an aggregate outstanding principal balance of over
$1.9 trillion. This portfolio includes corporate and municipal bonds,
mortgage-backed and asset-backed securities and collateralized debt obligations.

      On December 30, 2005, U.S. Bank purchased the corporate trust and
structured finance trust services businesses of Wachovia Corporation. On
September 5, 2006, U.S. Bank completed the bulk sale transfer and conversion of
these businesses and became successor fiduciary or agent, as applicable under
the client agreements.

      On September 29, 2006, U.S. Bank purchased the municipal and corporate
bond trustee business of SunTrust Banks, Inc. and became successor fiduciary or
agent, as applicable, under the client agreements.


                                      S-109



      As of June 30, 2006, U.S. Bank (and its affiliate U.S. Bank Trust National
Association) was acting as trustee, registrar and paying agent on 333 issuances
of sub-prime mortgage-backed securities with an outstanding aggregate principal
balance of approximately $89,160,300,000. The numbers in this paragraph do not
include the transactions where U.S. Bank acts as successor to Wachovia
Corporation or SunTrust Banks, Inc. as described above. Updated numbers
including such transactions should be available by fourth quarter 2006.

      Unless an event of default has occurred and is continuing under the
pooling and servicing agreement, the trustee will perform only such duties as
are specifically set forth in the pooling and servicing agreement. If an event
of default occurs and is continuing under the pooling and servicing agreement,
the trustee is required to exercise such of the rights and powers vested in it
by the pooling and servicing agreement, such as either acting as the master
servicer or appointing a successor master servicer, and use the same degree of
care and skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs. Subject
to certain qualifications and exceptions specified in the pooling and servicing
agreement, the trustee will be liable for its own negligent action, its own
negligent failure to act and its own willful misconduct for actions.

      The trustee's duties and responsibilities under the pooling and servicing
agreement include collecting funds from the master servicer to distribute to
certificateholders at the direction of the master servicer, providing
certificateholders and applicable rating agencies with monthly distribution
statements and notices of the occurrence of a default under the pooling and
servicing agreement, removing the master servicer as a result of any such
default at the direction of the holders of certificates evidencing not less than
51% of the aggregate voting rights of the issuing entity, appointing a successor
master servicer, and effecting any optional termination of the trust.

      The initial master servicer will pay to the trustee reasonable
compensation for its services and reimburse the trustee for all reasonable
expenses incurred or made by the trustee in accordance with any of the
provisions of the pooling and servicing agreement, except any such expense as
may arise from the trustee's negligence or bad faith. The master servicer has
also agreed to indemnify the trustee for any losses and expenses incurred
without negligence or willful misconduct on the trustee's part arising out of
the acceptance and administration of the trust.

      The trustee may resign at any time, in which event the depositor will be
obligated to appoint a successor trustee. The depositor may also remove the
trustee if the trustee ceases to be eligible to continue as trustee under the
pooling and servicing agreement or if the trustee becomes insolvent. Upon
becoming aware of those circumstances, the depositor will be obligated to
appoint a successor trustee. The trustee may also be removed at any time by the
holders of certificates evidencing not less than 51% of the aggregate voting
rights in the related trust. Any resignation or removal of the trustee and
appointment of a successor trustee will not become effective until acceptance of
the appointment by the successor trustee.

      Any costs associated with removing and replacing a trustee will be paid by
the master servicer.

                                LEGAL PROCEEDINGS

      There are no material pending legal or other proceedings involving the
mortgage loans or Residential Funding, as sponsor and master servicer,
Residential Asset Mortgage Products, Inc. as depositor, RAMP Series 2006-RS6
Trust as the issuing entity, Homecomings and GMACM, as subservicers, or other
parties described in Item 1117 of Regulation AB that, individually or in the
aggregate, would have a material adverse impact on investors in these
certificates.


                                      S-110



      Residential Funding and Homecomings are currently parties to various legal
proceedings arising from time to time in the ordinary course of their
businesses, some of which purport to be class actions. Based on information
currently available, it is the opinion of Residential Funding and Homecomings
that the eventual outcome of any currently pending legal proceeding,
individually or in the aggregate, will not have a material adverse effect on
their ability to perform their obligations in relation to the mortgage loans. No
assurance, however, can be given that the final outcome of these legal
proceedings, if unfavorable, either individually or in the aggregate, would not
have a material adverse impact on Residential Funding or Homecomings. Any such
unfavorable outcome could adversely affect the ability of Residential Funding or
Homecomings to perform its servicing duties with respect to the mortgage loans
and potentially lead to the replacement of Residential Funding or Homecomings
with a successor servicer.

                             METHOD OF DISTRIBUTION

      Subject to the terms and conditions set forth in an underwriting
agreement, dated October 23, 2006, Deutsche Bank Securities Inc. has agreed to
purchase and the depositor has agreed to sell 100% of the Certificate Principal
Balance of the Class A Certificates and the Class M Certificates. It is expected
that delivery of the offered certificates will be made only in book-entry form
through the Same Day Funds Settlement System of DTC, Clearstream and Euroclear
on or about October 30, 2006, against payment therefor in immediately available
funds.

      The underwriting agreement provides that the obligation of the underwriter
to pay for and accept delivery of the offered certificates is subject to, among
other things, the receipt of legal opinions and to the conditions, among others,
that no stop order suspending the effectiveness of the depositor's registration
statement shall be in effect, and that no proceedings for such purpose shall be
pending before or threatened by the Securities and Exchange Commission.

      The distribution of the offered certificates by the underwriter may be
effected from time to time in one or more negotiated transactions, or otherwise,
at varying prices to be determined at the time of sale. Proceeds to the
depositor from the sale of the offered certificates, before deducting expenses
payable by the depositor, will be approximately ___% of the aggregate
Certificate Principal Balance of the offered certificates. The underwriter may
effect these transactions by selling the offered certificates to or through
dealers, and these dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the underwriter for whom they act as
agent. In connection with the sale of the offered certificates, the underwriter
may be deemed to have received compensation from the depositor in the form of
underwriting compensation. The underwriter and any dealers that participate with
the underwriter in the distribution of the offered certificates are also
underwriters under the Securities Act of 1933, as amended. Any profit on the
resale of the offered certificates positioned by the underwriter would be
underwriter compensation in the form of underwriting discounts and commissions
under the Securities Act of 1933, as amended.

      The underwriting agreement provides that the depositor will indemnify the
underwriter, and that under limited circumstances the underwriter will indemnify
the depositor, against some civil liabilities under the Securities Act of 1933,
as amended, or contribute to payments required to be made in respect thereof.

      There can be no assurance that a secondary market for the offered
certificates will develop or, if it does develop, that it will continue. The
offered certificates will not be listed on any securities exchange. The primary
source of information available to investors concerning the offered certificates
will be the monthly statements discussed in the accompanying prospectus under
"Description of the Securities--Reports to Securityholders," which will include
information as to the outstanding principal balance of the


                                      S-111



offered certificates. There can be no assurance that any additional information
regarding the offered certificates will be available through any other source.
In addition, the depositor is not aware of any source through which price
information about the offered certificates will be generally available on an
ongoing basis. The limited nature of information regarding the offered
certificates may adversely affect the liquidity of the offered certificates,
even if a secondary market for the offered certificates becomes available.

      Deutsche Bank Securities Inc. is an affiliate of Deutsche Bank AG, New
York Branch, the swap counterparty.

                                 USE OF PROCEEDS

      The net proceeds from the sale of the offered certificates to the
underwriter will be paid to the depositor. The depositor will use the proceeds
to purchase the mortgage loans or for general corporate purposes.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

      The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of the
certificates offered under this prospectus supplement and the accompanying
prospectus. This discussion has been prepared with the advice of Mayer, Brown,
Rowe & Maw LLP as counsel to the depositor.

      Upon issuance of the certificates, Mayer, Brown, Rowe & Maw LLP, counsel
to the depositor, will deliver its opinion generally to the effect that,
assuming compliance with all provisions of the pooling and servicing agreement
and other governing documents, for federal income tax purposes, certain
segregated assets comprising the trust, exclusive of the supplemental interest
trust account and the swap agreement, will qualify as two REMICs under the
Internal Revenue Code, which shall be referred to in this prospectus supplement
as REMIC I and REMIC II.

      For federal income tax purposes:

      o   the Class R-I Certificates will constitute the sole class of "residual
          interests" in REMIC I;

      o   the Class R-II Certificates will constitute the sole class of
          "residual interests" in REMIC II; and

      o   each class of offered certificates will represent ownership of
          "regular interests" in REMIC II which will generally be treated as
          debt instruments of REMIC II and will also represent the right to
          receive payments in respect of Basis Risk Shortfall Carry-Forward
          Amounts, which will not be an entitlement from any REMIC.

      See "Material Federal Income Tax Consequences--Classification of REMICs"
in the accompanying prospectus.

      For federal income tax purposes, the REMIC regular interest component of
an offered certificate, referred to in this prospectus supplement as a Regular
Certificate, may be treated as issued with original issue discount, including as
a result of the portion of the overall purchase price of the Regular Certificate
that is attributable to its REMIC regular interest component. The prepayment
assumption that will be used in determining the rate of accrual of original
issue discount, market discount and premium, if any, for federal income tax
purposes will be based on the assumption that subsequent to the date of any


                                      S-112



determination the mortgage loans will prepay at a rate equal to 20% HEP for
fixed rate mortgage loans and 100% PPC for adjustable rate mortgage loans. No
representation is made that the mortgage loans will prepay at those rates or at
any other rate. See "Material Federal Income Tax Consequences--Taxation of
Owners of REMIC Regular Certificates" in the accompanying prospectus.

      The holders of the offered certificates will be required to include in
income interest on their certificates in accordance with the accrual method of
accounting.

      The IRS has issued the OID Regulations under sections 1271 to 1275 of the
Code generally addressing the treatment of debt instruments issued with original
issue discount. Purchasers of the offered certificates should be aware that
Section 1272(a)(6) of the Code and the OID Regulations do not adequately address
some issues relevant to, or applicable to, prepayable securities bearing an
adjustable-rate of interest such as the offered certificates. In the absence of
other authority, the master servicer intends to be guided by certain principles
of the OID Regulations applicable to adjustable-rate debt instruments in
determining whether such Certificates should be treated as issued with original
issue discount and in adapting the provisions of Section 1272(a)(6) of the Code
to such Certificates for the purpose of preparing reports furnished to
certificateholders and the IRS. Because of the uncertainties concerning the
application of Section 1272(a)(6) of the Code to such certificates and because
the rules relating to debt instruments having an adjustable rate of interest are
limited in their application in ways that could preclude their application to
such certificates even in the absence of Section 1272(a)(6) of the Code, the IRS
could assert that the offered certificates should be governed by some other
method not yet set forth in regulations or should be treated as having been
issued with original issue discount. Prospective purchasers of the offered
certificates are encouraged to consult their tax advisors concerning the tax
treatment of such Certificates.

CHARACTERIZATION OF THE OFFERED CERTIFICATES

      For federal income tax purposes, a beneficial owner of an offered
certificate will be treated as holding an undivided REMIC regular interest
corresponding to that certificate. In addition, the trustee will treat the
beneficial owner of a Regular Certificate as having entered into a limited
recourse notional principal contract. The REMIC regular interest component
corresponding to each Regular Certificate will be entitled to receive interest
and principal payments at the times and in the amounts equal to those made on
the certificate to which it corresponds, except that (i) the maximum interest
rate of each Regular Certificate for each distribution date will be equal to the
weighted average of the net mortgage rates of the mortgage loans at the
beginning of the related due period, minus a per annum rate equal to (x) the net
swap payment, if any, which would be payable to the swap counterparty pursuant
to the swap agreement on such distribution date, assuming for this purpose that
the notional balance of the swap agreement is not greater than the aggregate
stated principal balance of the mortgage loans at the beginning of the related
due period, multiplied by 360 over the actual number of days in the related swap
accrual period, divided by (y) the aggregate stated principal balance of the
mortgage loans at the beginning of the related due period, and (ii) any Swap
Termination Payment will be treated as being payable solely from Excess Cash
Flow. As a result of the foregoing, the amount of distributions on the REMIC
regular interest component corresponding to a Regular Certificate may differ
from the actual amount of distributions on the Regular Certificate.

      Any amount payable on a Regular Certificate in excess of the amount
payable on the corresponding REMIC regular interest will be deemed to have been
paid to the holder of that Regular Certificate pursuant to the notional
principal contract component corresponding to the Regular Certificate.
Alternatively, any amount payable on the REMIC regular interest corresponding to
a Regular Certificate in excess of the amount payable on the Regular Certificate
will be treated as having been received by the holder of that Regular
Certificate and then as having been paid by such holder pursuant to the notional


                                      S-113



principal contract. Consequently, each beneficial owner of a Regular Certificate
will be required to report income accruing with respect to the REMIC regular
interest component as discussed under "Material Federal Income Tax
Consequences--Taxation of Owners of REMIC Regular Securities" in the
accompanying prospectus. In addition, each beneficial owner of a Regular
Certificate will be required to report net income with respect to its notional
principal contract component and will be permitted to recognize a net deduction
with respect to the Notional Principal Contract component, subject to the
discussion under "--The Notional Principal Contract Component" below.

      It is possible that the right to receive payments in respect of the
notional principal contract component of the Regular Certificates could be
treated as a partnership among the holders of the Regular Certificates and the
Class SB Certificates, in which case holders of such certificates potentially
would be subject to different timing rules with respect to income inclusions and
deductions, and a foreign holder of a Regular Certificate could be subject to
withholding in respect of payments received in respect of its notional principal
contract component. Holders of Regular Certificates are advised to consult their
own tax advisors regarding the allocation of issue price, timing, character and
source of income and deductions resulting from the ownership of the Regular
Certificates and the consequences to them in light of their own particular
circumstances.

ALLOCATION

      A beneficial owner of such a Regular Certificate must allocate its
purchase price for the certificate between its two components--the REMIC regular
interest component and the notional principal contract component--in accordance
with the relative fair market value of each property right. Each notional
principal contract component is difficult to value, and the IRS could assert
that the value of a notional principal contract component as of the closing date
is greater than the value used for information reporting purposes. Prospective
investors should consider the tax consequences to them if the IRS were to assert
a different value for the notional principal contract component. For information
reporting purposes the trustee will assume the notional principal contract
component of each Regular Certificate will have de minimis value.

THE NOTIONAL PRINCIPAL CONTRACT COMPONENT

      The trustee will treat payments made in respect of the notional principal
contract component as income or expense or loss, as the case may be, based on
Treasury regulations relating to notional principal contracts, referred to in
this prospectus supplement as the notional principal contract regulations.
Holders of Regular Certificates are advised to consult their own tax advisors
regarding the allocation of issue price, timing, character and source of income
and deductions resulting from the ownership of the notional principal contract
component. The balance of this discussion assumes that the notional principal
contract component will be treated as a notional principal contract for federal
income tax purposes.

      The portion of the overall purchase price of a Regular Certificate
attributable to the notional principal contract component must be amortized over
the life of such certificate, taking into account the declining balance of the
related REMIC regular interest component. The notional principal contract
regulations provide alternative methods for amortizing the purchase price of a
notional principal contract. Prospective investors are urged to consult their
tax advisors concerning the methods that can be employed to amortize the portion
of the purchase price paid for the notional principal contract component of a
Regular Certificate.

      Any payments made to a beneficial owner of a Regular Certificate in excess
of the amounts payable on the corresponding REMIC regular interest will be
treated as having been received on such certificate pursuant to the notional
principal contract, and such excess will be treated as a periodic


                                      S-114



payment on a notional principal contract. To the extent the sum of such periodic
payments for any year exceeds that year's amortized cost of the notional
principal contract component, such excess represents net income for that year.
Conversely, to the extent that the amount of that year's amortized cost exceeds
the sum of the periodic payments, such excess shall represent a net deduction
for that year. In addition, any amounts payable on a REMIC regular interest
component in excess of the amount payable on the Regular Certificate to which it
relates will be treated as having been received by the beneficial owner of such
Certificate and then paid by such owner pursuant to the notional principal
contract component of the Regular Certificate. Any such excess amount deemed
paid should be treated as a payment on a notional principal contract that is
made by the beneficial owner during the applicable taxable year and taken into
account in determining the beneficial owner's net income or net deduction with
respect to the notional principal contract for such taxable year. Although not
clear, net income or a net deduction with respect to the notional principal
contract should be treated as ordinary income or as an ordinary deduction.

      A beneficial owner's ability to recognize a net deduction with respect to
the notional principal contract component may be limited under Sections 67
and/or 68 of the Code in the case of (1) estates and trusts and (2) individuals
owning an interest in such component directly or through a "pass-through entity"
(other than in connection with such individual's trade or business).
Pass-through entities include partnerships, S corporations, grantor trusts and
non-publicly offered regulated investment companies, but do not include estates,
non-grantor trusts, cooperatives, real estate investment trusts and certain
regulated investment companies. Further, such a beneficial owner will not be
able to recognize a net deduction with respect to the notional principal
contract component in computing the beneficial owner's alternative minimum tax
liability.

      Because a beneficial owner of a Regular Certificate will be required to
include in income the amount deemed to have been paid by such owner pursuant to
the notional principal contract but may not be able to deduct that amount from
income, a beneficial owner of a Regular Certificate may have income that exceeds
cash distributions on the Regular Certificate in any period and over the term of
the Regular Certificate. As a result, the Regular Certificates may not be a
suitable investment for any taxpayer whose net deduction with respect to the
notional principal contract would be subject to the limitations described above.

SALE OR EXCHANGE OF OFFERED CERTIFICATES

      Upon the sale, exchange or other disposition of a Regular Certificate, the
beneficial owner of the certificate must allocate the amount realized between
the components of the certificate based on the relative fair market values of
those components at the time of sale and must treat the sale, exchange or other
disposition as a sale, exchange or disposition of the REMIC regular interest
component and the notional principal contract component. Assuming that the
Regular Certificate is held as a "capital asset" within the meaning of Section
1221 of the Code, gain or loss on the disposition of an interest in the notional
principal contract component should be capital gain or loss, and gain or loss on
disposition of the REMIC regular interest component should generally, subject to
the limitations described in the accompanying prospectus, be capital gain or
loss.

STATUS OF THE OFFERED CERTIFICATES

      The REMIC regular interest component of each Regular Certificate will be
treated as assets described in Section 7701(a)(19)(C) of the Code, and as "real
estate assets" under Section 856(c)(5)(B) of the Code, generally, in the same
proportion that the assets of the trust, exclusive of the assets not included in
any REMIC, would be so treated. In addition, the interest derived from the REMIC
regular interest component of each Regular Certificate will constitute interest
on obligations secured by interests in real property for purposes of section
856(c)(3) of the Code, subject to the same limitation as in the preceding


                                      S-115



sentence. The notional principal contract component of each Regular Certificate
will not qualify, however, as an asset described in Section 7701(a)(19)(C) of
the Code, as a real estate asset under Section 856(c)(5)(B) of the Code or as a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. As a
result, the Regular Certificates generally will not be a suitable investment for
a REMIC.

      For further information regarding federal income tax consequences of
investing in the offered certificates, see "Material Federal Income Tax
Consequences--Taxation of Owners of REMIC Regular Securities" in the
accompanying prospectus.

                        STATE AND OTHER TAX CONSEQUENCES

      In addition to the federal income tax consequences described in "Material
Federal Income Tax Consequences," potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of the
certificates offered by this prospectus supplement and the accompanying
prospectus. State tax law may differ substantially from the corresponding
federal tax law, and the discussion above does not purport to describe any
aspect of the tax laws of any state or other jurisdiction. Therefore,
prospective investors are encouraged to consult their tax advisors about the
various tax consequences of investments in the certificates offered by this
prospectus supplement and the accompanying prospectus.

                              ERISA CONSIDERATIONS

      Any fiduciary that proposes to cause an employee benefit plan or other
retirement arrangement that is subject to Title I of ERISA and/or to Section
4975 of the Code (a "Plan") to acquire any of the offered certificates should
consult with its counsel about the potential consequences under ERISA and/or the
Code of the Plan's acquisition and ownership of those certificates. See "ERISA
Considerations" in the prospectus. Section 406 of ERISA and Section 4975 of the
Code prohibit "parties in interest" (as defined in Section 3(14) of ERISA and
"disqualified persons" (as defined in Section 4975(e)(2) of the Code) with
respect to a Plan from engaging in specific transactions involving that Plan and
its assets unless a statutory, regulatory or administrative exemption applies to
the transaction. Section 4975 of the Code imposes various excise taxes on
prohibited transactions involving Plans and other arrangements (including, but
not limited to, individual retirement accounts) described under that Section.
ERISA authorizes the imposition of civil penalties for prohibited transactions
involving Plans not subject to the requirements of Section 4975 of the Code.

      Some employee benefit plans, including governmental plans and some church
plans, are not subject to ERISA's requirements. Accordingly, assets of those
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, state and local law.
However, any of these plans that are qualified and exempt from taxation under
Sections 401(a) and 501(a) of the Code may be subject to the prohibited
transaction rules described in Section 503 of the Code.

      Except as noted above, investments by Plans (excluding plans or other
retirement arrangements that are subject only to Section 4975 of the Code) are
subject to ERISA's general fiduciary requirements, including the requirement of
investment prudence and diversification and the requirement that a Plan's
investments be made in accordance with the documents governing the Plan. A
fiduciary that decides to invest the assets of a Plan in the offered
certificates should consider, among other factors, the extreme sensitivity of
the investment to the rate of principal payments, including prepayments, on the
mortgage loans.


                                      S-116



      The U.S. Department of Labor ("DOL") has granted to RFC an individual
administrative exemption (the "Issuer Exemption") from some of the prohibited
transaction rules of ERISA and the related excise tax provisions of Section 4975
of the Code for the initial purchase, the holding and the subsequent resale by
Plans of securities, including certificates, issued by asset backed entities,
including trusts, that consist of particular receivables, loans and other
obligations that meet the conditions and requirements of the Issuer Exemption.
Assuming that the general conditions of the Issuer Exemption are met, the Issuer
Exemption applies to certificates that qualify for the Issuer Exemption and that
represent interests in a trust consisting of mortgage loans like the mortgage
loans in the trust. For a general description of the Issuer Exemption, and the
conditions that must be satisfied for the Issuer Exemption to apply, see "ERISA
Considerations" in the prospectus.

      Any class of certificates rated at least BBB- (or its equivalent) by at
least one of Standard & Poor's, Fitch or Moody's ("Exemption Eligible
Certificates") at the time of acquisition may be eligible for relief under the
Issuer Exemption, considering those certificates without the rights to receive
payments with respect to the swap agreement. Any person purchasing an Exemption
Eligible Certificate and the right to receive payments with respect to the swap
agreement will have acquired, for purposes of ERISA, (i) the Exemption Eligible
Certificate without the right to receive related payments from the supplemental
interest trust, and (ii) the right to receive those payments from the
supplemental interest trust. The Issuer exemption may not apply to the
acquisition, holding or resale of the right to receive payments with respect to
the swap agreement from the supplemental interest trust. Accordingly, the
acquisition of the right to receive payments from the supplemental interest
trust by a Plan could result in a prohibited transaction unless another
administrative exemption to ERISA's prohibited transaction rules is applicable.
One or more alternative exemptions issued by the DOL ("Investor-Based
Exemptions") may be available with respect to the initial purchase, holding and
resale of the right to receive payments from the supplemental interest trust,
including, but not limited to:

  o   Prohibited Transaction Class Exemption ("PTCE") 84-14, regarding
      transactions negotiated y independent "qualified professional asset
      managers";

  o   PTCE 90-1, regarding investments by insurance company pooled separate
      accounts;

  o   PTCE 91-38, regarding investments by bank collective investment funds;

  o   PTCE 95-60, regarding investments by insurance company general accounts;
      or

  o   PTCE 96-23, regarding transactions negotiated by certain in-house asset
      managers.

      In addition to the Investor-Based Exemptions listed above, Section
408(b)(17) of ERISA provides a statutory exemption for certain prohibited
transactions between a Plan and a person or an entity that is a party in
interest to such Plan (other than a party in interest that is a fiduciary, or
its affiliate, that has or exercises discretionary authority or control or
renders investment advice with respect to the assets of the Plan involved in the
transaction) solely by reason of providing services to the Plan, but only if the
Plan pays no more, or receives no less, than adequate consideration (the
"Service Provider Exemption").

      The Investor-Based Exemptions and the Service Provider Exemption may not
provide exemptive relief for all transactions for which exemptive relief is
provided by the Issuer Exemption.

      Each beneficial owner of an Exemption Eligible Certificate or any interest
therein shall be deemed to have represented, by virtue of its acquisition or
holding of that certificate or interest therein, that as of any date prior to
the termination of the swap agreement, its acquisition of the Exemption Eligible
Certificate and the right to receive (and its receipt of) payments from the
supplemental interest


                                      S-117



trust are eligible for the exemptive relief available under the Service Provider
Exemption, at least one Investor-Based Exemption or other applicable exemption.
A Plan fiduciary should also consider its general fiduciary obligations under
ERISA in determining whether to purchase any Exemption Eligible Certificate on
behalf of a Plan in reliance upon the Issuer Exemption, the Service Provider
Exemption, any Investor-Based Exemption or other applicable exemption.

      Investors in the Exemption Eligible Certificates are urged to obtain from
a transferee of those certificates a certification of the transferee's
eligibility to purchase the certificates in the form of the representation
letter attached as Annex I-B to this prospectus supplement.

      The rating of a security may change. If a class of certificates, such as
the offered certificates, is no longer rated at least BBB- (or its equivalent)
by at least one of Standard & Poor's, Fitch or Moody's, certificates of that
class will no longer be eligible for relief under the Issuer Exemption (although
a Plan that had purchased a subordinate offered certificate when it had an
investment grade rating by at least one of Standard & Poor's, Fitch or Moody's
would not be required by the Issuer Exemption to dispose of it). Consequently,
transfers of any subordinate offered certificate rated below investment grade
("ERISA Restricted Offered Certificates") will not be registered by the Trustee
unless the trustee or the supplemental interest trust trustee receives the
following:

  o   a representation from the transferee of the ERISA Restricted Offered
      Certificates, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that that transferee is neither a Plan nor a person
      acting on behalf of, or using the assets of, any such Plan or arrangement
      to effect the transfer;

  o   if the purchaser is an insurance company, a representation that the
      purchaser is an insurance company which is purchasing the ERISA Restricted
      Offered Certificates with funds contained in an "insurance company general
      account," as that term is defined in Section V(e) of PTCE 95-60, and that
      the purchase and holding of the subordinate offered certificates are
      eligible for exemptive relief under Sections I and III of PTCE 95-60; or

  o   an opinion of counsel satisfactory to the Trustee, which opinion of
      counsel will not be at the expense of the Trustee, that the purchase or
      holding of the ERISA Restricted Offered Certificates by a Plan, any person
      acting on behalf of a Plan or using a Plan's assets, is permissible under
      applicable law, will not result in any non-exempt prohibited transactions
      under Section 406 of ERISA and/or Section 4975 of the Code and will not
      subject the Depositor, the Trustee, the Servicer, or any subservicer or
      back-up servicer to any obligation in addition to those undertaken in the
      Pooling and Servicing Agreement.

      In the event that the representation is violated, or any attempt to
transfer to a Plan or person acting on behalf of a Plan or using a Plan's assets
is attempted without the opinion of counsel, the attempted transfer or
acquisition shall be void and of no effect.

      Investors in the ERISA Restricted Offered Certificates are urged to obtain
from a transferee of those certificates a certification of the transferee's
eligibility to purchase the certificates in the form of the representation
letter attached as Annex I-A to this prospectus supplement.

      The Issuer Exemption imposes certain specific conditions for exemption
from the application of Section 406(a), 406(b) and 407(a) of ERISA and the taxes
imposed by Section 4975(a) and (b) of the Code. These conditions reflect certain
limitations on the exemptive relief provided for (i) the sale or transfer of
certificates in the initial issuance of certificates between the depositor or
underwriter and a Plan when a fiduciary of the Plan is a mortgagor with respect
to 5% or less of the fair market value of a


                                      S-118



trust or an affiliate of such a person, (ii) the direct or indirect acquisition
or disposition of certificates in the secondary market by a Plan, and (iii) the
holding of certificates by a Plan. These conditions also reflect certain
limitations on the exemptive relief provided for transactions under the pooling
and servicing agreement associated with the issued certificates and the
defeasance and substitution of mortgage obligations in commercial
mortgage-backed transactions. See "ERISA Considerations" in the prospectus. The
depositor expects that the foregoing specific conditions (if applicable) should
be satisfied with respect to the Exemption Eligible Certificates, so that the
Issuer Exemption should provide an exemption from the application of the
prohibited transaction provisions of Sections 406(a) and (b) of ERISA and
Section 4975(c) of the Code for transactions in connection with the servicing,
management and operation of the mortgage pools, provided that the general
conditions of the Issuer Exemption are satisfied.

      Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA and Section 4975 of the Code, the applicability
of the Issuer Exemption and the potential consequences in their specific
circumstances, prior to making an investment in the offered certificates.
Moreover, each Plan fiduciary should determine whether under the general
fiduciary standards of investment prudence and diversification, an investment in
the offered certificates is appropriate for the Plan, taking into account the
overall investment policy of the Plan and the composition of the Plan's
investment portfolio.

      The sale of any of the offered certificates to a Plan is in no respect a
representation by the depositor or the underwriters that such an investment
meets all relevant legal requirements relating to investments by Plans generally
or any particular Plan, or that such an investment is appropriate for Plans
generally or any particular Plan.

                                LEGAL INVESTMENT

      The offered certificates will not constitute "mortgage related securities"
for purposes of SMMEA. The depositor makes no representations as to the proper
characterization of any class of the offered certificates for legal investment
or other purposes, or as to the ability of particular investors to purchase any
class of the offered certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the liquidity of any
class of offered certificates. Accordingly, all institutions whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult with
their legal advisors in determining whether and to what extent any class of the
offered certificates constitutes a legal investment or is subject to investment,
capital or other restrictions.

      One or more classes of the offered certificates may be viewed as "complex
securities" under TB 73a and TB13a, which apply to thrift institutions regulated
by the OTS. See "Legal Investment Matters" in the accompanying prospectus.

                                  LEGAL MATTERS

      Legal matters concerning the offered certificates will be passed upon for
the depositor by Mayer, Brown, Rowe & Maw LLP, New York, New York and for
Deutsche Bank Securities Inc. by Sidley Austin LLP, New York, New York.


                                      S-119



                                     RATINGS

      It is a condition of the issuance of the offered certificates that they be
rated as indicated on page S-6 of this prospectus supplement by Moody's
Investors Service, Inc., or Moody's, and Standard & Poor's, a division of The
McGraw Hill Companies, Inc., or Standard & Poor's.

      The ratings assigned by Moody's to the offered certificates address the
likelihood of the receipt by the offered certificateholders of all distributions
to which they are entitled under the pooling and servicing agreement. Moody's
ratings reflect its analysis of the riskiness of the mortgage loans and the
structure of the transaction as described in the pooling and servicing
agreement. Moody's ratings do not address the effect on the offered
certificates' yield attributable to prepayments on the mortgage loans.

      Standard & Poor's ratings on mortgage pass-through certificates address
the likelihood of the receipt by certificateholders of payments required under
the pooling and servicing agreement. Standard & Poor's ratings take into
consideration the credit quality of the mortgage pool, structural and legal
aspects associated with the certificates, and the extent to which the payment
stream in the mortgage pool is adequate to make payments required under the
certificates. Standard & Poor's ratings on the offered certificates do not,
however, constitute a statement regarding frequency of prepayments on the
mortgages. See "Yield and Prepayment Considerations" in this prospectus
supplement.

      In addition, the ratings by Moody's and Standard & Poor's do not address
the likelihood of the receipt of any amounts in respect of Prepayment Interest
Shortfalls, Relief Act Shortfalls or Basis Risk Shortfalls.

      The depositor has not requested a rating on the offered certificates by
any rating agency other than Moody's and Standard & Poor's. However, there can
be no assurance as to whether any other rating agency will rate the offered
certificates, or, if it does, what rating would be assigned by any such other
rating agency. A rating on the offered certificates by another rating agency, if
assigned at all, may be lower than the ratings assigned to the offered
certificates by Moody's and Standard & Poor's. The ratings do not address the
possibility that certificateholders might suffer a lower than anticipated yield
due to non-credit events.

      A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating. In the event that the ratings initially assigned to the
offered certificates are subsequently lowered for any reason, no person or
entity is obligated to provide any additional support or credit enhancement with
respect to the offered certificates.

      The fees paid by the depositor to the rating agencies at closing include a
fee for ongoing surveillance by the rating agencies for so long as any
certificates are outstanding. The rating agencies may raise, lower, suspend,
place on watch for a possible ratings downgrade, or withdraw a rating at any
time, in their sole discretion.


                                      S-120




                                                                       ANNEX I-A

                           ERISA REPRESENTATION LETTER
                   [For ERISA Restricted Offered Certificates]

                                                                          [date]

Residential Funding Company, LLC
8400 Normandale Lake Boulevard, Suite 250
Minneapolis, Minnesota 55437

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard, Suite 250
Minneapolis, Minnesota 55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107

Attention: Structured Finance/RAMP Series 2006-RS6

                Re:   Residential Asset Mortgage Products, Inc. Mortgage
                      Asset-Backed Pass-Through Certificates, Series 2006-RS6
                      Class __

Ladies and Gentlemen:

            _________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series
2006-RS6, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
30, 2006 among Residential Asset Mortgage Products, Inc., as seller (the
"Depositor"), Residential Funding Company, LLC, as master servicer (the "Master
Servicer"), and U.S. Bank National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Depositor, the Trustee and the Master
Servicer that:

            (a)   The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (each, a "Plan"), or any
Person (including, without limitation, an insurance company investing its
general accounts, an investment manager, a named fiduciary or a trustee of any
Plan) who is using "plan assets," within the meaning of the U.S. Department of
Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section
3(42) of ERISA, of any Plan (each, a "Plan Investor"), to effect such
acquisition; or

            (b)   The Purchaser is an insurance company, the source of funds
used to purchase or hold the Certificates (or any interest therein) is an
"insurance company general account" (as defined in U.S. Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied.




      In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Trustee, the Depositor and the Master Servicer that the
Purchaser will not transfer the Certificates to any transferee unless such
transferee meets the requirements set forth in either (a) or (b) above.

                                       Very truly yours,

                                       By:______________________________

                                       Name:____________________________

                                       Title:___________________________


                                     I-A-2


                                                                       ANNEX I-B

                           ERISA REPRESENTATION LETTER
                      [for Exemption Eligible Certificates]

                                                                          [date]

Residential Funding Company, LLC
8400 Normandale Lake Boulevard, Suite 250
Minneapolis, Minnesota 55437

Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard, Suite 250
Minneapolis, Minnesota 55437

U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107

Attention: Structured Finance/RAMP Series 2006-RS6

                Re:   Residential Asset Mortgage Products, Inc. Mortgage
                      Asset-Backed Pass-Through Certificates, Series 2006-RS6
                      Class __

Ladies and Gentlemen:

            _________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series
2006-RS6, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
30, 2006 among Residential Asset Mortgage Products, Inc., as seller (the
"Depositor"), Residential Funding Company, LLC, as master servicer (the "Master
Servicer"), and U.S. Bank National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement.

            The Purchaser hereby certifies, represents and warrants to, and
covenants with the Depositor, the Trustee and the Master Servicer that, as of
any date prior to the termination of the swap agreement, its acquisition of the
above referenced certificates and the right to receive (and its receipt of)
payments from the supplemental interest trust are eligible for exemptive relief
available under at least one of the following exemptions:

      (a)   Prohibited Transaction Class Exemption ("PTCE") 84-14, regarding
            transactions negotiated by independent "qualified professional asset
            managers";

      (b)   PTCE 90-1, regarding investments by insurance company pooled
            separate accounts;

      (c)   PTCE 91-38, regarding investments by bank collective investment
            funds;

      (d)   PTCE 95-60, regarding investments by insurance company general
            accounts;

      (e)   PTCE 96-23, regarding transactions negotiated by certain in-house
            asset managers; or


                                      I-B-1



      (f)   Section 408(b)(17) of ERISA, regarding transactions between a Plan
            and a person or an entity that is a party in interest to such Plan
            (other than a party in interest that is a fiduciary, or its
            affiliate, that has or exercises discretionary authority or control
            or renders investment advice with respect to the assets of the Plan
            involved in the transaction) solely by reason of providing services
            to the Plan, but only if the Plan pays no more, or receives no less,
            than adequate consideration.

      In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Trustee and the Master Servicer that the
Purchaser will not transfer the certificates to any transferee unless that
transferee meets the requirements in (a), (b), (c), (d), (e) or (f) above.

                                       Very truly yours,

                                       By:______________________________

                                       Name:____________________________

                                       Title:___________________________


                                      I-B-2



                                                                        ANNEX II

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

      Except in certain limited circumstances, the globally offered Residential
Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-RS6, Class A-1, Class A-2, Class A-3, Class A-4, 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
M-9, which are collectively referred to as the global securities, will be
available only in book-entry form. Investors in the global securities may hold
interests in these global securities through any of DTC, Clearstream or
Euroclear. Initial settlement and all secondary trades will settle in same-day
funds.

      Secondary market trading between investors holding interests in global
securities through Clearstream and Euroclear will be conducted in accordance
with their normal rules and operating procedures and in accordance with
conventional eurobond practice. Secondary market trading between investors
holding interests in global securities through DTC will be conducted according
to the rules and procedures applicable to U.S. corporate debt obligations.

      Secondary cross-market trading between investors holding interests in
global securities through Clearstream or Euroclear and investors holding
interests in global securities through DTC participants will be effected on a
delivery-against-payment basis through the respective depositories of
Clearstream and Euroclear, in such capacity, and other DTC participants.

      Although DTC, Euroclear and Clearstream are expected to follow the
procedures described below in order to facilitate transfers of interests in the
global securities among participants of DTC, Euroclear and Clearstream, they are
under no obligation to perform or continue to perform those procedures, and
those procedures may be discontinued at any time. Neither the depositor, the
master servicer nor the trustee will have any responsibility for the performance
by DTC, Euroclear and Clearstream or their respective participants or indirect
participants of their respective obligations under the rules and procedures
governing their obligations.

      Non-U.S. holders of global securities will be subject to U.S. withholding
taxes unless those holders meet certain requirements and deliver appropriate
U.S. tax documents to the securities clearing organizations or their
participants.

INITIAL SETTLEMENT

      The global securities will be registered 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. Clearstream and Euroclear will hold positions on
behalf of their participants through their respective depositories, which in
turn will hold such positions in accounts as DTC participants.

      Investors electing to hold interests in global securities through DTC
participants, rather than through Clearstream or Euroclear accounts, will be
subject to the settlement practices applicable to similar issues of pass-through
certificates. Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.


                                      II-1



      Investors electing to hold interests in global securities through
Clearstream 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. Interests in 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.

      Transfers between DTC Participants. Secondary market trading between DTC
participants will be settled using the DTC procedures applicable to similar
issues of pass-through certificates in same-day funds.

      Transfers between Clearstream and/or Euroclear Participants. Secondary
market trading between Clearstream participants or Euroclear participants and/or
investors holding interests in global securities through them will be settled
using the procedures applicable to conventional eurobonds in same-day funds.

      Transfers between DTC Seller and Clearstream or Euroclear Purchaser. When
interests in global securities are to be transferred on behalf of a seller from
the account of a DTC participant to the account of a Clearstream participant or
a Euroclear participant for a purchaser, the purchaser will send instructions to
Clearstream or Euroclear through a Clearstream participant or Euroclear
participant at least one business day prior to settlement. Clearstream or the
Euroclear operator will instruct its respective depository to receive an
interest in the global securities against payment. Payment will include interest
accrued on the global securities from and including the last distribution date
to but excluding the settlement date. Payment will then be made by the
respective depository to the DTC participant's account against delivery of an
interest in the global securities. After this settlement has been completed, the
interest will be credited to the respective clearing system, and by the clearing
system, in accordance with its usual procedures, to the Clearstream
participant's or Euroclear participant's account. The credit of this interest
will appear on the next business day and the cash debit 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 through DTC on the intended value date, i.e., the
trade fails, the Clearstream or Euroclear cash debit will be valued instead as
of the actual settlement date.

      Clearstream participants and Euroclear participants will need to make
available to the respective clearing system the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement from cash on hand, in which case the Clearstream
participants or Euroclear participants will take on credit exposure to
Clearstream or the Euroclear operator until interests in the global securities
are credited to their accounts one day later.

      As an alternative, if Clearstream or the Euroclear operator has extended a
line of credit to them, Clearstream participants or Euroclear participants can
elect not to pre-position funds and allow that credit line to be drawn upon.
Under this procedure, Clearstream participants or Euroclear participants
receiving interests in global securities for purchasers would incur overdraft
charges for one day, to the extent they cleared the overdraft when interests in
the global securities were credited to their accounts. However, interest on the
global securities would accrue from the


                                      II-2



value date. Therefore, the investment income on the interest in the global
securities earned during that one-day period would tend to offset the amount of
these overdraft charges, although this result will depend on each Clearstream
participant's or Euroclear participant's particular cost of funds.

      Since the settlement through DTC will take place during New York business
hours, DTC participants are subject to DTC procedures for transferring interests
in global securities to the respective depository of Clearstream or Euroclear
for the benefit of Clearstream participants or Euroclear participants. The sale
proceeds will be available to the DTC seller on the settlement date. Thus, to
the seller settling the sale through a DTC participant, a cross-market
transaction will settle no differently than a sale to a purchaser settling
through a DTC participant.

      Finally, intra-day traders that use Clearstream participants or Euroclear
participants to purchase interests in global securities from DTC participants or
sellers settling through them for delivery to Clearstream participants or
Euroclear participants should note that these trades will automatically fail on
the sale side unless affirmative action is taken. At least three techniques
should be available to eliminate this potential condition:

      o     borrowing interests in global securities through Clearstream or
            Euroclear for one day, until the purchase side of the intra-day
            trade is reflected in the relevant Clearstream or Euroclear
            accounts, in accordance with the clearing system's customary
            procedures;

      o     borrowing interests in global securities in the United States from a
            DTC participant no later than one day prior to settlement, which
            would give sufficient time for such interests to be reflected in the
            relevant Clearstream or Euroclear accounts in order to settle the
            sale side of the trade; or

      o     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 participant or Euroclear participant.

      Transfers between Clearstream or Euroclear Seller and DTC Purchaser. Due
to time zone differences in their favor, Clearstream participants and Euroclear
participants may employ their customary procedures for transactions in which
interests in global securities are to be transferred by the respective clearing
system, through the respective depository, to a DTC participant. The seller will
send instructions to Clearstream or the Euroclear operator through a Clearstream
participant or Euroclear participant at least one business day prior to
settlement. Clearstream or Euroclear will instruct its respective depository, to
credit an interest in 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 distribution date to but excluding the settlement
date. The payment will then be reflected in the account of the Clearstream
participant or Euroclear participant the following business day, and receipt of
the cash proceeds in the Clearstream participant's or Euroclear participant's
account would be back-valued to the value date, which would be the preceding
day, when settlement occurred through DTC in New York. If settlement is not
completed on the intended value date, i.e., the trade fails, receipt of the cash
proceeds in the Clearstream participant's or Euroclear participant's account
would instead be valued as of the actual settlement date.


                                      II-3



CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

      A beneficial owner who is an individual or corporation holding the global
security on its own behalf of global securities holding securities through
Clearstream 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 typically applies
to payments of interest, including original issue discount, on registered debt
issued by U.S. persons, unless:

      o     each clearing system, bank or other institution that holds
            customers' securities in the ordinary course of its trade or
            business in the chain of intermediaries between the beneficial owner
            or a foreign corporation or foreign trust and the U.S. entity
            required to withhold tax complies with applicable certification
            requirements; and

      o     the beneficial owner takes one of the following steps to obtain an
            exemption or reduced tax rate:

      o     Exemption for Non-U.S. Persons--Form W-8BEN. Beneficial holders of
            global securities that are Non-U.S. persons generally can obtain a
            complete exemption from the withholding tax by filing a signed Form
            W-8BEN, or Certificate of Foreign Status of Beneficial Owner 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
            the change.

      o     Exemption for Non-U.S. persons with effectively connected
            income--Form W-8ECI. A Non-U.S. person, including a non-U.S.
            corporation or bank with a U.S. branch, for which the interest
            income is effectively connected with its conduct of a trade or
            business in the United States, can obtain an exemption from the
            withholding tax by filing Form W-8ECI, or 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.

      o     Exemption or reduced rate for Non-U.S. persons resident in treaty
            countries--Form W-8BEN. Non-U.S. persons residing in a country that
            has a tax treaty with the United States can obtain an exemption or
            reduced tax rate, depending on the treaty terms, by filing Form
            W-8BEN. Form W-8BEN may be filed by Bond Holders or their agent.

      o     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, or
            Payer's Request for Taxpayer Identification Number and
            Certification.

      U.S. Federal Income Tax Reporting Procedure. The holder of a global
security or, in the case of a Form W-8BEN or Form W-8ECI filer, his agent, files
by submitting the appropriate form to the person through whom it holds the
security--the clearing agency, in the case of persons holding directly on the
books of the clearing agency. Form W-8BEN and Form W-8ECI generally are
effective until the third succeeding calendar year from the date the form is
signed. However, the W-8BEN and W-8ECI with a 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
annually to the beneficial owner on Form 1042-S. The term "U.S. person" means:

      o     a citizen or resident of the United States;


                                      II-4



      o     a corporation, partnership or other entity treated as a corporation
            or a partnership for United States federal income tax purposes,
            organized in or under the laws of the United States or any state
            thereof, including for this purpose the District of Columbia,
            unless, in the case of a partnership, future Treasury regulations
            provide otherwise;

      o     an estate that is subject to U.S. federal income tax regardless of
            the source of its income; or

      o     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.

      If the information shown on Form W-8BEN or Form W-8ECI changes, a new Form
W-8BEN or Form W-8ECI, as applicable, must be filed within 30 days of the
change. Certain trusts not described in the final bullet of the preceding
sentence in existence on August 20, 1996 that elect to be treated as a United
States Person will also be a U.S. person. The term "Non-U.S. person" means any
person who is not a U.S. person. This summary does not deal with all aspects of
U.S. federal income tax withholding that may be relevant to foreign holders of
the global securities. Investors are advised to consult their own tax advisors
for specific tax advice concerning their holding and disposing of the global
securities.


                                      II-5



                                                       ANNEX III



                                     CREDIT SCORE DISTRIBUTION OF THE MORTGAGE LOANS

                               NUMBER OF                       PERCENTAGE          AVERAGE        WEIGHTED AVERAGE
                                MORTGAGE     PRINCIPAL         OF MORTGAGE        PRINCIPAL         LOAN-TO-VALUE
CREDIT SCORE RANGE               LOANS        BALANCE             LOANS            BALANCE              RATIO
--------------------------   -----------   --------------   -----------------   -------------   ---------------------

580 - 599.................           59    $   10,175,927          2.70%          $   172,473           82.70%
600 - 619.................           67        12,364,430          3.29               184,544           81.30
620 - 639.................          216        49,707,124         13.21               230,126           80.69
640 - 659.................          224        54,326,318         14.44               242,528           81.09
660 - 679.................          281        70,307,514         18.69               250,205           80.81
680 - 699.................          257        60,469,539         16.07               235,290           80.92
700 - 719.................          155        36,432,029          9.68               235,045           79.82
720 - 739.................          146        35,395,719          9.41               242,436           80.46
740 - 759.................           74        16,895,084          4.49               228,312           79.97
760 - 779.................           76        16,212,564          4.31               213,323           79.68
780 - 799.................           42         9,687,498          2.57               230,655           79.54
800 or greater............           15         3,557,334          0.95               237,156           82.21
Subtotal with Credit Score        1,612       375,531,081         99.81               232,960           80.68
Not Available.............            5           706,111          0.19               141,222           78.23
                             -----------   --------------   -----------------   -------------   ---------------------
Total.....................        1,617    $  376,237,192        100.00%          $   232,676           80.68%
                             ===========   ==============   =================


      Mortgage Loans indicated as having a credit score that is "Not Available"
include certain Mortgage Loans where the credit score was not provided by the
related seller and Mortgage Loans where no credit history can be obtained for
the related mortgagor.

      For some of the Mortgage Loans, the Credit Score was updated prior to the
cut-off date.

      As of the cut-off date, the weighted average Credit Score of the Mortgage
Loans will be approximately 682.



                                 ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
ORIGINAL MORTGAGE LOAN          MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
BALANCE ($)                      LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

100,000 or less ..........          370    $   25,803,601          6.86%          $    69,739        681            81.44%
100,001 to 200,000 .......          526        78,212,360         20.79               148,693        679            82.41
200,001 to 300,000 .......          323        79,755,205         21.20               246,920        677            81.77
300,001 to 400,000 .......          173        59,988,952         15.94               346,757        681            81.53
400,001 to 500,000 .......           98        43,611,797         11.59               445,018        685            82.01
500,001 to 600,000 .......           57        30,901,375          8.21               542,129        697            80.13
600,001 to 700,000 .......           27        17,667,586          4.70               654,355        700            77.23
700,001 to 800,000 .......           21        15,854,813          4.21               754,991        677            75.84
800,001 to 900,000 .......            5         4,359,640          1.16               871,928        673            80.92
900,001 to 1,000,000 .....           10         9,480,319          2.52               948,032        672            75.24
1,000,001 to 1,100,000 ...            1         1,084,655          0.29             1,084,655        643            70.00
1,100,001 to 1,200,000 ...            1         1,137,139          0.30             1,137,139        643            70.00
1,300,001 to 1,400,000 ...            1         1,350,000          0.36             1,350,000        708            75.00
1,400,001 to 1,500,000 ...            2         2,974,751          0.79             1,487,376        707            68.00
1,800,001 to 1,900,000 ...            1         1,900,000          0.51             1,900,000        674            52.00
2,100,001 to 2,200,000 ...            1         2,155,000          0.57             2,155,000        693            70.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================



                                      III-1





                                             NET MORTGAGE RATES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
NET MORTGAGE RATES (%)           LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

4.0000 - 4.4999 ..........            1    $      119,379          0.03%          $   119,379        735            77.00%
5.0000 - 5.4999 ..........            6         1,727,048          0.46               287,841        730            84.43
5.5000 - 5.9999 ..........           32        12,086,267          3.21               377,696        711            74.09
6.0000 - 6.4999 ..........          115        33,450,712          8.89               290,876        701            77.75
6.5000 - 6.9999 ..........          216        63,207,473         16.80               292,627        683            78.57
7.0000 - 7.4999 ..........          396        92,260,772         24.52               232,982        683            80.23
7.5000 - 7.9999 ..........          366        79,694,817         21.18               217,745        682            81.99
8.0000 - 8.4999 ..........          237        49,492,167         13.15               208,828        677            82.24
8.5000 - 8.9999 ..........          145        28,357,791          7.54               195,571        668            83.80
9.0000 - 9.4999 ..........           56         8,271,779          2.20               147,710        636            84.10
9.5000 - 9.9999 ..........           18         3,673,855          0.98               204,103        643            85.93
10.0000 - 10.4999 ........           21         2,920,620          0.78               139,077        664            87.31
10.5000 - 10.9999 ........            3           245,787          0.07                81,929        595            90.00
11.0000 - 11.4999 ........            1            89,942          0.02                89,942        596            90.00
11.5000 - 11.9999 ........            2           499,345          0.13               249,673        671            90.00
12.5000 - 12.9999 ........            2           139,438          0.04                69,719        648            90.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      As of the cut-off date, the weighted average Net Mortgage Rate of the
Mortgage Loans will be approximately 7.4737% per annum.



                                               MORTGAGE RATES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
MORTGAGE RATES (%)               LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

4.5000 - 4.9999 ..........            1    $      119,379          0.03%          $   119,379        735            77.00%
5.5000 - 5.9999 ..........           11         3,716,726          0.99               337,884        711            78.37
6.0000 - 6.4999 ..........           42        15,033,873          4.00               357,949        714            74.42
6.5000 - 6.9999 ..........          145        42,351,093         11.26               292,077        694            77.68
7.0000 - 7.4999 ..........          219        60,220,215         16.01               274,978        685            79.02
7.5000 - 7.9999 ..........          472       108,766,624         28.91               230,438        684            80.25
8.0000 - 8.4999 ..........          269        57,186,514         15.20               212,589        678            82.41
8.5000 - 8.9999 ..........          239        52,278,148         13.89               218,737        676            82.65
9.0000 - 9.4999 ..........          121        21,590,019          5.74               178,430        664            85.15
9.5000 - 9.9999 ..........           55         7,948,717          2.11               144,522        638            84.45
10.0000 - 10.4999 ........           19         3,790,655          1.01               199,508        639            86.39
10.5000 - 10.9999 ........           16         2,260,717          0.60               141,295        664            88.83
11.0000 - 11.4999 ........            3           245,787          0.07                81,929        595            90.00
11.5000 - 11.9999 ........            1            89,942          0.02                89,942        596            90.00
12.0000 - 12.4999 ........            2           499,345          0.13               249,673        671            90.00
13.0000 - 13.4999 ........            2           139,438          0.04                69,719        648            90.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      As of the cut-off date, the weighted average mortgage rate of the Mortgage
Loans will be approximately 7.8486% per annum.


                                      III-2





                             ORIGINAL LOAN-TO-VALUE RATIOS OF THE MORTGAGE LOANS

                               NUMBER OF                       PERCENTAGE          AVERAGE         WEIGHTED
ORIGINAL LOAN-TO-VALUE          MORTGAGE     PRINCIPAL         OF MORTGAGE        PRINCIPAL        AVERAGE
RATIO (%)                        LOANS        BALANCE             LOANS            BALANCE       CREDIT SCORE
--------------------------   -----------   --------------   -----------------   -------------   ---------------

0.01 - 50.00..............           16    $    1,908,084          0.51%          $   119,255        674
50.01 - 55.00.............            6         3,172,690          0.84               528,782        670
55.01 - 60.00.............           15         4,537,246          1.21               302,483        686
60.01 - 65.00.............           15         3,825,928          1.02               255,062        657
65.01 - 70.00.............           51        19,210,152          5.11               376,670        690
70.01 - 75.00.............           83        26,062,106          6.93               314,001        680
75.01 - 80.00.............          921       220,640,894         58.64               239,567        687
80.01 - 85.00.............           57        12,054,827          3.20               211,488        658
85.01 - 90.00.............          384        70,787,133         18.81               184,341        670
90.01 - 95.00.............           69        14,038,133          3.73               203,451        690
                             -----------   --------------   -----------------   -------------   ---------------
Total.....................        1,617    $  376,237,192        100.00%          $   232,676        682
                             ===========   ==============   =================


      The weighted average Loan-to-Value ratio at origination of the Mortgage
Loans will be approximately 80.68%.



                                           DEBT-TO-INCOME RATIOS OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
DEBT-TO-INCOME RATIO (%)         LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

20.00 or less ............           53    $   11,257,250          2.99%          $   212,401        685            80.85%
20.01 - 25.00 ............           57        12,632,887          3.36               221,630        692            79.48
25.01 - 30.00 ............           96        20,370,059          5.41               212,188        691            80.71
30.01 - 35.00 ............          128        29,521,506          7.85               230,637        676            80.05
35.01 - 40.00 ............          235        55,965,483         14.88               238,151        684            78.94
40.01 - 45.00 ............          276        68,604,558         18.23               248,567        680            80.36
45.01 - 50.00 ............          210        55,324,295         14.70               263,449        675            82.07
50.01 - 55.00 ............           71        15,139,189          4.02               213,228        656            83.46
55.01 - 60.00 ............           39         9,657,473          2.57               247,628        655            79.46
60.01 or greater .........            8         2,245,179          0.60               280,647        733            73.21
Not Available ............          444        95,519,313         25.39               215,134        690            81.31
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      As of the cut-off date, the weighted average debt-to-income ratio of the
Mortgage Loans will be approximately 40.10%.


                                      III-3





                              GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
STATE                            LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Alaska ...................            1    $      170,856          0.05%          $   170,856        636            87.00%
Alabama ..................           17         2,043,789          0.54               120,223        671            84.17
Arkansas .................            3           476,218          0.13               158,739        737            90.00
Arizona ..................           63        15,814,054          4.20               251,017        672            79.98
California ...............          178        74,494,824         19.80               418,510        676            78.54
Colorado .................           27         5,999,730          1.59               222,212        686            82.18
Connecticut ..............           16         2,612,068          0.69               163,254        692            80.92
District of Columbia .....            6         1,728,200          0.46               288,033        656            77.21
Delaware .................            3           323,946          0.09               107,982        665            81.95
Florida ..................          257        59,434,627         15.80               231,263        683            81.49
Georgia ..................           50         7,333,086          1.95               146,662        700            80.13
Hawaii ...................            1           485,935          0.13               485,935        679            90.00
Iowa .....................            5           551,781          0.15               110,356        635            81.09
Idaho ....................            7         1,422,081          0.38               203,154        663            83.53
Illinois .................           72        15,289,178          4.06               212,350        674            81.49
Indiana ..................           26         2,725,096          0.72               104,811        690            81.62
Kansas ...................           10         1,195,499          0.32               119,550        668            83.05
Kentucky .................            9         1,846,089          0.49               205,121        662            81.95
Louisiana ................           25         2,714,911          0.72               108,596        656            83.32
Massachusetts ............           38        11,195,317          2.98               294,614        681            81.68
Maryland .................           58        17,392,596          4.62               299,872        688            81.77
Maine ....................            3           232,212          0.06                77,404        644            84.21
Michigan .................           59         6,796,789          1.81               115,200        666            82.26
Minnesota ................           30         6,301,865          1.67               210,062        680            81.29
Missouri .................           32         5,094,473          1.35               159,202        679            82.79
Mississippi ..............            5           721,765          0.19               144,353        636            74.52
Montana ..................            3           993,967          0.26               331,322        747            82.35
North Carolina ...........           34         5,729,301          1.52               168,509        673            78.18
North Dakota .............            1            39,975          0.01                39,975        628            80.00
Nebraska .................            1           129,600          0.03               129,600        721            80.00
New Hampshire ............            5         1,090,515          0.29               218,103        657            81.55
New Jersey ...............           39         9,313,690          2.48               238,813        685            81.08
New Mexico ...............            1           146,000          0.04               146,000        627            80.00
Nevada ...................           60        14,985,916          3.98               249,765        694            79.91
New York .................           53        22,898,019          6.09               432,038        681            79.87
Ohio .....................           55         5,732,651          1.52               104,230        686            82.57
Oklahoma .................           15         1,444,988          0.38                96,333        658            82.41
Oregon ...................           42        11,867,749          3.15               282,565        705            79.90
Pennsylvania .............           40         4,723,801          1.26               118,095        688            84.70
Rhode Island .............            4           969,792          0.26               242,448        700            82.92
South Carolina ...........           28         5,199,915          1.38               185,711        686            78.97
Tennessee ................           20         2,788,794          0.74               139,440        716            82.79
Texas ....................           74         9,735,108          2.59               131,556        690            81.93
Utah .....................           14         3,281,995          0.87               234,428        711            81.18
Virginia .................           72        20,028,743          5.32               278,177        682            80.90
Vermont ..................            1           159,779          0.04               159,779        696            85.00
Washington ...............           33         7,953,564          2.11               241,017        687            81.48
Wisconsin ................           18         2,478,581          0.66               137,699        659            85.68
West Virginia ............            1            55,843          0.01                55,843        760            80.00
Wyoming ..................            2            91,923          0.02                45,961        718            80.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      No more than 0.7% of the Mortgage Loans will be secured by mortgaged
properties located in any one zip code area in New York and no more than 0.6% of
the Mortgage Loans will be secured by mortgage properties located in any one zip
code area outside New York.


                                      III-4





                                           MORTGAGE LOAN PURPOSE OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
LOAN PURPOSE                     LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Purchase .................          944    $  209,510,928         55.69%          $   221,940        691            81.59%
Rate/Term Refinance ......          134        35,800,284          9.52               267,166        682            79.55
Equity Refinance .........          539       130,925,980         34.80               242,905        667            79.54
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================




                                              OCCUPANCY TYPES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
OCCUPANCY TYPE                   LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Primary Residence ........          933    $  248,699,736         66.10%          $   266,559        674            79.81%
Second/Vacation ..........          113        24,626,395          6.55               217,933        705            80.24
Non-Owner Occupied .......          571       102,911,061         27.35               180,230        696            82.89
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================




                                          MORTGAGED PROPERTY TYPES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
PROPERTY TYPE                    LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Single-family detached ...          896    $  195,850,260         52.05%          $   218,583        680            80.55%
Planned Unit Developments
  (detached) .............          216        64,623,660         17.18               299,184        676            80.32
Two-to-four family units .          183        47,313,552         12.58               258,544        688            80.70
Condo Low-Rise (less than
  5 stories) .............          211        44,567,446         11.85               211,220        693            81.39
Planned Unit Developments
  (attached) .............           44         9,164,298          2.44               208,280        685            82.60
Townhouse ................           39         7,303,633          1.94               187,273        683            80.58
Condo High-Rise (9 stories
  or more) ...............           13         4,730,838          1.26               363,911        688            80.10
Condo Mid-Rise (5 to 8
  stories) ...............            8         1,249,430          0.33               156,179        717            81.71
Condotel (9 or more
  stories) ...............            5           946,203          0.25               189,241        718            81.49
Condotel (1 to 4 stories)             1           255,873          0.07               255,873        645            80.00
Cooperative Units ........            1           232,000          0.06               232,000        659            80.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================




                                     MORTGAGE LOAN DOCUMENTATION TYPES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
DOCUMENTATION TYPE               LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Full/Alternate
  Documentation ..........          372    $   74,888,029         19.90%          $   201,312        682            80.89%
Reduced Documentation ....          815       207,601,421         55.18               254,726        678            80.32
No Stated Income .........          268        62,968,340         16.74               234,956        693            81.51
No Income/No Asset
  Verification ...........          162        30,779,402          8.18               189,996        687            80.92
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      No more than 21.3% of such reduced, no stated income, and no income/no
asset verification loan documentation Mortgage Loans will be secured by
mortgaged properties located in California.


                                      III-5





                                          PREPAYMENT PENALTY TERMS OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
PREPAYMENT PENALTY TERM          LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

None .....................          878    $  214,776,026         57.09%          $   244,620        687            79.45%
12 Months ................          117        31,127,582          8.27               266,048        683            82.99
24 Months ................          240        51,522,096         13.69               214,675        659            83.25
36 Months ................          374        76,550,079         20.35               204,679        681            81.50
60 Months ................            5         1,272,808          0.34               254,562        709            78.75
Other* ...................            3           988,600          0.26               329,533        733            80.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      * Other means not 0, 12, 24, 36 or 60 months and not more than 60 months.



                                           INTEREST ONLY BY TERM OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
PRODUCT/INTEREST ONLY            LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

None .....................          925    $  175,427,805         46.63%          $   189,652        675            81.82%
12 Months ................            4         1,421,979          0.38               355,495        719            76.21
24 Months ................            3           811,530          0.22               270,510        619            87.16
36 Months ................            3           506,300          0.13               168,767        718            80.00
60 Months ................          199        58,877,815         15.65               295,868        682            80.35
120 Months ...............          483       139,191,763         37.00               288,182        691            79.39
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================



                                      III-6





                                           MAXIMUM MORTGAGE RATES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
MAXIMUM MORTGAGE RATES (%)       LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Fixed Rate Mortgage Loans           608    $  111,777,594         29.71%          $   183,845        684            80.06%
9.0000 - 9.9999 ..........            1           606,973          0.16               606,973        675            60.00
10.0000 - 10.9999 ........            9         3,622,332          0.96               402,481        715            76.54
11.0000 - 11.9999 ........           45        18,695,960          4.97               415,466        685            74.77
12.0000 - 12.9999 ........          166        56,169,762         14.93               338,372        685            79.51
13.0000 - 13.9999 ........          334        86,216,102         22.92               258,132        687            80.06
14.0000 - 14.9999 ........          273        66,575,359         17.70               243,866        680            83.06
15.0000 - 15.9999 ........          129        23,685,825          6.30               183,611        650            85.54
16.0000 - 16.9999 ........           39         7,569,553          2.01               194,091        661            86.22
17.0000 - 17.9999 ........            8           589,007          0.16                73,626        663            89.14
18.0000 - 18.9999 ........            3           589,288          0.16               196,429        659            90.00
19.0000 - 19.9999 ........            2           139,438          0.04                69,719        648            90.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      As of the cut-off date, the weighted average Maximum Mortgage Rate of the
Mortgage Loans will be approximately 13.6446% per annum.



                                           MINIMUM MORTGAGE RATES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
MINIMUM MORTGAGE RATES (%)       LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Fixed Rate Mortgage Loans           608    $  111,777,594         29.71%          $   183,845        684            80.06%
2.0000 - 2.9999 ..........          333       103,882,747         27.61               311,960        692            78.88
3.0000 - 3.9999 ..........          123        27,708,835          7.36               225,275        690            81.39
4.0000 - 4.9999 ..........           32         7,724,441          2.05               241,389        708            85.16
5.0000 - 5.9999 ..........           26        10,084,511          2.68               387,866        678            81.04
6.0000 - 6.9999 ..........           53        15,389,776          4.09               290,373        684            79.35
7.0000 - 7.9999 ..........          141        35,057,176          9.32               248,632        673            80.69
8.0000 - 8.9999 ..........          164        40,391,954         10.74               246,292        665            82.56
9.0000 - 9.9999 ..........          106        18,738,263          4.98               176,776        650            85.90
10.0000 - 10.9999 ........           24         4,626,504          1.23               192,771        652            88.56
11.0000 - 11.9999 ........            3           216,606          0.06                72,202        593            90.00
12.0000 - 12.9999 ........            2           499,345          0.13               249,673        671            90.00
13.0000 - 13.9999 ........            2           139,438          0.04                69,719        648            90.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      As of the cut-off date, the weighted average Minimum Mortgage Rate of the
Mortgage Loans will be approximately 5.2252% per annum.


                                      III-7





                                    NEXT INTEREST RATE ADJUSTMENT DATES OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
NEXT INTEREST RATE              MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
ADJUSTMENT DATE                  LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Fixed-Rate Mortgage Loans           608    $  111,777,594         29.71%          $   183,845        684            80.06%
November 2006 ............            4         1,444,177          0.38               361,044        733            80.95
December 2006 ............            2           332,099          0.09               166,050        706            78.92
January 2007 .............            3           863,869          0.23               287,956        725            80.00
February 2007 ............            1           319,900          0.09               319,900        703            80.00
March 2007 ...............            3         1,635,000          0.43               545,000        718            79.78
April 2007 ...............            6         3,133,607          0.83               522,268        697            74.49
July 2007 ................            2         1,557,500          0.41               778,750        737            72.53
August 2007 ..............            6         2,589,047          0.69               431,508        712            72.81
September 2007 ...........            3           875,904          0.23               291,968        689            73.85
October 2007 .............            2           828,000          0.22               414,000        714            65.51
December 2007 ............            1           156,369          0.04               156,369        630            80.00
January 2008 .............            3           684,957          0.18               228,319        626            80.00
February 2008 ............            2           209,019          0.06               104,510        670            81.52
March 2008 ...............           11         2,338,486          0.62               212,590        652            80.34
April 2008 ...............           16         2,720,838          0.72               170,052        644            79.85
May 2008 .................           13         2,558,108          0.68               196,778        638            81.60
June 2008 ................           23         4,168,094          1.11               181,221        658            80.63
July 2008 ................           48        10,271,009          2.73               213,979        676            82.89
August 2008 ..............          105        27,350,299          7.27               260,479        666            84.76
September 2008 ...........          126        32,331,197          8.59               256,597        666            82.72
October 2008 .............            2           380,500          0.10               190,250        626            82.07
March 2009 ...............            1            80,428          0.02                80,428        624            85.00
April 2009 ...............            1           360,800          0.10               360,800        656            80.00
May 2009 .................            3           782,298          0.21               260,766        642            80.71
June 2009 ................           19         5,542,271          1.47               291,698        672            80.06
July 2009 ................           50        14,121,776          3.75               282,436        681            80.34
August 2009 ..............           64        12,344,376          3.28               192,881        691            81.11
September 2009 ...........           65        17,326,739          4.61               266,565        678            81.88
October 2009 .............            2           558,400          0.15               279,200        674            80.00
November 2010 ............            1            92,714          0.02                92,714        671            80.00
December 2010 ............            1           189,750          0.05               189,750        661            75.00
January 2011 .............            1           279,926          0.07               279,926        651            80.00
February 2011 ............            1           179,800          0.05               179,800        666            80.00
March 2011 ...............            2         1,213,241          0.32               606,620        693            80.26
May 2011 .................            5         2,033,073          0.54               406,615        702            78.30
June 2011 ................           12         3,028,626          0.80               252,386        693            81.62
July 2011 ................           70        16,793,999          4.46               239,914        686            81.36
August 2011 ..............          164        45,841,265         12.18               279,520        694            80.41
September 2011 ...........          118        29,441,744          7.83               249,506        695            81.36
October 2011 .............            2           332,400          0.09               166,200        685            80.00
May 2013 .................            1            51,805          0.01                51,805        700            80.00
June 2013 ................            3           468,852          0.12               156,284        645            80.84
July 2013 ................            9         4,922,571          1.31               546,952        655            76.64
August 2013 ..............            7         1,830,090          0.49               261,441        663            81.51
September 2013 ...........           10         2,353,443          0.63               235,344        665            78.08
April 2016 ...............            2         2,620,000          0.70             1,310,000        676            59.69
June 2016 ................            2           568,800          0.15               284,400        740            70.95
July 2016 ................            3           879,947          0.23               293,316        641            85.11
August 2016 ..............            6         2,600,484          0.69               433,414        684            77.83
September 2016 ...........            2           872,000          0.23               436,000        751            80.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      As of the cut-off date, the weighted average months to Next Interest Rate
Adjustment Date of the Mortgage Loans will be approximately 42 months.


                                      III-8





                                                NOTE MARGINS OF THE MORTGAGE LOANS

                               NUMBER OF                        PERCENTAGE         AVERAGE        WEIGHTED      WEIGHTED AVERAGE
                                MORTGAGE       PRINCIPAL        OF MORTGAGE       PRINCIPAL        AVERAGE       LOAN-TO-VALUE
NOTE MARGINS (%)                 LOANS          BALANCE            LOANS           BALANCE      CREDIT SCORE        RATIO
--------------------------   -----------   --------------   -----------------   -------------   -------------   ----------------

Fixed Rate Mortgage Loans           608    $  111,777,594         29.71%          $   183,845        684            80.06%
2.0000 - 2.4999 ..........          263        82,724,049         21.99               314,540        693            78.52
2.5000 - 2.9999 ..........          148        39,091,316         10.39               264,131        691            79.75
3.0000 - 3.4999 ..........           31         8,884,256          2.36               286,589        676            79.66
3.5000 - 3.9999 ..........          110        24,247,020          6.44               220,427        692            81.53
4.0000 - 4.4999 ..........           19         3,737,082          0.99               196,689        727            90.22
4.5000 - 4.9999 ..........           21         5,667,056          1.51               269,860        678            79.37
5.0000 - 5.4999 ..........           58        15,816,709          4.20               272,702        680            79.11
5.5000 - 5.9999 ..........           52        15,695,057          4.17               301,828        666            82.40
6.0000 - 6.4999 ..........           54        11,927,633          3.17               220,882        661            82.99
6.5000 - 6.9999 ..........           78        16,003,644          4.25               205,175        651            84.31
7.0000 - 7.4999 ..........           46        10,969,231          2.92               238,462        660            83.85
7.5000 - 7.9999 ..........           83        21,806,440          5.80               262,728        662            84.74
8.0000 - 8.4999 ..........           36         6,010,897          1.60               166,969        667            85.31
8.5000 - 8.9999 ..........            7         1,591,366          0.42               227,338        660            82.54
9.0000 - 9.4999 ..........            3           287,841          0.08                95,947        615            90.00
                             -----------   --------------   -----------------   -------------   -------------   ----------------
Total ....................        1,617    $  376,237,192        100.00%          $   232,676        682            80.68%
                             ===========   ==============   =================


      As of the cut-off date, the weighted average note margin of the Mortgage
Loans will be approximately 4.2155% per annum.


                                      III-9



                                    ANNEX IV

                            MORTGAGE LOAN ASSUMPTIONS



                                                                   ORIGINAL                                MONTHS TO
          AGGREGATE                                 ORIGINAL     AMORTIZATION    ORIGINAL    REMAINING     NEXT RATE
          PRINCIPAL       MORTGAGE      NET RATE    IO TERM         TERM          TERM          TERM       ADJUSTMENT
 ID#     BALANCE ($)      RATE (%)        (%)       (MONTHS)      (MONTHS)       (MONTHS)     (MONTHS)        DATE
-----   -------------    ----------    ----------  ----------   -------------   ----------  -----------   ------------

1         133,852.07      7.50000       7.07500        0             360           360          357          117
2        6,416,974.43     6.86889       6.49190      120             240           360          356          116
3         977,298.62      6.78882       6.48882      120             240           360          359          119
4         135,692.15      8.25000       7.75000        0             540           360          357           21
5         139,241.04      9.37500       8.87500        0             540           360          359           23
6         236,291.57      6.87598       6.37598        0             540           360          357           21
7         352,586.18      7.65000       7.35000       60             300           360          359           23
8         291,492.54      8.00000       7.70000      120             240           360          359           23
9        9,076,154.85     9.05310       8.60671        0             360           360          358           22
10       2,574,690.80     8.40682       7.96393        0             360           360          358           22
11       16,500,120.83    8.60271       8.14594        0             360           360          358           22
12        64,943.26       8.00000       7.70000        0             360           360          359           23
13        777,869.93      8.69737       8.19737        0             360           360          358           22
14        134,703.63      8.37500       8.07500        0             360           360          357           21
15       3,572,162.67     9.22277       8.72277        0             480           360          358           22
16       3,824,576.00     8.22660       7.73808        0             480           360          358           22
17       8,486,315.13     8.51784       8.04490        0             480           360          357           21
18        196,620.12      8.76145       8.26145        0             480           360          357           21
19        354,407.33      8.36140       7.86140        0             480           360          358           22
20       1,324,856.91     9.34025       8.84025        0             540           360          358           22
21        110,135.73      9.50000       9.00000        0             540           360          359           23
22       1,255,933.29     8.45937       7.95937        0             540           360          358           22
23       1,272,162.43     8.17021       7.67021        0             540           360          359           23
24       1,718,351.30     8.63233       8.13233        0             540           360          358           22
25        433,008.19      8.94990       8.44990        0             600           360          359           23
26        229,999.59      8.75000       8.25000       24             336           360          358           22
27        580,120.07      9.41168       8.91168       24             336           360          359           23
28       4,902,241.32     8.00672       7.50672       60             300           360          357           21
29       2,278,693.94     7.32398       6.85286       60             300           360          358           22
30       15,464,377.76    7.76368       7.31362       60             300           360          357           21
31        231,596.81      9.85000       9.35000       60             300           360          359           23
32       4,085,788.05     7.78616       7.48616      120             240           360          358           22
33        287,499.49      9.02500       8.72500      120             240           360          357           21
34       1,943,366.52     8.49636       8.19636      120             240           360          357           21
35        493,460.93      7.69779       7.39779      120             240           360          355           19
36        313,228.58      7.65000       7.35000        0             360           360          359           35
37        61,719.44       6.87500       6.57500        0             360           360          357           33
38        439,235.33      8.87500       8.57500        0             480           360          360           36
39        495,779.97      8.21159       7.71159        0             540           360          357           33
40       1,496,043.64     7.21598       6.71598        0             540           360          357           33
41        307,364.91      7.22069       6.79569       36             324           360          358           34
42        612,186.24      6.54240       6.24240       60             300           360          359           35
43        395,311.80      6.70000       6.40000       60             300           360          359           35
44       1,772,712.88     7.21836       6.90901      120             240           360          358           34
45        134,865.21      5.75000       5.45000      120             240           360          358           34
46        748,696.59      7.87500       7.57500      120             240           360          356           32
47       3,901,264.94     8.87199       8.46853        0             360           360          357           33
48        374,017.35      8.04305       7.59682        0             360           360          358           34
49        403,548.04      8.97495       8.47495        0             360           360          358           34
50       5,022,675.84     8.18437       7.78537        0             360           360          358           34


                       INITIAL      SUBSEQUENT
          MONTHS       PERIODIC      PERIODIC
          BETWEEN      MORTGAGE      MORTGAGE                     MINIMUM       MAXIMUM
           RATE        RATE CAP      RATE CAP        GROSS       MORTGAGE      MORTGAGE
 ID#    ADJUSTMENT       (%)           (%)        MARGIN (%)     RATE (%)      RATE (%)            INDEX
-----   -----------   ----------   ------------   -----------   -----------   -----------    -----------------

1           12          5.00000       2.00000       2.25000        2.25000      12.50000        1 Year LIBOR
2           12          5.00000       2.00000       2.39779        2.39779      11.86889        1 Year LIBOR
3            6          5.00000       1.00000       2.25000        2.25000      11.78882        6 Month LIBOR
4           12          3.00000       1.00000       7.25000        8.25000      14.25000        1 Year LIBOR
5            6          3.00000       1.00000       8.37500        9.37500      15.37500        1 Year LIBOR
6           12          3.00000       1.00000       5.87598        6.87598      12.87598        1 Year LIBOR
7            6          3.00000       1.00000       6.65000        6.65000      13.65000       1 Year Treasury
8           12          2.00000       2.00000       3.25000        3.25000      14.00000       1 Year Treasury
9            6          2.88122       1.01301       6.17751        8.83980      14.83290        6 Month LIBOR
10           6          3.00000       1.00000       6.03730        8.17185      14.21020        6 Month LIBOR
11           6          2.87443       1.03639       6.30950        8.39232      14.57983        6 Month LIBOR
12          12          3.00000       2.00000       2.50000        8.00000      14.00000        6 Month LIBOR
13           6          3.00000       1.00000       6.73800        7.79782      14.69737        6 Month LIBOR
14          12          6.00000       2.00000       2.75000        2.75000      14.37500        6 Month LIBOR
15           6          2.95678       1.02161       6.99096        8.88373      15.32522        6 Month LIBOR
16           6          3.00000       1.00000       5.79580        5.90847      14.22660        6 Month LIBOR
17           6          2.90708       1.06282       6.44577        7.82720      14.66846        6 Month LIBOR
18          12          3.00000       1.00000       7.76145        8.76145      14.76145        6 Month LIBOR
19           6          3.00000       1.00000       7.00777        8.36140      14.90545        6 Month LIBOR
20          12          3.00000       1.00000       8.34025        9.34025      15.34025        6 Month LIBOR
21           6          3.00000       1.00000       8.25000        9.50000      15.50000        6 Month LIBOR
22          12          3.00000       1.00000       7.62828        8.45937      14.45937        6 Month LIBOR
23           6          3.00000       1.00000       7.17021        8.17021      14.17021        6 Month LIBOR
24          12          3.00000       1.00000       7.63233        8.63233      14.63233        6 Month LIBOR
25           6          3.00000       1.00000       6.13549        8.94990      14.94990        6 Month LIBOR
26           6          3.00000       1.00000       5.13100        8.75000      14.75000        6 Month LIBOR
27           6          3.00000       1.00000       5.87130        9.41168      15.41168        6 Month LIBOR
28           6          2.87945       1.00000       5.46308        7.87267      14.08915        6 Month LIBOR
29           6          3.00000       1.00000       5.82992        7.32398      13.32398        6 Month LIBOR
30           6          2.96235       1.03032       5.80274        7.68476      13.93001        6 Month LIBOR
31           6          3.00000       1.00000       4.75000        9.85000      16.85000        6 Month LIBOR
32           6          3.00000       1.00000       4.38741        4.69118      13.46059        6 Month LIBOR
33           6          3.00000       1.00000       6.37500        6.37500      15.02500        6 Month LIBOR
34           6          3.00000       1.00000       5.64304        6.27687      14.23623        6 Month LIBOR
35          12          6.00000       2.00000       2.75000        2.75000      13.69779        6 Month LIBOR
36           6          3.00000       1.00000       7.65000        7.65000      13.65000        1 Year LIBOR
37          12          2.00000       2.00000       2.25000        2.25000      12.87500        1 Year LIBOR
38          12          2.00000       2.00000       3.26000        8.87500      14.87500        1 Year LIBOR
39          12          3.00000       1.00000       7.21159        8.21159      14.21159        1 Year LIBOR
40          12          3.00000       1.00000       6.28593        7.21598      13.21598        1 Year LIBOR
41          12          2.00000       2.00000       2.25000        7.22069      13.22069        1 Year Treasury
42           6          2.00000       2.00000       5.00000        6.54240      12.54240        1 Year Treasury
43           6          3.00000       1.00000       6.20000        6.20000      12.70000         1 Year LIBOR
44          12          3.79480       2.00000       2.25000        2.25000      12.78419         1 Year LIBOR
45          12          2.00000       2.00000       2.87500        2.87500      11.75000         1 Year LIBOR
46           6          3.00000       1.00000       4.50000        4.50000      13.87500        1 Year Treasury
47           6          2.73686       1.51272       4.91200        8.49625      14.91248         6 Month LIBOR
48           6          2.34437       1.26887       5.23642        6.69867      14.77417         6 Month LIBOR
49           6          2.00000       1.00000       6.67765        8.97495      14.97495         6 Month LIBOR
50           6          3.03240       1.22967       5.37866        7.94740      14.23410         6 Month LIBOR



                                      IV-1





                                                                  ORIGINAL                                 MONTHS TO
          AGGREGATE                                 ORIGINAL    AMORTIZATION     ORIGINAL    REMAINING     NEXT RATE
          PRINCIPAL       MORTGAGE      NET RATE    IO TERM         TERM          TERM          TERM       ADJUSTMENT
 ID#     BALANCE ($)      RATE (%)        (%)       (MONTHS)      (MONTHS)       (MONTHS)     (MONTHS)        DATE
-----   -------------    ----------    ----------  ----------   -------------   ----------  -----------   ------------

51       1,642,325.85     8.67587       8.25273        0             480           360          358           34
52       1,009,820.02     8.10652       7.80652        0             480           360          359           35
53        260,373.56      7.50000       7.20000        0             480           360          358           34
54        334,206.75      7.67500       7.17500        0             480           360          358           34
55       2,178,134.88     7.73825       7.40819        0             480           360          358           34
56        395,099.84      8.24000       7.94000        0             480           360          358           34
57        410,085.92      8.66191       8.16191        0             540           360          356           32
58        125,746.92      9.00000       8.50000        0             540           360          358           34
59        215,271.99      7.12066       6.62066        0             540           360          358           34
60        478,944.80      9.58518       9.08518        0             540           360          357           33
61        198,055.21      7.62500       7.20000       36             324           360          357           33
62       5,036,108.63     8.25691       7.95691       60             300           360          358           34
63        303,471.69      8.37500       8.07500       60             300           360          359           35
64       1,866,949.82     7.28367       6.98367       60             300           360          358           34
65        199,652.42      8.25000       7.95000       60             300           360          358           34
66       11,812,835.02    7.80795       7.47611       60             300           360          358           34
67       2,251,051.14     8.34208       8.04208      120             240           360          357           33
68       1,346,655.61     7.00565       6.70565      120             240           360          358           34
69       1,199,588.63     7.76328       7.46328      120             240           360          356           32
70       3,285,222.80     7.74365       7.25866      120             240           360          357           33
71        889,456.28      7.77002       7.40198        0             360           360          359           59
72        991,993.86      6.62500       6.32500        0             360           360          353           53
73        555,138.33      8.11875       7.81875        0             360           360          359           59
74        251,026.27      6.50000       6.20000        0             360           360          358           58
75        227,367.33      7.87500       7.57500        0             360           360          359           59
76        396,203.81      8.20927       7.90927        0             360           360          359           59
77        362,925.16      6.99000       6.49000        0             540           360          358           58
78       2,840,560.72     7.37722       7.01958       60             300           360          357           57
79        722,617.00      6.66202       6.36202       60             300           360          358           58
80       18,623,972.38    7.16523       6.76118      120             240           360          358           58
81        149,340.01      8.00000       7.70000      120             240           360          359           59
82        785,232.99      7.20106       6.90106      120             240           360          358           58
83        576,332.66      6.78580       6.48580      120             240           360          359           59
84        335,016.77      7.72288       7.42288      120             240           360          358           58
85        331,423.03      7.50000       7.20000      120             240           360          359           59
86        963,023.47      7.74673       7.44673      120             240           360          359           59
87       3,648,509.02     8.02734       7.71619        0             360           360          358           58
88        558,818.63      7.87500       7.57500        0             360           360          355           55
89       2,295,377.00     8.28882       7.52919        0             360           360          358           58
90       3,785,966.07     7.91071       7.52534        0             360           360          358           58
91       2,307,179.12     7.90258       7.35892        0             480           360          357           57
92       3,472,744.34     8.07152       7.70300        0             480           360          358           58
93       5,630,479.56     7.63124       7.25452        0             480           360          358           58
94        789,924.82      8.26444       7.94144       60             300           360          358           58
95        199,652.42      9.25000       8.95000       60             300           360          359           59
96        189,420.24      6.50000       6.20000       60             300           360          350           50
97        267,534.25      7.12500       6.82500       60             300           360          360           60
98        824,329.29      7.89421       7.58018       60             300           360          357           57
99       23,248,903.27    7.66158       7.31628      120             240           360          358           58
100      1,274,081.95     7.65742       7.35742      120             240           360          358           58
101       499,730.02      7.87500       7.57500      120             240           360          359           59
102      4,372,594.74     8.19158       7.81759      120             240           360          358           58
103       994,263.82      7.60241       7.30241      120             240           360          357           57
104      14,158,677.30    7.95590       7.61699      120             240           360          358           58
105       648,870.38      7.37500       7.07500      120             240           360          358           58
106      1,085,061.02     7.85916       7.41643      120             240           360          358           58
107       679,997.36      7.96359       7.60666        0             360           360          358           82


                       INITIAL      SUBSEQUENT
          MONTHS       PERIODIC      PERIODIC
          BETWEEN      MORTGAGE      MORTGAGE                     MINIMUM       MAXIMUM
           RATE        RATE CAP      RATE CAP        GROSS       MORTGAGE      MORTGAGE
 ID#    ADJUSTMENT       (%)           (%)        MARGIN (%)     RATE (%)      RATE (%)            INDEX
-----   -----------   ----------   ------------   -----------   -----------   -----------    -----------------

51           6          3.66324       1.41632       5.09462        7.61622      14.73986         6 Month LIBOR
52           6          5.78687       2.00000       3.71313        3.71313      14.10652         6 Month LIBOR
53          12          5.00000       1.00000       2.25000        2.25000      13.50000         6 Month LIBOR
54           6          2.00000       1.00000       5.67500        7.67500      13.67500         6 Month LIBOR
55           6          3.89607       1.39033       5.56142        6.29106      13.73825         6 Month LIBOR
56          12          3.00000       2.00000       2.25000        8.24000      14.24000         6 Month LIBOR
57           6          3.00000       1.00000       7.32382        8.66191      14.66191         6 Month LIBOR
58          12          3.00000       1.00000       8.00000        9.00000      15.00000         6 Month LIBOR
59           6          2.48262       1.00000       5.93533        7.12066      13.12066         6 Month LIBOR
60          12          3.00000       1.00000       8.58518        9.58518      15.58518         6 Month LIBOR
61          12          2.00000       2.00000       2.25000        2.25000      13.62500         1 Year LIBOR
62           6          2.31398       2.00000       4.59666        7.86030      14.32985        6 Month LIBOR
63          12          3.00000       2.00000       3.44000        8.37500      14.37500        6 Month LIBOR
64           6          3.00000       1.23163       5.65425        7.04840      13.38473        6 Month LIBOR
65           6          3.00000       1.00000       8.25000        8.25000      14.25000        6 Month LIBOR
66           6          2.94170       1.21622       6.24965        7.67590      13.83681        6 Month LIBOR
67           6          5.66297       1.66297       3.11328        3.11328      14.34208        6 Month LIBOR
68          12          5.00000       1.00000       2.25000        2.25000      13.00565        6 Month LIBOR
69           6          6.00000       2.00000       3.50000        3.50000      13.76328        6 Month LIBOR
70           6          6.00000       2.00000       3.27286        3.27286      13.74365        6 Month LIBOR
71          12          5.00000       2.00000       2.25000        2.25000      12.77002        1 Year LIBOR
72           6          5.00000       2.00000       2.75000        2.75000      11.62500       1 Year Treasury
73          12          2.00000       2.00000       2.25000        2.25000      14.11875       1 Year Treasury
74          12          5.00000       2.00000       2.25000        2.25000      11.50000        1 Year LIBOR
75          12          5.00000       2.00000       2.25000        2.87500      12.87500        1 Year LIBOR
76          12          2.59830       2.00000       2.25000        2.25000      14.20927       1 Year Treasury
77           6          3.00000       1.00000       6.25000        6.99000      12.99000        1 Year LIBOR
78          12          5.00000       2.00000       2.25000        2.25000      12.37722        1 Year LIBOR
79          12          5.00000       2.00000       2.58431        2.58431      11.66202       1 Year Treasury
80          12          4.79749       2.00000       2.25000        2.25000      12.16606        1 Year LIBOR
81           6          5.00000       1.00000       2.25000        2.25000      13.00000       1 Year Treasury
82          12          4.32876       2.00000       2.44781        2.44781      12.56941       1 Year Treasury
83          12          5.00000       2.00000       3.01212        3.01212      11.78580        1 Year LIBOR
84          12          5.00000       2.00000       2.25000        2.25000      12.72288        1 Year LIBOR
85           6          5.00000       1.00000       2.25000        2.25000      12.50000       1 Year Treasury
86          12          2.96776       2.00000       2.57259        2.63090      13.35055       1 Year Treasury
87           6          5.49342       1.76523       2.79278        4.25731      13.83567        6 Month LIBOR
88           6          6.00000       2.00000       2.75000        7.87500      13.87500        6 Month LIBOR
89           6          6.00000       2.00000       3.51539        3.93309      14.28882        6 Month LIBOR
90           6          5.57025       1.82782       3.33102        4.32090      13.66738        6 Month LIBOR
91           6          5.75967       1.75967       3.49715        3.49715      13.66225        6 Month LIBOR
92           6          6.00000       2.00000       3.56464        3.56464      14.07152        6 Month LIBOR
93           6          6.00000       2.00000       3.34319        3.34319      13.63124        6 Month LIBOR
94           6          3.53646       1.88500       2.43716        8.26444      14.26444        6 Month LIBOR
95           6          6.00000       2.00000       2.75000        3.25000      15.25000        6 Month LIBOR
96           6          3.00000       1.00000       4.00000        4.00000      12.50000        6 Month LIBOR
97          12          3.00000       2.00000       2.50000        7.12500      13.12500        6 Month LIBOR
98           6          4.85165       1.34877       2.33477        3.83273      13.28355        6 Month LIBOR
99           6          5.59239       1.60107       2.59932        2.78740      13.27656        6 Month LIBOR
100         12          5.32673       1.32673       2.25000        2.25000      12.98414        6 Month LIBOR
101          6          6.00000       2.00000       5.00000        5.00000      13.87500        6 Month LIBOR
102          6          6.00000       2.00000       3.47228        3.47228      14.19158        6 Month LIBOR
103          6          6.00000       1.79116       2.75000        2.75000      13.60241        6 Month LIBOR
104          6          5.89786       1.94518       3.05738        3.91298      13.88723        6 Month LIBOR
105         12          6.00000       2.00000       2.25000        2.25000      13.37500        6 Month LIBOR
106          6          6.00000       2.00000       3.47756        3.47756      13.85916        6 Month LIBOR
107         12          5.00000       2.00000       2.51389        2.51389      12.96359        1 Year LIBOR



                                      IV-2





                                                                  ORIGINAL                                 MONTHS TO
          AGGREGATE                                 ORIGINAL    AMORTIZATION     ORIGINAL    REMAINING     NEXT RATE
          PRINCIPAL       MORTGAGE      NET RATE    IO TERM         TERM          TERM          TERM       ADJUSTMENT
 ID#     BALANCE ($)      RATE (%)        (%)       (MONTHS)      (MONTHS)       (MONTHS)     (MONTHS)        DATE
-----   -------------    ----------    ----------  ----------   -------------   ----------  -----------   ------------

108       353,235.30      6.62500       6.32500        0             480           360          359           83
109      6,532,442.84     7.37469       6.99213      120             240           360          358           82
110       215,757.63      8.09231       7.79231        0             360           360          356           80
111       246,640.29      8.75000       7.50000        0             360           360          357           81
112       60,676.31       7.87500       7.57500        0             480           360          359           83
113       862,428.60      8.37500       8.07500      120             240           360          357           81
114       658,852.23      8.14091       7.84091      120             240           360          357           81
115       688,737.46      7.70049       7.32500        0             360           360          354            1
116       752,929.89      7.67205       7.24705      120             240           360          349            1
117      4,186,395.76     7.91708       7.49208      120             240           360          352            5
118       739,424.73      8.19551       7.78873      120             240           360          354            4
119       983,532.39      6.23393       5.93393        0             360           360          347            7
120      1,419,508.08     6.36761       6.06761       12             348           360          349            8
121      4,363,808.04     7.52759       7.22759      120             240           360          356           10
122       116,047.97      6.37500       6.07500      120             240           360          358           10
123       464,054.63      7.51817       7.21817        0             360           180          178          N/A
124       791,450.12      7.40680       7.10680        0             480           360          358          N/A
125       683,316.22      7.99000       7.49000        0             480           360          358          N/A
126      1,190,332.12     7.66160       7.20247        0             480           360          358          N/A
127      1,940,398.36     8.40553       7.90553        0             540           360          357          N/A
128       392,322.13      9.35000       8.85000        0             600           360          359          N/A
129       83,002.01       7.25000       6.95000        0             120           120          118          N/A
130      8,893,943.30     7.05492       6.71473        0             180           180          177          N/A
131       94,132.59       8.00000       7.70000        0             180           180          165          N/A
132       247,057.89     10.00000       9.50000        0             180           180          178          N/A
133      6,249,575.39     6.40907       6.10907       60             120           180          175          N/A
134       623,631.24      9.37500       9.07500       60             120           180          176          N/A
135      1,186,091.01     7.03615       6.73615       60             120           180          176          N/A
136      1,217,868.40     6.68346       6.38346      120              60           180          174          N/A
137       236,773.88      6.50000       6.20000      120              60           180          176          N/A
138       257,721.23      8.87612       8.42411        0             240           240          235          N/A
139       175,378.03      8.15000       7.65000        0             240           240          237          N/A
140      47,188,108.53    7.73434       7.42456        0             359           359          356          N/A
141       41,600.10       6.98000       6.43000        0             360           360          317          N/A
142      2,519,432.09     8.11723       7.78237        0             360           360          358          N/A
143       235,180.81      8.51896       8.12063        0             360           360          357          N/A
144      8,869,349.63     7.94400       7.52488        0             360           360          358          N/A
145       184,565.51      7.37500       7.07500        0             360           360          359          N/A
146      1,376,556.73     7.38636       7.02807       60             300           360          358          N/A
147      21,458,816.98    7.97000       7.65725      120             240           360          358          N/A
148       492,698.47      8.04287       7.74287      120             240           360          358          N/A
149      3,906,642.58     8.08293       7.78293      120             240           360          358          N/A


                       INITIAL      SUBSEQUENT
          MONTHS       PERIODIC      PERIODIC
          BETWEEN      MORTGAGE      MORTGAGE                     MINIMUM       MAXIMUM
           RATE        RATE CAP      RATE CAP        GROSS       MORTGAGE      MORTGAGE
 ID#    ADJUSTMENT       (%)           (%)        MARGIN (%)     RATE (%)      RATE (%)            INDEX
-----   -----------   ----------   ------------   -----------   -----------   -----------    -----------------

108         12          5.00000       2.00000       2.25000        6.62500      11.62500        1 Year LIBOR
109         12          5.00000       2.00000       2.25000        2.25000      12.37469        1 Year LIBOR
110          6          5.49310       1.31220       2.34123        2.70650      13.58541        6 Month LIBOR
111          6          6.00000       2.00000       2.75000        2.75000      14.75000        6 Month LIBOR
112         12          5.00000       2.00000       3.26000        7.87500      12.87500        6 Month LIBOR
113          6          6.00000       2.00000       2.75000        2.75000      14.37500        6 Month LIBOR
114          6          5.83636       1.83636       2.66818        3.03636      13.97727        6 Month LIBOR
115          1          5.24509       6.00000       2.32549        2.32549      12.00000        1 Month LIBOR
116          1          5.90590       6.00000       2.29705        2.29705      12.00000        1 Month LIBOR
117          6          5.04959       5.27248       2.50405        2.50405      11.81491        6 Month LIBOR
118          6          3.19721       1.00000       3.18004        5.51901      12.70304        6 Month LIBOR
119         12          2.00000       2.00000       2.25000        2.25000      11.00181        1 Year LIBOR
120         12          2.00000       2.00000       2.25000        2.25000      11.24488        1 Year LIBOR
121         12          2.00000       2.00000       2.25000        2.25000      13.25308        1 Year LIBOR
122         12          2.00000       2.00000       2.25000        2.25000      12.37500        1 Year LIBOR
123        N/A              N/A           N/A           N/A            N/A           N/A             N/A
124        N/A              N/A           N/A           N/A            N/A           N/A             N/A
125        N/A              N/A           N/A           N/A            N/A           N/A             N/A
126        N/A              N/A           N/A           N/A            N/A           N/A             N/A
127        N/A              N/A           N/A           N/A            N/A           N/A             N/A
128        N/A              N/A           N/A           N/A            N/A           N/A             N/A
129        N/A              N/A           N/A           N/A            N/A           N/A             N/A
130        N/A              N/A           N/A           N/A            N/A           N/A             N/A
131        N/A              N/A           N/A           N/A            N/A           N/A             N/A
132        N/A              N/A           N/A           N/A            N/A           N/A             N/A
133        N/A              N/A           N/A           N/A            N/A           N/A             N/A
134        N/A              N/A           N/A           N/A            N/A           N/A             N/A
135        N/A              N/A           N/A           N/A            N/A           N/A             N/A
136        N/A              N/A           N/A           N/A            N/A           N/A             N/A
137        N/A              N/A           N/A           N/A            N/A           N/A             N/A
138        N/A              N/A           N/A           N/A            N/A           N/A             N/A
139        N/A              N/A           N/A           N/A            N/A           N/A             N/A
140        N/A              N/A           N/A           N/A            N/A           N/A             N/A
141        N/A              N/A           N/A           N/A            N/A           N/A             N/A
142        N/A              N/A           N/A           N/A            N/A           N/A             N/A
143        N/A              N/A           N/A           N/A            N/A           N/A             N/A
144        N/A              N/A           N/A           N/A            N/A           N/A             N/A
145        N/A              N/A           N/A           N/A            N/A           N/A             N/A
146        N/A              N/A           N/A           N/A            N/A           N/A             N/A
147        N/A              N/A           N/A           N/A            N/A           N/A             N/A
148        N/A              N/A           N/A           N/A            N/A           N/A             N/A
149        N/A              N/A           N/A           N/A            N/A           N/A             N/A



                                      IV-3



EXPLANATORY NOTES AND ADDITIONAL ASSUMPTIONS

      The hypothetical Loan Numbers 1 through 122 represent the adjustable-rate
mortgage loans. The hypothetical Loan Numbers 123 through 149 represent the
fixed-rate mortgage loans.

      The indices under the heading "Index" mean the following: 1 Month LIBOR
means One-Month LIBOR, which remains constant at 5.320% per annum, 6 Month LIBOR
means Six-Month LIBOR, which remains constant at 5.390% per annum, 1 Year LIBOR
means One-Year LIBOR, which remains constant at 5.356% per annum and 1 Year
LIBOR means One-Year U.S. Treasury Index, which remains constant at 4.989%.




PROSPECTUS

MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES AND
ASSET-BACKED NOTES

RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Depositor

RESIDENTIAL FUNDING COMPANY, LLC
Sponsor

The depositor may periodically form separate trusts to issue securities in
series, secured by assets of that trust.

OFFERED SECURITIES   The securities in a series will consist of certificates or
                     notes representing interests in a trust and will be paid
                     only from the assets of that trust. The securities will not
                     represent interests in or obligations of Residential Asset
                     Mortgage Products, Inc., Residential Funding Company, LLC
                     or any of their affiliates. Each series may include
                     multiple classes of securities with differing payment terms
                     and priorities. Credit enhancement will be provided for all
                     offered securities.

TRUST ASSETS         Each trust will consist primarily of:

                     o    mortgage loans secured by first or junior liens on
                          one- to four-family residential properties;

                     o    mortgage loans secured by multifamily residential
                          rental properties consisting of five or more dwelling
                          units;

                     o    mortgage loans secured by first or junior liens on
                          mixed-use properties;

                     o    home equity revolving lines of credit secured by first
                          or junior liens on one- to four-family residential
                          properties, including partial balances of those lines
                          of credit;

                     o    home improvement installment sales contracts and
                          installment loan agreements, either unsecured or
                          secured;

                     o    mortgage loans secured by unimproved land;

                     o    manufactured housing installment sales contracts and
                          installment loan agreements; or

                     o    mortgage or asset-backed securities backed by, and
                          whole or partial participations in, the types of
                          assets listed above.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

October 19, 2006



              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
              PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

     We provide information to you about the securities in two separate
documents that provide progressively more detail:

     o    this prospectus, which provides general information, some of which may
          not apply to your series of securities; and

     o    the accompanying prospectus supplement, which describes the specific
          terms of your series of securities.

     You should rely only on the information provided in this prospectus and
the accompanying prospectus supplement, including the information incorporated
by reference. See "Additional Information," "Reports to Securityholders" and
"Incorporation of Certain Information by Reference." You can request
information incorporated by reference from Residential Asset Mortgage Products,
Inc. by calling us at (952) 857-7000 or writing to us at 8400 Normandale Lake
Boulevard, Suite 250, Minneapolis, Minnesota 55437. We have not authorized
anyone to provide you with different information. We are not offering the
securities in any state where the offer is not permitted.

     Some capitalized terms used in this prospectus are defined in the Glossary
attached to this prospectus.

                                   ----------



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
INTRODUCTION ............................................................      1
THE TRUSTS ..............................................................      1
   General ..............................................................      1
   Characteristics of Loans .............................................      4
   Revolving Credit Loans ...............................................     11
   The Contracts ........................................................     14
   The Mortgaged Properties .............................................     14
   The Agency Securities ................................................     17
   Private Securities ...................................................     18
TRUST ASSET PROGRAM .....................................................     20
   Underwriting Standards ...............................................     20
   The Negotiated Conduit Asset Program .................................     25
DESCRIPTION OF THE SECURITIES ...........................................     27
   General ..............................................................     27
   Form of Securities ...................................................     29
   Assignment of Loans ..................................................     31
   Representations With Respect to Loans ................................     34
   Repurchases of Loans .................................................     35
   Limited Right of Substitution ........................................     36
   Certain Insolvency and Bankruptcy Issues .............................     37
   Assignment of Agency or Private Securities ...........................     38
   Excess Spread and Excluded Spread ....................................     38
   Payments on Loans ....................................................     38
   Withdrawals From the Custodial Account ...............................     41
   Distributions of Principal and Interest on the Securities ............     42
   Advances .............................................................     44
   Prepayment Interest Shortfalls .......................................     45
   Funding Account ......................................................     45
   Reports to Securityholders ...........................................     45
   Servicing and Administration of Loans ................................     47
DESCRIPTION OF CREDIT ENHANCEMENT .......................................     54
   General ..............................................................     54
   Letters of Credit ....................................................     56
   Subordination ........................................................     56
   Overcollateralization and Excess Cash Flow ...........................     57
   Mortgage Pool Insurance Policies and Mortgage Insurance Policies .....     57
   Special Hazard Insurance Policies ....................................     59
   Bankruptcy Bonds .....................................................     60
   Reserve Funds ........................................................     60
   Financial Guaranty Insurance Policies; Surety Bonds ..................     61
   Maintenance of Credit Enhancement ....................................     61
   Reduction or Substitution of Credit Enhancement ......................     62
OTHER FINANCIAL OBLIGATIONS RELATED TO THE SECURITIES ...................     63
   Swaps and Yield Supplement Agreements ................................     63
   Purchase Obligations .................................................     63
INSURANCE POLICIES ON LOANS .............................................     63
   Primary Insurance Policies ...........................................     64
   Standard Hazard Insurance on Mortgaged Properties ....................     65
   Standard Hazard Insurance on Manufactured Homes ......................     67
THE DEPOSITOR ...........................................................     67
RESIDENTIAL FUNDING COMPANY, LLC ........................................     67
THE AGREEMENTS ..........................................................     68
   Events of Default; Rights Upon Event of Default ......................     68
   Amendment ............................................................     71
   Termination; Retirement of Securities ................................     72
   The Trustee ..........................................................     73
   The Owner Trustee ....................................................     73
   The Indenture Trustee ................................................     73
YIELD CONSIDERATIONS ....................................................     74
MATURITY AND PREPAYMENT CONSIDERATIONS ..................................     79
CERTAIN LEGAL ASPECTS OF THE LOANS ......................................     84
   The Mortgage Loans ...................................................     84
   The Manufactured Housing Contracts ...................................     95
   The Home Improvement Contracts .......................................     97
   Enforceability of Certain Provisions .................................     99
   Consumer Protection Laws .............................................     99
   Applicability of Usury Laws ..........................................    100
   Environmental Legislation ............................................    100
   Servicemembers Civil Relief Act ......................................    101
   Default Interest and Limitations on Prepayments ......................    102
   Forfeitures in Drug and RICO Proceedings .............................    102
MATERIAL FEDERAL INCOME TAX CONSEQUENCES ................................    104
   General ..............................................................    104
   Opinions .............................................................    104


                                        i



                                                                            PAGE
                                                                            ----
   Taxation of Owners of REMIC Regular Securities .......................    106
   Taxation of Owners of REMIC Residual Securities ......................    111
   Backup Withholding with Respect to Securities ........................    120
   Foreign Investors in REMIC Regular Securities ........................    120
   Non-REMIC Notes ......................................................    121
STATE AND OTHER TAX CONSEQUENCES ........................................    122
ERISA CONSIDERATIONS ....................................................    122
   Plan Asset Regulations ...............................................    122
   Prohibited Transaction Exemptions ....................................    124
   Considerations for ERISA Plans Regarding the Purchase of Notes .......    129
   Insurance Company General Accounts ...................................    129
   Representations From Investing ERISA Plans ...........................    129
   Tax-Exempt Investors; REMIC Residual Securities ......................    130
   Consultation With Counsel ............................................    130
LEGAL INVESTMENT MATTERS ................................................    130
USE OF PROCEEDS .........................................................    132
METHODS OF DISTRIBUTION .................................................    132
LEGAL MATTERS ...........................................................    133
FINANCIAL INFORMATION ...................................................    134
ADDITIONAL INFORMATION ..................................................    134
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE .......................    135
GLOSSARY ................................................................    136


                                       ii



                                  INTRODUCTION

     The securities offered may be sold from time to time in series. Each series
of certificates will represent in the aggregate the entire beneficial ownership
interest in, and each series of notes in the aggregate will represent
indebtedness of, a trust consisting primarily of the trust assets described in
the following section. The trust assets will have been acquired by the depositor
from one or more affiliated or unaffiliated institutions. Each series of
certificates will be issued under a pooling and servicing agreement among the
depositor, the trustee and master servicer or servicer, or a trust agreement
between the depositor and trustee, all as specified in the accompanying
prospectus supplement. Each series of notes will be issued under an indenture
between the related trust and the indenture trustee specified in the
accompanying prospectus supplement. Unless otherwise specified, references in
this prospectus to the trustee refer to the indenture trustee in the case of a
series of notes. The trust assets for each series of notes will be held in a
trust under a trust agreement and pledged under the indenture to secure a series
of notes as described in this prospectus and in the accompanying prospectus
supplement. The ownership of the trust fund for each series of notes will be
evidenced by certificates issued under the trust agreement, which certificates
are not offered by this prospectus.

                                   THE TRUSTS

GENERAL

     As specified in the accompanying prospectus supplement, the trust for a
series of securities will consist primarily of a segregated pool of assets. The
trust assets will primarily include any combination of the following:

     o    one- to four-family first or junior lien mortgage loans, including
          closed-end home equity loans, Home Loans and Cooperative Loans;

     o    one- to four-family first or junior lien home equity revolving lines
          of credit, which are referred to in this prospectus as revolving
          credit loans;

     o    home improvement installment sales contracts and installment loan
          agreements, which are referred to in this prospectus as home
          improvement contracts, that are either unsecured or secured by first
          or junior liens on one- to four-family residential properties or by
          purchase money security interests in the home improvements financed by
          those home improvement contracts;

     o    manufactured housing installment sales contracts and installment loan
          agreements, which are referred to in this prospectus as manufactured
          housing contracts, secured by security interests in manufactured
          homes;

     o    multifamily first lien mortgage loans;

     o    mortgage loans secured by unimproved land;

     o    partial balances of, or partial interests in, any of the assets
          described above;

     o    Agency Securities and private securities, which as used in this
          prospectus, are mortgage-backed or asset-backed securities issued by
          entities other than Freddie Mac, Fannie Mae and Ginnie Mae that
          represent interests in or are secured by any of the assets described
          above, including pass-through certificates, participation certificates
          or other instruments that evidence interests in or are secured by
          these assets;

     o    all payments and collections derived from the trust assets described
          above after the related cut-off date, other than Excluded Spread or
          other interest retained by the depositor or any of its affiliates with
          respect to any trust asset, as from time to time are identified as
          deposited in the Custodial Account and in the related Payment Account;

     o    property acquired by foreclosure on the mortgaged properties or other
          security for the trust assets or deed in lieu of foreclosure, and
          portions of proceeds from the disposition of any related Additional
          Collateral or Pledged Assets;


                                        1



     o    hazard insurance policies and primary insurance policies, if any; and

     o    any one or a combination, if applicable and to the extent specified in
          the accompanying prospectus supplement, of a letter of credit,
          purchase obligation, mortgage pool insurance policy, mortgage
          insurance policy, contract pool insurance policy, special hazard
          insurance policy, reserve fund, bankruptcy bond, financial guaranty
          insurance policy, derivative products, surety bond or other similar
          types of credit enhancement as described under "Description of Credit
          Enhancement."

     As used in this prospectus, mortgage loans includes:

     o    mortgage loans or closed-end home equity loans secured by first or
          junior liens on one- to four- family residential properties;

     o    Interest Only Loans;

     o    Home Loans;

     o    Cooperative Loans;

     o    mortgage loans secured by first liens on multifamily property;

     o    mortgage loans secured by first or junior liens on Mixed-Use
          Properties; and

     o    mortgage loans secured by unimproved land.

     Unless the context indicates otherwise, as used in this prospectus,
Contracts includes:

     o    manufactured housing contracts; and

     o    home improvement contracts.

     The mortgage loans, revolving credit loans and, if applicable, the
contracts will be evidenced by mortgage notes secured by mortgages, deeds of
trust or other similar security instruments creating first or junior liens on
one- to four-family residential properties, unimproved land, multifamily
property or Mixed-Use Property. Unless the context indicates otherwise, mortgage
notes includes Cooperative Notes; mortgages include security agreements for
Cooperative Notes; and mortgaged properties may include shares in the related
Cooperative and the related proprietary leases or occupancy agreements securing
Cooperative Notes. In addition, if specified in the accompanying prospectus
supplement relating to a series of securities, a mortgage pool may contain
Additional Collateral Loans or Pledged Asset Mortgage Loans that are secured, in
addition to the related mortgaged property, by Additional Collateral or Pledged
Assets.

     The mortgage loans, revolving credit loans and the contracts are referred
to in this prospectus collectively as the loans. In connection with a series of
securities backed by revolving credit loans, if the accompanying prospectus
supplement indicates that the pool consists of certain balances of the revolving
credit loans, then the term "revolving credit loans" in this prospectus refers
only to those balances.

     If specified in the accompanying prospectus supplement, the trust
underlying a series of securities may include Agency Securities or private
securities. For any series of securities backed by Agency Securities or private
securities, the entity that administers the private securities or Agency
Securities may be referred to as the manager, if stated in the accompanying
prospectus supplement. The private securities in the trust may have been issued
previously by the depositor or an affiliate, an unaffiliated financial
institution or other entity engaged in the business of mortgage lending or a
limited purpose corporation organized for the purpose of, among other things,
acquiring and depositing loans into trusts, and selling beneficial interests in
those trusts. As specified in the accompanying prospectus supplement, the Agency
Securities or private securities will primarily be similar to securities offered
hereunder in their collateral and their cash flows. The primary collateral for
both the private securities and the related securities will be the same pool of
mortgage loans. Payments on the Agency Securities or private securities will be
passed through to holders of the related securities. As to any series of
securities, the accompanying prospectus supplement will include a description of
any Agency Securities or private securities along with any related credit
enhancement, and the trust assets underlying those private securities will be
described together with any other trust assets included in the pool relating to
that series.


                                        2



     In addition, as to any series of securities secured by private securities,
the private securities may consist of an ownership interest in a structuring
entity formed by the depositor for the limited purpose of holding the trust
assets relating to the series of securities. This special purpose entity may be
organized in the form of a trust, limited partnership or limited liability
company, and will be structured in a manner that will insulate the holders of
securities from liabilities of the special purpose entity. The provisions
governing the special purpose entity will restrict the special purpose entity
from engaging in or conducting any business other than the holding of trust
assets and any related assets and the issuance of ownership interests in the
trust assets and some incidental activities. Any ownership interest in the
special purpose entity will evidence an ownership interest in the related trust
assets as well as the right to receive specified cash flows derived from the
trust assets, as described in the accompanying prospectus supplement.

     Each trust asset will be selected by the depositor for inclusion in a pool
from among those purchased by the depositor from any of the following sources:

     o    directly or through its affiliates, including Residential Funding
          Company, LLC;

     o    sellers who are affiliates of the depositor including Homecomings
          Financial, LLC and GMAC Mortgage Corporation; or

     o    savings banks, savings and loan associations, commercial banks, credit
          unions, insurance companies or similar institutions that are
          supervised and/or examined by a federal or state authority, lenders
          approved by the United States Department of Housing and Urban
          Development, known as HUD, mortgage bankers, investment banking firms,
          the Federal Deposit Insurance Corporation, known as the FDIC, or other
          regulated and unregulated mortgage loan originators or sellers,
          including brokers, not affiliated with the depositor, all as described
          in the accompanying prospectus supplement.

     The sellers may include state or local government housing finance agencies.
If so described in the accompanying prospectus supplement, the depositor may
issue one or more classes of securities to a seller as consideration for the
purchase of the trust assets securing such series of securities. If a pool is
composed of trust assets acquired by the depositor directly from sellers other
than Residential Funding Company, LLC, the accompanying prospectus supplement
will specify the extent of trust assets so acquired.

     The trust assets may also be delivered to the depositor in a Designated
Seller Transaction. A "Designated Seller Transaction" is a transaction in which
the mortgage loans are provided to the depositor by an unaffiliated seller, as
more fully described in the related prospectus supplement. Securities issued in
Designated Seller Transactions may be sold in whole or in part to any designated
seller identified in the accompanying prospectus supplement in exchange for the
related trust assets, or may be offered under any of the other methods described
in this prospectus under "Methods of Distribution." The accompanying prospectus
supplement for a Designated Seller Transaction will include information provided
by the designated seller about the designated seller, the trust assets and the
underwriting standards applicable to the loans. All representations and
warranties with respect to the trust assets sold in a Designated Seller
Transaction will be made only by the applicable unaffiliated seller, referred to
herein as the Designated Seller. The depositor will take reasonable steps to
ensure that the trust assets in a Designated Seller Transaction satisfy the
eligibility criteria for securitization transactions registered on Form S-3 with
the Securities and Exchange Commission. The depositor will limit Designated
Seller Transactions to creditworthy unaffiliated sellers. In addition, the
depositor will obtain from Designated Sellers representations and warranties
regarding specific characteristics of the trust assets, together with an
obligation to repurchase any trust assets that do not satisfy such
representations and warranties. Furthermore, the depositor will obtain from the
Designated Sellers the obligation to indemnify the depositor against any
liabilities resulting from a breach of such representations and warranties.

     Any seller, including any designated seller, or Residential Funding
Company, LLC may retain or acquire any Excluded Balances for any related
revolving credit loans, or any loan secured by a mortgage senior or subordinate
to any loan included in any pool.

     The depositor will cause the trust assets constituting each pool to be
assigned without recourse to the trustee named in the accompanying prospectus
supplement, for the benefit of the holders of all of the securities of a series.
The master servicer or servicer, which may be an affiliate of the depositor,
named


                                        3



in the accompanying prospectus supplement will service the loans, either
directly or through subservicers or a Special Servicer, under a servicing
agreement and will receive a fee for its services. See "The Trusts" and
"Description of the Securities." As to those loans serviced by the master
servicer or a servicer through a subservicer, the master servicer or servicer,
as applicable, will remain liable for its servicing obligations under the
related servicing agreement as if the master servicer or servicer alone were
servicing the trust assets. With respect to those mortgage loans serviced by a
Special Servicer, the Special Servicer will be required to service the related
mortgage loans in accordance with a servicing agreement between the servicer and
the Special Servicer, and will receive the fee specified in that agreement;
however, the master servicer or servicer will remain liable for its servicing
obligations under the related servicing agreement as if the master servicer or
servicer alone were servicing the related trust assets. In addition to or in
place of the master servicer or servicer for a series of securities, the
accompanying prospectus supplement may identify an Administrator for the trust.
The Administrator may be an affiliate of the depositor. All references in this
prospectus to the master servicer and any discussions of the servicing and
administration functions of the master servicer or servicer will also apply to
the Administrator to the extent applicable. The master servicer's obligations
relating to the trust assets will consist principally of its contractual
servicing obligations under the related pooling and servicing agreement or
servicing agreement, including its obligation to use its best efforts to enforce
purchase obligations of Residential Funding Company, LLC or, in some instances,
the Special Servicer, the designated seller or seller, as described in this
prospectus under "Description of the Securities--Representations With Respect to
Loans" and "--Assignment of Loans" or under the terms of any private securities.

CHARACTERISTICS OF LOANS

     The loans may be secured by mortgages or deeds of trust, deeds to secure
debt or other similar security instruments creating a first or junior lien on or
other interests in the related mortgaged properties. Cooperative Loans are
evidenced by promissory notes secured by a first or junior lien on the shares
issued by Cooperatives and on the related proprietary leases or occupancy
agreements granting exclusive rights to occupy specific units within a
Cooperative.

     The proceeds of the loans, other than the loans made to finance the
purchase of the mortgaged properties, may be used by the borrower to improve the
related mortgaged properties, may be retained by the related borrowers or may be
used for purposes unrelated to the mortgaged properties.

     As described in the accompanying prospectus supplement, the loans may
include loans insured by the Federal Housing Administration, known as FHA, a
division of HUD, loans partially guaranteed by the Veterans Administration,
known as VA, and loans that are not insured or guaranteed by the FHA or VA. As
described in the accompanying prospectus supplement, the loans may be of one or
more of the following types, and may include one or more of the following
characteristics:

     o    adjustable rate loans, known as ARM loans;

     o    negatively amortizing ARM loans;

     o    Balloon Loans;

     o    Interest Only Loans;

     o    Convertible Mortgage Loans;

     o    Buy-Down Loans;

     o    Additional Collateral Loans;

     o    Pledged Asset Mortgage Loans;

     o    simple interest loans;

     o    actuarial loans;

     o    delinquent loans;

     o    re-performing loans;


                                        4



     o    Mexico Loans;

     o    Cooperative Loans;

     o    Homeownership Act Loans;

     o    GPM Loans, which have monthly payments that increase in amount over
          time, until they are fully ammortizing;

     o    GEM Loans;

     o    fixed rate loans;

     o    loans that have been modified;

     o    loans that provide for payment on a bi-weekly or other non-monthly
          basis during the term of the loan; and

     o    loans that provide for the reduction of the interest rate based on the
          payment performance of the loans.

     The accompanying prospectus supplement will provide information concerning
the types and characteristics of the loans and other assets included in the
related trust. Each prospectus supplement applicable to a series of securities
will include information to the extent then available to the depositor, as of
the related cut-off date, if appropriate, on an approximate basis.

     The information in the accompanying prospectus supplement may include, if
applicable:

     o    the aggregate principal balance of the trust assets;

     o    the type of property securing the loans and related lien priority, if
          any;

     o    the original or modified and/or remaining terms to maturity of the
          loans;

     o    the range of principal balances of the loans at origination or
          modification;

     o    the aggregate credit limits and the range of credit limits of the
          related credit line agreements in the case of revolving credit loans;

     o    the range of the years of origination of the loans;

     o    the earliest origination or modification date and latest maturity date
          of the loans;

     o    the loan-to-value ratios, known as LTV ratios, or the combined LTV
          ratios, known as CLTV ratios, of the loans, as applicable;

     o    the weighted average loan rate and range of loan rates borne by the
          loans;

     o    the applicable index, the range of gross margins, the weighted average
          gross margin, the frequency of adjustments and maximum loan rate;

     o    the geographic distribution of the mortgaged properties;

     o    the number and percentage of home improvement contracts that are
          partially insured by the FHA under Title I;

     o    the weighted average junior ratio and Credit Utilization Rate;

     o    the weighted average and range of debt-to-income ratios;

     o    the weighted average and range of debt service coverage ratios, in the
          case of multifamily residential rental properties;

     o    the distribution of loan purposes; and

     o    the range of Credit Scores.

     A Current Report on Form 8-K will be available on request to holders of the
related series of securities and will be filed, together with the related
pooling and servicing agreement or trust agreement,


                                        5



for each series of certificates, or the related trust agreement and indenture,
for each series of notes, with the Securities and Exchange Commission within
fifteen days after the initial issuance of the securities. The composition and
characteristics of a pool containing revolving credit loans may change from time
to time as a result of any Draws made after the related cut-off date under the
related credit line agreements that are included in the pool. If trust assets
are added to or deleted from the trust after the date of the accompanying
prospectus supplement but prior to the closing date, other than as a result of
any Draws, the addition or deletion will be noted in the Form 8-K.

     Some of the loans may be "equity refinance" loans, as to which a portion of
the proceeds are used to refinance an existing loan, and the remaining proceeds
may be retained by the borrower or used for purposes unrelated to the mortgaged
property. Alternatively, the loans may be "rate and term refinance" loans, as to
which substantially all of the proceeds, net of related costs incurred by the
borrower, are used to refinance an existing loan or loans, which may include a
junior lien, primarily in order to change the interest rate or other terms of
the existing loan. All of these types of loans are nevertheless secured by
mortgaged properties.

     The loans may be loans that have been consolidated and/or have had various
terms changed, loans that have been converted from adjustable rate loans to
fixed rate loans, or construction loans which have been converted to permanent
loans. If a loan is a modified loan, references to origination typically shall
refer to the date of modification.

Prepayment on the Loans

     In some cases, loans may be prepaid by the borrowers at any time without
payment of any prepayment fee or penalty. In addition, the borrower under a
revolving credit loan has the right during the related Draw Period to make a
Draw in the amount of any prepayment made with respect to the loan. The
prospectus supplement will disclose whether a material portion of the loans
provide for payment of a prepayment charge if the borrower prepays within a
specified time period. This charge may affect the rate of prepayment. The master
servicer or servicer or another entity described in the accompanying prospectus
supplement will generally be entitled to all prepayment charges and late payment
charges received on the loans and those amounts will not be available for
payment on the securities unless the prospectus supplement discloses that those
charges will be available for payment. However, some states' laws restrict the
imposition of prepayment charges even when the loans expressly provide for the
collection of those charges. As a result, it is possible that prepayment charges
may not be collected even on loans that provide for the payment of these
charges. See "Certain Legal Aspects of the Loans--Default Interest and
Limitations on Prepayments."

ARM Loans

     In most cases, ARM loans will have an original or modified term to maturity
of not more than 30 years. The loan rate for ARM loans usually adjusts initially
after a specified period subsequent to the initial payment date and thereafter
at either one-month, three-month, six-month, one-year or other intervals, with
corresponding adjustments in the amount of monthly payments, over the term of
the loan, and at any time is equal the sum of a fixed percentage described in
the related mortgage note, known as the gross margin, and an index, subject to
the maximum rate specified in the mortgage note and permitted by applicable law.
The accompanying prospectus supplement will describe the relevant index and the
highest, lowest and weighted average gross margin for the ARM loans in the
related pool. The accompanying prospectus supplement will also indicate any
periodic or lifetime limitations on changes in any per annum loan rate at the
time of any adjustment. An ARM loan may include a provision that allows the
borrower to convert the adjustable loan rate to a fixed rate at specified times
during the term of the ARM loan. The index or indices for a particular pool will
be specified in the accompanying prospectus supplement and may include one of
the following indexes:

     o    the weekly average yield on U.S. Treasury securities adjusted to a
          constant maturity of six months, one year or other terms to maturity;

     o    the weekly auction average investment yield of U.S. Treasury bills of
          various maturities;


                                        6



     o    the daily bank prime loan rate as quoted by financial industry news
          sources;

     o    the cost of funds of member institutions of any of the regional
          Federal Home Loan Banks;

     o    the interbank offered rates for U.S. dollar deposits in the London
          market, each calculated as of a date prior to each scheduled interest
          rate adjustment date which will be specified in the accompanying
          prospectus supplement; or

     o    the weekly average of secondary market interest rates on six-month
          negotiable certificates of deposit.

     ARM loans have features that provide different investment considerations
than fixed-rate loans. Adjustable loan rates can cause payment increases that
may exceed some borrowers' capacity to cover those payments. Some ARM loans, may
be teaser loans, with an introductory rate that is lower than the rate that
would be in effect if the applicable index and gross margin were used to
determine the loan rate. As a result of the introductory rate, interest
collections on the loans may initially be lower than expected. Commencing on
their first adjustment date, the loan rates on the teaser loans will be based on
the applicable index and gross margin, subject to any rate caps applicable to
the first adjustment date. An ARM loan may provide that its loan rate may not be
adjusted to a rate above the applicable maximum loan rate or below the
applicable minimum loan rate, if any, for the ARM loan. In addition, some of the
ARM loans may provide for limitations on the maximum amount by which their loan
rates may adjust for any single adjustment period. Some ARM loans provide for
limitations on the amount of scheduled payments of principal and interest, or
may have other features relating to payment adjustment as described in the
accompanying prospectus supplement.

     Some ARM loans may permit the borrower to select from various payment
options on each payment date. Those options may include a payment of accrued
interest only, a minimum payment based on an amortization schedule that may not
be sufficient to cover accrued interest on the ARM loan thus producing negative
amortization, a monthly payment that would fully amortize the ARM loan over its
remaining term to maturity at the current interest rate, and a monthly payment
that would fully amortize the ARM loan over a shorter period at the current
interest rate.

Negatively Amortizing ARM Loans

     Certain ARM loans may be subject to negative amortization from time to time
prior to their maturity. Negative amortization results if the accrued monthly
interest exceeds the scheduled payment. Negative amortization often results from
either the adjustment of the loan rate on a more frequent basis than the
adjustment of the scheduled payment or the application of a cap on the size of
the scheduled payment. In addition, ARM loans with payment options described
above may produce negative amortization if the borrower chooses an option that
does not cover the accrued interest on the ARM loan. If the scheduled payment is
not sufficient to pay the accrued monthly interest on a negative amortization
ARM loan, the amount of accrued monthly interest that exceeds the scheduled
payment on the loans is added to the principal balance of the ARM loan, bears
interest at the loan rate and is repaid from future scheduled payments.

     Negatively amortizing ARM loans in most cases do not provide for the
extension of their original stated maturity to accommodate changes in their loan
rate. Investors should be aware that a loan secured by a junior lien may be
subordinate to a negatively amortizing senior loan. An increase in the principal
balance of the loan secured by a senior lien on the related mortgaged property
may cause the sum of the outstanding principal balance of the senior loan and
the outstanding principal balance of the junior loan to exceed the sum of the
principal balances at the time of origination of the junior loan. The
accompanying prospectus supplement will specify whether the ARM loans underlying
a series allow for negative amortization and the percentage, if known, of any
loans that are subordinate to any related senior loan that allows for negative
amortization.

Balloon Loans

     As specified in the prospectus supplement, a pool may include Balloon
Loans. Balloon Loans generally require a monthly payment of a predetermined
amount that will not fully amortize the loan until


                                        7



the maturity date, at which time the Balloon Amount will be due and payable.
Payment of the Balloon Amount, which, based on the amortization schedule of
those loans, is expected to be a substantial amount and will typically depend on
the mortgagor's ability to obtain refinancing of the related mortgage loan or to
sell the mortgaged property prior to the maturity of the Balloon Loan. The
ability to obtain refinancing will depend on a number of factors prevailing at
the time refinancing or sale is required, including, without limitation, real
estate values, the mortgagor's financial situation, the level of available
mortgage loan interest rates, the mortgagor's equity in the related mortgaged
property, tax laws, prevailing general economic conditions and the terms of any
related first lien mortgage loan. Neither the depositor, the master servicer or
servicer, the trustee, as applicable, nor any of their affiliates will be
obligated to refinance or repurchase any mortgage loan or to sell the mortgaged
property.

Interest Only Loans

     As specified in the prospectus supplement, a pool may include Interest Only
Loans. Interest Only Loans generally require that a borrower make monthly
payments of accrued interest, but not principal, for a predetermined period
following origination (commonly referred to as an "interest-only period"). After
the interest-only period, the borrower's monthly payment generally will be
recalculated to cover both interest and principal so that the Interest Only Loan
will be paid in full by its final payment date. As a result, if the monthly
payment increases, the borrower may not be able to pay the increased amount and
may default or refinance the Interest Only Loan to avoid the higher payment.
Because no scheduled principal payments are required to be made during the
interest-only period, the related offered certificates will receive smaller
scheduled principal distributions during that period than they would have
received if the borrower were required to make monthly payments of interest and
principal from origination. In addition, because a borrower is not required to
make scheduled principal payments during the interest-only period, the principal
balance of an Interest Only Loan may be higher than the principal balance of a
similar mortgage loan that requires payment of principal and interest throughout
the entire term of the mortgage loan, and a higher principal balance may result
in a greater loss upon the liquidation of an Interest Only Loan due to a
default.

Convertible Mortgage Loans

     On any conversion of a Convertible Mortgage Loan, the depositor, the master
servicer or servicer or a third party may be obligated to purchase the converted
mortgage loan. Alternatively, if specified in the accompanying prospectus
supplement, the depositor, Residential Funding Company, LLC or another party may
agree to act as remarketing agent for the converted mortgage loans and, in that
capacity, to use its best efforts to arrange for the sale of the converted
mortgage loans under specified conditions. On the failure of any party so
obligated to purchase any converted mortgage loan, the inability of any
remarketing agent to arrange for the sale of any converted mortgage loan or the
unwillingness of the remarketing agent to exercise any election to purchase any
converted mortgage loan for its own account, the related pool will thereafter
include both fixed rate and adjustable rate mortgage loans. If specified in the
accompanying prospectus supplement, neither the depositor nor any other party
will be obligated to repurchase or remarket any converted mortgage loan, and, as
a result, converted mortgage loans will remain in the related pool.

Buy-Down Loans

     In the case of Buy-Down Loans, the monthly payments made by the borrower
during the Buy-Down Period will be less than the scheduled monthly payments on
the mortgage loan, the resulting difference to be made up from:

     o    Buy-Down Funds contributed by the seller of the mortgaged property or
          another source and placed in the Buy-Down Account;

     o    if the Buy-Down Funds are contributed on a present value basis,
          investment earnings on the Buy-Down Funds; or

     o    additional buy-down funds to be contributed over time by the
          borrower's employer or another source.


                                        8



     All Buy-Down Funds will be available to fund scheduled principal and
interest payments on the related mortgage loans. See "Description of the
Securities--Payments on Loans--Buy-Down Loans."

Additional Collateral Loans

     If stated in the accompanying prospectus supplement, a trust will contain
Additional Collateral Loans. The Additional Collateral Requirement will in most
cases terminate when the LTV ratio of the mortgage loan is reduced to a
predetermined level, which in most cases shall not be more than 80%, as a result
of a reduction in the loan amount caused by principal payments by the borrower
under the mortgage loan or an increase in the appraised value of the related
mortgaged property.

     The servicer of the Additional Collateral Loan will be required, in
accordance with the master servicer's or servicer's servicing guidelines or its
normal servicing procedures, to attempt to realize on any Additional Collateral
if the related Additional Collateral Loan is liquidated on default. The right to
receive proceeds from the realization of Additional Collateral on any
liquidation will be assigned to the related trustee. No assurance can be given
as to the amount of proceeds, if any, that might be realized from the Additional
Collateral and thereafter remitted to the trustee.

     The prospectus supplement relating to any mortgage pool that includes a
material amount of Additional Collateral Loans will describe the insurance
company that will issue a limited purpose surety bond insuring any deficiency in
the amounts realized by the Additional Collateral Loan seller from the
liquidation of Additional Collateral, up to the amount of the Additional
Collateral Requirement. In general, this surety bond will be issued by an
insurance company whose claims-paying ability is rated in the highest long-term
rating category by each rating agency that rated the applicable series of
securities. For additional considerations concerning the Additional Collateral
Loans, see "Certain Legal Aspects of Loans--The Mortgage Loans--Anti-Deficiency
Legislation and Other Limitations on Lenders."

Pledged Asset Mortgage Loans

     If stated in the accompanying prospectus supplement, a mortgage pool may
include Pledged Asset Mortgage Loans. Each Pledged Asset will be held by a
custodian for the benefit of the trustee for the trust in which the related
Pledged Asset Mortgage Loan is held, and will be invested in investment
obligations permitted by the rating agencies rating the related series of
securities. The amount of the Pledged Assets will be determined by the seller in
accordance with its underwriting standards, but in most cases will not be more
than an amount that, if applied to reduce the original principal balance of the
mortgage loan, would reduce that principal balance to less than 70% of the
appraised value of the mortgaged property.

     If, following a default by the borrower and the liquidation of the related
mortgaged property, there remains a loss on the related mortgage loan, a limited
liability company will be required to pay to the master servicer or the servicer
on behalf of the trustee the amount of that loss, up to the pledged amount for
that mortgage loan. If the borrower becomes a debtor in a bankruptcy proceeding,
there is a significant risk that the Pledged Assets will not be available to be
paid to the securityholders. At the borrower's request, and in accordance with
some conditions, the Pledged Assets may be applied as a partial prepayment of
the mortgage loan. The Pledged Assets will be released to the limited liability
company if the outstanding principal balance of the mortgage loan has been
reduced by the amount of the Pledged Assets.

Actuarial Loans

     Monthly payments made by or on behalf of the borrower for each loan, in
most cases, will be one-twelfth of the applicable loan rate times the unpaid
principal balance, with any remainder of the payment applied to principal. This
is known as an actuarial loan.

Simple Interest Loans

     If specified in the accompanying prospectus supplement, a portion of the
loans underlying a series of securities may be simple interest loans. A simple
interest loan provides the amortization of the amount financed under the loan
over a series of equal monthly payments, except, in the case of a Balloon Loan,


                                        9



the final payment. Each monthly payment consists of an installment of interest
which is calculated on the basis of the outstanding principal balance of the
loan multiplied by the stated loan rate and further multiplied by a fraction,
with the numerator equal to the number of days in the period elapsed since the
preceding payment of interest was made and the denominator equal to the number
of days in the annual period for which interest accrues on the loan. As payments
are received under a simple interest loan, the amount received is applied first
to interest accrued to the date of payment and then the remaining amount is
applied to pay any unpaid fees and then to reduce the unpaid principal balance.
Accordingly, if a borrower pays a fixed monthly installment on a simple interest
loan before its scheduled due date, the portion of the payment allocable to
interest for the period since the preceding payment was made will be less than
it would have been had the payment been made as scheduled, and the portion of
the payment applied to reduce the unpaid principal balance will be
correspondingly greater. On the other hand, if a borrower pays a fixed monthly
installment after its scheduled due date, the portion of the payment allocable
to interest for the period since the preceding payment was made will be greater
than it would have been had the payment been made as scheduled, and the
remaining portion, if any, of the payment applied to reduce the unpaid principal
balance will be correspondingly less. If each scheduled payment under a simple
interest loan is made on or prior to its scheduled due date, the principal
balance of the loan will amortize more quickly than scheduled. However, if the
borrower consistently makes scheduled payments after the scheduled due date, the
loan will amortize more slowly than scheduled. If a simple interest loan is
prepaid, the borrower is required to pay interest only to the date of
prepayment. The variable allocations among principal and interest of a simple
interest loan may affect the distributions of principal and interest on the
securities, as described in the accompanying prospectus supplement.

Delinquent Loans

     Some pools may include loans that are one or more months delinquent with
regard to payment of principal or interest at the time of their deposit into a
trust. The accompanying prospectus supplement will set forth the percentage of
loans that are so delinquent. Delinquent loans are more likely to result in
losses than loans that have a current payment status.

Re-Performing Loans

     The term "re-performing loans" includes (i) repayment plan loans and
bankruptcy plan loans that had arrearages when the repayment plan was entered
into, and (ii) trial modification loans. These loans may be acquired by a
designated seller or Residential Funding Company, LLC from a wide variety of
sources through bulk or periodic sales. The re-performing loans were originally
either:

     o    acquired by the designated seller or Residential Funding Company, LLC
          as a performing loan;

     o    acquired under Residential Funding Company, LLC's negotiated conduit
          asset program; or

     o    acquired by the designated seller or Residential Funding Company, LLC
          as a delinquent loan with a view toward establishing a repayment plan.

     In the case of loans that are acquired by Residential Funding Company, LLC
as delinquent loans with a view toward establishing a repayment plan, no
determination is made as to whether the loans complied with the underwriting
criteria of any specific origination program. In each case, however, at the time
of purchase, every loan is evaluated by Residential Funding Company, LLC. This
includes obtaining an evaluation of the related property value, a review of the
credit and collateral files, and a review of the servicing history on the loan.
The information is used to assess both the borrower's willingness and capacity
to pay, and the underlying collateral value. The rate of default on
re-performing loans is more likely to be higher than the rate of default on
loans that have not previously been in arrears.

     Repayment Plan Loans and Bankruptcy Plan Loans. Some of the loans may be
loans where the borrower in the past has failed to pay one or more required
scheduled monthly payments or tax and insurance payments, and the borrower has
entered into either a repayment plan, or a confirmed bankruptcy plan in a case
under Chapter 13 of Title 11 of the United States Code, known as the Bankruptcy
Code, under which the borrower has agreed to repay these arrearages in
installments under a schedule, in exchange for the related master servicer or
servicer agreeing not to foreclose on the related


                                       10



mortgaged property or other security. For each loan subject to a repayment plan,
or a confirmed bankruptcy plan, the borrower shall have made at least an
aggregate of its three most recent scheduled monthly payments prior to the
cut-off date.

     The right to receive all arrearages payable under the repayment plan will
not be included as part of the trust and, accordingly, payments made on these
arrearages will not be payable to the securityholders. The borrowers under any
confirmed bankruptcy plan will make separate payments for their scheduled
monthly payments and for their arrearages. The borrowers under any repayment
plan will make a single payment, which will be applied first to their scheduled
monthly payment and second to the arrearage. In either case, the master servicer
or servicer may immediately commence foreclosure if, in the case of a bankruptcy
plan, both payments are not received and the bankruptcy court has authorized
that action or, in the case of a repayment plan, the payment is insufficient to
cover both the monthly payment and the arrearage.

     Trial Modification Loans. Some of the loans may be loans where the borrower
in the past has failed to pay scheduled monthly payments, and the borrower has
entered into a trial modification agreement. Generally, under this arrangement:

     o    the borrower agrees to pay a reduced monthly payment for a specified
          trial period typically lasting 3 to 6 months;

     o    if the borrower makes all required monthly payments during the trial
          period, at the end of the trial period, the original loan terms will
          be modified to reflect terms stated in the trial modification
          agreement. The modifications may include a reduced interest rate, the
          forgiveness of some arrearages, the capitalization of some arrearages,
          an extension of the maturity, or a provision for a balloon payment at
          maturity;

     o    if the borrower makes all required payments during the trial period,
          the monthly payment amount will continue to be the monthly payment in
          effect during the trial period, with no additional repayment of
          arrearages; and

     o    if the borrower fails to make any of the required payments during the
          trial period, the modified terms will not take effect, and a
          foreclosure action may be commenced immediately. None of the
          depositor, the seller, the designated seller, the master servicer or
          the servicer, as applicable, will have any obligation to repurchase
          the related loan under those circumstances unless that repurchase
          obligation is described in the related prospectus supplement.

Modified Loans

     Some pools may include loans that have been modified by the master
servicer, the servicer or a subservicer prior to the related cut-off date.
Generally, the types of modifications that modified loans have are (a) a
reduction in the interest rate, (b) a change in the monthly payment, (c) a
re-amortization of the principal balance, or (d) a modification agreed to by the
borrower that is similar to the modifications described in clauses (a) through
(c) above.

REVOLVING CREDIT LOANS

General

     The revolving credit loans will be originated under credit line agreements
subject to a maximum amount or credit limit. In most instances, interest on each
revolving credit loan will be calculated based on the average daily balance
outstanding during the billing cycle. The billing cycle in most cases will be
the calendar month preceding a due date. Each revolving credit loan will have a
loan rate that is subject to adjustment on the day specified in the related
mortgage note, which may be daily or monthly, equal to the sum of (a) the index
on the day specified in the accompanying prospectus supplement, and (b) the
gross margin specified in the related mortgage note, which may vary under some
circumstances, subject to the maximum rate specified in the mortgage note and
the maximum rate permitted by applicable law. If specified in the prospectus
supplement, some revolving credit loans may be teaser loans with an


                                       11



introductory rate that is lower than the rate that would be in effect if the
applicable index and gross margin were used to determine the loan rate. As a
result of the introductory rate, interest collections on the loans may initially
be lower than expected. Commencing on their first adjustment date, the loan
rates on the teaser loans will be based on the applicable index and gross
margin. The index or indices will be specified in the related prospectus
supplement and may include one of the indices mentioned under "--Characteristics
of Loans."

     Unless specified in the accompanying prospectus supplement, each revolving
credit loan will have a term to maturity from the date of origination of not
more than 25 years. The borrower for each revolving credit loan may make a Draw
under the related credit line agreement at any time during the Draw Period.
Unless specified in the accompanying prospectus supplement, the Draw Period will
not be more than 15 years. Unless specified in the accompanying prospectus
supplement, for each revolving credit loan, if the Draw Period is less than the
full term of the revolving credit loan, the related borrower will not be
permitted to make any Draw during the Repayment Period. Prior to the Repayment
Period, or prior to the date of maturity for loans without Repayment Periods,
the borrower for each revolving credit loan will be obligated to make monthly
payments on the revolving credit loan in a minimum amount as specified in the
related mortgage note, which usually will be the finance charge for each billing
cycle as described in the second following paragraph. In addition, if a
revolving credit loan has a Repayment Period, during this period, the borrower
is required to make monthly payments consisting of principal installments that
would substantially amortize the principal balance by the maturity date, and to
pay any current finance charges and additional charges.

     The borrower for each revolving credit loan will be obligated to pay off
the remaining account balance on the related maturity date, which may be a
substantial principal amount. The maximum amount of any Draw for any revolving
credit loan is equal to the excess, if any, of the credit limit over the
principal balance outstanding under the mortgage note at the time of the Draw.
Draws will be funded by the seller, designated seller or other entity specified
in the accompanying prospectus supplement.

     Unless specified in the accompanying prospectus supplement, for each
revolving credit loan:

     o    the finance charge for any billing cycle, in most cases, will be an
          amount equal to the aggregate of, as calculated for each day in the
          billing cycle, the then-applicable loan rate divided by 365 multiplied
          by that day's principal balance;

     o    the account balance on any day in most cases will be the aggregate of
          the unpaid principal of the revolving credit loan outstanding at the
          beginning of the day, plus all related Draws funded on that day and
          outstanding at the beginning of that day, plus the sum of any unpaid
          finance charges and any unpaid fees, insurance premiums and other
          charges, collectively known as additional charges, that are due on the
          revolving credit loan minus the aggregate of all payments and credits
          that are applied to the repayment of any Draws on that day; and

     o    the principal balance on any day usually will be the related account
          balance minus the sum of any unpaid finance charges and additional
          charges that are due on the revolving credit loan.

     Payments made by or on behalf of the borrower for each revolving credit
loan, in most cases, will be applied, first, to any unpaid finance charges that
are due on the revolving credit loan, second, to any unpaid additional charges
that are due thereon, and third, to any related Draws outstanding.

     The mortgaged property securing each revolving credit loan will be subject
to the lien created by the related loan in the amount of the outstanding
principal balance of each related Draw or portion thereof, if any, that is not
included in the related pool, whether made on or prior to the related cut-off
date or thereafter. The lien will be the same rank as the lien created by the
mortgage relating to the revolving credit loan, and monthly payments,
collections and other recoveries under the credit line agreement related to the
revolving credit loan will be allocated as described in the related prospectus
supplement among the revolving credit loan and the outstanding principal balance
of each Draw or portion of Draw excluded from the pool. The depositor, an
affiliate of the depositor or an unaffiliated seller may have an interest in any
Draw or portion thereof excluded from the pool. If any entity with an interest
in a Draw or portion thereof excluded from the pool or any other Excluded
Balance were to become a debtor under the Bankruptcy Code and regardless of
whether the transfer of the related revolving credit loan


                                       12



constitutes an absolute assignment, a bankruptcy trustee or creditor of such
entity or such entity as a debtor-in-possession could assert that such entity
retains rights in the related revolving credit loan and therefore compel the
sale of such revolving credit loan, including any Trust Balance, over the
objection of the trust and the securityholders. If that occurs, delays and
reductions in payments to the trust and the securityholders could result.

     In most cases, each revolving credit loan may be prepaid in full or in part
at any time and without penalty, and the related borrower will have the right
during the related Draw Period to make a Draw in the amount of any prepayment
made for the revolving credit loan. The mortgage note or mortgage related to
each revolving credit loan will usually contain a customary "due-on-sale"
clause.

     As to each revolving credit loan, the borrower's rights to receive Draws
during the Draw Period may be suspended, or the credit limit may be reduced, for
cause under a limited number of circumstances, including, but not limited to:

     o    a materially adverse change in the borrower's financial circumstances;

     o    a decline in the value of the mortgaged property significantly below
          its appraised value at origination; or

     o    a payment default by the borrower.

However, as to each revolving credit loan, a suspension or reduction usually
will not affect the payment terms for previously drawn balances. The master
servicer or the servicer, as applicable, will have no obligation to investigate
as to whether any of those circumstances have occurred or may have no knowledge
of their occurrence. Therefore, there can be no assurance that any borrower's
ability to receive Draws will be suspended or reduced if the foregoing
circumstances occur. In the event of default under a revolving credit loan, at
the discretion of the master servicer or servicer, the revolving credit loan may
be terminated and declared immediately due and payable in full. For this
purpose, a default includes but is not limited to:

     o    the borrower's failure to make any payment as required;

     o    any action or inaction by the borrower that materially and adversely
          affects the mortgaged property or the rights in the mortgaged
          property; or

     o    any fraud or material misrepresentation by a borrower in connection
          with the loan.

     The master servicer or servicer will have the option to allow an increase
in the credit limit applicable to any revolving credit loan in certain limited
circumstances described in the related agreement.

Allocation of Revolving Credit Loan Balances

     For any series of securities backed by revolving credit loans, the related
trust may include either (i) the entire principal balance of each revolving
credit loan outstanding at any time, including balances attributable to Draws
made after the related cut-off date, or (ii) the Trust Balance of each revolving
credit loan.

     The accompanying prospectus supplement will describe the specific
provisions by which payments and losses on any revolving credit loan will be
allocated as between the Trust Balance and any Excluded Balance. Typically, the
provisions (i) may provide that principal payments made by the borrower will be
allocated between the Trust Balance and any Excluded Balance either on a pro
rata basis, or first to the Trust Balance until reduced to zero, then to the
Excluded Balance, or according to other priorities specified in the accompanying
prospectus supplement, and (ii) may provide that interest payments, as well as
liquidation proceeds or similar proceeds following a default and any Realized
Losses, will be allocated between the Trust Balance and any Excluded Balance on
a pro rata basis or according to other priorities specified in the accompanying
prospectus supplement.

     Even where a trust initially includes the entire principal balance of the
revolving credit loans, the related agreement may provide that after a specified
date or on the occurrence of specified events, the trust may not include
balances attributable to additional Draws made after that time. The accompanying
prospectus supplement will describe these provisions as well as the related
allocation provisions that would be applicable.


                                       13



THE CONTRACTS

Home Improvement Contracts

     The trust for a series may include a contract pool evidencing interests in
home improvement contracts. The home improvement contracts may be conventional
home improvement contracts or, to the extent specified in the accompanying
prospectus supplement, the home improvement contracts may be partially insured
by the FHA under Title I.

     In most cases, the home improvement contracts will be fully amortizing and
may have fixed loan rates or adjustable loan rates and may provide for other
payment characteristics as described in the accompanying prospectus supplement.

     The home improvements securing the home improvement 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 proceeds of contracts under the Title I Program may be used only for
permitted purposes, including, but not limited to, the alteration, repair or
improvement of residential property, the purchase of a manufactured home and/or
lot on which to place that home, or cooperative interest in the home and/or lot.

     Home improvements, unlike mortgaged properties, in most cases, depreciate
in value. Consequently, at any time after origination it is possible, especially
in the case of home improvement contracts with high LTV ratios at origination,
that the market value of a home improvement may be lower than the principal
amount outstanding under the related contract.

Manufactured Housing Contracts

     The trust for a series may include a contract pool evidencing interests in
manufactured housing contracts originated by one or more manufactured housing
dealers, or the other entity or entities described in the accompanying
prospectus supplement. The manufactured housing contracts may be conventional
manufactured housing contracts or manufactured housing contracts insured by the
FHA or partially guaranteed by the VA. Each manufactured housing contract will
be secured by a manufactured home. The manufactured housing contracts will be
fully amortizing or, if specified in the accompanying prospectus supplement,
Balloon Loans.

     The manufactured homes securing the manufactured housing contracts will
consist of "manufactured homes" within the meaning of 42 U.S.C. Section 5402(6),
which are treated as "single family residences" for the purposes of Sections
860A through 860G of the Internal Revenue Code of 1986, or Internal Revenue
Code. Accordingly, a manufactured home will be a structure built on a permanent
chassis, which is transportable in one or more sections and customarily used at
a fixed location, has a minimum of 400 square feet of living space and minimum
width in excess of 81/2 feet, is designed to be used as a dwelling with or
without a permanent foundation when connected to the required utilities, and
includes the plumbing, heating, air conditioning, and electrical systems
contained therein.

     Manufactured homes, unlike mortgaged properties, in most cases, depreciate
in value. Consequently, at any time after origination it is possible, especially
in the case of manufactured housing contracts with high LTV ratios at
origination, that the market value of a manufactured home may be lower than the
principal amount outstanding under the related contract.

THE MORTGAGED PROPERTIES

     The mortgaged properties will consist primarily of attached or detached
individual dwellings, Cooperative dwellings, individual or adjacent
condominiums, units in condotels, townhouses, duplexes, row houses, modular
housing, manufactured homes, individual units or two-to four-unit dwellings in
planned-unit developments, two- to four-family dwellings, multifamily
residential rental property, unimproved land and Mixed-Use Properties. A
condotel generally provides the services of commercial hotels for residential
occupants of units owned by the borrowers as vacation or investment property.
Each mortgaged property, other than a Cooperative dwelling or Mexican property,
will be located on land


                                       14



owned by the borrower or, if specified in the accompanying prospectus
supplement, land leased by the borrower. The ownership of the Mexican properties
will be held in a Mexican trust. Attached dwellings may include structures where
each borrower owns the land on which the unit is built with the remaining
adjacent land owned in common. Mortgaged properties may also include dwellings
on non-contiguous properties or multiple dwellings on one property. The
proprietary lease or occupancy agreement securing a Cooperative Loan is
subordinate, in most cases, to any blanket mortgage on the related cooperative
apartment building or on the underlying land. Additionally, in the case of a
Cooperative Loan, the proprietary lease or occupancy agreement may be terminated
and the cooperative shares may be cancelled by the Cooperative if the
tenant-stockholder fails to pay maintenance or other obligations or charges owed
by the tenant-stockholder. See "Certain Legal Aspects of the Loans."

     Mortgaged properties consisting of modular housing, also known as
pre-assembled, pre-fabricated, sectional or pre-built homes, are factory built
and constructed in two or more three dimensional sections, including interior
and exterior finish, plumbing, wiring and mechanical systems. On completion, the
modular home is transported to the property site to be joined together on a
permanent foundation.

     Mortgaged properties consisting of manufactured homes must be legally
classified as real estate, have the wheels and axles removed and be attached to
a permanent foundation and may not be located in a mobile home park. The
manufactured homes will also have other characteristics as specified in the
prospectus supplement.

Mexico Loans

     Each Mexico Loan will be secured by the beneficial ownership interest in a
separate trust, the sole asset of which is a residential property located in
Mexico. The residential property may be a second home, vacation home or the
primary residence of the borrower. The borrower of a Mexico Loan may be a U.S.
borrower or an international borrower.

     Because of the uncertainty and delays in foreclosing on real property
interests in Mexico and because non-Mexican citizens are prohibited from owning
real property located in some areas of Mexico, the nature of the security
interest and the manner in which the Mexico Loans are secured differ from that
of mortgage loans typically made in the United States. Record ownership and
title to the Mexican property will be held in the name of a Mexican financial
institution acting as Mexican trustee for a Mexican trust under the terms of a
trust agreement. The trust agreement will be governed by Mexican law and will be
filed (in Spanish) in the real property records in the jurisdiction in which the
property is located. The original term of the Mexican trust will be 50 years and
will be renewable at the option of the borrower. To secure the repayment of the
Mexico Loan, the lender is named as a beneficiary of the Mexican trust. The
lender's beneficial interest in the Mexican trust grants to the lender the right
to direct the Mexican trustee to transfer the borrower's beneficial interest in
the Mexican trust or to terminate the Mexican trust and sell the Mexican
property. The borrower's beneficial interest in the Mexican trust grants to the
borrower the right to use, occupy and enjoy the Mexican property so long as it
is not in default of its obligations relating to the Mexico Loan.

     As security for repayment of the Mexico Loan, under the loan agreement, the
borrower grants to the lender a security interest in the borrower's beneficial
interest in the Mexican trust. If the borrower is domiciled in the United
States, the borrower's beneficial interest in the Mexican trust should be
considered under applicable state law to be an interest in personal property,
not real property, and, accordingly, the lender will file financing statements
in the appropriate state to perfect the lender's security interest. Because the
lender's security interest in the borrower's beneficial interest in the Mexican
trust is not, for purposes of foreclosing on that collateral, an interest in
real property, the depositor either will rely on its remedies that are available
in the United States under the applicable Uniform Commercial Code, or UCC, and
under the trust agreement and foreclose on the collateral securing a Mexico Loan
under the UCC, or direct the Mexican trustee to conduct an auction to sell the
borrower's beneficial interest or the Mexican property under the trust
agreement. If a borrower is not a resident of the United States, the lender's
security interest in the borrower's beneficial interest in the Mexican trust may
be unperfected under the UCC. If the lender conducts its principal lending
activities in the United States, the loan


                                       15



agreement will provide that rights and obligations of the borrower and the
lender under the loan agreement will be governed under applicable United States
state law. See "Certain Legal Aspects of the Loans--The Mortgage Loans."

     In connection with the assignment of a Mexico Loan into a trust created
under the related pooling and servicing agreement or trust agreement, the
depositor will transfer to the trustee, on behalf of the securityholders, all of
its right, title and interest in the mortgage note, the lender's beneficial
interest in the Mexican trust, the lender's security interest in the borrower's
beneficial interest in the Mexican trust, and its interest in any policies of
insurance on the Mexico Loan or the Mexican property. The percentage of mortgage
loans, if any, that are Mexico Loans will be specified in the accompanying
prospectus supplement.

Mixed-Use Properties

     Mortgage loans secured by Mixed-Use Property, or mixed-use mortgage loans,
will consist of mortgage loans secured by first or junior mortgages, deeds of
trust or similar security instruments on fee simple or leasehold interests in
Mixed-Use Property. Similarly, mortgage loans secured by multifamily residential
rental property will consist of mortgage loans secured by first mortgages, deeds
of trust or similar security instruments on fee simple or leasehold interests in
multifamily residential rental property consisting of five or more dwelling
units. The mixed-use mortgage loans and multifamily mortgage loans may also be
secured by one or more assignments of leases and rents, management agreements or
operating agreements relating to the mortgaged property and in some cases by
certain letters of credit, personal guarantees or both. Pursuant to an
assignment of leases and rents, the related borrower assigns its right, title
and interest as landlord under each related lease and the income derived from
the lease to the related lender, while retaining a right to collect the rents
for so long as there is no default. If the borrower defaults, the right of the
borrower terminates and the related lender is entitled to collect the rents from
tenants to be applied to the payment obligations of the borrower. State law may
limit or restrict the enforcement of the assignment of leases and rents by a
lender until the lender takes possession of the related mortgaged property and a
receiver is appointed.

     Mixed-use and multifamily real estate lending is generally viewed as
exposing the lender to a greater risk of loss than one- to four-family
residential lending. Mixed-use and multifamily real estate lending typically
involves larger loans to single borrowers or groups of related borrowers than
residential one- to four-family mortgage loans. Furthermore, the repayment of
loans secured by income-producing properties is typically dependent upon the
successful operation of the related real estate project. If the cash flow from
the project is reduced, for example, if leases are not obtained or renewed, the
borrower's ability to repay the loan may be impaired. Mixed-use and multifamily
real estate can be affected significantly by supply and demand in the market for
the type of property securing the loan and, therefore, may be subject to adverse
economic conditions. Market values may vary as a result of economic events or
governmental regulations outside the control of the borrower or lender, such as
rent control laws, which impact the future cash flow of the property. Mortgage
loans secured by Mixed-Use Properties, multifamily residential rental properties
and unimproved land in the aggregate will not exceed ten percent (10%) by
aggregate principal balance of the mortgage loans in any mortgage pool as of the
cut-off date specified in the accompanying prospectus supplement.

     The mortgaged properties may be located in any of the fifty states, the
District of Columbia or the Commonwealth of Puerto Rico. In addition, if
specified in the accompanying prospectus supplement, the trust assets may
contain Mexico Loans, which are secured by interests in trusts that own
residential properties located in Mexico. The Mexico Loans will not exceed ten
percent (10%) by aggregate principal balance of the mortgage loans in any
mortgage pool as of the cut-off date specified in the accompanying prospectus
supplement.

     The mortgaged properties may be owner occupied or non-owner occupied and
may include vacation homes, second homes and investment properties. The
percentage of loans secured by mortgaged properties that are owner-occupied will
be disclosed in the accompanying prospectus supplement. The basis for any
statement that a given percentage of the loans are secured by mortgaged
properties that are owner-occupied will be one of the following:


                                       16



     o    the making of a representation by the borrower at origination of a
          loan that the borrower intends to use the mortgaged property as a
          primary residence;

     o    a representation by the originator of the loan, which may be based
          solely on the above clause; or

     o    the fact that the mailing address for the borrower is the same as the
          address of the mortgaged property.

Any representation and warranty regarding owner-occupancy may be based solely on
this information. Loans secured by investment properties, including two- to
four-unit dwellings and multifamily residential rental properties, may also be
secured by an assignment of leases and rents and operating or other cash flow
guarantees relating to the loans.

     A mortgaged property securing a loan may be subject to the senior liens
securing one or more conventional mortgage loans at the time of origination and
may be subject to one or more junior liens at the time of origination or after
that origination. Loans evidencing liens junior or senior to the loans in the
trust will likely not be included in the related trust, but the depositor, an
affiliate of the depositor or an unaffiliated seller may have an interest in the
junior or senior loan.

THE AGENCY SECURITIES

Government National Mortgage Association

     Ginnie Mae is a wholly owned corporate instrumentality of the United States
within HUD. Section 306(g) of Title III of the National Housing Act of 1934, as
amended, referred to in this prospectus as the Housing Act, authorizes Ginnie
Mae to guarantee the timely payment of the principal of and interest on
securities representing interests in a pool of mortgages insured by the FHA,
under the Housing Act or under Title V of the Housing Act of 1949, or partially
guaranteed by the VA under the Servicemen's Readjustment Act of 1944, as
amended, or under Chapter 37 of Title 38, United States Code.

     Section 306(g) of the Housing Act provides that "the full faith and credit
of the United States is pledged to the payment of all amounts which may be
required to be paid under any guarantee under this subsection." In order to meet
its obligations under that guarantee, Ginnie Mae may, under Section 306(d) of
the Housing Act, borrow from the United States Treasury an amount that is at any
time sufficient to enable Ginnie Mae to perform its obligations under its
guarantee. See "Additional Information" for the availability of further
information regarding Ginnie Mae and Ginnie Mae securities.

Ginnie Mae Securities

     In most cases, each Ginnie Mae security relating to a series, which may be
a Ginnie Mae I Certificate or a Ginnie Mae II Certificate as referred to by
Ginnie Mae, will be a "fully modified pass-through" mortgage-backed certificate
issued and serviced by a mortgage banking company or other financial concern
approved by Ginnie Mae, except any stripped mortgage backed securities
guaranteed by Ginnie Mae or any REMIC securities issued by Ginnie Mae. The
characteristics of any Ginnie Mae securities included in the trust for a series
of securities will be described in the accompanying prospectus supplement.

Federal Home Loan Mortgage Corporation

     Freddie Mac is a corporate instrumentality of the United States created
under Title III of the Emergency Home Finance Act of 1970, as amended, or the
Freddie Mac Act. Freddie Mac was established primarily for the purpose of
increasing the availability of mortgage credit for the financing of needed
housing. The principal activity of Freddie Mac currently consists of purchasing
first-lien, conventional, residential mortgage loans or participation interests
in mortgage loans and reselling the mortgage loans so purchased in the form of
guaranteed mortgage securities, primarily Freddie Mac securities. In 1981,
Freddie Mac initiated its Home Mortgage Guaranty Program under which it
purchases mortgage loans from sellers with Freddie Mac securities representing
interests in the mortgage loans so


                                       17



purchased. All mortgage loans purchased by Freddie Mac must meet certain
standards set forth in the Freddie Mac Act. Freddie Mac is confined to
purchasing, so far as practicable, mortgage loans that it deems to be of the
quality and type that generally meets the purchase standards imposed by private
institutional mortgage investors. See "Additional Information" for the
availability of further information regarding Freddie Mac and Freddie Mac
securities. Neither the United States nor any agency thereof is obligated to
finance Freddie Mac's operations or to assist Freddie Mac in any other manner.

Freddie Mac Securities

     In most cases, each Freddie Mac security relating to a series will
represent an undivided interest in a pool of mortgage loans that typically
consists of conventional loans, but may include FHA loans and VA loans,
purchased by Freddie Mac, except any stripped mortgage backed securities issued
by Freddie Mac. Each of those pools will consist of mortgage loans,
substantially all of which are secured by one- to four-family residential
properties or, if specified in the accompanying prospectus supplement, are
secured by multifamily residential rental properties. The characteristics of any
Freddie Mac securities included in the trust for a series of securities will be
set forth in the accompanying prospectus supplement.

Federal National Mortgage Association

     Fannie Mae is a federally chartered and privately owned corporation
organized and existing under the Federal National Mortgage Association Charter
Act (12 U.S.C. Section 1716 et seq.). It is the nation's largest supplier of
residential mortgage funds. Fannie Mae was originally established in 1938 as a
United States government agency to provide supplemental liquidity to the
mortgage market and was transformed into a stockholder-owned and privately
managed corporation by legislation enacted in 1968. Fannie Mae provides funds to
the mortgage market primarily by purchasing home mortgage loans from local
lenders, thereby replenishing their funds for additional lending. See
"Additional Information" for the availability of further information respecting
Fannie Mae and Fannie Mae securities. Although the Secretary of the Treasury of
the United States has authority to lend Fannie Mae up to $2.25 billion
outstanding at any time, neither the United States nor any agency thereof is
obligated to finance Fannie Mae's operations or to assist Fannie Mae in any
other manner.

Fannie Mae Securities

     In most cases, each Fannie Mae security relating to a series will represent
a fractional undivided interest in a pool of mortgage loans formed by Fannie
Mae, except any stripped mortgage backed securities issued by Fannie Mae.
Mortgage loans underlying Fannie Mae securities will consist of fixed, variable
or adjustable rate conventional mortgage loans or fixed-rate FHA loans or VA
loans. Those mortgage loans may be secured by either one- to four-family or
multifamily residential rental properties. The characteristics of any Fannie Mae
securities included in the trust for a series of securities will be set forth in
the accompanying prospectus supplement.

PRIVATE SECURITIES

     As specified in the related prospectus supplement, the private securities
will primarily be similar to securities offered hereunder in their collateral
and their cash flows. The primary collateral for both the private securities and
the related securities will be the same pool of loans. Payments on the private
securities will be passed through to holders of the related securities.

     References in this prospectus to Advances to be made and other actions to
be taken by the master servicer or servicer in connection with the loans may
include Advances made and other actions taken under the terms of the private
securities. Each security offered by this prospectus will evidence an interest
in only the related pool and corresponding trust, and not in any other pool or
trust related to securities issued in this prospectus.

     In addition, as to any series of securities secured by private securities,
the private securities may consist of an ownership interest in a structuring
entity formed by the depositor for the limited purpose of holding the trust
assets relating to a series of securities. This special purpose entity may be
organized in


                                       18



the form of a trust, limited partnership or limited liability company, and will
be structured in a manner that will insulate the holders of securities from
liabilities of the special purpose entity. The provisions governing the special
purpose entity will restrict the special purpose entity from engaging in or
conducting any business other than the holding of trust assets and the issuance
of ownership interests in the trust assets and some incidental activities. Any
ownership interest will evidence an ownership interest in the related trust
assets as well as the right to receive specified cash flows derived from the
trust assets, as described in the accompanying prospectus supplement. The
obligations of the depositor as to any ownership interest will be limited to
some representations and warranties relating to the trust assets, as described
in this prospectus. Credit support of any of the types described in this
prospectus under "Description of Credit Enhancement" may be provided for the
benefit of any ownership interest, if stated in the accompanying prospectus
supplement.


                                       19



                               TRUST ASSET PROGRAM

UNDERWRITING STANDARDS

General

     The depositor expects that the originator of each of the loans will have
applied, consistent with applicable federal and state laws and regulations,
underwriting procedures intended to evaluate the borrower's credit standing and
repayment ability and/or the value and adequacy of the related property as
collateral. As described in the accompanying prospectus supplement, the
depositor expects that any FHA loans or VA loans will have been originated in
compliance with the underwriting policies of the FHA or VA, respectively. These
underwriting policies will be described in the applicable prospectus supplement
to the extent material. The underwriting criteria applied by the originators of
the loans included in a pool may vary significantly among sellers. The
accompanying prospectus supplement will describe most aspects of the
underwriting criteria, to the extent known by the depositor, that were applied
by the originators of the loans. In most cases, the depositor will have less
detailed information concerning the underwriting criteria used in the
origination of seasoned loans than it will have concerning newly originated
loans.

     The underwriting standards of any particular originator typically include a
set of specific criteria by which the underwriting evaluation is made. However,
the application of the underwriting standards does not imply that each specific
criterion was satisfied individually. Rather, a loan will be considered to be
originated generally in accordance with a given set of underwriting standards
if, based on an overall qualitative evaluation, the loan is in substantial
compliance with the underwriting standards. For example, a loan may be
considered to comply with a set of underwriting standards, even if one or more
specific criteria included in the underwriting standards were not satisfied, if
other factors compensated for the criteria that were not satisfied or if the
loan is considered to be in substantial compliance with the underwriting
standards. In the case of a Designated Seller Transaction, the applicable
underwriting standards will be those of the designated seller or of the
originator of the loans, and will be described in the accompanying prospectus
supplement.

     The mortgage loans in any mortgage pool may be underwritten by Residential
Funding Company, LLC, a seller or a designated third party through the use of an
automated underwriting system. In the case of a designated seller transaction,
the mortgage loans may be underwritten by the designated seller or a designated
third party through the use of an automated underwriting system. Any
determination of underwriting eligibility using an automated system will only be
based on the information entered into the system and the information that the
system is programmed to review. Loans underwritten through the use of an
automated underwriting system may not require delivery to Residential Funding
Company, LLC or the designated seller of all or a portion of the related credit
files. For additional information regarding automated underwriting systems that
are used by Residential Funding Company, LLC to review some of the mortgage
loans that it purchases and that may be included in any mortgage pool, see
"--Automated Underwriting," below.

     The depositor anticipates that loans, other than the Mexico Loans and some
loans secured by mortgaged properties located in Puerto Rico, included in pools
for certain series of securities will have been originated based on underwriting
standards and documentation requirements that are less restrictive than for
other mortgage loan lending programs. In such cases, borrowers may have credit
histories that contain delinquencies on mortgage and/or consumer debts. Some
borrowers may have initiated bankruptcy proceedings within a few years of the
time of origination of the related loan. In addition, some loans with LTV ratios
over 80% will not be required to have and may not have the benefit of primary
mortgage insurance. Loans and contracts that are secured by junior liens
generally will not be required by the depositor to be covered by primary
mortgage insurance. Likewise, loans included in a trust may have been originated
in connection with a governmental program under which underwriting standards
were significantly less stringent and designed to promote home ownership or the
availability of affordable residential rental property regardless of higher
risks of default and losses. As discussed above, in evaluating seasoned loans,
the depositor may place greater weight on payment history or market and other
economic trends and less weight on underwriting factors usually applied to newly
originated loans.


                                       20



Loan Documentation

     In most cases, under a traditional "full documentation" program, each
borrower will have been required to complete an application designed to provide
to the original lender pertinent credit information concerning the borrower. As
part of the description of the borrower's financial condition, the borrower will
have furnished information, which may or may not be verified, describing the
borrower's assets, liabilities, income, credit history and employment history,
and furnished an authorization to apply for a credit report that summarizes the
borrower's available credit history with local merchants and lenders and any
record of bankruptcy. The borrower may also have been required to authorize
verifications of deposits at financial institutions where the borrower had
demand or savings accounts. In the case of investment properties, only income
derived from the mortgaged property may have been considered for underwriting
purposes, rather than the income of the borrower from other sources. For
mortgaged property consisting of vacation or second homes, no income derived
from the property will typically have been considered for underwriting purposes.

     The underwriting standards applied by originators in some cases allow for
loans to be supported by alternative documentation. For alternatively documented
loans, a borrower may demonstrate income and employment directly by providing
alternative documentation in the form of copies of the borrower's own records
relating to income and employment, rather than having the originator obtain
independent verifications from third parties, such as the borrower's employer or
mortgage servicer.

     If specified in the accompanying prospectus supplement, a mortgage pool may
include mortgage loans that have been underwritten pursuant to a streamlined
documentation refinancing program. Such program permits some mortgage loans to
be refinanced with only limited verification or updating of the underwriting
information that was obtained at the time that the original mortgage loan was
originated. For example, a new appraisal of a mortgaged property may not be
required if the related original mortgage loan was originated up to 24 months
prior to the refinancing. In addition, a mortgagor's income may not be verified,
although continued employment is required to be verified. In certain
circumstances, a mortgagor may be permitted to borrow up to 100% of the
outstanding principal amount of the original mortgage loan. Each mortgage loan
underwritten pursuant to this program will be treated as having been
underwritten pursuant to the same underwriting documentation program as the
mortgage loan that it refinanced, including for purposes of the disclosure in
the accompanying prospectus supplement. If specified in the accompanying
prospectus supplement, some loans may have been originated under "limited
documentation" or "no documentation" programs that require less documentation
and verification than do traditional "full documentation" programs. Under a
limited documentation or no documentation program, minimal or no investigation
into the borrower's credit history and income profile is undertaken by the
originator and the underwriting may be based primarily or entirely on an
appraisal or other valuation of the mortgaged property and the LTV or combined
LTV ratio at origination.

Appraisals

     The adequacy at origination of a mortgaged property as security for
repayment of the related loan will typically have been determined by an
appraisal. Appraisers may be either staff appraisers employed by the originator
or independent appraisers selected in accordance with guidelines established by
or acceptable to the originator. The appraisal procedure guidelines in most
cases will have required the appraiser or an agent on its behalf to personally
inspect the property and to verify whether the property was in good condition
and that construction, if new, had been substantially completed. The appraisal
will have considered a market data analysis of recent sales of comparable
properties and, when deemed applicable, an analysis based on income generated
from the property or replacement cost analysis based on the current cost of
constructing or purchasing a similar property. In certain instances, the LTV
ratio or combined LTV ratio may have been based on the appraised value as
indicated on a review appraisal conducted by the seller or originator.
Alternatively, as specified in the accompanying prospectus supplement, values
may be supported by:

     o    a statistical valuation;

     o    a broker's price opinion;

     o    an automated appraisal, drive by appraisal or other certification of
          value; or


                                       21



     o    a statement of value by the borrower.

     A statistical valuation estimates the value of the property as determined
by a form of appraisal which uses a statistical model to estimate the value of a
property. The stated value will be value of the property as stated by the
related borrower in his or her application. The accompanying prospectus
supplement will specify whether an appraisal of any manufactured home will not
be required.

Loan-to-Value and Combined Loan-to-Value Ratios

     In the case of most mortgage loans made to finance the purchase of a
mortgaged property, the LTV ratio, in most cases is the ratio, expressed as a
percentage, of the original principal amount or credit limit, as applicable, of
the related loan to the lesser of (1) the appraised value determined in an
appraisal obtained at origination of the related loan and (2) the sales price
for the related mortgaged property, except that in the case of some employee or
preferred customer loans, the denominator of the ratio may be the sales price.

     In the case of certain other mortgage loans, including refinance, modified
or converted mortgage loans, the LTV ratio at origination is defined as the
ratio, expressed as a percentage, of the principal amount of the mortgage loan
to either the appraised value determined in an appraisal obtained at the time of
refinancing, modification or conversion or, if no appraisal has been obtained,
the value of the related mortgaged property, which value generally will be
supported by either:

     o    a representation by the related seller as to value;

     o    an appraisal or other valuation obtained prior to origination; or

     o    the sales price, if the related mortgaged property was purchased
          within the previous twelve months.

     In the case of some mortgage loans seasoned for over twelve months, the LTV
ratio may be determined at the time of purchase from the related seller based on
the ratio of the current loan amount to the current value of the mortgaged
property as determined by an appraisal or other valuation.

     For any loan secured by a junior lien on the related mortgaged property,
the CLTV ratio, in most cases, will be the ratio, expressed as a percentage, of
(A) the sum of (1) the original principal balance or the credit limit, as
applicable, and (2) the principal balance of any related senior mortgage loan at
origination of the loan together with any loan subordinate to it, to (B) the
appraised value of the related mortgaged property. The appraised value for any
junior lien loan will be the appraised value of the related mortgaged property
determined in the appraisal used in the origination of the loan, which may have
been obtained at an earlier time. However, if the loan was originated
simultaneously with or not more than 12 months after a senior lien on the
related mortgaged property, the appraised value will in most cases be the lesser
of the appraised value at the origination of the senior lien and the sales price
for the mortgaged property.

     As to each loan secured by a junior lien on the mortgaged property, the
junior ratio will be the ratio, expressed as a percentage, of the original
principal balance or the credit limit, as applicable, of the loan to the sum of
(1) the original principal balance or the credit limit, as applicable, of the
loan and (2) the principal balance of any related senior loan at origination of
the loan. The credit utilization rate for any revolving credit loan is
determined by dividing the cut-off date principal balance of the revolving
credit loan by the credit limit of the related credit line agreement.

     Some of the loans which are subject to negative amortization will have LTV
ratios that will increase after origination as a result of their negative
amortization. In the case of some seasoned loans, the values used in calculating
LTV ratios may no longer be accurate valuations of the mortgaged properties.
Some mortgaged properties may be located in regions where property values have
declined significantly since the time of origination.

     The underwriting standards applied by an originator typically require that
the underwriting officers of the originator be satisfied that the value of the
property being financed, as indicated by an appraisal or other acceptable
valuation method as described above, currently supports, except with respect to
Home


                                       22



Loans, and is anticipated to support in the future, the outstanding loan
balance. In fact, some states where the mortgaged properties may be located have
"anti-deficiency" laws requiring, in general, that lenders providing credit on
single family property look solely to the property for repayment in the event of
foreclosure. See "Certain Legal Aspects of the Loans." Any of these factors
could change nationwide or merely could affect a locality or region in which all
or some of the mortgaged properties are located. However, declining values of
real estate, as experienced periodically in certain regions, or increases in the
principal balances of some loans, such as GPM Loans and negative amortization
ARM loans, could cause the principal balance of some or all of these loans to
exceed the value of the mortgaged properties.

Credit Scores

     Credit Scores are obtained by some mortgage lenders in connection with loan
applications to help assess a borrower's creditworthiness. In addition, Credit
Scores may be obtained by Residential Funding Company, LLC or the designated
seller after the origination of a loan if the seller does not provide a current
Credit Score. Credit Scores are obtained from credit reports provided by various
credit reporting organizations, each of which may employ differing computer
models and methodologies.

     The Credit Score is designed to assess a borrower's credit history at a
single point in time, using objective information currently on file for the
borrower at a particular credit reporting organization. Although each scoring
model varies, typically Credit Scores range from approximately 350 to
approximately 840, with higher scores indicating an individual with a more
favorable credit history compared to an individual with a lower score. However,
a Credit Score purports only to be a measurement of the relative degree of risk
a borrower represents to a lender, i.e., a borrower with a higher score is
statistically expected to be less likely to default in payment than a borrower
with a lower score. In addition, it should be noted that Credit Scores were
developed to indicate a level of default probability over a two-year period,
which in most cases, does not correspond to the life of a loan. Furthermore,
many Credit Scores were not developed specifically for use in connection with
mortgage loans, but for consumer loans in general, and assess only the
borrower's past credit history. Therefore, in most cases, a Credit Score may not
take into consideration the differences between mortgage loans and consumer
loans, or the specific characteristics of the related loan, including the LTV
ratio or combined LTV ratio, as applicable, the collateral for the loan, or the
debt-to-income ratio. There can be no assurance that the Credit Scores of the
borrowers will be an accurate predictor of the likelihood of repayment of the
related loans or that any borrower's Credit Score would not be lower if obtained
as of the date of the accompanying prospectus supplement.

Application of Underwriting Standards

     Based on the data provided in the application and certain verifications, if
required, and the appraisal or other valuation of the mortgaged property, a
determination will have been generally made by the original lender that the
borrower's monthly income, if required to be stated, would be sufficient to
enable the borrower to meet its monthly obligations on the loan and other
expenses related to the property. Examples of other expenses include property
taxes, utility costs, standard hazard and primary mortgage insurance,
maintenance fees and other levies assessed by a Cooperative, if applicable, and
other fixed obligations other than housing expenses including, in the case of
loans secured by a junior lien on the related mortgaged property, payments
required to be made on any senior mortgage. The originator's guidelines for
loans will, in most cases, specify that scheduled payments on a loan during the
first year of its term plus taxes and insurance, including primary mortgage
insurance, and all scheduled payments on obligations that extend beyond one
year, including those mentioned above and other fixed obligations, would equal
no more than specified percentages of the prospective borrower's gross income.
The originator may also consider the amount of liquid assets available to the
borrower after origination. The loan rate in effect from the origination date of
an ARM loan or other types of loans to the first adjustment date are likely to
be lower, and may be significantly lower, than the sum of the then-applicable
index and Note Margin. Similarly, the amount of the monthly payment on Buy-Down
Loans, GEM Loans or other graduated payment loans will, and on negative
amortization loans may, increase periodically. If the borrowers' incomes do not
increase in an amount commensurate with the increases in monthly payments, the
likelihood of default will increase. In addition, in the case of loans that are
subject to negative


                                       23



amortization, the principal balances of those loans are more likely to equal or
exceed the value of the underlying mortgaged properties due to the addition of
deferred interest, thereby increasing the likelihood of defaults and losses. For
Balloon Loans, payment of the Balloon Amount will depend on the borrower's
ability to obtain refinancing or to sell the mortgaged property prior to the
maturity of the Balloon Loan, and there can be no assurance that refinancing
will be available to the borrower or that a sale will be possible.

     In some circumstances, the loans have been made to employees or preferred
customers of the originator for which, in accordance with the originator's
mortgage loan programs, income, asset and employment verifications and
appraisals may not have been required. As to loans made under any employee loan
program maintained by Residential Funding Company, LLC, GMAC Mortgage
Corporation or any of their affiliates, in limited circumstances preferential
note rates may be allowed.

     A portion of the loans may be purchased in negotiated transactions, and
those negotiated transactions may be governed by agreements, known as master
commitments, relating to ongoing purchases of loans by Residential Funding
Company, LLC or the designated seller, from sellers who will represent that the
loans have been originated in accordance with underwriting standards agreed to
by Residential Funding Company, LLC or the designated seller, as applicable.
Residential Funding Company, LLC or the designated seller, as the case may be,
on behalf of the depositor or a designated third party, will normally review
only a limited portion of the loans in any delivery from the related seller for
conformity with the applicable underwriting standards. A portion of loans may be
purchased from sellers who may represent that the loans were originated under
underwriting standards acceptable to Residential Funding Company, LLC or the
designated seller. Loans purchased under Residential Funding Company, LLC
negotiated conduit asset program are not typically purchased pursuant to master
commitments.

     The level of review by Residential Funding Company, LLC, if any, will vary
depending on several factors, including its experience with the seller.
Residential Funding Company, LLC, on behalf of the depositor, typically will
review a sample of the loans purchased by Residential Funding Company, LLC for
conformity with Residential Funding Company, LLC's underwriting standards or
applicable underwriting standards specified in this prospectus or the
accompanying prospectus supplement, and to assess the likelihood of repayment of
the loan from the various sources for such repayment, including the borrower,
the mortgaged property, and primary mortgage insurance, if any. Such
underwriting reviews will generally not be conducted with respect to any
individual mortgage pool related to a series of securities. In reviewing
seasoned loans, or loans that have been outstanding for more than 12 months,
Residential Funding Company, LLC may take into consideration, in addition to or
in lieu of the factors described above, the borrower's actual payment history in
assessing a borrower's current ability to make payments on the loan. In
addition, Residential Funding Company, LLC may conduct additional procedures to
assess the current value of the mortgaged properties. Those procedures may
consist of statistical valuations, drive-by appraisals or real estate broker's
price opinions. The depositor may also consider a specific area's housing value
trends. These alternative valuation methods may not be as reliable as the type
of borrower financial information or appraisals that are typically obtained at
origination. In its underwriting analysis, Residential Funding Company, LLC may
also consider the applicable Credit Score of the related borrower used in
connection with the origination or acquisition of the loan, as determined based
on a credit scoring model acceptable to the depositor. Residential Funding
Company, LLC will not undertake any review of loans sold to the depositor in a
Designated Seller Transaction.

Mixed-Use and Multifamily Underwriting Standards

     The underwriting standards applicable to Mixed-Use Properties and
multifamily residential rental properties will be described in the accompanying
prospectus supplement.

Automated Underwriting

     In recent years, the use of automated underwriting systems has become
commonplace in the residential mortgage market. In general, these systems are
programmed to review most of the information that is set forth in Residential
Funding Company, LLC's underwriting criteria that is necessary to satisfy each
underwriting program.


                                       24



     In some cases, Residential Funding Company, LLC enters the information into
the automated underwriting system using the documentation delivered to
Residential Funding Company, LLC by the seller. In other cases, the seller
enters the information directly into the automated underwriting system. If a
seller enters the information, Residential Funding Company, LLC will verify that
the information relating to the underwriting criteria that it considers most
important accurately reflects the information contained in the underwriting
documentation.

     Because an automated underwriting system will only consider the information
that it is programmed to review, which may be more limited than the information
that could be considered in the course of a manual review, some mortgage loans
may be approved by an automated system that would have been rejected through a
manual review. In addition, there could be programming inconsistencies between
an automated underwriting system and the applicable underwriting criteria, which
could in turn be applied to numerous mortgage loans that the system reviews. We
cannot assure you that an automated underwriting review will in all cases result
in the same determination as a manual review with respect to whether a mortgage
loan satisfies Residential Funding Company, LLC's underwriting criteria.

     Any automated underwriting system utilized by a designated seller for a
material portion of the loans in the related loan pool will be described in the
accompanying prospectus supplement.

THE NEGOTIATED CONDUIT ASSET PROGRAM

     Some of the loans included in a trust may have been acquired and evaluated
under Residential Funding Company, LLC's negotiated conduit asset program. The
negotiated conduit asset program allows for loans with document deficiencies,
program violations, unusual property types, seasoned loans, delinquent loans,
and loans not eligible for Residential Funding Company, LLC's other programs. In
most cases, the negotiated conduit asset program loans fall into three
categories: Portfolio Programs, Program Exceptions and Seasoned Loans.

     Portfolio Programs: These loans are originated by various originators for
their own mortgage loan portfolio and not under any of Residential Funding
Company, LLC's standard programs or any other secondary market program.
Typically, these loans are originated under programs offered by financial
depository institutions that were designed to provide the financial institution
with a competitive origination advantage. This is achieved by permitting loan
terms and underwriting criteria that did not conform with typical secondary
market standards, with the intention that these loans would be held in the
originating institution's portfolio rather than sold in the secondary market.
However, for various reasons including merger or acquisition or other financial
considerations specific to the originating institution, that institution may
offer the loans for sale, and the loans are then acquired by Residential Funding
Company, LLC in the secondary market.

     Program Exceptions: These loans are originated for sale in the secondary
market with the intention that the loans will meet the criteria and underwriting
guidelines of a standard loan purchase program of Residential Funding Company,
LLC, Fannie Mae, Freddie Mac, or another secondary market participant. However,
after origination it may be determined that the loans do not meet the
requirements of the intended program for any of a number of reasons, including
the failure to reach required loan-to-value ratios, debt-to-income ratios or
credit scores, or because the mortgage file has document deficiencies.

     Seasoned Loans: These loans are acquired by Residential Funding Company,
LLC through the exercise of a right to repurchase loans in a pool previously
securitized by the depositor or any of its affiliates, or are other seasoned
loans. In most cases, these loans are seasoned longer than twelve months. Due to
the length of time since origination, no assurance can be given as to whether
such loans will conform with current underwriting criteria or documentation
requirements. Although at origination some of the loans may have been purchased
through one of Residential Funding Company, LLC's standard loan purchase
programs, seasoned loans are typically not purchased through these programs
because these programs require current information regarding the mortgagor's
credit and the property value.

     Evaluation Standards for Negotiated Conduit Asset Program Loans: Most
negotiated conduit asset program loans are evaluated by Residential Funding
Company, LLC to determine whether the characteristics of the loan, the borrower
and the collateral, taken as a whole, represent a prudent lending risk. The
factors considered include:


                                       25



     o    the mortgage loan's payment terms and characteristics;

     o    the borrower's credit score;

     o    the value of the mortgaged property, which may be estimated using a
          broker's price opinion or a statistical valuation;

     o    the credit and legal documentation associated with the loan;

     o    the seasoning of the loan;

     o    an evaluation of the financial capacity, eligibility and experience of
          the seller and/or servicer of the loan; and

     o    the representations and warranties made by the seller.

     In most cases, Residential Funding Company, LLC orders an updated credit
score for each loan reviewed. For seasoned loans, an updated credit score is
ordered for the primary borrower as reported on the tape data or loan file
submitted by the seller. Periodic quality control reviews are performed. In
addition, statistical property valuations and drive-by appraisals may be used,
or a review may be done of the original appraisal.

     Many of the negotiated conduit asset program loans include characteristics
representing underwriting deficiencies as compared to other mortgage loans
originated in compliance with standard origination programs for the secondary
mortgage market. In addition, some of the mortgaged properties for these loans
are not typically permitted in the secondary market, including mixed-use
properties, incomplete properties, properties with deferred maintenance, and
properties with excess acreage.

     The negotiated conduit asset program loans may have missing or defective
loan documentation. Neither Residential Funding Company, LLC nor the seller will
be obligated to repurchase a negotiated conduit asset program loan because of
such missing or defective documentation unless the omission or defect materially
interferes with the servicer's or master servicer's ability to foreclose on the
related mortgaged property.


                                       26



                          DESCRIPTION OF THE SECURITIES

GENERAL

     The securities will be issued in series. Each series of certificates or,
in some instances, two or more series of certificates, will be issued under a
pooling and servicing agreement or, in the case of certificates backed by
private securities, a trust agreement, similar to one of the forms filed as an
exhibit to the registration statement under the Securities Act of 1933, as
amended, for the certificates of which this prospectus is a part. Each series
of notes will be issued under an indenture between the related trust and the
entity named in the accompanying prospectus supplement as indenture trustee for
the series. A form of indenture has been filed as an exhibit to the
registration statement under the Securities Act of 1933, as amended, for the
notes of which this prospectus forms a part. In the case of each series of
notes, the depositor, the related trust and the entity named in the
accompanying prospectus supplement as master servicer for the series will enter
into a separate servicing agreement. Each pooling and servicing agreement,
trust agreement, servicing agreement, and indenture will be filed with the
Securities and Exchange Commission as an exhibit to a Form 8-K. The following
summaries (together with additional summaries under "The Agreements" below)
describe all material terms and provisions relating to the securities common to
each agreement. All references to an "agreement" and any discussion of the
provisions of any agreement applies to pooling and servicing agreements, trust
agreements, servicing agreements and indentures, as applicable. The summaries
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all of the provisions of related agreement for each
trust and the accompanying prospectus supplement.

     Each series of securities may consist of any one or a combination of the
following types of securities:

Accretion Directed............   A class that receives principal payments from
                                 the accreted interest from specified accrual
                                 classes. An accretion directed class also may
                                 receive principal payments from principal paid
                                 on the underlying pool of assets.

Accrual.......................   A class that accretes the amount of accrued
                                 interest otherwise distributable on the class,
                                 which amount will be added as principal to the
                                 principal balance of the class on each
                                 applicable distribution date. The accretion may
                                 continue until some specified event has
                                 occurred or until the accrual class is retired.

Companion.....................   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.....................   A class consisting of "components." The
                                 components of a class of component certificates
                                 may have different principal and interest
                                 payment characteristics but together constitute
                                 a single class. Each component of a class of
                                 component certificates may be identified as
                                 falling into one or more of the categories.

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 the index.


                                       27



Interest Only.................   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.

Inverse Floating Rate.........   A class with an interest rate that resets
                                 periodically based upon a designated index and
                                 that varies inversely with changes in the
                                 index.

Lockout.......................   A class that, for the period of time specified
                                 in the related prospectus supplement, generally
                                 will not receive (in other words, is locked out
                                 of) (1) principal prepayments on the underlying
                                 pool of assets that are allocated
                                 disproportionately to the senior certificates
                                 because of the shifting interest structure of
                                 the certificates in the trust and/or (2)
                                 scheduled principal payments on the underlying
                                 pool of assets, as specified in the related
                                 prospectus supplement. During the lock-out
                                 period, the portion of the principal
                                 distributions on the underlying pool of assets
                                 that the lockout class is locked out of will be
                                 distributed to the other classes of senior
                                 certificates.

Partial Accrual...............   A class that accretes a portion of the amount
                                 of accrued interest on it, which amount will be
                                 added to the principal balance of the class on
                                 each applicable distribution date, with the
                                 remainder of the accrued interest to be
                                 distributed currently as interest on the class.
                                 The accretion may continue until a specified
                                 event has occurred or until the partial accrual
                                 class is retired.

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

Planned Principal 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
                                 pool of 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.

Scheduled Principal...........   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 pool of assets. These two rates
                                 are the endpoints for the "structuring range"
                                 for the scheduled principal class.


                                       28



Senior Support................   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 certificates
                                 are no longer outstanding.

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 security may be identified as a sequential
                                 pay class.

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 "senior support
                                 class" until the class certificate balance of
                                 the support class is reduced to zero.

Targeted Principal or TACs....   A class that is designed to receive principal
                                 payments using a predetermined principal
                                 balance schedule derived by assuming a single
                                 constant prepayment rate for the underlying
                                 pool of assets.

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
                                 mortgage rates borne by the underlying mortgage
                                 loans).

     Credit support for each series of securities may be provided by a mortgage
pool insurance policy, mortgage insurance policy, special hazard insurance
policy, bankruptcy bond, letter of credit, purchase obligation, reserve fund,
any uncertificated interest in the trust assets, overcollateralization,
financial guaranty insurance policy, derivative products, surety bond or other
credit enhancement as described under "Description of Credit Enhancement," or
by the subordination of one or more classes of securities as described under
"Description of Credit Enhancement--Subordination" or by any combination of the
foregoing.

FORM OF SECURITIES

     As specified in the accompanying prospectus supplement, the securities of
each series will be issued either as physical securities or in book-entry form.
If issued as physical securities, the securities will be in fully registered
form only in the denominations specified in the accompanying prospectus
supplement, and will be transferable and exchangeable at the corporate trust
office of the certificate registrar or note registrar, as applicable, appointed
under the related pooling and servicing agreement or indenture to register the
securities. No service charge will be made for any registration of exchange or
transfer of securities, but the trustee may require payment of a sum sufficient
to cover any tax or other governmental charge. The term securityholder or
holder refers to the entity whose name appears on the records of the security
registrar or, if applicable, a transfer agent, as the registered holder of the
security, except as otherwise indicated in the accompanying prospectus
supplement.

     If issued in book-entry form, the classes of a series of securities will
be initially issued through the book-entry facilities of The Depository Trust
Company, or DTC. No global security representing book-entry securities may be
transferred except as a whole by DTC to a nominee of DTC, or by a


                                       29



nominee of DTC to another nominee of DTC. DTC or its nominee will be the only
registered holder of the securities and will be considered the sole
representative of the beneficial owners of securities for all purposes.

     The registration of the global securities in the name of Cede & Co. will
not affect beneficial ownership and is performed merely to facilitate subsequent
transfers. The book-entry system is also used because it eliminates the need for
physical movement of securities. The laws of some jurisdictions, however, may
require some purchasers to take physical delivery of their securities in
definitive form. These laws may impair the ability to own or transfer book-entry
securities.

     Purchasers of securities in the United States may hold interests in the
global securities through DTC, either directly, if they are participants in that
system, or otherwise indirectly through a participant in DTC. Purchasers of
securities in Europe may hold interests in the global securities through
Clearstream, Luxembourg, or through Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

     Because DTC will be the only registered owner of the global securities,
Clearstream, Luxembourg and Euroclear will hold positions through their
respective U.S. depositories, which in turn will hold positions on the books of
DTC.

     DTC is a limited-purpose trust company organized under the laws of the
State of New York, which holds securities for its DTC participants, which
include securities brokers and dealers, banks, trust companies and clearing
corporations. DTC together with the Clearstream and Euroclear System
participating organizations facilitates the clearance and settlement of
securities transactions between participants through electronic book-entry
changes in the accounts of participants. Other institutions that are not
participants but indirect participants which clear through or maintain a
custodial relationship with participants have indirect access to DTC's clearance
system.

     No beneficial owner in an interest in any book-entry security will be
entitled to receive a security representing that interest in registered,
certificated form, unless either (i) DTC ceases to act as depository for that
security and a successor depository is not obtained, or (ii) the depositor
notifies DTC of its intent to terminate the book-entry system and, upon receipt
of a notice of intent from DTC, the participants holding beneficial interests in
the book-entry securities agree to initiate a termination. Upon the occurrence
of one of the foregoing events, the trustee is required to notify, through DTC,
participants who have ownership of DTC registered securities as indicated on the
records of DTC of the availability of definitive securities for their DTC
registered securities. Upon surrender by DTC of the definitive securities
representing the DTC registered securities and upon receipt of instructions from
DTC for re-registration, the trustee will reissue the DTC registered securities
as definitive securities issued in the respective principal amounts owned by
individual beneficial owners, and thereafter the trustee and the master servicer
will recognize the holders of the definitive securities as securityholders under
the pooling and servicing agreement or indenture, as applicable.

     Because of time zone differences, the securities account of a Clearstream
or Euroclear System participant as a result of a transaction with a DTC
participant, other than a depositary holding on behalf of Clearstream or
Euroclear System, will be credited during a subsequent securities settlement
processing day, which must be a business day for Clearstream or Euroclear
System, as the case may be, immediately following the DTC settlement date.
Credits or any transactions in those securities settled during this processing
will be reported to the relevant Euroclear System participant or Clearstream
participants on that business day. Cash received in Clearstream or Euroclear
System as a result of sales of securities by or through a Clearstream
participant or Euroclear System participant to a DTC participant, other than the
depositary for Clearstream or Euroclear System, will be received with value on
the DTC settlement date, but will be available in the relevant Clearstream or
Euroclear System 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 participants and Euroclear System participants
will occur in accordance with their respective rules and operating procedures.


                                       30



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

     Clearstream, as a professional depository, holds securities for its
participating organizations and facilitates the clearance and settlement of
securities transactions between Clearstream participants through electronic
book-entry changes in accounts of Clearstream participants, thereby eliminating
the need for physical movement of securities. As a professional depository,
Clearstream is subject to regulation by the Luxembourg Monetary Institute.

     Euroclear System was created to hold securities for participants of
Euroclear System and to clear and settle transactions between Euroclear System
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of securities and
any risk from lack of simultaneous transfers of securities and cash. The
Euroclear System operator is Euroclear Bank S.A./N.V., under contract with the
clearance cooperative, Euroclear System Clearance Systems S.C., a Belgian
co-operative corporation. All operations are conducted by the Euroclear System
operator, and all Euroclear System securities clearance accounts and Euroclear
System cash accounts are accounts with the Euroclear System operator, not the
clearance cooperative.

     The clearance cooperative establishes policy for Euroclear System on behalf
of Euroclear System participants. Securities clearance accounts and cash
accounts with the Euroclear System operator are governed by the terms and
conditions Governing Use of Euroclear System and the related operating
procedures of the Euroclear System and applicable Belgian law. The terms and
conditions govern transfers of securities and cash within Euroclear System,
withdrawals of securities and cash from Euroclear System, and receipts of
payments for securities in Euroclear System. All securities in Euroclear System
are held on a fungible basis without attribution of specific securities to
specific securities clearance accounts.

     Distributions on the book-entry securities will be forwarded by the trustee
to DTC, and DTC will be responsible for forwarding those payments to
participants, each of which will be responsible for disbursing the payments to
the beneficial owners it represents or, if applicable, to indirect participants.
Accordingly, beneficial owners may experience delays in the receipt of payments
relating to their securities. Under DTC's procedures, DTC will take actions
permitted to be taken by holders of any class of book-entry securities under the
related agreement only at the direction of one or more participants to whose
account the book-entry securities are credited and whose aggregate holdings
represent no less than any minimum amount of percentage interests or voting
rights required therefor. DTC may take conflicting actions for any action of
securityholders of any class to the extent that participants authorize those
actions. None of the master servicer, the servicer, the depositor, the trustee
or any of their respective affiliates has undertaken any responsibility or
assumed any responsibility for any aspect of the records relating to or payments
made on account of beneficial ownership interests in the book-entry securities,
or for maintaining, supervising or reviewing any records relating to those
beneficial ownership interests.

ASSIGNMENT OF LOANS

     At the time of issuance of a series of securities, the depositor will cause
the loans and any other assets included in the related trust to be assigned
without recourse to the trustee or owner trustee or its nominee, which may be
the custodian, together with, all principal and interest received on the trust
assets after the last day of the month of the cut-off date, but not including
principal and interest due on or before such


                                       31



date or any Excluded Spread. Each loan will be identified in a schedule
appearing as an exhibit to the related agreement. Each schedule of loans will
include, among other things, information as to the principal balance of each
loan as of the cut-off date, as well as information respecting the loan rate,
the currently scheduled monthly payment of principal and interest, the maturity
of the mortgage note and the LTV ratio or combined LTV ratio and junior mortgage
ratio, as applicable, at origination or modification.

     If stated in the accompanying prospectus supplement, and in accordance with
the rules of membership of MERSCORP, Inc. and/or Mortgage Electronic
Registration Systems, Inc. or, MERS (Registered Trademark), assignments of
mortgages for any trust asset in the related trust will be registered
electronically through Mortgage Electronic Registration Systems, Inc., or MERS
(Registered Trademark) System. For trust assets registered through the MERS
(Registered Trademark) System, MERS (Registered Trademark) shall serve as
mortgagee of record solely as a nominee in an administrative capacity on behalf
of the trustee and shall not have any interest in any of those trust assets.

     The depositor will, as to each mortgage loan other than mortgage loans
underlying any mortgage securities, deliver to the trustee or to the custodian,
the mortgage note and any modification or amendment thereto endorsed without
recourse either in blank or to the order of the trustee or its nominee. In
addition, except as provided below for some series of securities backed by Trust
Balances of revolving credit loans, the depositor will, as to each loan that is
a trust asset, deliver to an entity specified in the accompanying prospectus
supplement, which may be the sponsor, the servicer, the master servicer, the
trustee, a custodian or another entity appointed by the trustee, a set of the
remaining legal documents relating to each loan that are in possession of the
depositor. Depending on the type of trust asset, the legal documents may include
the following, as applicable:

     o    the mortgage, except for any mortgage not returned from the public
          recording office, with evidence of recording indicated thereon or a
          copy of the mortgage with evidence of recording indicated thereon or,
          in the case of a Cooperative Loan or a Mexico Loan, the respective
          security agreements and any applicable UCC financing statements;

     o    an assignment in recordable form of the mortgage, except in the case
          of a mortgage registered with MERS (Registered Trademark), or a copy
          of such assignment with evidence of recording indicated thereon or,
          for a Cooperative Loan, an assignment of the respective security
          agreements, any applicable financing statements, recognition
          agreements, relevant stock certificates, related blank stock powers
          and the related proprietary leases or occupancy agreements and, for a
          mixed-use mortgage loan and multifamily mortgage loan, the assignment
          of leases, rents and profits, if separate from the mortgage, and an
          executed reassignment of the assignment of leases, rents and profits
          and, with respect to a Mexico Loan, an assignment of the borrower's
          beneficial interest in the Mexican trust;

     o    if applicable, any riders or modifications to the mortgage note and
          mortgage or a copy of any riders or modifications to the mortgage note
          and mortgage, together with any other documents at such times as
          described in the related agreement; and

     o    if applicable, the original contract and copies of documents and
          instruments related to each contract and, other than in the case of
          unsecured contracts, the security interest in the property securing
          the related contract.

     Assignments of the loans, including contracts secured by liens on mortgaged
property, will be recorded in the appropriate public recording office, except
for mortgages registered with MERS (Registered Trademark) or in states where, in
the opinion of counsel acceptable to the trustee, the recording is not required
to protect the trustee's interests in the loans against the claim of any
subsequent transferee or any successor to or creditor of the depositor or the
originator of the loans, or where failure to record assignments will not
adversely affect the rating of the securities by any rating agency. The
assignments may be blanket assignments covering mortgages secured by mortgaged
properties located in the same county, if permitted by law.

     If so provided in the accompanying prospectus supplement, the depositor may
not be required to deliver one or more of the related documents if any of the
documents are missing from the files of the party from whom the loans were
purchased. For example, in the case of loans purchased under


                                       32



Residential Funding Company, LLC's negotiated conduit asset program, the
depositor will not be required to deliver documentation that was missing from
the files of the seller.

     In the case of contracts, the depositor, the master servicer or the
servicer will cause a financing statement to be executed by the depositor
identifying the trustee as the secured party and identifying all contracts as
collateral. However, the accompanying prospectus supplement will specify whether
the contracts will not be stamped or otherwise marked to reflect their
assignment from the depositor to the trust and no recordings or filings will be
made in the jurisdictions in which the manufactured homes are located. See
"Certain Legal Aspects of the Loans--The Manufactured Housing Contracts" and
"--The Home Improvement Contracts."

     Any mortgage for a loan secured by mortgaged property located in Puerto
Rico will be either a Direct Puerto Rico Mortgage or an Endorsable Puerto Rico
Mortgage. Endorsable Puerto Rico Mortgages do not require an assignment to
transfer the related lien. Rather, transfer of those mortgages follows an
effective endorsement of the related mortgage note and, therefore, delivery of
the assignment referred to in the fifth preceding paragraph would be
inapplicable. Direct Puerto Rico Mortgages, however, require an assignment to be
recorded for any transfer of the related lien and the assignment would be
delivered to the sponsor, the servicer, the master servicer, the trustee, or the
custodian, as applicable.

     If, for any loan including any contract secured by a lien on mortgaged
property, the depositor cannot deliver the mortgage or any assignment with
evidence of recording thereon concurrently with the execution and delivery of
the related agreement because of a delay caused by the public recording office
or a delay in the receipt of information necessary to prepare the related
assignment, the depositor will deliver or cause to be delivered to the sponsor,
the servicer, the master servicer, the trustee or the custodian, as applicable,
a copy of the mortgage or assignment. The depositor will deliver or cause to be
delivered to the sponsor, the servicer, the master servicer, the trustee or the
custodian, as applicable, such mortgage or assignment with evidence of recording
indicated thereon after receipt thereof from the public recording office or from
the related master servicer or servicer.

     In most cases, the trustee or the custodian, as applicable, will review the
mortgage notes delivered to it within 90 days after receipt. If such mortgage
note is found to be defective in any material respect, the trustee or the
custodian, as applicable, shall notify the master servicer or servicer and the
depositor, and the master servicer, the servicer or the trustee shall notify the
seller, including a designated seller. Other than with respect to loans
purchased under Residential Funding Company, LLC's negotiated conduit asset
program or other loans as specified in the accompanying prospectus supplement,
if the seller cannot cure the defect within 60 days, or within the other period
specified in the related prospectus supplement, after notice of the defect is
given to the seller, the seller is required to, not later than 90 days after
such notice, or within the other period specified in the related prospectus
supplement, either repurchase the related loan or any property acquired in
respect of it from the trustee or, if permitted, substitute for that loan a new
loan in accordance with the standards described in this prospectus. The
accompanying prospectus supplement will specify whether the purchase price for
any loan will be equal to the principal balance thereof as of the date of
purchase plus accrued and unpaid interest less the amount, expressed as a
percentage per annum, payable for servicing or administrative compensation and
the Excluded Spread, if any. There can be no assurance that the applicable
seller or designated seller will fulfill its obligation to purchase or
substitute any loan as described above. In most cases only the seller or the
designated seller, and not Residential Funding Company, LLC, will be obligated
to repurchase a loan for a material defect in a constituent document. The
obligation to repurchase or substitute for a loan constitutes the sole remedy
available to the securityholder or the trustee for a material defect in a
constituent document. Any loan not so purchased or substituted for shall remain
in the related trust.

     For any series of securities backed by Trust Balances of revolving credit
loans, the foregoing documents in most cases will have been delivered to an
entity specified in the accompanying prospectus supplement, which may be the
trustee, a custodian or another entity appointed by the trustee. That entity
shall hold those documents as or on behalf of the trustee for the benefit of the
securityholders, for the Trust Balances thereof, and on behalf of any other
applicable entity for any Excluded Balance thereof, as


                                       33



their respective interests may appear. In those cases, the review of the related
documents need not be performed if a similar review has previously been
performed by the entity holding the documents for an Excluded Balance and such
review covered all documentation for any Trust Balance.

     Under some circumstances, as to any series of securities, the depositor may
have the option to repurchase trust assets from the trust for cash, or in
exchange for other trust assets or Permitted Investments. Alternatively, for any
series of securities secured by private securities, the depositor may have the
right to repurchase loans from the entity that issued the private securities.
All provisions relating to these optional repurchase provisions will be
described in the accompanying prospectus supplement.

REPRESENTATIONS WITH RESPECT TO LOANS

     Except in the case of a Designated Seller Transaction, all of the
representations and warranties of a seller relating to a trust asset will have
been made as of the date on which the related seller sold the trust asset to the
depositor, Residential Funding Company, LLC, GMAC Mortgage Corporation or one of
their affiliates or the date that the trust asset was originated. In a
Designated Seller Transaction, the Designated Seller would make substantially
the same representations and warranties, which are not expected to vary in any
material respect. The date as of which the representations and warranties were
made typically will be a date prior to the date of issuance of the related
series of securities. A substantial period of time may elapse between the date
as of which the representations and warranties were made and the date of
issuance of the related series of securities. The seller's repurchase obligation
if any, or, if specified in the accompanying prospectus supplement, limited
substitution option, will not arise if, after the sale of the related trust
asset, an event occurs that would have given rise to such an obligation had the
event occurred prior to that period.

     Except in the case of (i) a Designated Seller Transaction, (ii) loans
acquired under Residential Funding Company, LLC's negotiated conduit asset
program, or (iii) loans underlying any private securities, for any loan, in most
cases, Residential Funding Company, LLC will provided all of the representations
and warranties required by the applicable rating agency or agencies. Residential
Funding Company, LLC generally will represent and warrant that:

     o    as of the cut-off date, the information set forth in a listing of the
          related loans was true and correct in all material respects;

     o    to the best of Residential Funding Company, LLC's knowledge, if
          required by applicable underwriting standards or unless otherwise
          stated in the accompanying prospectus supplement, each loan that is
          secured by a first lien on the related mortgaged property is the
          subject of a primary insurance policy;

     o    Residential Funding Company, LLC had good title to the loan and the
          loan is not subject to offsets, defenses or counterclaims except as
          may be provided under the Servicemembers Civil Relief Act, or Relief
          Act, and except for any buy-down agreement for a Buy-Down Loan;

     o    to the best of Residential Funding Company, LLC's knowledge, each
          mortgaged property is free of material damage and is in good repair;

     o    each loan complied in all material respects with all applicable local,
          state and federal laws at the time of origination;

     o    to the best of Residential Funding Company, LLC's knowledge, there is
          no delinquent tax or assessment lien against the related mortgaged
          property; and

     o    to the best of Residential Funding Company, LLC's knowledge, any home
          improvement contract that is partially insured by the FHA under Title
          I was originated in accordance with applicable FHA regulations and is
          insured, without set-off, surcharge or defense by the FHA.

To the extent described in the accompanying prospectus supplement, enforcement
of any remedies for a breach of a representation and warranty may be limited to
a specific period of time.


                                       34



     In addition, except in the case of a Designated Seller Transaction,
Residential Funding Company, LLC will be obligated to repurchase or substitute
for any loan as to which it is discovered that the related mortgage does not
create a valid lien having at least the priority represented and warranted in
the related agreement on or, in the case of a Cooperative Loan, a perfected
security interest in, the related mortgaged property, subject only to the
following:

     o    liens of real property taxes and assessments not yet due and payable;

     o    covenants, conditions and restrictions, rights of way, easements and
          other matters of public record as of the date of recording of such
          mortgage and certain other permissible title exceptions;

     o    liens of any senior mortgages, in the case of loans secured by junior
          liens on the related mortgaged property; and

     o    other encumbrances to which like properties are commonly subject that
          do not materially adversely affect the value, use, enjoyment or
          marketability of the mortgaged property.

     Sellers will typically make certain limited representations and warranties
with respect to the trust assets that they sell. However, trust assets purchased
from certain unaffiliated sellers may be purchased with very limited or no
representations and warranties. In addition, unless provided in the accompanying
prospectus supplement, the representations and warranties of the seller will not
be assigned to the trustee for the benefit of the holders of the related series
of securities, and therefore a breach of the representations and warranties of
the seller, in most cases, will not be enforceable on behalf of the trust.

REPURCHASES OF LOANS

     If a designated seller or Residential Funding Company, LLC cannot cure a
breach of any representation or warranty made by it relating to any loan, or if
a seller cannot cure a breach of any representation or warranty made by it that
is assigned to the trust, within 90 days after notice from the master servicer,
the servicer or the trustee, and the breach materially and adversely affects the
interests of the securityholders in the loan, the designated seller, Residential
Funding Company, LLC or the seller, as the case may be, will be obligated to
purchase the loan. The purchase price for any loan will be equal to the
principal balance thereof as of the date of purchase plus accrued and unpaid
interest less the amount, expressed as a percentage per annum, payable for
servicing or administrative compensation and the Excluded Spread, if any. In
certain limited cases, a substitution may be made in lieu of such repurchase
obligation. See "--Limited Right of Substitution" below.

     Because the listing of the related loan in most cases contains information
for the loan as of the cut-off date, prepayments and, in certain limited
circumstances, modifications to the interest rate and principal and interest
payments may have been made for one or more of the related loans between the
cut-off date and the closing date. No seller will be required to repurchase or
substitute for any loan as a result of any such prepayment or modification.

     In addition, the accompanying prospectus supplement will specify whether
the loan files for certain of the loans may be missing the original executed
mortgage notes as a result of being lost, misfiled, misplaced or destroyed. With
respect to all such loans, the depositor in most cases will deliver a lost note
affidavit to the trustee or custodian certifying that the original mortgage note
has been lost or destroyed, together with a copy of the related mortgage note.
In addition, some of the loans may be missing intervening assignments. None of
the depositor, Residential Funding Company, LLC or the seller will be obligated
to purchase loans acquired under the negotiated conduit asset program, or other
loans as specified in the accompanying prospectus supplement, for missing or
defective documentation. However, in the event of foreclosure on one of these
loans, to the extent those missing documents materially and adversely affect the
master servicer's or servicer's ability to foreclose on the related loan,
Residential Funding Company, LLC will be obligated to repurchase or substitute
for the loan.

     The master servicer is not obligated to review, and will not review, every
loan that is in foreclosure or delinquent to determine if a breach of a
representation and warranty has occurred. The master servicer


                                       35



will maintain policies and procedures regarding repurchase practices that are
consistent with its general servicing activities. These policies and procedures
generally will limit review of loans that are seasoned and these policies and
procedures are subject to change, in good faith, to reflect the master
servicer's current servicing activities. Application of these policies and
procedures may result in losses being borne by the related credit enhancement
and, to the extent not available, the related securityholders.

     The master servicer or servicer will be entitled to reimbursement for any
costs and expenses incurred in pursuing these purchase or substitution
obligations, including but not limited to any costs or expenses associated with
litigation. In instances where a seller is unable, or disputes its obligation,
to purchase affected loans, the master servicer or servicer, employing the
standards described in the preceding paragraph, may negotiate and enter into one
or more settlement agreements with that seller that could provide for, among
other things, the purchase of only a portion of the affected loans or coverage
of some loss amounts. Any such settlement could lead to losses on the loans that
would be borne by the related credit enhancement, and to the extent not
available, on the related securities.

     Furthermore, the master servicer or servicer may pursue foreclosure or
similar remedies concurrently with pursuing any remedy for a breach of a
representation and warranty. However, the master servicer or servicer is not
required to continue to pursue both remedies if it determines that one remedy is
more likely to result in a greater recovery. In accordance with the
above-described practices, the master servicer or servicer will not be required
to enforce any purchase obligation of a designated seller, Residential Funding
Company, LLC or seller, if the master servicer or servicer determines in the
reasonable exercise of its business judgment that the matters related to the
misrepresentation did not directly cause or are not likely to directly cause a
loss on the related loan. The foregoing obligations will constitute the sole
remedies available to securityholders or the trustee for a breach of any
representation by a designated seller, Residential Funding Company, LLC in its
capacity as a seller of loans to the depositor or the seller, or for any other
event giving rise to the obligations.

     Neither the depositor nor the master servicer or servicer will be obligated
to purchase a loan if a designated seller defaults on its obligation to do so,
and no assurance can be given that a designated seller will carry out those
obligations. This type of default by a designated seller is not a default by the
depositor or by the master servicer or servicer. Any loan not so purchased or
substituted for shall remain in the related trust and any losses related to it
will be allocated to the related credit enhancement, and to the extent not
available, to the related securities.

     For any seller that requests the master servicer's or servicer's consent to
the transfer of subservicing rights relating to any loans to a successor
servicer, the master servicer or servicer may release that seller from liability
under its representations and warranties described above, on the assumption of
the successor servicer of the seller's liability for the representations and
warranties as of the date they were made. In that event, the master servicer's
or servicer's rights under the instrument by which the successor servicer
assumes the seller's liability will be assigned to the trustee, and the
successor servicer shall be deemed to be the "seller" for purposes of the
foregoing provisions.

LIMITED RIGHT OF SUBSTITUTION

     In the case of a loan required to be repurchased from the trust, a
designated seller or Residential Funding Company, LLC may substitute a new loan
for the repurchased loan that was removed from the trust, during the limited
time period described below. Under some circumstances, any substitution must be
effected within 120 days of the date of the issuance of the securities for a
trust. For a trust for which a REMIC election is to be made, the substitution
must be effected within two years of the date of the issuance of the securities,
and may not be made unless an opinion of counsel is delivered to the effect that
the substitution would not cause the trust to fail to qualify as a REMIC and
either (a) an opinion of counsel is delivered to the effect that such
substitution would not result in a prohibited transaction tax under the Internal
Revenue Code or (b) the trust is indemnified for any prohibited transaction tax
that may result from the substitution.


                                       36



     In most cases, any qualified substitute loan will, on the date of
substitution:

     o    have an outstanding principal balance, after deduction of the
          principal portion of the monthly payment due in the month of
          substitution, not in excess of the outstanding principal balance of
          the repurchased loan;

     o    have a loan rate and a Net Loan Rate not less than, and not more than
          one percentage point greater than, the loan rate and Net Loan Rate,
          respectively, of the repurchased loan as of the date of substitution;

     o    have an LTV ratio or combined LTV ratio, as applicable, at the time of
          substitution no higher than that of the repurchased loan;

     o    have a remaining term to maturity not greater than, and not more than
          one year less than, that of the repurchased loan;

     o    be secured by mortgaged property located in the United States, unless
          the repurchased loan was a Mexico Loan or a loan secured by mortgaged
          property located in Puerto Rico, in which case the qualified
          substitute loan may be a Mexico Loan or a loan secured by mortgaged
          property located in Puerto Rico, respectively; and

     o    comply with all of the representations and warranties made with
          respect to the repurchased loans as of the date of substitution.

     If the outstanding principal balance of a qualified substitute loan is less
than the outstanding principal balance of the related repurchased loan, the
amount of the shortfall shall be deposited into the Custodial Account in the
month of substitution for distribution to the related securityholders. There may
be additional requirements relating to ARM loans, revolving credit loans,
negative amortization loans or other specific types of loans, or additional
provisions relating to meeting the foregoing requirements on an aggregate basis
where a number of substitutions occur contemporaneously. The prospectus
supplement will indicate whether a seller will have the option to substitute for
a mortgage loan or contract that it is obligated to repurchase in connection
with a breach of representation and warranty.

CERTAIN INSOLVENCY AND BANKRUPTCY ISSUES

     Each seller, including a designated seller, and the depositor will
represent and warrant that its respective transfer of trust assets constitutes a
valid sale and assignment of all of its right, title and interest in and to such
trust assets, except to the extent that such seller or the depositor retains any
security. Nevertheless, if a seller were to become a debtor in a bankruptcy case
and a creditor or bankruptcy trustee of such seller, or such seller as a
debtor-in-possession, were to assert that the sale of the trust assets from such
seller to the depositor should be recharacterized as a pledge of such trust
assets to secure a borrowing by such seller, then delays in payments to the
depositor (and therefore to the trust and the securityholders) could occur and
possible reductions in the amount of such payments could result. In addition, if
a court were to recharacterize the transfer as a pledge and a subsequent
assignee were to take physical possession of any mortgage notes, through
negligence, fraud or otherwise, the trustee's interest in such mortgage notes
could be defeated.

     If an entity with an interest in a loan of which only a partial balance has
been transferred to the trust were to become a debtor under the Bankruptcy Code
and regardless of whether the transfer of the related loan constitutes an
absolute assignment, a bankruptcy trustee or creditor of such entity or such
entity as a debtor-in-possession could assert that such entity retains rights in
the related loan and therefore compel the sale of such loan, including any
partial balance included in the trust, over the objection of the trust and the
securityholders. If that occurs, delays and reductions in payments to the trust
and the securityholders could result.

     The depositor has been structured such that (i) the filing of a voluntary
or involuntary petition for relief by or against the depositor under the
Bankruptcy Code and (ii) the substantive consolidation of the assets and
liabilities of the depositor with those of an affiliated seller is unlikely. The
certificate of


                                       37



incorporation of the depositor restricts the nature of the depositor's business
and the ability of the depositor to commence a voluntary case or proceeding
under such laws without the prior unanimous consent of all directors.

ASSIGNMENT OF AGENCY OR PRIVATE SECURITIES

     The depositor will transfer, convey and assign to the trustee or its
nominee, which may be the custodian, all right, title and interest of the
depositor in the Agency Securities or private securities and other property to
be included in the trust for a series. The assignment will include all principal
and interest due on or for the Agency Securities or private securities after the
cut-off date specified in the accompanying prospectus supplement, except for any
Excluded Spread. The depositor will cause the Agency Securities or private
securities to be registered in the name of the trustee or its nominee, and the
trustee will concurrently authenticate and deliver the securities. The trustee
will not be in possession of or be assignee of record of any underlying assets
for an Agency Security or private security. Each Agency Security or private
security will be identified in a schedule appearing as an exhibit to the related
agreement, which will specify as to each Agency Security or private security
information regarding the original principal amount and outstanding principal
balance of each Agency Security or private security as of the cut-off date, as
well as the annual pass-through rate or interest rate for each Agency Security
or private security conveyed to the trustee.

EXCESS SPREAD AND EXCLUDED SPREAD

     The depositor, the servicer, the seller, the master servicer or any of
their affiliates, or any other entity specified in the accompanying prospectus
supplement may retain or be paid a portion of interest due for the related trust
assets, which will be an uncertificated interest in such trust assets. The
payment of any portion of interest in this manner will be disclosed in the
accompanying prospectus supplement. This payment may be in addition to any other
payment, including a servicing fee, that the specified entity is otherwise
entitled to receive for the trust assets. Any of these payments generated from
the trust assets will represent the Excess Spread. The interest portion of a
Realized Loss and any partial recovery of interest on the trust assets will be
allocated between the owners of any Excess Spread or Excluded Spread and the
securityholders entitled to payments of interest.

PAYMENTS ON LOANS

Collection of Payments on Loans

     The servicer or the master servicer, as applicable, will deposit or will
cause to be deposited into the Custodial Account payments and collections
received by it subsequent to the cut-off date, other than payments due on or
before the cut-off date, as specifically described in the related agreement,
which in most cases, will include the following:

     o    all payments on account of principal of the loans comprising a trust;

     o    all payments on account of interest on the loans comprising that
          trust, net of the portion of each payment thereof retained by the
          master servicer or servicer, if any, as Excess or Excluded Spread, and
          its servicing compensation;

     o    Liquidation Proceeds;

     o    all amounts, net of unreimbursed liquidation expenses and insured
          expenses incurred, and unreimbursed Servicing Advances made, by the
          related subservicer, received and retained, and all Insurance Proceeds
          or proceeds from any alternative arrangements established in lieu of
          any such insurance and described in the applicable prospectus
          supplement, other than proceeds to be applied to the restoration of
          the related property or released to the borrower in accordance with
          the master servicer's or servicer's normal servicing procedures;


                                       38



     o    all subsequent recoveries of amounts related to a mortgage loan as to
          which the master servicer had previously determined that no further
          amounts would be recoverable, resulting in a realized loss, net of
          unreimbursed liquidation expenses and Servicing Advances;

     o    any Buy-Down Funds and, if applicable, investment earnings thereon,
          required to be paid to securityholders;

     o    all proceeds of any loan in the trust purchased or, in the case of a
          substitution, amounts representing a principal adjustment, by the
          depositor, the designated seller, Residential Funding Company, LLC,
          any seller or any other person under the terms of the related
          agreement as described under "Description of the
          Securities--Representations With Respect to Loans" and "--Repurchases
          of Loans";

     o    any amount required to be deposited by the master servicer or servicer
          in connection with losses realized on investments of funds held in the
          Custodial Account; and

     o    any amounts required to be transferred from the Payment Account to the
          Custodial Account.

     In addition to the Custodial Account, the master servicer or servicer will
establish and maintain the Payment Account. Both the Custodial Account and the
Payment Account must be either:

     o    maintained with a depository institution whose debt obligations at the
          time of any deposit therein are rated by any rating agency that rated
          any securities of the related series not less than a specified level
          comparable to the rating category of the securities;

     o    an account or accounts the deposits in which are fully insured to the
          limits established by the FDIC, provided that any deposits not so
          insured shall be otherwise maintained so that, as evidenced by an
          opinion of counsel, the securityholders have a claim with respect to
          the funds in such accounts or a perfected first priority security
          interest in any collateral securing those funds that is superior to
          the claims of any other depositors or creditors of the depository
          institution with which the accounts are maintained;

     o    in the case of the Custodial Account, a trust account or accounts
          maintained in the corporate trust department of a financial
          institution which has debt obligations that meet specified rating
          criteria;

     o    in the case of the Payment Account, a trust account or accounts
          maintained with the trustee; or

     o    any other Eligible Account.

     The collateral that is eligible to secure amounts in an Eligible Account is
limited to some Permitted Investments. A Payment Account may be maintained as an
interest-bearing or a non-interest-bearing account, or funds therein may be
invested in Permitted Investments as described in this prospectus under
"Description of the Securities--Payments on Loans." The Custodial Account may
contain funds relating to more than one series of securities as well as payments
received on other loans and assets serviced or master serviced by the master
servicer or servicer that have been deposited into the Custodial Account.

     Generally, not later than the business day preceding each distribution date
the master servicer or servicer, as applicable, will withdraw from the Custodial
Account and deposit into the applicable Payment Account, in immediately
available funds, the amount to be distributed therefrom to securityholders on
that distribution date. The master servicer, the servicer or the trustee will
also deposit or cause to be deposited into the Payment Account:

     o    the amount of any Advances made by the master servicer or the servicer
          as described in this prospectus under "--Advances;"

     o    any payments under any letter of credit, financial guaranty insurance
          policy, derivative product, and any amounts required to be transferred
          to the Payment Account from a reserve fund, as described under
          "Description of Credit Enhancement";


                                       39



     o    any amounts required to be paid by the master servicer or servicer out
          of its own funds due to the operation of a deductible clause in any
          blanket policy maintained by the master servicer or servicer to cover
          hazard losses on the loans as described under "Insurance Policies on
          Loans" below;

     o    any distributions received on any Agency Securities or private
          securities included in the trust; and

     o    any other amounts as described in the related agreement.

     The portion of any payment received by the master servicer or the servicer
relating to a trust asset that is allocable to Excess Spread or Excluded Spread
will typically be deposited into the Custodial Account, but any Excluded Spread
will not be deposited in the Payment Account for the related series of
securities and will be distributed as provided in the related agreement.

     Any payments or other amounts collected by a Special Servicer with respect
to any specially serviced mortgage loans will be deposited by the related
Special Servicer as described in the accompanying prospectus supplement.

     Funds on deposit in the Custodial Account may be invested in Permitted
Investments maturing in general not later than the business day preceding the
next distribution date and funds on deposit in the related Payment Account may
be invested in Permitted Investments maturing, in general, no later than the
distribution date. Except as otherwise specified in the accompanying prospectus
supplement, all income and gain realized from any investment will be for the
account of the servicer or the master servicer as additional servicing
compensation. The amount of any loss incurred in connection with any such
investment must be deposited in the Custodial Account or in the Payment Account,
as the case may be, by the servicer or the master servicer out of its own funds
at the time of the realization of the loss.

Buy-Down Loans

     For each Buy-Down Loan, the subservicer will deposit the related Buy-Down
Funds provided to it in a Buy-Down Account which will comply with the
requirements described in this prospectus for a Subservicing Account. The
accompanying prospectus supplement will specify whether the terms of all
Buy-Down Loans provide for the contribution of Buy-Down Funds in an amount equal
to or exceeding either (i) the total payments to be made from those funds under
the related buy-down plan or (ii) if the Buy-Down Funds are to be deposited on a
discounted basis, that amount of Buy-Down Funds which, together with investment
earnings thereon will support the scheduled level of payments due under the
Buy-Down Loan.

     Neither the master servicer nor the servicer nor the depositor will be
obligated to add to any discounted Buy-Down Funds any of its own funds should
investment earnings prove insufficient to maintain the scheduled level of
payments. To the extent that any insufficiency is not recoverable from the
borrower or, in an appropriate case, from the subservicer, distributions to
securityholders may be affected. For each Buy-Down Loan, the subservicer will
withdraw from the Buy-Down Account and remit to the master servicer or servicer
on or before the date specified in the applicable subservicing agreement the
amount, if any, of the Buy-Down Funds, and, if applicable, investment earnings
thereon, for each Buy-Down Loan that, when added to the amount due from the
borrower on the Buy-Down Loan, equals the full monthly payment which would be
due on the Buy-Down Loan if it were not subject to the buy-down plan. The
Buy-Down Funds will in no event be a part of the related trust.

     If the borrower on a Buy-Down Loan prepays the mortgage loan in its
entirety during the Buy-Down Period, the applicable subservicer will withdraw
from the Buy-Down Account and remit to the borrower or any other designated
party in accordance with the related buy-down plan any Buy-Down Funds remaining
in the Buy-Down Account. If a prepayment by a borrower during the Buy-Down
Period together with Buy-Down Funds will result in full prepayment of a Buy-Down
Loan, the subservicer will, in most cases, be required to withdraw from the
Buy-Down Account and remit to the master servicer or servicer the Buy-Down Funds
and investment earnings thereon, if any, which together with such prepayment
will result in a prepayment in full; provided that Buy-Down Funds may not be
available to


                                       40



cover a prepayment under some mortgage loan programs. Any Buy-Down Funds so
remitted to the master servicer or servicer in connection with a prepayment
described in the preceding sentence will be deemed to reduce the amount that
would be required to be paid by the borrower to repay fully the related mortgage
loan if the mortgage loan were not subject to the buy-down plan.

     Any investment earnings remaining in the Buy-Down Account after prepayment
or after termination of the Buy-Down Period will be remitted to the related
borrower or any other designated party under the buy-down agreement. If the
borrower defaults during the Buy-Down Period for a Buy-Down Loan and the
property securing that Buy-Down Loan is sold in liquidation either by the master
servicer, the servicer, the primary insurer, the pool insurer under the mortgage
pool insurance policy or any other insurer, the subservicer will be required to
withdraw from the Buy-Down Account the Buy-Down Funds and all investment
earnings thereon, if any, and remit the same to the master servicer or servicer
or, if instructed by the master servicer, pay the same to the primary insurer or
the pool insurer, as the case may be, if the mortgaged property is transferred
to that insurer and the insurer pays all of the loss incurred relating to such
default.

     Because Buy-Down Funds may have been provided by a third party such as the
seller of the Mortgaged Property, a home builder, or an employer, such funds may
be subject to third party claims, offsets, defenses or counterclaims in the
event of a dispute between the mortgagor and such third party or otherwise. In
addition, upon foreclosure the inclusion of personal property collateral may
present additional defenses for the mortgagor to assert.

Collection of Payments on Agency Securities or Private Securities

     The trustee will deposit in the Payment Account all payments on the Agency
Securities or private securities as they are received after the cut-off date. If
the trustee has not received a distribution for any Agency Security or private
security by the second business day after the date on which such distribution
was due and payable, the trustee will request the issuer or guarantor, if any,
of such Agency Security or private security to make such payment as promptly as
possible and legally permitted. The trustee may take any legal action against
the related issuer or guarantor as is appropriate under the circumstances,
including the prosecution of any claims in connection therewith. The reasonable
legal fees and expenses incurred by the trustee in connection with the
prosecution of any legal action will be reimbursable to the trustee out of the
proceeds of the action and will be retained by the trustee prior to the deposit
of any remaining proceeds in the Payment Account pending distribution thereof to
the securityholders of the affected series. If the trustee has reason to believe
that the proceeds of the legal action may be insufficient to cover its projected
legal fees and expenses, the trustee will notify the related securityholders
that it is not obligated to pursue any available remedies unless adequate
indemnity for its legal fees and expenses is provided by the securityholders.

WITHDRAWALS FROM THE CUSTODIAL ACCOUNT

     The servicer or the master servicer, as applicable, may, from time to time,
make withdrawals from the Custodial Account for various purposes, as
specifically described in the pooling and servicing agreement or servicing
agreement, which in most cases will include the following:

     o    to make deposits to the Payment Account as described above under
          "--Payments on Loans;"

     o    to reimburse itself or any subservicer or Special Servicer for any
          Advances, or for any Servicing Advances, out of late payments,
          Insurance Proceeds, Liquidation Proceeds, any proceeds relating to any
          REO Loan or collections on the loan for which those Advances or
          Servicing Advances were made;

     o    to pay to itself or any subservicer unpaid servicing fees and
          subservicing fees, out of payments or collections of interest on each
          loan;


                                       41



     o    to pay to itself as additional servicing compensation any investment
          income on funds deposited in the Custodial Account, any amounts
          remitted by subservicers as interest on partial prepayments on the
          loans, and, if so provided in the related agreement, any profits
          realized on the disposition of a mortgaged property acquired by deed
          in lieu of foreclosure or repossession or otherwise allowed under the
          agreement;

     o    to pay to itself, a subservicer, Residential Funding Company, LLC, the
          depositor or the designated seller all amounts received for each loan
          purchased, repurchased or removed under the terms of the related
          agreement and not required to be distributed as of the date on which
          the related purchase price is determined;

     o    to pay the depositor or its assignee, or any other party named in the
          accompanying prospectus supplement, all amounts allocable to the
          Excluded Spread, if any, out of collections or payments which
          represent interest on each loan, including any loan as to which title
          to the underlying mortgaged property was acquired;

     o    to reimburse itself or any subservicer or Special Servicer for any
          Nonrecoverable Advance and for Advances that have been capitalized by
          adding the delinquent interest and other amounts owed under the
          mortgage loan or contract to the principal balance of the mortgage
          loan or contract, in accordance with the terms of the related
          agreement;

     o    to reimburse itself or the depositor for other expenses incurred for
          which it or the depositor is entitled to reimbursement, including
          reimbursement in connection with enforcing any repurchase,
          substitution or indemnification obligation of any seller, or against
          which it or the depositor is indemnified under the related agreement;

     o    to withdraw any amount deposited in the Custodial Account that was not
          required to be deposited in the Custodial Account;

     o    to reimburse itself or the depositor for payment of FHA insurance
          premiums, if applicable, or against which it or the depositor is
          indemnified under the related agreement;

     o    to pay to itself or any subservicer for the funding of any draws made
          on the revolving credit loans, if applicable;

     o    to make deposits to the funding account in the amounts and in the
          manner provided in the related agreement, if applicable; and

     o    to clear the Custodial Account of amounts relating to the
          corresponding loans in connection with the termination of the trust
          under the related agreement, as described in "The
          Agreements--Termination; Retirement of Securities."

DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THE SECURITIES

     Beginning on the distribution date in the month next succeeding the month
in which the cut-off date occurs, or any other date as may be set forth in the
accompanying prospectus supplement, for a series of securities, distribution of
principal and interest, or, where applicable, of principal only or interest
only, on each class of securities entitled to such payments will be made either
by the trustee, the master servicer or servicer, as applicable, acting on behalf
of the trustee or a paying agent appointed by the trustee. The distributions
will be made to the persons who are registered as the holders of the securities
at the close of business on the last business day of the preceding month or on
such other day as is specified in the accompanying prospectus supplement.

     Distributions will be made in immediately available funds, by wire transfer
or otherwise, to the account of a securityholder at a bank or other entity
having appropriate facilities, if the securityholder has so notified the
trustee, the master servicer or the servicer, as applicable, or the paying
agent, as the case may be, and the applicable agreement provides for that form
of payment, or by check mailed to the address of the person entitled to such
payment as it appears on the security register. The final distribution in
retirement of the securities of any class, other than a subordinate class, will
be made only on the


                                       42



presentation and surrender of the securities at the office or agency of the
trustee specified in the notice to the securityholders. Distributions will be
made to each securityholder in accordance with that holder's percentage interest
in a particular class.

     The accompanying prospectus supplement will specify whether, as a result of
the provisions described below under "--Servicing and Administration of
Loans--Realization Upon Defaulted Loans," under which the principal balance of a
subordinate class of securities can be increased in certain circumstances after
it was previously reduced to zero, each security of a subordinate class of
securities will be considered to remain outstanding until the termination of the
related trust, even if the principal balance thereof has been reduced to zero.

     The method of determining, and the amount of, distributions of principal
and interest, or, where applicable, of principal only or interest only, on a
particular series of securities will be described in the accompanying prospectus
supplement. Distributions of interest on each class of securities will be made
prior to distributions of principal thereon. Each class of securities, other
than classes of strip securities, may have a different specified interest rate,
or pass-through rate, which may be a fixed, variable or adjustable pass-through
rate, or any combination of two or more pass-through rates. The accompanying
prospectus supplement will specify the pass-through rate or rates for each
class, or the initial pass-through rate or rates, the interest accrual period
and the method for determining the pass-through rate or rates. The accompanying
prospectus supplement will specify whether interest on the securities will
accrue during each calendar month and will be payable on the distribution date
in the following calendar month. The accompanying prospectus supplement will
specify whether interest on any class of securities for any distribution date
may be limited to the extent of available funds for that distribution date.
Interest on the securities will be calculated on the basis of a 360-day year
consisting of twelve 30-day months or, if specified in the accompanying
prospectus supplement, the actual number of days in the related interest period
and a 360 or 365/366-day year.

     On each distribution date for a series of securities, the trustee or the
master servicer or servicer, as applicable, on behalf of the trustee will
distribute or cause the paying agent to distribute, as the case may be, to each
holder of record on the record date of a class of securities specified in the
accompanying prospectus supplement, an amount equal to the percentage interest
represented by the security held by that holder multiplied by that class's
Distribution Amount.

     In the case of a series of securities which includes two or more classes of
securities, the timing, sequential order, priority of payment or amount of
distributions of principal, and any schedule or formula or other provisions
applicable to that determination, including distributions among multiple classes
of senior securities or subordinate securities, shall be described in the
accompanying prospectus supplement. The distributions on any class of securities
will be specified in the accompanying prospectus supplement. Generally,
distributions of principal on any class of securities will be made on a pro rata
basis among all of the securities of that class unless otherwise set forth in
the accompanying prospectus supplement. In addition, as specified in the
accompanying prospectus supplement, payments of principal on the notes will be
limited to monthly principal payments on the loans, any excess interest, if
applicable, applied as principal payments on the notes and any amount paid as a
payment of principal under the related form of credit enhancement. If stated in
the accompanying prospectus supplement, a series of notes may provide for a
revolving period during which all or a portion of the principal collections on
the loans otherwise available for payment to the notes are reinvested in
additional balances or additional loans or accumulated in a trust account
pending the commencement of an amortization period specified in the accompanying
prospectus supplement or the occurrence of events specified in the accompanying
prospectus supplement.

     On the day of the month specified in the accompanying prospectus supplement
as the determination date, the master servicer or servicer, as applicable, will
determine the amounts of principal and interest which will be paid to
securityholders on the immediately succeeding distribution date. Prior to the
close of business on the business day next succeeding each determination date,
the master servicer or servicer, as applicable, will furnish a statement to the
trustee, setting forth, among other things, the amount to be distributed on the
next succeeding distribution date.


                                       43



ADVANCES

     If specified in the accompanying prospectus supplement, the master servicer
or servicer, as applicable, will agree to make Advances, either out of its own
funds, funds advanced to it by subservicers or funds being held in the Custodial
Account for future distribution, for the benefit of the securityholders, on or
before each distribution date, of monthly payments on the loans that were
delinquent as of the close of business on the business day preceding the
determination date on the loans in the related pool, but only to the extent that
the Advances would, in the judgment of the master servicer or servicer, as
applicable, be recoverable out of late payments by the borrowers, Liquidation
Proceeds, Insurance Proceeds or otherwise. Advances will not be made in
connection with revolving credit loans, Home Loans, home improvement contracts,
closed-end home equity loans, negative amortization loans and loans acquired
under Residential Funding Company, LLC's negotiated conduit asset program,
except as otherwise provided in the accompanying prospectus supplement. As
specified in the accompanying prospectus supplement for any series of securities
as to which the trust includes private securities, the master servicer's or
servicer's, as applicable, advancing obligations will be under the terms of such
private securities, as may be supplemented by the terms of the applicable
agreement, and may differ from the provisions relating to Advances described in
this prospectus. Unless specified in the accompanying prospectus supplement, the
master servicer or servicer, as applicable, will not make any advance with
respect to principal on any simple interest loan.

     The amount of any Advance will be determined based on the amount payable
under the loan as adjusted from time to time and as may be modified as described
in this prospectus under "--Servicing and Administration of Loans," and no
Advance will be required in connection with any reduction in amounts payable
under the Relief Act or as a result of certain actions taken by a bankruptcy
court.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to related securityholders. Advances do not represent an
obligation of the master servicer or servicer to guarantee or insure against
losses. If Advances have been made by the master servicer or servicer from cash
being held for future distribution to securityholders, those funds will be
required to be replaced on or before any future distribution date to the extent
that funds in the Payment Account on that distribution date would be less than
payments required to be made to securityholders. Any Advances will be
reimbursable to the master servicer or servicer out of recoveries on the related
loans for which those amounts were advanced, including late payments made by the
related borrower, any related Liquidation Proceeds and Insurance Proceeds,
proceeds of any applicable form of credit enhancement, or proceeds of any loans
purchased by the depositor, Residential Funding Company, LLC, a subservicer, a
seller, or a designated seller.

     Advances will also be reimbursable from cash otherwise distributable to
securityholders to the extent that the master servicer or servicer shall
determine that any Advances previously made are not ultimately recoverable as
described in the third preceding paragraph. In addition, Advances will be
reimbursable from cash otherwise distributable to securityholders if they have
been capitalized by adding the delinquent interest to the outstanding principal
balance of the related mortgage loan or contract, as described under
"--Servicing and Administration of Loans." For any senior/subordinate series, so
long as the related subordinate securities remain outstanding and except for
Special Hazard Losses, Fraud Losses and Bankruptcy Losses, in each case in
excess of specified amounts, and Extraordinary Losses, the Advances may be
reimbursable first out of amounts otherwise distributable to holders of the
subordinate securities, if any. The master servicer or the servicer may also be
obligated to make Servicing Advances, to the extent recoverable out of
Liquidation Proceeds or otherwise, relating to some taxes and insurance premiums
not paid by borrowers on a timely basis. Funds so advanced will be reimbursable
to the master servicer or servicer to the extent permitted by the related
agreement.

     In the case of revolving credit loans, the master servicer or servicer is
required to advance funds to cover any Draws made on a revolving credit loan,
subject to reimbursement by the entity specified in the accompanying prospectus
supplement, provided that as specified in the accompanying prospectus supplement
during any revolving period associated with the related series of securities,
Draws may be covered first from principal collections on the other loans in the
pool.


                                       44



     The master servicer's or servicer's obligation to make Advances may be
supported by another entity, the trustee, a financial guaranty insurance policy,
a letter of credit or other method as may be described in the related agreement.
If the short-term or long-term obligations of the provider of the support are
downgraded by a rating agency rating the related securities or if any collateral
supporting such obligation is not performing or is removed under the terms of
any agreement described in the accompanying prospectus supplement, the
securities may also be downgraded.

PREPAYMENT INTEREST SHORTFALLS

     When a borrower prepays a loan in full between scheduled due dates for the
loan, the borrower pays interest on the amount prepaid only to but not including
the date on which the Principal Prepayment is made. Similarly, Liquidation
Proceeds from a mortgaged property will not include interest for any period
after the date on which the liquidation took place. Partial prepayments will in
most cases be applied as of the most recent due date, so that no interest is due
on the following due date on the amount prepaid.

     If stated in the accompanying prospectus supplement, to the extent funds
are available from the servicing fee or other servicing compensation available
for this purpose, the master servicer or servicer may make an additional payment
to securityholders out of the servicing fee otherwise payable to it for any loan
that prepaid during the related prepayment period equal to the Compensating
Interest for that loan from the date of the prepayment to the related due date.
Compensating Interest on any distribution date in most cases will be limited to
the lesser of (a) 0.125% of the Stated Principal Balance of the mortgage
collateral immediately prior to that distribution date, and (b) the master
servicing fee payable on that distribution date and the reinvestment income
received by the master servicer with respect to the amount payable to the
certificateholders on that distribution date. Compensating Interest may not be
sufficient to cover the Prepayment Interest Shortfall on any distribution date.
Compensating Interest is not generally paid with respect to closed-end home
equity loans, Home Loans and revolving credit loans. If so disclosed in the
accompanying prospectus supplement, Prepayment Interest Shortfalls may be
applied to reduce interest otherwise payable for one or more classes of
securities of a series. See "Yield Considerations."

FUNDING ACCOUNT

     If specified in the accompanying prospectus supplement, a pooling and
servicing agreement, trust agreement or other agreement may provide for the
transfer by the sellers of additional loans to the related trust after the
closing date for the related securities. Any additional loans will be required
to conform to the requirements set forth in the related agreement providing for
such transfer. If a Funding Account is established, all or a portion of the
proceeds of the sale of one or more classes of securities of the related series
or a portion of collections on the loans of principal will be deposited in such
account to be released as additional loans are transferred. The accompanying
prospectus supplement will specify whether a Funding Account will be required to
be maintained as an Eligible Account. All amounts in the Funding Account will be
required to be invested in Permitted Investments and the amount held in the
Funding Account shall at no time exceed 25% of the aggregate outstanding
principal balance of the securities. The accompanying prospectus supplement will
specify whether the related agreement providing for the transfer of additional
loans will provide that all transfers must be made within 90 days, and that
amounts set aside to fund the transfers, whether in a Funding Account or
otherwise, and not so applied within the required period of time will be deemed
to be Principal Prepayments and applied in the manner described in the
prospectus supplement.

REPORTS TO SECURITYHOLDERS

     On each distribution date, the master servicer or servicer will forward or
cause to be forwarded to each securityholder of record, or will make available
to each securityholder of record in the manner described in the accompanying
prospectus supplement, a statement or statements for the related trust setting
forth the information described in the related agreement. The information will
in most cases include the following (as applicable):


                                       45



     o    the applicable record date, determination date and distribution date;

     o    the aggregate amount of payments received with respect to the mortgage
          loans, including prepayment amounts;

     o    the servicing fee payable to the master servicer and the subservicer;

     o    the amount of any other fees or expenses paid, and the identity of the
          party receiving such fees or expenses;

     o    the aggregate amount of interest collections and principal
          collections;

     o    the amount, if any, of the distribution allocable to principal;

     o    the amount, if any, of the distribution allocable to interest and the
          amount, if any, of any shortfall in the amount of interest and
          principal;

     o    the outstanding principal balance or notional amount of each class of
          securities before and after giving effect to the distribution of
          principal on that distribution date;

     o    updated pool composition information, including weighted average
          interest rate and weighted average remaining term;

     o    the balance of the reserve fund, if any, at the opening of business
          and the close of business on that distribution date;

     o    if applicable, the Special Hazard Amount, Fraud Loss Amount and
          Bankruptcy Amount as of the opening of business and as of the close of
          business on the applicable distribution date and a description of any
          change in the calculation of those amounts;

     o    the principal balances of the senior securities as of the closing
          date;

     o    in the case of securities benefiting from alternative credit
          enhancement arrangements described in the prospectus supplement, the
          amount of coverage under alternative arrangements as of the close of
          business on the applicable determination date and a description of any
          credit enhancement substituted therefor;

     o    the aggregate unpaid principal balance of the mortgage collateral
          after giving effect to the distribution of principal on that
          distribution date, and the number of mortgage loans at the beginning
          and end of the reporting period;

     o    based on the most recent reports furnished by subservicers, the number
          and aggregate principal balances of any items of mortgage collateral
          in the related trust that are delinquent (a) 30-59 days, (b) 60-89
          days and (c) 90 or more days, and that are in foreclosure;

     o    the amount of any losses on the mortgage loans during the reporting
          period;

     o    information about the amount, terms and general purpose of any
          advances made or reimbursed during the reporting period;

     o    any material modifications, extensions or waivers to the terms of the
          mortgage loans during the reporting period or that have cumulatively
          become material over time;

     o    any material breaches of mortgage loan representations or warranties
          or covenants in the applicable agreement;

     o    the servicing fee payable to the master servicer or the servicer and
          the subservicer;

     o    the aggregate amount of any Draws;

     o    the FHA insurance amount, if any; and

     o    for any series of securities as to which the trust includes Agency
          Securities or private securities, any additional information as
          required under the related agreement.


                                       46



     In addition to the information described above, reports to securityholders
will contain any other information as is described in the applicable agreement,
which may include, without limitation, information as to Advances,
reimbursements to subservicers, servicers and the master servicer and losses
borne by the related trust.

     In addition, within a reasonable period of time after the end of each
calendar year, the master servicer or servicer will furnish or cause to be
furnished on request a report to each person that was a holder of record of any
class of securities at any time during that calendar year. The report will
include information as to the aggregate of principal and interest distributions
for that calendar year or, if the person was a holder of record of a class of
securities during a portion of that calendar year, for the applicable portion of
that year.

SERVICING AND ADMINISTRATION OF LOANS

General

     The master servicer or any servicer, as applicable, that is a party to a
pooling and servicing agreement or servicing agreement, will be required to
perform the services and duties specified in the related agreement. The master
servicer or servicer may be an affiliate of the depositor. As to any series of
securities secured by Agency Securities or private securities the requirements
for servicing the underlying assets will be described in the accompanying
prospectus supplement. The duties to be performed by the master servicer or
servicer will include the customary functions of a servicer, including but not
limited to:

     o    collection of payments from borrowers and remittance of those
          collections to the master servicer or servicer in the case of a
          subservicer;

     o    maintenance of escrow or impoundment accounts of borrowers for payment
          of taxes, insurance and other items required to be paid by the
          borrower, if applicable;

     o    processing of assumptions or substitutions, although, as specified in
          the accompanying prospectus supplement, the master servicer or
          servicer is, in most cases, required to exercise due-on-sale clauses
          to the extent that exercise is permitted by law and would not
          adversely affect insurance coverage;

     o    attempting to cure delinquencies;

     o    supervising foreclosures;

     o    collections on Additional Collateral;

     o    inspection and management of mortgaged properties under various
          circumstances; and

     o    maintaining accounting records relating to the trust assets.

     Under each servicing agreement, the servicer or the master servicer may
enter into subservicing agreements with one or more subservicers who will agree
to perform certain functions for the servicer or master servicer relating to the
servicing and administration of the loans included in the trust relating to the
subservicing agreement. A subservicer may be an affiliate of the depositor.
Under any subservicing agreement, each subservicer will agree, among other
things, to perform some or all of the servicer's or the master servicer's
servicing obligations, including but not limited to, making Advances to the
related securityholders. The servicer or the master servicer, as applicable,
will remain liable for its servicing obligations that are delegated to a
subservicer as if the servicer or the master servicer alone were servicing such
loans.

     In the event of a bankruptcy, receivership or conservatorship of the master
servicer or servicer or any subservicer, the bankruptcy court or the receiver or
conservator may have the power to prevent both the appointment of a successor to
service the trust assets and the transfer of collections commingled with funds
of the master servicer, servicer or subservicer at the time of its bankruptcy,
receivership or conservatorship. In addition, if the master servicer or servicer
or any subservicer were to become a debtor


                                       47



in a bankruptcy case, its rights under the related agreement, including the
right to service the trust assets, would be property of its bankruptcy estate
and therefore, under the Bankruptcy Code, subject to its right to assume or
reject such agreement.

Collection and Other Servicing Procedures

     The servicer or the master servicer, directly or through subservicers, as
the case may be, will make reasonable efforts to collect all payments called for
under the loans and will, consistent with the related servicing agreement and
any applicable insurance policy, or other credit enhancement, follow the
collection procedures that are normal and usual in its general loan servicing
activities for assets that are comparable to the loans. Consistent with the
previous sentence, the servicer or the master servicer may, in its discretion,
waive any prepayment charge in connection with the prepayment of a loan or
extend the due dates for payments due on a mortgage note, provided that the
insurance coverage for the loan or any coverage provided by any alternative
credit enhancement will not be adversely affected by the waiver or extension.
The master servicer or servicer may also waive or modify any term of a loan so
long as the master servicer or servicer has determined that the waiver or
modification is not materially adverse to any securityholders, taking into
account any estimated loss that may result absent that action. For any series of
securities as to which the trust includes private securities, the master
servicer's or servicer's servicing and administration obligations will be under
the terms of those private securities.

     Under some circumstances, as to any series of securities, the master
servicer or servicer may have the option to purchase trust assets from the trust
for cash, or in exchange for other trust assets or Permitted Investments. All
provisions relating to these optional purchase provisions will be described in
the accompanying prospectus supplement.

     In instances in which a loan is in default, or if default is reasonably
foreseeable, and if determined by the master servicer or servicer to be in the
best interests of the related securityholders, the master servicer or servicer
may engage, either directly or through subservicers, in a wide variety of loss
mitigation practices including waivers, modifications, payment forbearances,
partial forgiveness, entering into repayment schedule arrangements, and
capitalization of arrearages rather than proceeding with foreclosure or
repossession, if applicable. In making that determination, the estimated
Realized Loss that might result if the loan were liquidated would be taken into
account. Modifications may have the effect of, among other things, reducing the
loan rate, forgiving payments of principal, interest or other amounts owed under
the mortgage loan or contract, such as taxes or insurance premiums, extending
the final maturity date of the loan, capitalizing delinquent interest and other
amounts owed under the mortgage loan or contract, or any combination of these or
other modifications. Any modified loan may remain in the related trust, and the
reduction in collections resulting from a modification may result in reduced
distributions of interest or principal on, or may extend the final maturity of,
one or more classes of the related securities.

     Borrowers may, from time to time, request partial releases of the mortgaged
properties, easements, consents to alteration or demolition and other similar
matters. The master servicer or servicer may approve that request if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related loan, that the approval will not
adversely affect the security for, and the timely and full collectability of,
the related loan. Any fee collected by the master servicer or the servicer for
processing that request will be retained by the master servicer or servicer as
additional servicing compensation.

     In connection with any significant partial prepayment of a loan, the master
servicer or servicer, to the extent not inconsistent with the terms of the
mortgage note and local law and practice, may permit the loan to be re-amortized
so that the monthly payment is recalculated as an amount that will fully
amortize its remaining principal amount by the original maturity date based on
the original loan rate, provided that the re-amortization shall not be permitted
if it would constitute a modification of the loan for federal income tax
purposes.

     The master servicer or servicer for a given trust may establish and
maintain an escrow account in which borrowers will be required to deposit
amounts sufficient to pay taxes, assessments, certain mortgage and hazard
insurance premiums and other comparable items unless, in the case of loans
secured by junior


                                       48



liens on the related mortgaged property, the borrower is required to escrow such
amounts under the senior mortgage documents. Withdrawals from any escrow account
may be made to effect timely payment of taxes, assessments, mortgage and hazard
insurance, to refund to borrowers amounts determined to be owed, to pay interest
on balances in the escrow account, if required, to repair or otherwise protect
the mortgaged properties and to clear and terminate such account. The master
servicer or any servicer, as the case may be, will be responsible for the
administration of each such escrow account and will be obligated to make
advances to the escrow accounts when a deficiency exists therein. The master
servicer or servicer will be entitled to reimbursement for any advances from the
Custodial Account.

     Other duties and responsibilities of each servicer and master servicer are
described above under "--Payments on Loans."

Special Servicing

     The related agreement or servicing agreement for a series of securities may
name a Special Servicer, which may be an affiliate of Residential Funding
Company, LLC. The Special Servicer will be responsible for the servicing of
certain delinquent loans including multifamily mortgage loans and mortgage loans
secured by Mixed-Use Properties, as described in the prospectus supplement. A
special servicer for any series of securities may be an affiliate of the
depositor or the master servicer and may hold, or be affiliated with the holder
of, subordinate securities of the series. The Special Servicer may have certain
discretion to extend relief to borrowers whose payments become delinquent. The
Special Servicer may be permitted to grant a period of temporary indulgence to a
borrower or may enter into a liquidating plan providing for repayment by the
borrower, in each case without the prior approval of the master servicer or the
servicer, as applicable. Other types of forbearance typically will require the
approval of the master servicer or servicer, as applicable. The Special Servicer
may also institute foreclosure proceedings with respect to the delinquent
mortgage loans.

     In addition, the master servicer or servicer may enter into various
agreements with holders of one or more classes of subordinate securities or of a
class of securities representing interests in one or more classes of subordinate
securities. Under the terms of those agreements, the holder may, for some
delinquent loans:

     o    instruct the master servicer or servicer to commence or delay
          foreclosure proceedings, provided that the holder deposits a specified
          amount of cash with the master servicer or servicer which will be
          available for distribution to securityholders if Liquidation Proceeds
          are less than they otherwise may have been had the master servicer or
          servicer acted under its normal servicing procedures;

     o    instruct the master servicer or servicer to purchase the loans from
          the trust prior to the commencement of foreclosure proceedings at the
          purchase price and to resell the loans to the holder at such purchase
          price, in which case any subsequent loss on the loans will not be
          allocated to the securityholders; or

     o    become, or designate a third party to become, a subservicer for the
          loans so long as (i) the master servicer or servicer has the right to
          transfer the subservicing rights and obligations of the loans to
          another subservicer at any time or (ii) the holder or its servicing
          designee is required to service the loans according to the master
          servicer's or servicer's servicing guidelines.

     In addition, the accompanying prospectus supplement may provide for the
other types of special servicing arrangements.

Enforcement of "Due-on-Sale" Clauses

     When any mortgaged property relating to a loan, other than an ARM loan, is
about to be conveyed by the borrower, the master servicer or the servicer, as
applicable, directly or through a subservicer, to the extent it has knowledge of
the proposed conveyance, generally will be obligated to exercise the trustee's
rights to accelerate the maturity of such loan under any due-on-sale clause
applicable thereto. A due-on-sale clause will be enforced only if the exercise
of such rights is permitted by applicable law and


                                       49



only to the extent it would not adversely affect or jeopardize coverage under
any primary insurance policy or applicable credit enhancement arrangements. See
"Certain Legal Aspects of the Loans--Enforceability of Certain Provisions."

     If the master servicer or servicer is prevented from enforcing a
due-on-sale clause under applicable law or if the master servicer or servicer
determines that it is reasonably likely that a legal action would be instituted
by the related borrower to avoid enforcement of such due-on-sale clause, the
master servicer or servicer will enter into an assumption and modification
agreement with the person to whom such property has been or is about to be
conveyed, under which such person becomes liable under the mortgage note subject
to certain specified conditions. The original borrower may be released from
liability on a loan if the master servicer or servicer shall have determined in
good faith that such release will not adversely affect the collectability of the
loan. An ARM loan may be assumed if it is by its terms assumable and if, in the
reasonable judgment of the master servicer or servicer, the proposed transferee
of the related mortgaged property establishes its ability to repay the loan and
the security for the ARM loan would not be impaired by the assumption. If a
borrower transfers the mortgaged property subject to an ARM loan without
consent, such ARM loan may be declared due and payable. Any fee collected by the
master servicer or servicer for entering into an assumption or substitution of
liability agreement or for processing a request for partial release of the
mortgaged property in most cases will be retained by the master servicer or
servicer as additional servicing compensation. In connection with any
assumption, the loan rate borne by the related mortgage note may not be altered.

Realization Upon Defaulted Loans

     If a loan, including a contract secured by a lien on a mortgaged property,
is in default, the master servicer or servicer may take a variety of actions,
including foreclosing on the mortgaged property, writing off the principal
balance of the loan as a bad debt, taking a deed in lieu of foreclosure,
accepting a short sale, permitting a short refinancing, arranging for a
repayment plan, capitalization of arrearages or modification as described above,
or taking an unsecured note. Realization on other contracts may be accomplished
through repossession and subsequent resale of the underlying home improvement.
In connection with that decision, the master servicer or servicer will,
following usual practices in connection with senior and junior mortgage
servicing activities or repossession and resale activities, estimate the
proceeds expected to be received and the expenses expected to be incurred in
connection with that foreclosure or repossession and resale to determine whether
a foreclosure proceeding or a repossession and resale is appropriate. To the
extent that a loan secured by a lien on a mortgaged property is junior to
another lien on the related mortgaged property, unless foreclosure proceeds for
that loan are expected to at least satisfy the related senior mortgage loan in
full and to pay foreclosure costs, it is likely that that loan will be written
off as bad debt with no foreclosure proceeding. Similarly, the expense and delay
that may be associated with foreclosing on the borrower's beneficial interest in
the Mexican trust following a default on a Mexico Loan, particularly if eviction
or other proceedings are required to be commenced in the Mexican courts, may
make attempts to realize on the collateral securing the Mexico Loans
uneconomical, thus significantly increasing the amount of the loss on the Mexico
Loan. If title to any mortgaged property is acquired in foreclosure or by deed
in lieu of foreclosure, the deed or certificate of sale will be issued to the
trustee or to its nominee on behalf of securityholders and, if applicable, the
holders of any Excluded Balances.

     Any acquisition of title and cancellation of any REO Loan will be
considered for most purposes to be an outstanding loan held in the trust until
it is converted into a Liquidated Loan.

     For purposes of calculations of amounts distributable to securityholders
relating to an REO Loan, the amortization schedule in effect at the time of any
acquisition of title, before any adjustment by reason of any bankruptcy or any
similar proceeding or any moratorium or similar waiver or grace period, will be
deemed to have continued in effect and, in the case of an ARM loan, the
amortization schedule will be deemed to have adjusted in accordance with any
interest rate changes occurring on any adjustment date, so long as the REO Loan
is considered to remain in the trust. If a REMIC election has been made, any
mortgaged property so acquired by the trust must be disposed of in accordance
with applicable federal income tax regulations and consistent with the status of
the trust as a REMIC. To the extent provided in


                                       50



the related agreement, any income, net of expenses and other than gains
described in the second succeeding paragraph, received by the servicer or the
master servicer on the mortgaged property prior to its disposition will be
deposited in the Custodial Account on receipt and will be available at that time
for making payments to securityholders.

     For a loan in default, the master servicer or servicer may pursue
foreclosure or similar remedies subject to any senior lien positions and certain
other restrictions pertaining to junior loans as described under "Certain Legal
Aspects of the Loans" concurrently with pursuing any remedy for a breach of a
representation and warranty. However, the master servicer or servicer is not
required to continue to pursue both remedies if it determines that one remedy is
more likely to result in a greater recovery. If the mortgage loan is an
Additional Collateral Loan or a Pledged Asset Mortgage Loan, the master servicer
or the servicer may proceed against the related mortgaged property or the
related Additional Collateral or Pledged Assets first, or may proceed against
both concurrently, as permitted by applicable law and the terms under which the
Additional Collateral or Pledged Assets are held, including any third-party
guarantee.

     If a loan is foreclosed upon, brokers may be engaged to sell the related
property and other third party expenses may be incurred. Any fees and expenses
incurred by the master servicer or servicer in pursuing foreclosure and
liquidation of a loan will be reimbursed, resulting in a reduction of
Liquidation Proceeds. The master servicer or servicer may engage affiliates or
may itself perform certain services that might otherwise be performed by third
parties, and may receive fees that it believes in good faith to be reasonable
and consistent with its general servicing activities.

     On the first to occur of final liquidation and a repurchase or substitution
under a breach of a representation and warranty, the loan will be removed from
the related trust. The master servicer or servicer may elect to treat a
defaulted loan as having been finally liquidated if substantially all amounts
expected to be received in connection with that liquidation have been received.
In some cases, the master servicer or servicer will treat a loan that is 180
days or more delinquent as having been finally liquidated. Any additional
liquidation expenses relating to the loan incurred after the initial liquidation
will be reimbursable to the master servicer or servicer from any amounts
otherwise distributable to the related securityholders, or may be offset by any
Subsequent Recovery related to the loan. Alternatively, for purposes of
determining the amount of related Liquidation Proceeds to be distributed to
securityholders, the amount of any Realized Loss or the amount required to be
drawn under any applicable form of credit enhancement, the master servicer or
servicer may take into account minimal amounts of additional receipts expected
to be received, as well as estimated additional liquidation expenses expected to
be incurred in connection with the defaulted loan. On foreclosure of a revolving
credit loan, the related Liquidation Proceeds will be allocated among the Trust
Balances and Excluded Balances as described in the prospectus supplement.

     For some series of securities, the applicable form of credit enhancement
may provide, to the extent of coverage, that a defaulted loan or REO Loan will
be removed from the trust prior to its final liquidation. In addition, the
master servicer, the servicer or the holder of the most subordinate class of
certificates of a series may have the option to purchase from the trust any
defaulted loan after a specified period of delinquency. If a defaulted loan or
REO Loan is not removed from the trust prior to final liquidation, then, upon
its final liquidation, if a loss is realized which is not covered by any
applicable form of credit enhancement or other insurance, the securityholders
will bear the loss. However, if a gain results from the final liquidation of an
REO Loan which is not required by law to be remitted to the related mortgagor,
the master servicer or servicer will be entitled to retain that gain as
additional servicing compensation unless the accompanying prospectus supplement
provides otherwise.

     The accompanying prospectus supplement will specify whether a Subsequent
Recovery shall be distributed to the securityholders in the same manner as
repurchase proceeds or liquidation proceeds received in the prior calendar
month, to the extent that the related Realized Loss was allocated to any class
of securities, if a final liquidation of a loan resulted in a Realized Loss and
thereafter the master servicer or servicer receives such Subsequent Recovery
specifically related to that loan, in connection with a related breach of a
representation or warranty or otherwise. In addition, if so specified in the


                                       51



accompanying prospectus supplement, the principal balance of the class of
subordinate securities with the highest payment priority to which Realized
Losses, other than Special Hazard Losses, Bankruptcy Losses and Fraud Losses in
excess of the amount of coverage provided therefor and Extraordinary Losses,
have been allocated will be increased to the extent that such Subsequent
Recoveries are distributed as principal to any classes of securities. However,
the principal balance of that class of subordinate securities will not be
increased by more than the amount of Realized Losses previously applied to
reduce the principal balance of that class of securities. The amount of any
remaining Subsequent Recoveries will be applied to increase the principal
balance of the class of securities with the next lower payment priority; however
the principal balance of that class of securities will not be increased by more
than the amount of Realized Losses previously applied to reduce the principal
balance of that class of securities, and so on. Holders of securities whose
principal balance is increased in this manner will not be entitled to interest
on the increased balance for any interest accrual period preceding the
distribution date on which the increase occurs. The foregoing provisions will
apply even if the principal balance of a class of subordinate securities was
previously reduced to zero. Accordingly, each class of subordinate securities
will be considered to remain outstanding until the termination of the related
trust.

     In the case of a series of securities other than a senior/subordinate
series, if so provided in the accompanying prospectus supplement, the applicable
form of credit enhancement may provide for reinstatement in accordance with
specified conditions if, following the final liquidation of a loan and a draw
under the related credit enhancement, Subsequent Recoveries are received. For a
description of the master servicer's or the servicer's obligations to maintain
and make claims under applicable forms of credit enhancement and insurance
relating to the loans, see "Description of Credit Enhancement" and "Insurance
Policies on Loans."

     The market value of any Mixed-Use Property or multifamily property obtained
in foreclosure or by deed in lieu of foreclosure will be based substantially on
the operating income obtained from renting the dwelling units and, in the case
of Mixed-Use Property, the commercial units. Since a default on a mortgage loan
secured by Mixed-Use Property or multifamily property is likely to have occurred
because operating income, net of expenses, is insufficient to make debt service
payments on the related mortgage loan, it can be anticipated that the market
value of that property will be less than was anticipated when the related
mortgage loan was originated. To the extent that the equity in the property does
not absorb the loss in market value and the loss is not covered by other credit
support, a loss may be experienced by the related trust.

     For a discussion of legal rights and limitations associated with the
foreclosure of a loan, see "Certain Legal Aspects of the Loans."

     The master servicer or servicer will deal with any defaulted private
securities in the manner set forth in the accompanying prospectus supplement.

Servicing Compensation and Payment of Expenses

     Each servicer or the master servicer, as applicable, will be paid
compensation for the performance of its servicing obligations at the percentage
per annum described in the accompanying prospectus supplement of the outstanding
principal balance of each loan. Any subservicer will also be entitled to the
servicing fee as described in the accompanying prospectus supplement. The
servicer or the master servicer, if any, will deduct the servicing fee for the
loans underlying the securities of a series in an amount to be specified in the
accompanying prospectus supplement. The servicing fees may be fixed or variable.
In addition, the master servicer, any servicer or the relevant subservicers, if
any, will be entitled to servicing compensation in the form of assumption fees,
late payment charges or excess proceeds following disposition of property in
connection with defaulted loans and any earnings on investments held in the
Payment Account or any Custodial Account, to the extent not applied as
Compensating Interest. Any Excess Spread or Excluded Spread retained by a
seller, the master servicer or servicer will not constitute part of the
servicing fee. Regardless of the foregoing, for a series of securities as to
which the trust includes private securities, the compensation payable to the
master servicer or servicer for servicing and administering such private
securities on behalf of the holders of such securities may be based on a


                                       52



percentage per annum described in the accompanying prospectus supplement of the
outstanding balance of such private securities and may be retained from
distributions of interest thereon, if stated in the accompanying prospectus
supplement. In addition, some reasonable duties of the master servicer or the
servicer may be performed by an affiliate of the master servicer or the servicer
who will be entitled to compensation for performance of those duties.

     The master servicer or the servicer will pay or cause to be paid some of
the ongoing expenses associated with each trust and incurred by it in connection
with its responsibilities under the related agreement, including, without
limitation, payment of any fee or other amount payable for some credit
enhancement arrangements, payment of the fees and disbursements of the trustee,
any custodian appointed by the trustee, the security registrar and any paying
agent, and payment of expenses incurred in enforcing the obligations of
subservicers and sellers. The master servicer or the servicer will be entitled
to reimbursement of expenses incurred in enforcing the obligations of
subservicers and sellers under some circumstances. In addition, as indicated in
"--Servicing and Administration of Loans--Collection and Other Servicing
Procedures," the master servicer or the servicer will be entitled to
reimbursements for some of the expenses incurred by it in connection with
Liquidated Loans and in connection with the restoration of mortgaged properties,
such right of reimbursement being prior to the rights of securityholders to
receive any related Liquidation Proceeds, including Insurance Proceeds.

Evidence as to Compliance

     Each pooling and servicing agreement or servicing agreement will require
the master servicer or the servicer, for each series of securities, to deliver
to the trustee, on or before the date in each year specified in the agreement,
and, if required, file with the Commission as part of a Report on 10-K filed on
behalf of each issuing entity, the following documents:

     o    a report regarding its assessment of compliance during the preceding
          calendar year with all applicable servicing criteria set forth in
          relevant Commission regulations with respect to asset-backed
          securities transactions taken as a whole involving the master servicer
          that are backed by the same types of assets as those backing the
          securities, as well as similar reports on assessment of compliance
          received from certain other parties participating in the servicing
          function as required by relevant Commission regulations;

     o    with respect to each assessment report described immediately above, a
          report by a registered public accounting firm that attests to, and
          reports on, the assessment made by the asserting party, as set forth
          in relevant Commission regulations; and

     o    a servicer compliance certificate, signed by an authorized officer of
          the master servicer, to the effect that:

          o    A review of the master servicer's activities during the reporting
               period and of its performance under the applicable related
               agreement has been made under such officer's supervision; and

          o    To the best of such officer's knowledge, based on such review,
               the master servicer has fulfilled all of its obligations under
               the related agreement in all material respects throughout the
               reporting period or, if there has been a failure to fulfill any
               such obligation, in any material respect, specifying each such
               failure known to such officer and the nature and status thereof.

     The master servicer's obligation to deliver to the trustee any assessment
or attestation report described above and, if required, to file the same with
the Commission, is limited to those reports prepared by the master servicer and,
in the case of reports prepared by any other party, those reports actually
received by the master servicer on or before March 31 in each year. In addition,
each servicer or subservicer participating in the servicing function with
respect to more than 5% of the mortgage loans will provide the foregoing
assessment reports with respect to itself and each servicer or subservicer of at
least 10% of the mortgage loans will provide the compliance certificate
described above with respect to its servicing activities.


                                       53



     Furthermore, if any trust includes mortgage securities, either the related
prospectus supplement will specify how to locate Exchange Act reports relating
to such mortgage securities or the required information will be provided in such
trust's Exchange Act reports while it is a reporting entity.

Certain Other Matters Regarding Servicing

     Each servicer or the master servicer, as applicable, may not resign from
its obligations and duties under the related pooling and servicing agreement or
servicing agreement unless each rating agency has confirmed in writing that the
resignation will not qualify, reduce or cause to be withdrawn the then-current
ratings on the securities except on a determination that its duties thereunder
are no longer permissible under applicable law. No resignation will become
effective until the trustee or a successor servicer or master servicer has
assumed the servicer's or the master servicer's obligations and duties under the
related pooling and servicing agreement.

     Each pooling and servicing agreement or servicing agreement will also
provide that neither the servicer, the master servicer, nor any director,
officer, employee or agent of the master servicer or servicer, as applicable,
will be under any liability to the trust or the securityholders for any action
taken or for refraining from taking any action in good faith under the related
agreement, or for errors in judgment. However, neither the servicer, the master
servicer nor any such person will be protected against any liability that would
otherwise be imposed by reason of the failure to perform its obligations in
compliance with any standard of care set forth in the related agreement. The
servicer or the master servicer, as applicable, may, in its discretion,
undertake any action that it may deem necessary or desirable with respect to the
servicing agreement and the rights and duties of the parties thereto and the
interest of the related securityholders. The legal expenses and costs of the
action and any liability resulting therefrom will be expenses, costs and
liabilities of the trust and the servicer or the master servicer will be
entitled to be reimbursed out of funds otherwise distributable to
securityholders.

     The master servicer or the servicer will be required to maintain a fidelity
bond and errors and omissions policy for its officers and employees and other
persons acting on behalf of the master servicer or the servicer in connection
with its activities under the related servicing agreement.

     If the servicer or the master servicer subcontracts the servicing of
mortgaged loans to a Special Servicer, the standard of care for, and any
indemnification to be provided to, the Special Servicer will be set forth in the
related prospectus supplement, pooling and servicing agreement or servicing
agreement.

     A servicer or the master servicer may have other business relationships
with the depositor, any seller or their affiliates.

                        DESCRIPTION OF CREDIT ENHANCEMENT

GENERAL

     As described in the accompanying prospectus supplement, credit support
provided for each series of securities may include one or more or any
combination of the following:

     o    a letter of credit;

     o    subordination provided by any class of subordinated securities for the
          related series;

     o    overcollateralization and excess cash flow;

     o    a mortgage repurchase bond, mortgage pool insurance policy, mortgage
          insurance policy, special hazard insurance policy, bankruptcy bond or
          other types of insurance policies, or a secured or unsecured corporate
          guaranty, as described in the accompanying prospectus supplement;

     o    a reserve fund; or

     o    a financial guaranty insurance policy or surety bond.


                                       54



     If specified in the accompanying prospectus supplement, the loans or home
improvement contracts may be partially insured by the FHA under Title I.

     Credit support for each series of securities may be comprised of one or
more of the above components. Each component will have a dollar limit and may
provide coverage for Realized Losses that are:

     o    Defaulted Mortgage Losses;

     o    Special Hazard Losses;

     o    Bankruptcy Losses; and

     o    Fraud Losses.

     Most forms of credit support will not provide protection against all risks
of loss and will not guarantee repayment of the entire outstanding principal
balance of the securities and interest. If losses occur that exceed the amount
covered by credit support or are of a type that is not covered by the credit
support, securityholders will bear their allocable share of deficiencies. In
particular, Defaulted Mortgage Losses, Special Hazard Losses, Bankruptcy Losses
and Fraud Losses in excess of the amount of coverage provided therefor and
Extraordinary Losses will not be covered. To the extent that the credit
enhancement for any series of securities is exhausted, the securityholders will
bear all further risks of loss not otherwise insured against.

     Credit support may also be provided in the form of an insurance policy
covering the risk of collection and adequacy of any Additional Collateral
provided in connection with any Additional Collateral Loan, as limited by that
insurance policy. As described in the related agreement, credit support may
apply to all of the loans or to some loans contained in a pool.

     For any series of securities backed by Trust Balances of revolving credit
loans, the credit enhancement provided for the securities will cover any portion
of any Realized Losses allocated to the Trust Balances, subject to any
limitations described in this prospectus and in the accompanying prospectus
supplement. See "The Trusts--Revolving Credit Loans."

     Each prospectus supplement will include a description of:

     o    the amount payable under the credit enhancement arrangement, if any,
          provided for a series;

     o    any conditions to payment not otherwise described in this prospectus;

     o    the conditions under which the amount payable under the credit support
          may be reduced and under which the credit support may be terminated or
          replaced; and

     o    the material provisions of any agreement relating to the credit
          support.

     Additionally, each prospectus supplement will contain information for the
issuer of any third-party credit enhancement, if applicable. The related
agreement or other documents may be modified in connection with the provisions
of any credit enhancement arrangement to provide for reimbursement rights,
control rights or other provisions that may be required by the credit enhancer.
To the extent provided in the applicable agreement, the credit enhancement
arrangements may be periodically modified, reduced and substituted for based on
the performance of or on the aggregate outstanding principal balance of the
loans covered. See "Description of Credit Enhancement--Reduction or Substitution
of Credit Enhancement."

     The descriptions of any insurance policies, bonds or other instruments
described in this prospectus or any prospectus supplement and the coverage under
those instruments do not purport to be complete and are qualified in their
entirety by reference to the actual forms of the policies, copies of which
typically will be exhibits to the Form 8-K to be filed with the Securities and
Exchange Commission in connection with the issuance of the related series of
securities.


                                       55



LETTERS OF CREDIT

     If any component of credit enhancement as to any series of securities is to
be provided by a letter of credit, a bank will deliver to the trustee an
irrevocable letter of credit. The letter of credit may provide direct coverage
for the loans. The letter of credit bank, the amount available under the letter
of credit for each component of credit enhancement, the expiration date of the
letter of credit, and a more detailed description of the letter of credit will
be specified in the accompanying prospectus supplement. On or before each
distribution date, the letter of credit bank will be required to make payments
after notification from the trustee, to be deposited in the related Payment
Account for the coverage provided thereby. The letter of credit may also provide
for the payment of Advances.

SUBORDINATION

     A senior/subordinate series of securities will consist of one or more
classes of senior securities and one or more classes of subordinate securities,
as specified in the accompanying prospectus supplement. Subordination of the
subordinate securities of any senior/subordinate series will be effected by the
following method, unless an alternative method is specified in the accompanying
prospectus supplement. In addition, some classes of senior or subordinate
securities may be senior to other classes of senior or subordinate securities,
as specified in the accompanying prospectus supplement.

     For any senior/subordinate series, the total amount available for
distribution on each distribution date, as well as the method for allocating
that amount among the various classes of securities included in the series, will
be described in the accompanying prospectus supplement. In most cases, for any
series, the amount available for distribution will be allocated first to
interest on the senior securities of that series, and then to principal of the
senior securities up to the amounts described in the accompanying prospectus
supplement, prior to allocation of any amounts to the subordinate securities.

     If so provided in the related agreement, the master servicer or servicer
may be permitted, under certain circumstances, to purchase any loan that is two
or more months delinquent in payments of principal and interest, at the
repurchase price. If specified in the accompanying prospectus supplement, any
Realized Loss subsequently incurred in connection with any such loan will be
passed through to the then-outstanding securityholders of the related series in
the same manner as Realized Losses on loans that have not been so purchased,
unless that purchase was made on the request of the holder of the most junior
class of securities of the related series. See "Description of the
Securities--Servicing and Administration of Loans--Special Servicing" above.

     In the event of any Realized Losses not in excess of the limitations
described below (other than Extraordinary Losses), the rights of the subordinate
securityholders to receive distributions will be subordinate to the rights of
the senior securityholders and the owner of Excluded Spread and, as to certain
classes of subordinated securities, may be subordinate to the rights of other
subordinate securityholders.

     Except as noted below, Realized Losses will be allocated to the subordinate
securities of the related series until their outstanding principal balances have
been reduced to zero. Additional Realized Losses, if any, will be allocated to
the senior securities. If the series includes more than one class of senior
securities, the additional Realized Losses will be allocated either on a pro
rata basis among all of the senior securities in proportion to their respective
outstanding principal balances or as otherwise provided in the accompanying
prospectus supplement.

     The accompanying prospectus supplement will describe how Special Hazard
Losses in excess of the Special Hazard Amount will be allocated among all
outstanding classes of securities. In general, such losses will be allocated
among all outstanding classes of securities of the related series on a pro rata
basis in proportion to their outstanding principal balances. The respective
amounts of other specified types of losses, including Fraud Losses and
Bankruptcy Losses, that may be borne solely by the subordinate securities may be
similarly limited to the Fraud Loss Amount and Bankruptcy Amount, and the
subordinate securities may provide no coverage with respect to Extraordinary
Losses or other specified types of losses, as described in the accompanying
prospectus supplement, in which case those losses would be allocated on a pro
rata basis among all outstanding classes of securities or as otherwise specified
in the


                                       56



accompanying prospectus supplement. Each of the Special Hazard Amount, Fraud
Loss Amount and Bankruptcy Amount may be subject to periodic reductions and may
be subject to further reduction or termination, without the consent of the
securityholders, on the written confirmation from each applicable rating agency
that the then-current rating of the related series of securities will not be
adversely affected.

     In most cases, any allocation of a Realized Loss, including a Special
Hazard Loss, Fraud Loss or Bankruptcy Loss, to a security in a
senior/subordinate series will be made by reducing its outstanding principal
balance as of the distribution date following the calendar month in which the
Realized Loss was incurred.

     The rights of holders of the various classes of securities of any series to
receive distributions of principal and interest is determined by the aggregate
outstanding principal balance of each class or, if applicable, the related
notional amount. The outstanding principal balance of any security will be
reduced by all amounts previously distributed on that security representing
principal, and by any Realized Losses allocated thereto. If there are no
Realized Losses or Principal Prepayments on any loan, the respective rights of
the holders of securities of any series to future distributions in most cases
would not change. However, to the extent described in the accompanying
prospectus supplement, holders of senior securities may be entitled to receive a
disproportionately larger amount of prepayments received during specified
periods, which will have the effect, absent offsetting losses, of accelerating
the amortization of the senior securities and increasing the respective
percentage ownership interest evidenced by the subordinate securities in the
related trust, with a corresponding decrease in the percentage of the
outstanding principal balances of the senior securities, thereby preserving the
availability of the subordination provided by the subordinate securities. In
addition, some Realized Losses will be allocated first to subordinate securities
by reduction of their outstanding principal balance, which will have the effect
of increasing the respective ownership interest evidenced by the senior
securities in the related trust.

     If so provided in the accompanying prospectus supplement, some amounts
otherwise payable on any distribution date to holders of subordinate securities
may be deposited into a reserve fund. Amounts held in any reserve fund may be
applied as described under "Description of Credit Enhancement--Reserve Funds"
and in the accompanying prospectus supplement.

     In lieu of the foregoing provisions, subordination may be effected by
limiting the rights of the holders of subordinate securities to receive the
Subordinate Amount to the extent described in the accompanying prospectus
supplement. As specified in the accompanying prospectus supplement, the
Subordinate Amount may be reduced based on the amount of losses borne by the
holders of the subordinate securities as a result of the subordination, a
specified schedule or other method of reduction as the prospectus supplement may
specify.

     The exact terms and provisions of the subordination of any subordinate
security will be described in the accompanying prospectus supplement.

OVERCOLLATERALIZATION AND EXCESS CASH FLOW

     If stated in the accompanying prospectus supplement, interest collections
on the loans may exceed interest payments on the securities and other fees and
expenses of the trust for the related distribution date. To the extent such
excess interest is applied as principal payments on the securities, the effect
will be to reduce the principal balance of the securities relative to the
aggregate outstanding balance of the loans, thereby creating
overcollateralization and additional protection to the securityholders, if and
to the extent specified in the accompanying prospectus supplement. Additionally,
some of this excess cash flow may be used to protect the securities against some
Realized Losses by making an additional payment of principal on the securities
up to the amount of the Realized Loss.

MORTGAGE POOL INSURANCE POLICIES AND MORTGAGE INSURANCE POLICIES

     Protection against losses on all or a portion of the loans in a loan pool
may be obtained by the depositor for a trust in the form of a mortgage pool
insurance policy or a mortgage insurance policy. A mortgage pool insurance
policy covers specified losses on loans to the extent that the primary insurance


                                       57



policy, if required, is not sufficient to cover the loss. Generally, the
insurer's payment obligations under a mortgage pool insurance policy are limited
to a certain amount, which will be stated in the prospectus supplement. As used
in this prospectus, a mortgage insurance policy is a policy that provides
primary mortgage insurance on all of the loans that are subject to the policy.
The insurer's payment obligations will be limited to the amount stated in the
prospectus supplement, if applicable. Each mortgage pool insurance policy or
mortgage insurance policy, in accordance with the limitations described in this
prospectus and in the prospectus supplement, if any, will cover Defaulted
Mortgage Losses on loans in an amount specified in the prospectus supplement. As
described under "--Maintenance of Credit Enhancement," the master servicer or
servicer will use its best reasonable efforts to maintain the mortgage pool
insurance policy or mortgage insurance policy and to present claims to the
insurer on behalf of itself, the trustee and the securityholders. The mortgage
pool insurance policies and mortgage insurance policies, however, are not
blanket policies against loss, since claims may only be made respecting
particular defaulted loans and only on satisfaction of specified conditions
precedent described in the succeeding paragraph. Unless specified in the
accompanying prospectus supplement, the mortgage pool insurance policies may not
cover losses due to a failure to pay or denial of a claim under a primary
insurance policy, irrespective of the reason.

     As more specifically provided in the accompanying prospectus supplement,
each mortgage pool insurance policy or mortgage insurance policy will provide
for conditions under which claims may be presented and covered under the policy.
On satisfaction of these conditions, the insurer will have the option either (a)
to purchase the property securing the defaulted loan at a price described in the
prospectus supplement, or (b) to pay the portion of the loss specified in the
prospectus supplement. In the case of a mortgage pool insurance policy, payments
(i) may be reduced because of an aggregate payment limitation on the policy and
(ii) may be net of some amounts paid or assumed to have been paid under any
related primary insurance policy.

     Securityholders may experience a shortfall in the amount of interest
payable on the related securities in connection with the payment of claims under
a mortgage pool insurance policy or a mortgage insurance policy because the
insurer may not be required to remit unpaid interest through the end of the
month in which the claim is paid. In addition, the securityholders may also
experience losses on the related securities in connection with payments made
under a mortgage pool insurance policy or mortgage insurance policy to the
extent that the master servicer or servicer expends funds to cover unpaid real
estate taxes or to repair the related mortgaged property in order to make a
claim under a mortgage pool insurance policy or mortgage insurance policy, as
those amounts may not be covered by payments under the applicable policy and may
be reimbursable to the master servicer or servicer from funds otherwise payable
to the securityholders. If any mortgaged property securing a defaulted loan is
damaged and proceeds, if any (see "--Special Hazard Insurance Policies" below
for risks which are not covered by those policies), from the related hazard
insurance policy or applicable special hazard insurance policy are insufficient
to restore the damaged property to a condition sufficient to permit recovery
under the mortgage pool insurance policy or mortgage insurance policy, the
master servicer or servicer is not required to expend its own funds to restore
the damaged property unless it determines that (a) restoration will increase the
proceeds to securityholders on liquidation of the mortgage loan after
reimbursement of the master servicer or servicer for its expenses and (b) the
expenses will be recoverable by it through Liquidation Proceeds or Insurance
Proceeds.

     Some mortgage pool insurance policies, mortgage insurance policies and
primary insurance policies will not insure against loss sustained by reason of a
default arising from, among other things, fraud or negligence in the origination
or servicing of a loan, including misrepresentation by the borrower, the seller
or other persons involved in the origination of the loan, failure to construct a
mortgaged property in accordance with plans and specifications, or bankruptcy,
unless, if specified in the accompanying prospectus supplement, an endorsement
to the mortgage pool insurance policy or mortgage insurance policy provides for
insurance against that type of loss. Depending on the nature of the event, a
breach of a representation made by Residential Funding or a designated seller
may also have occurred. If the breach of that representation materially and
adversely affects the interests of securityholders and cannot be


                                       58



cured, the breach would give rise to a repurchase obligation on the part of
Residential Funding or a designated seller, as described under "Description of
the Securities--Repurchases of Loans."

     The original amount of coverage under each mortgage pool insurance policy
will be reduced over the life of the related series of securities by the
aggregate amount of claims paid less the aggregate of the net amounts realized
by the pool insurer on disposition of all foreclosed properties. The amount of
claims paid includes some expenses incurred by the master servicer or servicer
as well as accrued interest on delinquent mortgage loans, in most cases to the
date of payment of the claim or to the date that the claim is submitted to the
insurer. See "Certain Legal Aspects of the Loans." Accordingly, if aggregate net
claims paid under any mortgage pool insurance policy reach the original policy
limit, coverage under that mortgage pool insurance policy will be exhausted and
any further losses will be borne by the related securityholders. In addition,
unless the master servicer or servicer determines that an Advance relating to a
delinquent mortgage loan would be recoverable to it from the proceeds of the
liquidation of the mortgage loan or otherwise, the master servicer or servicer
would not be obligated to make an Advance respecting any delinquency since the
Advance would not be ultimately recoverable to it from either the mortgage pool
insurance policy or from any other related source. See "Description of the
Securities--Advances." If specified in the prospectus supplement, a mortgage
insurance policy may have a similar limit on the aggregate amount of coverage
for losses.

     Since each mortgage pool insurance policy and mortgage insurance policy
generally will require that the property subject to a defaulted mortgage loan be
restored to its original condition prior to claiming against the insurer, those
policies will not provide coverage against hazard losses. As described under
"Insurance Policies on Loans--Standard Hazard Insurance on Mortgaged
Properties," the hazard policies covering the mortgage loans typically exclude
from coverage physical damage resulting from a number of causes and, even when
the damage is covered, may afford recoveries which are significantly less than
full replacement cost of the mortgaged property. Additionally, no coverage for
Special Hazard Losses, Fraud Losses or Bankruptcy Losses will cover all risks,
and the amount of any such coverage will be limited. See "--Special Hazard
Insurance Policies" below. As a result, certain hazard risks will not be insured
against and may be borne by securityholders.

     Contract pools may be covered by pool insurance policies that are similar
to the mortgage pool insurance policies and mortgage insurance policies
described above.

SPECIAL HAZARD INSURANCE POLICIES

     Any insurance policy covering Special Hazard Losses obtained for a trust
will be issued by the insurer named in the accompanying prospectus supplement.
Each special hazard insurance policy subject to limitations described in this
paragraph and in the accompanying prospectus supplement, if any, will protect
the related securityholders from Special Hazard Losses. Aggregate claims under a
special hazard insurance policy will be limited to the amount set forth in the
accompanying prospectus supplement and will be subject to reduction as described
in the accompanying prospectus supplement. A special hazard insurance policy
will provide that no claim may be paid unless hazard and, if applicable, flood
insurance on the property securing the loan has been kept in force and other
protection and preservation expenses have been paid by the master servicer or
servicer.

     In accordance with the foregoing limitations, a special hazard insurance
policy will provide that, where there has been damage to property securing a
foreclosed loan, title to which has been acquired by the insured, and to the
extent the damage is not covered by the hazard insurance policy or flood
insurance policy, if any, maintained by the borrower or the master servicer or
servicer, the insurer will pay the lesser of (i) the cost of repair or
replacement of the related property or (ii) on transfer of the property to the
insurer, the unpaid principal balance of the loan at the time of acquisition of
the related property by foreclosure or deed in lieu of foreclosure, plus accrued
interest at the loan rate to the date of claim settlement and certain expenses
incurred by the master servicer or servicer for the related property.

     If the property is transferred to a third party in a sale approved by the
special hazard insurer, the amount that the special hazard insurer will pay will
be the amount under (ii) above reduced by the net proceeds of the sale of the
property. If the unpaid principal balance plus accrued interest and some


                                       59



expenses is paid by the special hazard insurer, the amount of further coverage
under the related special hazard insurance policy will be reduced by that amount
less any net proceeds from the sale of the property. Any amount paid as the cost
of repair of the property will further reduce coverage by that amount.
Restoration of the property with the proceeds described under (i) above will
satisfy the condition under each mortgage pool insurance policy or contract pool
insurance policy that the property be restored before a claim under the policy
may be validly presented for the defaulted loan secured by the related property.
The payment described under (ii) above will render presentation of a claim
relating to a loan under the related mortgage pool insurance policy or contract
pool insurance policy unnecessary. Therefore, so long as a mortgage pool
insurance policy or contract pool insurance policy remains in effect, the
payment by the insurer under a special hazard insurance policy of the cost of
repair or of the unpaid principal balance of the related loan plus accrued
interest and some expenses will not affect the total Insurance Proceeds paid to
securityholders, but will affect the relative amounts of coverage remaining
under the related special hazard insurance policy and mortgage pool insurance
policy or contract pool insurance policy.

BANKRUPTCY BONDS

     In the event of a personal bankruptcy of a mortgagor and a filing under
Chapter 13 of the Bankruptcy Code, a bankruptcy court may establish the value
of the mortgaged property of the mortgagor at a proceeding resulting in a
Deficient Valuation. Under current law, Deficient Valuations are not permitted
with respect to first liens on the related mortgaged property, but may occur
with respect to a mortgage loan secured by a junior lien if the value of the
related mortgaged property at the time of the filing is less than the amount of
any first lien.

     In addition, other modifications of the terms of a mortgage loan or
contract can result from a bankruptcy proceeding without a permanent
forgiveness of the principal amount of the mortgage loan, including a Debt
Service Reduction. See "Certain Legal Aspects of Mortgage Loans and
Contracts--The Mortgage Loans--Anti-Deficiency Legislation and Other
Limitations on Lenders." Any bankruptcy policy to provide coverage for
Bankruptcy Losses resulting from proceedings under the federal Bankruptcy Code
obtained for a trust will be issued by an insurer named in the accompanying
prospectus supplement. The level of coverage under each bankruptcy policy will
be described in the accompanying prospectus supplement.

RESERVE FUNDS

     If stated in the accompanying prospectus supplement, the depositor will
deposit or cause to be deposited in a reserve fund, any combination of cash or
Permitted Investments in specified amounts, or any other instrument
satisfactory to the rating agency or agencies, which will be applied and
maintained in the manner and under the conditions specified in the accompanying
prospectus supplement. Instead of or in addition to that deposit, to the extent
described in the accompanying prospectus supplement, a reserve fund may be
funded through application of all or a portion of amounts otherwise payable on
any related subordinate securities, from the Excess Spread or otherwise. To the
extent that the funding of the reserve fund is dependent on amounts otherwise
payable on related subordinate securities, Excess Spread or other cash flows
attributable to the related loans or on reinvestment income, the reserve fund
may provide less coverage than initially expected if the cash flows or
reinvestment income on which the funding is dependent are lower than
anticipated.

     For any series of securities as to which credit enhancement includes a
letter of credit, if stated in the accompanying prospectus supplement, under
specified circumstances the remaining amount of the letter of credit may be
drawn by the trustee and deposited in a reserve fund. Amounts in a reserve fund
may be distributed to securityholders, or applied to reimburse the master
servicer or servicer for outstanding Advances, or may be used for other
purposes, in the manner and to the extent specified in the accompanying
prospectus supplement. If stated in the accompanying prospectus supplement,
amounts in a reserve fund may be available only to cover specific types of
losses, or losses on specific loans. The accompanying prospectus supplement
will specify whether any reserve fund will not be deemed to be part


                                       60



of the related trust. A reserve fund may provide coverage to more than one
series of securities, if described in the accompanying prospectus supplement.

     The trustee will have a perfected security interest for the benefit of the
securityholders in the assets in the reserve fund, unless the assets are owned
by the related trust. However, to the extent that the depositor, any affiliate
of the depositor or any other entity has an interest in any reserve fund, in
the event of the bankruptcy, receivership or insolvency of that entity, there
could be delays in withdrawals from the reserve fund and the corresponding
payments to the securityholders. These delays could adversely affect the yield
to investors on the related securities.

     Amounts deposited in any reserve fund for a series will be invested in
Permitted Investments by, or at the direction of, and for the benefit of a
servicer, the master servicer or any other person named in the accompanying
prospectus supplement.

FINANCIAL GUARANTY INSURANCE POLICIES; SURETY BONDS

     The depositor may obtain one or more financial guaranty insurance policies
or guaranties or one or more surety bonds, or one or more guarantees issued by
insurers or other parties acceptable to the rating agency or agencies rating
the securities offered insuring the holders of one or more classes of
securities the payment of amounts due in accordance with the terms of that
class or those classes of securities. Any financial guaranty insurance policy,
surety bond or guaranty will have the characteristics described in, and will be
in accordance with any limitations and exceptions described in, the
accompanying prospectus supplement.

     Unless specified in the accompanying prospectus supplement, a financial
guaranty insurance policy will be unconditional and irrevocable and will
guarantee to holders of the applicable securities that an amount equal to the
full amount of payments due to these holders will be received by the trustee or
its agent on behalf of the holders for payment on each payment date. The
specific terms of any financial guaranty insurance policy will be described in
the accompanying prospectus supplement. A financial guaranty insurance policy
may have limitations and, in most cases, will not insure the obligation of the
sellers or the master servicer or servicer to purchase or substitute for a
defective trust asset and will not guarantee any specific rate of Principal
Prepayments or cover specific interest shortfalls. In most cases, the insurer
will be subrogated to the rights of each holder to the extent the insurer makes
payments under the financial guaranty insurance policy.

MAINTENANCE OF CREDIT ENHANCEMENT

     If credit enhancement has been obtained for a series of securities, the
master servicer or the servicer will be obligated to exercise its best
reasonable efforts to keep or cause to be kept the credit enhancement in full
force and effect throughout the term of the applicable agreement, unless
coverage thereunder has been exhausted through payment of claims or otherwise,
or substitution therefor is made as described below under "--Reduction or
Substitution of Credit Enhancement." The master servicer or the servicer, as
applicable, on behalf of itself, the trustee and securityholders, will be
required to provide information required for the trustee to draw under any
applicable credit enhancement.

     The master servicer or the servicer will agree to pay the premiums for
each mortgage pool insurance policy, special hazard insurance policy, mortgage
insurance policy, bankruptcy policy, financial guaranty insurance policy or
surety bond, as applicable, on a timely basis, unless the premiums are paid
directly by the trust. As to mortgage pool insurance policies generally, if the
related insurer ceases to be a Qualified Insurer, the master servicer or the
servicer will use its best reasonable efforts to obtain from another Qualified
Insurer a comparable replacement insurance policy or bond with a total coverage
equal to the then-outstanding coverage of the policy or bond. If the cost of
the replacement policy is greater than the cost of the existing policy or bond,
the coverage of the replacement policy or bond will, unless otherwise agreed to
by the depositor, be reduced to a level so that its premium rate does not
exceed the premium rate on the original insurance policy. Any losses in market
value of the securities associated with any reduction or withdrawal in rating
by an applicable rating agency shall be borne by the securityholders.


                                       61



     If any property securing a defaulted loan is damaged and proceeds, if any,
from the related hazard insurance policy or any applicable special hazard
insurance policy are insufficient to restore the damaged property to a
condition sufficient to permit recovery under any letter of credit, mortgage
pool insurance policy, mortgage insurance policy, contract pool insurance
policy or any related primary insurance policy, the master servicer or the
servicer is not required to expend its own funds to restore the damaged
property unless it determines (i) that restoration will increase the proceeds
to one or more classes of securityholders on liquidation of the loan after
reimbursement of the master servicer or the servicer for its expenses and (ii)
that the expenses will be recoverable by it through Liquidation Proceeds or
Insurance Proceeds. If recovery under any letter of credit, mortgage pool
insurance policy, mortgage insurance policy, contract pool insurance policy
other credit enhancement or any related primary insurance policy is not
available because the master servicer or the servicer has been unable to make
the above determinations, has made the determinations incorrectly or recovery
is not available for any other reason, the master servicer or the servicer is
nevertheless obligated to follow whatever normal practices and procedures, in
accordance with the preceding sentence, that it deems necessary or advisable to
realize upon the defaulted loan and if this determination has been incorrectly
made, is entitled to reimbursement of its expenses in connection with the
restoration.

REDUCTION OR SUBSTITUTION OF CREDIT ENHANCEMENT

     The amount of credit support provided for any series of securities and
relating to various types of losses incurred may be reduced under specified
circumstances. In most cases, the amount available as credit support will be
subject to periodic reduction on a non-discretionary basis in accordance with a
schedule or formula set forth in the accompanying prospectus supplement.
Additionally, in most cases, the credit support may be replaced, reduced or
terminated, and the formula used in calculating the amount of coverage for
Bankruptcy Losses, Special Hazard Losses or Fraud Losses may be changed,
without the consent of the securityholders, on the written assurance from each
applicable rating agency that the then-current rating of the related series of
securities will not be adversely affected and with the consent of the related
credit enhancer, if applicable.

     Furthermore, if the credit rating of any obligor under any applicable
credit enhancement is downgraded or the amount of credit enhancement is no
longer sufficient to support the rating on the related securities, the credit
rating of each class of the related securities may be downgraded to a
corresponding level, and, the accompanying prospectus supplement will specify
whether the master servicer, the servicer or the depositor will be obligated to
obtain replacement credit support in order to restore the rating of the
securities. The master servicer or the servicer, as applicable, will also be
permitted to replace any credit support with other credit enhancement
instruments issued by obligors whose credit ratings are equivalent to the
downgraded level and in lower amounts that would satisfy the downgraded level,
provided that the then-current rating of each class of the related series of
securities is maintained. Where the credit support is in the form of a reserve
fund, a permitted reduction in the amount of credit enhancement will result in
a release of all or a portion of the assets in the reserve fund to the
depositor, the master servicer or the servicer or any other person that is
entitled to the credit support. Any assets so released and any amount by which
the credit enhancement is reduced will not be available for distributions in
future periods.


                                       62



              OTHER FINANCIAL OBLIGATIONS RELATED TO THE SECURITIES

SWAPS AND YIELD SUPPLEMENT AGREEMENTS

     The trustee on behalf of the trust may enter into interest rate swaps and
related caps, floors and collars to minimize the risk to securityholders of
adverse changes in interest rates, and other yield supplement agreements or
similar yield maintenance arrangements that do not involve swap agreements or
other notional principal contracts.

     An interest rate swap is an agreement between two parties to exchange a
stream of interest payments on an agreed hypothetical or "notional" principal
amount. No principal amount is exchanged between the counterparties to an
interest rate swap. In the typical swap, one party agrees to pay a fixed rate
on a notional principal amount, while the counterparty pays a floating rate
based on one or more reference interest rates including the London Interbank
Offered Rate, or LIBOR, a specified bank's prime rate or U.S. Treasury Bill
rates. Interest rate swaps also permit counterparties to exchange a floating
rate obligation based on one reference interest rate (such as LIBOR) for a
floating rate obligation based on another referenced interest rate (such as
U.S. Treasury Bill rates).

     The swap market has grown substantially in recent years with a significant
number of banks and financial service firms acting both as principals and as
agents utilizing standardized swap documentation. Caps, floors and collars are
more recent innovations, and they are less liquid than other swaps.

     Yield supplement agreements may be entered into to supplement the interest
rate or rates on one or more classes of the securities of any series.

     There can be no assurance that the trust will be able to enter into or
offset swaps or enter into yield supplement agreements at any specific time or
at prices or on other terms that are advantageous. In addition, although the
terms of the swaps and yield supplement agreements may provide for termination
under some circumstances, there can be no assurance that the trust will be able
to terminate a swap or yield supplement agreement when it would be economically
advantageous to the trust to do so.

PURCHASE OBLIGATIONS

     Some types of loans and classes of securities of any series, as specified
in the accompanying prospectus supplement, may be subject to a purchase
obligation. The terms and conditions of each purchase obligation, including the
purchase price, timing and payment procedure, will be described in the
accompanying prospectus supplement. A purchase obligation for loans may apply
to the loans or to the related securities. Each purchase obligation may be a
secured or unsecured obligation of its provider, which may include a bank or
other financial institution or an insurance company. Each purchase obligation
will be evidenced by an instrument delivered to the trustee for the benefit of
the applicable securityholders of the related series. The accompanying
prospectus supplement will specify whether each purchase obligation for loans
will be payable solely to the trustee for the benefit of the securityholders of
the related series. Other purchase obligations may be payable to the trustee or
directly to the holders of the securities to which the obligations relate.

                           INSURANCE POLICIES ON LOANS

     The mortgaged property related to each loan (other than a Cooperative
Loan) will be required to be covered by a hazard insurance policy (as described
under "--Standard Hazard Insurance on Mortgaged Properties," below). In
addition, some loans will be required to be covered by a primary insurance
policy. If there are any FHA loans and VA loans in the mortgage pool, those
loans will be covered by the government mortgage insurance programs described
in the accompanying prospectus supplement. The descriptions of any insurance
policies contained in this prospectus or any prospectus supplement and the
coverage thereunder do not purport to be complete and are qualified in their
entirety by reference to the forms of policies.


                                       63



PRIMARY INSURANCE POLICIES

     If specified in the accompanying prospectus supplement and except as
described below, (i) each mortgage loan having an LTV ratio at origination of
over 80% will be covered by a primary mortgage guaranty insurance policy
insuring against default on the mortgage loan up to an amount set forth in the
accompanying prospectus supplement, unless and until the principal balance of
the mortgage loan is reduced to a level that would produce an LTV ratio equal
to or less than 80%, and (ii) the depositor or the related seller will
represent and warrant that, to the best of its knowledge, the mortgage loans
are so covered. However, the foregoing standard may vary significantly
depending on the characteristics of the mortgage loans and the applicable
underwriting standards. A mortgage loan will not be considered to be an
exception to the foregoing standard if no primary insurance policy was obtained
at origination but the mortgage loan has amortized to an 80% or less LTV ratio
level as of the applicable cut-off date. In most cases, the depositor will have
the ability to cancel any primary insurance policy if the LTV ratio of the
mortgage loan is reduced to 80% or less (or a lesser specified percentage)
based on an appraisal of the mortgaged property after the related closing date
or as a result of principal payments that reduce the principal balance of the
mortgage loan after the closing date. Trust assets secured by a junior lien on
the related mortgaged property usually will not be required by the depositor to
be covered by a primary mortgage guaranty insurance policy insuring against
default on the mortgage loan. Mortgage loans secured by multifamily properties
will not be covered by a primary insurance policy, regardless of the related
LTV ratio.

     A primary insurance policy is generally obtained with respect to an
individual mortgage loan. It may be required to be obtained and paid for by the
borrower, or may be paid for by the master servicer, the servicer, the seller
or a third party.

     Under a federal statute, borrowers with respect to many residential
mortgage loans originated on or after July 29, 1999, will have a right to
request the cancellation of any private mortgage insurance policy insuring
loans when the outstanding principal amount of the mortgage loan has been
reduced or is scheduled to have been reduced to 80% or less of the value of the
mortgaged property at the time the mortgage loan was originated. The borrower's
right to request the cancellation of the policy is subject to certain
conditions, including (i) the condition that no monthly payment has been thirty
days or more past due during the twelve months prior to the cancellation date,
and no monthly payment has been sixty days or more past due during the twelve
months prior to that period, (ii) there has been no decline in the value of the
mortgaged property since the time the mortgage loan was originated and (iii)
the mortgaged property is not encumbered by subordinate liens. In addition, any
requirement for private mortgage insurance will automatically terminate when
the scheduled principal balance of the mortgage loan, based on the original
amortization schedule for the mortgage loan, is reduced to 78% or less of the
value of the mortgaged property at the time of origination, provided the
mortgage loan is current. The legislation requires that borrowers be provided
written notice of these cancellation rights at the origination of the mortgage
loans.

     If the private mortgage insurance is not otherwise canceled or terminated
by borrower request in the circumstances described above, it must be terminated
no later than the first day of the month immediately following the date that is
the midpoint of the mortgage loan's amortization period, if on that date, the
borrower is current on the payments required by the terms of the mortgage loan.
The mortgagee's or master servicer's or servicer's failure to comply with the
law could subject such parties to civil money penalties but would not affect
the validity or enforceability of the mortgage loan. The law does not preempt
any state law regulating private mortgage insurance except to the extent that
such law is inconsistent with the federal law and then only to the extent of
the inconsistency.

     In most cases, Mexico Loans will have LTV ratios of less than 80% and will
not be insured under a primary insurance policy. Primary mortgage insurance or
similar credit enhancement on a Mexico Loan may be issued by a private
corporation or a governmental agency and may be in the form of a guarantee,
insurance policy or another type of credit enhancement.

     Mortgage loans that are subject to negative amortization will only be
covered by a primary insurance policy if that coverage was required on their
origination, regardless that subsequent negative amortization


                                       64



may cause that mortgage loan's LTV ratio based on the then-current balance, to
subsequently exceed the limits that would have required coverage on their
origination.

     While the terms and conditions of the primary insurance policies issued by
one primary mortgage guaranty insurer will usually differ from those in primary
insurance policies issued by other primary insurers, each primary insurance
policy generally will pay either:

     o    the insured percentage of the loss on the related mortgaged property;

     o    the entire amount of the loss, after receipt by the primary insurer of
          good and merchantable title to, and possession of, the mortgaged
          property; or

     o    at the option of the primary insurer under certain primary insurance
          policies, the sum of the delinquent monthly payments plus any Advances
          made by the insured, both to the date of the claim payment and,
          thereafter, monthly payments in the amount that would have become due
          under the mortgage loan if it had not been discharged plus any
          Advances made by the insured until the earlier of (a) the date the
          mortgage loan would have been discharged in full if the default had
          not occurred or (b) an approved sale.

     The amount of the loss as calculated under a primary insurance policy
covering a mortgage loan will in most cases consist of the unpaid principal
amount of such mortgage loan and accrued and unpaid interest thereon and
reimbursement of some expenses, less:

     o    rents or other payments received by the insured (other than the
          proceeds of hazard insurance) that are derived from the related
          mortgaged property;

     o    hazard insurance proceeds received by the insured in excess of the
          amount required to restore the mortgaged property and which have not
          been applied to the payment of the mortgage loan;

     o    amounts expended but not approved by the primary insurer;

     o    claim payments previously made on the mortgage loan; and

     o    unpaid premiums and other amounts.

     As conditions precedent to the filing or payment of a claim under a
primary insurance policy, in the event of default by the borrower, the insured
will typically be required, among other things, to:

     o    advance or discharge (a) hazard insurance premiums and (b) as
          necessary and approved in advance by the primary insurer, real estate
          taxes, protection and preservation expenses and foreclosure and
          related costs;

     o    in the event of any physical loss or damage to the mortgaged property,
          have the mortgaged property restored to at least its condition at the
          effective date of the primary insurance policy (ordinary wear and tear
          excepted); and

     o    tender to the primary insurer good and merchantable title to, and
          possession of, the mortgaged property.

     For any securities offered under this prospectus, the master servicer or
the servicer will maintain or cause each subservicer to maintain, as the case
may be, in full force and effect and to the extent coverage is available a
primary insurance policy with regard to each mortgage loan for which coverage
is required under the standard described above unless an exception to such
standard applies or alternate credit enhancement is provided as described in
the accompanying prospectus supplement; provided that the primary insurance
policy was in place as of the cut-off date and the depositor had knowledge of
such primary insurance policy.

STANDARD HAZARD INSURANCE ON MORTGAGED PROPERTIES

     The terms of the mortgage loans (other than Cooperative Loans) require
each borrower to maintain a hazard insurance policy covering the related
mortgaged property and providing for coverage at least equal to that of the
standard form of fire insurance policy with extended coverage customary in the
state in which the property is located. Most coverage will be in an amount
equal to the lesser of the principal


                                       65



balance of the mortgage loan, the guaranteed replacement value, and, in the case
of loans secured by junior liens on the related mortgaged property, the
principal balance of any senior mortgage loans, or 100% of the insurable value
of the improvements securing the mortgage loan. The pooling and servicing
agreement will provide that the master servicer or the servicer shall cause the
hazard policies to be maintained or shall obtain a blanket policy insuring
against losses on the mortgage loans. If that blanket policy contains a
deductible clause, the master servicer or servicer will deposit in the Custodial
Account or the applicable Payment Account all amounts which would have been
deposited in that account but for that clause. The master servicer or the
servicer may satisfy its obligation to cause hazard policies to be maintained by
maintaining a blanket policy insuring against losses on those mortgage loans.
The ability of the master servicer or the servicer to ensure that hazard
insurance proceeds are appropriately applied may be dependent on its being named
as an additional insured under any hazard insurance policy and under any flood
insurance policy referred to below, or on the extent to which information in
this regard is furnished to the master servicer or the servicer by borrowers or
subservicers. If loans secured by junior liens on the related mortgaged property
are included within any trust, investors should also consider the application of
hazard insurance proceeds discussed in this prospectus under "Certain Legal
Aspects of the Loans--The Mortgage Loans--Junior Mortgages; Rights of Senior
Mortgagees."

     The standard form of fire and extended coverage policy covers physical
damage to or destruction of the improvements on the property by fire,
lightning, explosion, smoke, windstorm, hail, riot, strike and civil commotion,
in accordance with the conditions and exclusions specified in each policy. The
policies relating to the mortgage loans will be underwritten by different
insurers under different state laws in accordance with different applicable
state forms and therefore will not contain identical terms and conditions, the
basic terms of which are dictated by respective state laws. These 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 mudflows, nuclear reactions,
wet or dry rot, vermin, rodents, insects or domestic animals, theft and, in
some cases, vandalism. The foregoing list is merely indicative of some kinds of
uninsured risks and is not intended to be all-inclusive. Where the improvements
securing a mortgage loan are located in a federally designated flood area at
the time of origination of that mortgage loan, the pooling and servicing
agreement typically requires the master servicer or the servicer to cause to be
maintained for each such mortgage loan serviced, flood insurance, to the extent
available, in an amount equal to the lesser of the amount required to
compensate for any loss or damage on a replacement cost basis or the maximum
insurance available under the federal flood insurance program.

     The hazard insurance policies covering the mortgaged properties typically
contain a co-insurance clause that in effect requires the related borrower at
all times to carry insurance of a specified percentage, typically 80% to 90%,
of the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the related borrower's coverage
falls below this specified percentage, this clause usually provides that the
insurer's liability in the event of partial loss does not exceed the greater of
(i) the replacement cost of the improvements damaged or destroyed less physical
depreciation or (ii) the proportion of the loss as the amount of insurance
carried bears to the specified percentage of the full replacement cost of the
improvements.

     Since the amount of hazard insurance that borrowers are required to
maintain on the improvements securing the mortgage loans may decline as the
principal balances owing thereon decrease, and since residential properties
have historically appreciated in value over time, hazard insurance proceeds
could be insufficient to restore fully the damaged property in the event of a
partial loss. See "Description of Credit Enhancement--Subordination" above for
a description of when subordination is provided, the protection, limited to the
Special Hazard Amount as described in the accompanying prospectus supplement,
afforded by subordination, and "Description of Credit Enhancement--Special
Hazard Insurance Policies" for a description of the limited protection afforded
by any special hazard insurance policy against losses occasioned by hazards
which are otherwise uninsured against.

     With respect to mixed-use mortgage loans and multifamily mortgage loans,
some additional insurance policies may be required, including, but not limited
to, loss of rent endorsements, business interruption insurance, comprehensive
public liability insurance and general liability insurance for bodily


                                       66



injury and property damage, and the related pooling and servicing agreement or
servicing agreement may require the master servicer or servicer to maintain that
insurance with respect to any mortgaged properties relating to REO Loans.

     Hazard insurance on the Mexican properties will usually be provided by
insurers located in Mexico. The depositor may not be able to obtain as much
information about the financial condition of the companies issuing hazard
insurance policies in Mexico as it is able to obtain for companies based in the
United States. The ability of the insurers to pay claims also may be affected
by, among other things, adverse political and economic developments in Mexico.

STANDARD HAZARD INSURANCE ON MANUFACTURED HOMES

     The terms of the related agreement will require the servicer or the master
servicer, as applicable, to cause to be maintained for each manufactured
housing contract one or more standard hazard insurance policies that provide,
at a minimum, the same coverage as a standard form fire and extended coverage
insurance policy that is customary for manufactured housing, issued by a
company authorized to issue the policies in the state in which the manufactured
home is located, and in an amount that is not less than the maximum insurable
value of the manufactured home or the principal balance due from the borrower
on the related manufactured housing contract, whichever is less. Coverage may
be provided by one or more blanket insurance policies covering losses on the
manufactured housing contracts resulting from the absence or insufficiency of
individual standard hazard insurance policies. If a manufactured home's
location was, at the time of origination of the related manufactured housing
contract, within a federally designated flood area, the servicer or the master
servicer also will be required to maintain flood insurance.

     If the servicer or the master servicer repossesses a manufactured home on
behalf of the trustee, the servicer or the master servicer will either maintain
at its expense hazard insurance for the manufactured home or indemnify the
trustee against any damage to the manufactured home prior to resale or other
disposition.

                                  THE DEPOSITOR

     The depositor is an indirect wholly owned subsidiary of GMAC Mortgage
Group, Inc., which is a wholly owned subsidiary of GMAC LLC, which is a
wholly-owned subsidiary of General Motors Corporation. The depositor is a
Delaware corporation and was incorporated on November 17, 1999. The depositor
was organized for the limited purpose of acquiring loans and contracts and
depositing these loans and contracts into issuing entities that issue
securities backed by such loans. The depositor does not engage in any other
activities and does not have, nor is it expected in the future to have, any
significant assets. The depositor anticipates that it will in many cases have
acquired loans indirectly through Residential Funding Company LLC, which is an
indirect wholly owned subsidiary of GMAC Mortgage Group, Inc. The depositor
anticipates that it will in many cases acquire loans from GMAC Mortgage
Corporation, which is also an indirect wholly owned subsidiary of GMAC Mortgage
Group, Inc.

     The securities do not represent an interest in or an obligation of the
depositor. The depositor's only obligations with respect to a series of
securities will be to repurchase certain items of mortgage collateral upon any
breach of limited representations and warranties made by the depositor.

     The depositor maintains its principal office at 8400 Normandale Lake
Boulevard, Suite 250, Minneapolis, Minnesota 55437. Its telephone number is
(952) 857-7000.

                        RESIDENTIAL FUNDING COMPANY, LLC

     If specified in the accompanying prospectus supplement, Residential
Funding Company, LLC, an affiliate of the depositor, will act as the sponsor
and master servicer or the servicer for each series of securities.


                                       67



                                 THE AGREEMENTS

     As described in this prospectus under "Introduction" and "Description of
the Securities--General," each series of certificates will be issued under a
pooling and servicing agreement or trust agreement, as applicable, and each
series of notes will be issued under an indenture, each as described in that
section. In the case of each series of notes, the provisions relating to the
servicing of the loans will be contained in the related servicing agreements.
The following summaries describe additional provisions common to each pooling
and servicing agreement and trust agreement relating to a series of
certificates, and each indenture and servicing agreement relating to a series
of notes.

EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT

Pooling and Servicing Agreement; Servicing Agreement

     Events of default under the related pooling and servicing agreement or
servicing agreement for a series of securities will include:

     o    any failure by the servicer or master servicer to make a required
          deposit to the Custodial Account or the Payment Account or, if the
          master servicer or servicer is the paying agent, to distribute to the
          holders of any class of securities of that series any required payment
          which continues unremedied for five days after the giving of written
          notice of the failure to the master servicer or the servicer by the
          trustee or the depositor, or to the master servicer or the servicer,
          the depositor and the trustee by the holders of securities of such
          class evidencing not less than 25% of the aggregate percentage
          interests constituting that class or the credit enhancer, if
          applicable;

     o    any failure by the master servicer or servicer duly to observe or
          perform in any material respect any other of its covenants or
          agreements in the related agreement for that series of securities
          which continues unremedied for a period of not more than 45 days, or
          15 days in the case of a failure to pay the premium for any insurance
          policy which is required to be maintained under the related servicing
          agreement, after the giving of written notice of the failure to the
          master servicer or the servicer by the trustee or the depositor, or to
          the master servicer or servicer, the depositor and the trustee by the
          holders of any class of securities of that series evidencing not less
          than 25%, 33% in the case of a trust including private securities or a
          majority in the case of a series of notes, of the aggregate percentage
          interests constituting that class, or the credit enhancer, if
          applicable; and

     o    some events of insolvency, bankruptcy or similar proceedings regarding
          the master servicer or servicer and certain actions by the master
          servicer or servicer indicating its insolvency or inability to pay its
          obligations.

     A default under the terms of any private securities included in any trust
will not constitute an event of default under the related agreement.

     So long as an event of default remains unremedied, either the depositor or
the trustee may, and, in the case of an event of default under a pooling and
servicing agreement or servicing agreement, as applicable, at the direction of
the holders of securities evidencing not less than 51% of the aggregate voting
rights in the related trust, the trustee shall, by written notification to the
master servicer or servicer and to the depositor or the trustee, terminate all
of the rights and obligations of the master servicer or servicer under the
related agreement, other than any rights of the master servicer or servicer as
securityholder, and, in the case of termination under a servicing agreement,
the right to receive servicing compensation, expenses for servicing the trust
assets during any period prior to the date of that termination, and other
reimbursement of amounts the master servicer or the servicer is entitled to
withdraw from the Custodial Account. The trustee or, on notice to the depositor
and with the depositor's consent, its designee will succeed to all
responsibilities, duties and liabilities of the master servicer or the servicer
under the related agreement, other than the obligation to purchase loans under
some circumstances, and will be entitled to similar compensation arrangements.
If a series of securities includes credit enhancement provided by a third party
credit enhancer, certain of the foregoing rights may be


                                       68



provided to the credit enhancer rather than the securityholders, if so specified
in the applicable prospectus supplement. If the trustee would be obligated to
succeed the master servicer or the servicer but is unwilling to do so, it may
appoint or if it is unable to act as master servicer or servicer, it shall
appoint or petition a court of competent jurisdiction for the appointment of, a
Fannie Mae- or Freddie Mac-approved mortgage servicing institution with a net
worth of at least $10,000,000 to act as successor to the master servicer or the
servicer under the related agreement, unless otherwise described in the
agreement. Pending appointment, the trustee is obligated to act in that
capacity. The trustee and any successor may agree on the servicing compensation
to be paid, which in no event may be greater than the compensation to the
initial master servicer or the servicer under the related agreement. The master
servicer is required to reimburse the trustee for all reasonable expenses
incurred or made by the trustee in accordance with any of the provisions of the
pooling and servicing agreement, except any such expenses as may arise from the
trustee's negligence or bad faith.

     No securityholder will have any right under a pooling and servicing
agreement or servicing agreement, as applicable, to institute any proceeding
with respect to the pooling and servicing agreement, unless the holder
previously has given to the trustee written notice of default and the
continuance thereof and unless the holders of securities of any class
evidencing not less than 25% of the aggregate percentage interests constituting
that class have made written request upon the trustee to institute the
proceeding in its own name as trustee under the pooling and servicing agreement
or servicing agreement, as applicable, and have offered to the trustee
reasonable indemnity and the trustee for 60 days after receipt of the request
and indemnity has neglected or refused to institute any proceeding. However,
the trustee will be under no obligation to exercise any of the trusts or powers
vested in it by the pooling and servicing agreement or servicing agreement, as
applicable, or to institute, conduct or defend any litigation under the pooling
and servicing agreement or in relation to the pooling and servicing agreement
or servicing agreement, as applicable, at the request, order or direction of
any of the securityholders covered by the pooling and servicing agreement or
servicing agreement, as applicable, unless the securityholders have offered to
the trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred.

Indenture

An event of default under the indenture for each series of notes, in most cases,
will include:

     o    default for five days or more in the distribution of any principal of
          or interest on any note of the series;

     o    failure to perform any other covenant of the depositor or the trust in
          the indenture which continues for a period of thirty days after notice
          of that failure is given in accordance with the procedures described
          in the accompanying prospectus supplement;

     o    any representation or warranty made by the depositor or the trust in
          the indenture or in any certificate or other writing delivered under
          or in connection with the indenture relating to or affecting the
          series, having been incorrect in a material respect as of the time
          made, and the breach is not cured within thirty days after notice of
          that error is given in accordance with the procedures described in the
          accompanying prospectus supplement;

     o    certain bankruptcy, insolvency, or similar events relating to the
          depositor or the trust; and

     o    any other event of default provided for securities of that series.

     If an event of default as to the notes of any series at the time
outstanding occurs and is continuing, either the trustee, the credit enhancer,
if applicable, or the holders of a majority of the then aggregate outstanding
amount of the notes of the series with the written consent of the credit
enhancer may declare the principal amount, or, if the notes of that series are
accrual notes, that portion of the principal amount as may be specified in the
terms of that series, of all the notes of the series to be due and payable
immediately. That declaration may, under some circumstances, be rescinded and
annulled by the holders of a majority in aggregate outstanding amount of the
related notes.

     If, following an event of default for any series of notes, the notes of
the series have been declared to be due and payable, the trustee may, in its
discretion, or, if directed in writing by the credit enhancer, will,


                                       69



regardless of that acceleration, elect to maintain possession of the collateral
securing the notes of that series and to continue to apply payments on that
collateral as if there had been no declaration of acceleration if that
collateral continues to provide sufficient funds for the payment of principal of
and interest on the notes of the series as they would have become due if there
had not been a declaration. In addition, the trustee may not sell or otherwise
liquidate the collateral securing the notes of a series following an event of
default, unless:

     o    the holders of 100% of the then aggregate outstanding amount of the
          notes of the series consent to that sale,

     o    the proceeds of the sale or liquidation are sufficient to pay in full
          the principal of and accrued interest, due and unpaid, on the
          outstanding notes of the series, and to reimburse the credit enhancer,
          if applicable, at the date of that sale, or

     o    the trustee determines that the collateral would not be sufficient on
          an ongoing basis to make all payments on those notes as those payments
          would have become due if those notes had not been declared due and
          payable, and the trustee obtains the consent of the holders of 662/3%
          of the then aggregate outstanding amount of the notes of the series
          and the credit enhancer, if applicable.

     In the event that the trustee liquidates the collateral in connection with
an event of default, the indenture provides that the trustee will have a prior
lien on the proceeds of that liquidation for unpaid fees and expenses. As a
result, on the occurrence of that event of default, the amount available for
payments to the securityholders 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 securityholders after the occurrence of an
event of default.

     If stated in the accompanying prospectus supplement, in the event the
principal of the notes of a series is declared due and payable, as described in
the second preceding paragraph, the holders of any notes issued at a discount
from par may be entitled to receive no more than an amount equal to the unpaid
principal amount of those notes less the amount of the discount that is
unamortized.

     In most cases, no securityholder will have any right under an indenture to
institute any proceeding in connection with the agreement unless:

     o    the holder previously has given to the trustee written notice of
          default and the continuance of that default,

     o    the holders of securities of any class evidencing not less than 25% of
          the aggregate percentage interests constituting the class (1) have
          made written request upon the trustee to institute that proceeding in
          its own name as trustee and (2) have offered to the trustee reasonable
          indemnity,

     o    the trustee has neglected or refused to institute that proceeding for
          60 days after receipt of that request and indemnity, and

     o    no direction inconsistent with that written request has been given to
          the trustee during that 60 day period by the holders of a majority of
          the security balances of that class.

     If a series of securities includes credit enhancement provided by a third
party credit enhancer, certain of the foregoing rights may be provided to the
credit enhancer rather than the securityholders, if so specified in the
applicable prospectus supplement.

     However, the trustee will be under no obligation to exercise any of the
trusts or powers vested in it by the applicable agreement or to institute,
conduct or defend any litigation under the pooling and servicing agreement or
in relation to the pooling and servicing agreement at the request, order or
direction of any of the securityholders covered by the agreement, unless the
securityholders have offered to the trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred in or by
exercise of that power. The master servicer is required to reimburse the
trustee for all reasonable expenses incurred or made by the trustee in
accordance with any of the provisions of the indenture, except any such
expenses as may arise from the indenture trustee's negligence or bad faith.


                                       70



AMENDMENT

     In most cases, each agreement may be amended by the parties to the
agreement, without the consent of the related securityholders:

     o    to cure any ambiguity;

     o    to correct or supplement any provision therein which may be
          inconsistent with any other provision therein or to correct any error;

     o    to change the timing and/or nature of deposits in the Custodial
          Account or the Payment Account or to change the name in which the
          Custodial Account is maintained, except that (a) deposits to the
          Payment Account may not occur later than the related distribution
          date, (b) the change may not adversely affect in any material respect
          the interests of any securityholder, as evidenced by an opinion of
          counsel, and (c) the change may not adversely affect the then-current
          rating of any rated classes of securities, as evidenced by a letter
          from each applicable rating agency;

     o    if an election to treat the related trust as a "real estate mortgage
          investment conduit," or REMIC, has been made, to modify, eliminate or
          add to any of its provisions (a) to the extent necessary to maintain
          the qualification of the trust as a REMIC or to avoid or minimize the
          risk of imposition of any tax on the related trust, provided that the
          trustee has received an opinion of counsel to the effect that (1) the
          action is necessary or desirable to maintain qualification or to avoid
          or minimize that risk, and (2) the action will not adversely affect in
          any material respect the interests of any related securityholder, or
          (b) to modify the provisions regarding the transferability of the
          REMIC Residual Securities, provided that the depositor has determined
          that the change would not adversely affect the applicable ratings of
          any classes of the certificates, as evidenced by a letter from each
          applicable rating agency, and that any such amendment will not give
          rise to any tax for the transfer of the REMIC Residual Securities to a
          non-permitted transferee;

     o    to make any other provisions for matters or questions arising under
          the related agreement which are not materially inconsistent with its
          provisions, so long as the action will not adversely affect in any
          material respect the interests of any securityholder; or

     o    to amend any provision that is not material to holders of any class of
          related securities.

     In most cases, each agreement may also be amended by the parties to the
agreement with the consent of the holders of securities of each class affected
thereby evidencing not less than 66%, in the case of a series of securities
issued under a pooling and servicing agreement, or a majority, in the case of a
series of securities issued under an indenture, of the aggregate percentage
interests constituting the outstanding principal amount of securities of that
class for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the related agreement or of modifying in
any manner the rights of the related securityholders, except that no such
amendment may (i) reduce in any manner the amount of, or delay the timing of,
payments received on trust assets which are required to be distributed on a
security of any class without the consent of the holder of the security, (ii)
adversely affect in any material respect the interests of the holders of any
class of securities in a manner other than as described in the preceding
clause, without the consent of the holders of securities of that class
evidencing not less than 66%, in the case of a series of securities issued
under a pooling and servicing agreement, or a majority, in the case of a series
of securities issued under an indenture, of the aggregate outstanding principal
amount of the securities of each class of that series affected by that
amendment or (iii) reduce the percentage of securities of any class the holders
of which are required to consent to any such amendment unless the holders of
all securities of that class have consented to the change in the percentage.
Furthermore, the applicable prospectus supplement will describe any rights a
third party credit enhancer may have with respect to amendments to the
agreements.

     Regardless of the foregoing, if a REMIC election has been made with
respect to the related trust, the trustee will not be entitled to consent to
any amendment to a pooling and servicing agreement without having first
received an opinion of counsel to the effect that the amendment or the exercise
of any power granted to the master servicer, the servicer, the depositor or the
trustee in accordance with the amendment will not result in the imposition of a
tax on the related trust or cause the trust to fail to qualify as a REMIC.


                                       71



TERMINATION; RETIREMENT OF SECURITIES

     The primary obligations created by the trust agreement or pooling and
servicing agreement for each series of securities, other than some limited
payment and notice obligations of the applicable trustee and depositor, will
terminate on the distribution to the related securityholders of all amounts
held in the Payment Account or by the entity specified in the accompanying
prospectus supplement and required to be paid to the securityholders following
the earlier of:

     o    the final payment or other liquidation or disposition or any related
          Advance of the last trust asset subject to that agreement and all
          property acquired on foreclosure or deed in lieu of foreclosure of any
          loan, and

     o    the purchase by the entity specified in the accompanying prospectus
          supplement from the trust, or from the special purpose entity, if
          applicable for that series, of all remaining loans and all property
          acquired relating to the loans.

     Any option to purchase described in the second item above will be limited
to cases in which the aggregate Stated Principal Balance of the remaining trust
assets is less than or equal to ten percent (10%) of the initial aggregate
Stated Principal Balance of the trust assets or such other time as may be
specified in the accompanying prospectus supplement. If the holder of a class
of securities may terminate the trust and cause the outstanding securities to
be redeemed when 25% or more of the initial principal balance of the securities
is still outstanding, the term "callable" will be included in the title of the
related securities. In addition to the foregoing, the entity specified in the
accompanying prospectus supplement may have the option to purchase, in whole
but not in part, the securities specified in the accompanying prospectus
supplement in the manner described in the accompanying prospectus supplement.
Following the purchase of such securities, the entity specified in the
accompanying prospectus supplement will effect a retirement of the securities
and the termination of the trust. Written notice of termination of the related
agreement will be given to each securityholder, and the final distribution will
be made only at the time of the surrender and cancellation of the securities at
an office or agency appointed by the trustee which will be specified in the
notice of termination.

     Any purchase of loans and property acquired from the loans evidenced by a
series of securities shall be made at the option of the entity specified in the
related prospectus supplement at the price specified in the accompanying
prospectus supplement. Such entity, if not Residential Funding Company, LLC or
an affiliate, shall be deemed to represent that one of the following will be
true and correct: (i) the exercise of such option shall not result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Internal
Revenue Code or (ii) such entity is (A) not a party in interest with respect to
any ERISA plan (other than a plan sponsored or maintained by the entity,
provided that no assets of such plan are invested or deemed to be invested in
the certificates) and (B) not a "benefit plan investor" as defined in "ERISA
Considerations -- Plan Asset Regulations". The exercise of that right will
effect early retirement of the securities of that series, but the right of any
entity to purchase the loans and related property will be subject to the
criteria, and will be at the price, set forth in the accompanying prospectus
supplement. Early termination in this manner may adversely affect the yield to
holders of some classes of the securities. If a REMIC election has been made,
the termination of the related trust will be effected in a manner consistent
with applicable federal income tax regulations and its status as a REMIC.

     In addition to the optional repurchase of the property in the related
trust, if stated in the accompanying prospectus supplement, a holder of the
Call Class will have the right, solely at its discretion, to terminate the
related trust and thereby effect early retirement of the securities of the
series, on any distribution date after the 12th distribution date following the
date of initial issuance of the related series of securities and until the date
when the optional termination rights of the entity specified in the
accompanying prospectus supplement become exercisable. The Call Class will not
be offered under the prospectus supplement. Any such call will be of the entire
trust at one time; multiple calls for any series of securities will not be
permitted. In the case of a call, the holders of the securities will be paid a
price equal to the Call Price. To exercise the call, the holder of the Call
Security must remit to the related trustee for distribution to the
securityholders, funds equal to the Call Price. If those funds are not
deposited with the related trustee, the securities of that series will remain
outstanding. In addition, in the case of a trust for which a REMIC election or
elections have been made, this termination will be effected


                                       72



in a manner consistent with applicable Federal income tax regulations and its
status as a REMIC. In connection with a call by the holder of a Call Security,
the final payment to the securityholders will be made at the time of surrender
of the related securities to the trustee. Once the securities have been
surrendered and paid in full, there will not be any further liability to
securityholders.

     The indenture will be discharged as to a series of notes, except for some
continuing rights specified in the indenture, at the time of the distribution
to noteholders of all amounts required to be distributed under the indenture.

THE TRUSTEE

     The trustee under each pooling and servicing agreement or trust agreement
under which a series of securities is issued will be named in the accompanying
prospectus supplement. The commercial bank or trust company serving as trustee
may have normal banking relationships with the depositor and/or its affiliates,
including Residential Funding Company, LLC and GMAC Mortgage Corporation.

     The trustee may resign at any time, in which event the depositor will be
obligated to appoint a successor trustee. The depositor may also remove the
trustee if the trustee ceases to be eligible to continue as trustee under the
related agreement or if the trustee becomes insolvent. After becoming aware of
those circumstances, the depositor will be obligated to appoint a successor
trustee. The trustee may also be removed at any time by the holders of
securities evidencing not less than 51% of the aggregate voting rights in the
related trust. Any resignation or removal of the trustee and appointment of a
successor trustee will not become effective until acceptance of the appointment
by the successor trustee.

THE OWNER TRUSTEE

     The owner trustee under each trust agreement will be named in the
accompanying prospectus supplement. The commercial bank or trust company
serving as owner trustee may have normal banking relationships with the
depositor and/or its affiliates, including Residential Funding Company, LLC and
GMAC Mortgage Corporation.

     The owner trustee may resign at any time, in which case the Administrator
or the indenture trustee will be obligated to appoint a successor owner trustee
as described in the agreements. The Administrator or the indenture trustee may
also remove the owner trustee if the owner trustee ceases to be eligible to
continue as owner trustee under the trust agreement or if the owner trustee
becomes insolvent. After becoming aware of those circumstances, the
Administrator or the indenture trustee will be obligated to appoint a successor
owner trustee. Any resignation or removal of the owner trustee and appointment
of a successor owner trustee will not become effective until acceptance of the
appointment by the successor owner trustee.

THE INDENTURE TRUSTEE

     The indenture trustee under the indenture will be named in the
accompanying prospectus supplement. The commercial bank or trust company
serving as indenture trustee may have normal banking relationships with the
depositor and/or its affiliates, including Residential Funding Company, LLC and
GMAC Mortgage Corporation.

     The indenture trustee may resign at any time, in which case the depositor,
the owner trustee or the Administrator will be obligated to appoint a successor
indenture trustee as described in the indenture. The depositor, the owner
trustee or the Administrator as described in the indenture may also remove the
indenture trustee if the indenture trustee ceases to be eligible to continue as
such under the indenture or if the indenture trustee becomes insolvent. After
becoming aware of those circumstances, the depositor, the owner trustee or the
Administrator will be obligated to appoint a successor indenture trustee. If
stated in the indenture, the indenture trustee may also be removed at any time
by the holders of a majority by principal balance of the notes. Any resignation
or removal of the indenture trustee and appointment of a successor indenture
trustee will not become effective until acceptance of the appointment by the
successor indenture trustee.


                                       73



                              YIELD CONSIDERATIONS

     The yield to maturity of a security will depend on the price paid by the
holder for the security, the pass-through rate on any security entitled to
payments of interest, which pass-through rate may vary if stated in the
accompanying prospectus supplement, and the rate and timing of principal
payments on the loans, including payments in excess of required installments,
prepayments or terminations, liquidations and repurchases, the rate and timing
of Draws in the case of revolving credit loans, and the allocation of principal
payments to reduce the principal balance of the security or notional amount
thereof, if applicable.

     In general, defaults on loans are expected to occur with greater frequency
in their early years. The rate of default on cash out refinance, limited
documentation or no documentation mortgage loans, and on loans with high LTV
ratios or combined LTV ratios, as applicable, may be higher than for other
types of loans. Likewise, the rate of default on loans that have been
originated under lower than traditional underwriting standards may be higher
than those originated under traditional standards. A trust may include loans
that are one month or more delinquent at the time of offering of the related
series of securities or which have recently been several months delinquent. The
rate of default on delinquent loans or loans with a recent history of
delinquency is more likely to be higher than the rate of default on loans that
have a current payment status. The rate of default on mortgage loans secured by
unimproved land may be greater than that of mortgage loans secured by
residential properties and the amount of the loss may be greater because the
market for unimproved land may be limited. In addition, the rate and timing of
prepayments, defaults and liquidations on the loans will be affected by the
general economic condition of the region of the country or the locality in
which the related mortgaged properties are located. The risk of delinquencies
and loss is greater and prepayments are less likely in regions where a weak or
deteriorating economy exists, as may be evidenced by, among other factors,
increasing unemployment or falling property values. The risk of loss may also
be greater on loans with LTV ratios or combined LTV ratios greater than 80% and
no primary insurance policies. The yield on any class of securities and the
timing of principal payments on that class may also be affected by
modifications or actions that may be taken or approved by the master servicer,
the servicer or any of their affiliates as described in this prospectus under
"Description of the Securities--Servicing and Administration of Loans," in
connection with a loan that is in default, or if a default is reasonably
foreseeable.

     The risk of loss on Interest Only Loans may be greater than on loans that
require a borrower to pay principal and interest throughout the term of the
loan from origination. See "Characteristics of the Loans--Interest Only Loans."

     The risk of loss on loans made on loans secured by mortgaged properties
located in Puerto Rico may be greater than on loans that are made to borrowers
who are United States residents and citizens or that are secured by properties
located in the United States. See "Certain Legal Aspects of the Loans."

     Because of the uncertainty, delays and costs that may be associated with
realizing on collateral securing the Mexico Loans, as well as the additional
risks of a decline in the value and marketability of the collateral, the risk
of loss for Mexico Loans may be greater than for mortgage loans secured by
mortgaged properties located in the United States. The risk of loss on loans
made to international borrowers may be greater than loans that are made to U.S.
borrowers located in the United States. See "Certain Legal Aspects of the
Loans."

     The application of any withholding tax on payments made by borrowers of
Mexico Loans residing outside of the United States may increase the risk of
default because the borrower may have qualified for the loan on the basis of
the lower mortgage payment, and may have difficulty making the increased
payments required to cover the withholding tax payments. The application of
withholding tax may increase the risk of loss because the applicable taxing
authorities may be permitted to place a lien on the mortgaged property or
effectively prevent the transfer of an interest in the mortgaged property until
any delinquent withholding taxes have been paid.

     To the extent that any document relating to a loan is not in the
possession of the trustee, the deficiency may make it difficult or impossible
to realize on the mortgaged property in the event of foreclosure, which will
affect the timing and the amount of Liquidation Proceeds received by the
trustee. See "Description of the Securities--Assignment of Loans."


                                       74



     The amount of interest payments on trust assets distributed or accrued in
the case of deferred interest on accrual securities, monthly to holders of a
class of securities entitled to payments of interest will be calculated, or
accrued in the case of deferred interest or accrual securities, on the basis of
a fixed, adjustable or variable pass-through rate payable on the outstanding
principal balance or notional amount of the security, or any combination of
pass-through rates, calculated as described in this prospectus and in the
accompanying prospectus supplement under "Description of the
Securities--Distributions of Principal and Interest on the Securities." Holders
of strip securities or a class of securities having a pass-through rate that
varies based on the weighted average loan rate of the underlying loans will be
affected by disproportionate prepayments and repurchases of loans having higher
net interest rates or higher rates applicable to the strip securities, as
applicable.

     The effective yield to maturity to each holder of securities entitled to
payments of interest will be below that otherwise produced by the applicable
pass-through rate and purchase price of the security because, while interest
will accrue on each loan from the first day of each month, the distribution of
interest will be made on the 25th day or, if the 25th day is not a business day,
the next succeeding business day, of the month following the month of accrual
or, in the case of a trust including private securities, such other day that is
specified in the accompanying prospectus supplement.

     A class of securities may be entitled to payments of interest at a fixed,
variable or adjustable pass-through rate, or any combination of pass-through
rates, each as specified in the accompanying prospectus supplement. A variable
pass-through rate may be calculated based on the weighted average of the Net
Loan Rates of the related loan or certain balances thereof for the month
preceding the distribution date. An adjustable pass-through rate may be
calculated by reference to an index or otherwise.

     The aggregate payments of interest on a class of securities, and the yield
to maturity on that class, will be affected by the rate of payment of principal
on the securities, or the rate of reduction in the notional amount of securities
entitled to payments of interest only, and, in the case of securities evidencing
interests in ARM loans, by changes in the Net Loan Rates on the ARM loans. See
"Maturity and Prepayment Considerations" below. The yield on the securities will
also be affected by liquidations of loans following borrower defaults, optional
repurchases and by purchases of loans in the event of breaches of
representations made for the loans by the depositor, the master servicer or the
servicer and others, or conversions of ARM loans to a fixed interest rate. See
"Description of the Securities--Representations With Respect to Loans."

     In most cases, if a security is purchased at a premium over its face amount
and payments of principal on the related loan occur at a rate faster than
anticipated at the time of purchase, the purchaser's actual yield to maturity
will be lower than that assumed at the time of purchase. On the other hand, if a
class of securities is purchased at a discount from its face amount and payments
of principal on the related loan occur at a rate slower than anticipated at the
time of purchase, the purchaser's actual yield to maturity will be lower than
assumed at the time of purchase. The effect of Principal Prepayments,
liquidations and purchases on yield will be particularly significant in the case
of a class of securities entitled to payments of interest only or
disproportionate payments of interest. In addition, the total return to
investors of securities evidencing a right to distributions of interest at a
rate that is based on the weighted average Net Loan Rate of the loans from time
to time will be adversely affected by principal prepayments on loans with loan
rates higher than the weighted average loan rate on the loans. In general, loans
with higher loan rates prepay at a faster rate than loans with lower loan rates.
In some circumstances, rapid prepayments may result in the failure of the
holders to recoup their original investment. In addition, the yield to maturity
on other types of classes of securities, including accrual securities,
securities with a pass-through rate that fluctuates inversely with or at a
multiple of an index or other classes in a series including more than one class
of securities, may be relatively more sensitive to the rate of prepayment on the
related loans than other classes of securities.

     The outstanding principal balances of revolving credit loans, closed-end
home equity loans, home improvement contracts and Home Loans are, in most cases,
much smaller than traditional first lien mortgage loan balances, and the
original terms to maturity of those loans and contracts are often shorter than
those of traditional first lien mortgage loans. As a result, changes in interest
rates will not affect the


                                       75



monthly payments on those loans or contracts to the same degree that changes in
mortgage interest rates will affect the monthly payments on traditional first
lien mortgage loans. Consequently, the effect of changes in prevailing interest
rates on the prepayment rates on shorter-term, smaller balance loans and
contracts may not be similar to the effects of those changes on traditional
first lien mortgage loan prepayment rates, or those effects may be similar to
the effects of those changes on mortgage loan prepayment rates, but to a smaller
degree.

     The timing of changes in the rate of principal payments on or repurchases
of the loans may significantly affect an investor's actual yield to maturity,
even if the average rate of principal payments experienced over time is
consistent with an investor's expectation. In most cases, the earlier a
prepayment of principal on the loans or a repurchase of loans, the greater will
be the effect on an investor's yield to maturity. As a result, the effect on an
investor's yield of principal payments and repurchases occurring at a rate
higher or lower than the rate anticipated by the investor during the period
immediately following the issuance of a series of securities would not be fully
offset by a subsequent like reduction or increase in the rate of principal
payments.

     There can be no assurance as to the rate of principal payments or Draws on
the revolving credit loans. For revolving credit loans, due to the unpredictable
nature of both principal payments and Draws, the rates of principal payments net
of Draws for those loans may be much more volatile than for typical first lien
loans.

     When a full prepayment is made on a loan, the borrower is charged interest
on the principal amount of the loan so prepaid for the number of days in the
month actually elapsed up to the date of the prepayment. Prepayments in full or
final liquidations of loans in most cases may reduce the amount of interest
distributed in the following month to holders of securities entitled to
distributions of interest if the resulting Prepayment Interest Shortfall is not
covered by Compensating Interest. See "Description of the Securities--Prepayment
Interest Shortfalls." A partial prepayment of principal is applied so as to
reduce the outstanding principal balance of the related mortgage loan, other
than a revolving credit loan, as of the first day of the month in which the
partial prepayment is received. As a result, the effect of a partial prepayment
on a mortgage loan, other than a revolving credit loan, will be to reduce the
amount of interest distributed to holders of securities in the month following
the receipt of the partial prepayment by an amount equal to one month's interest
at the applicable pass-through rate or Net Loan Rate, as the case may be, on the
prepaid amount if such shortfall is not covered by Compensating Interest. See
"Description of the Securities--Prepayment Interest Shortfalls." Neither full or
partial Principal Prepayments nor Liquidation Proceeds will be distributed until
the distribution date in the month following receipt. See "Maturity and
Prepayment Considerations."

     For some loans, including revolving credit loans and ARM loans, the loan
rate at origination may be below the rate that would result from the sum of the
applicable index and gross margin. Under the applicable underwriting standards,
the borrower under each of the loans, other than a revolving credit loan,
usually will be qualified on the basis of the loan rate in effect at
origination, and borrowers under revolving credit loans are usually qualified
based on an assumed payment which reflects a rate significantly lower than the
maximum rate. The repayment of any such loan may thus be dependent on the
ability of the borrower to make larger monthly payments following the adjustment
of the loan rate. In addition, the periodic increase in the amount paid by the
borrower of a Buy-Down Loan during or at the end of the applicable Buy-Down
Period may create a greater financial burden for the borrower, who might not
have otherwise qualified for a mortgage under the applicable underwriting
guidelines, and may accordingly increase the risk of default for the related
loan.

     For any loans secured by junior liens on the related mortgaged property,
any inability of the borrower to pay off the balance may also affect the ability
of the borrower to obtain refinancing of any related senior loan, thereby
preventing a potential improvement in the borrower's circumstances. Furthermore,
unless stated in the accompanying prospectus supplement, under the applicable
agreement the master servicer or the servicer may be restricted or prohibited
from consenting to any refinancing of any related senior loan, which in turn
could adversely affect the borrower's circumstances or result in a prepayment or
default under the corresponding loan.


                                       76



     The holder of a loan secured by a junior lien on the related mortgaged
property will be subject to a loss of its mortgage if the holder of a senior
mortgage is successful in foreclosure of its mortgage and its claim, including
any related foreclosure costs, is not paid in full, since no junior liens or
encumbrances survive such a foreclosure. Also, due to the priority of the senior
mortgage, the holder of a loan secured by a junior lien on the related mortgaged
property may not be able to control the timing, method or procedure of any
foreclosure action relating to the mortgaged property. Investors should be aware
that any liquidation, insurance or condemnation proceeds received relating to
any loans secured by junior liens on the related mortgaged property will be
available to satisfy the outstanding balance of such loans only to the extent
that the claims of the holders of the senior mortgages have been satisfied in
full, including any related foreclosure costs. For loans secured by junior liens
that have low junior mortgage ratios, foreclosure costs may be substantial
relative to the outstanding balance of the loan, and therefore the amount of any
Liquidation Proceeds available to securityholders may be smaller as a percentage
of the outstanding balance of the loan than would be the case in a typical pool
of first lien residential loans. In addition, the holder of a loan secured by a
junior lien on the related mortgaged property may only foreclose on the property
securing the related loan subject to any senior mortgages, in which case the
holder must either pay the entire amount due on the senior mortgages to the
senior mortgagees at or prior to the foreclosure sale or undertake the
obligation to make payments on the senior mortgages.

     Depending upon the use of the revolving credit line and the payment
patterns, during the repayment period, a borrower may be obligated to make
payments that are higher than the borrower originally qualified for. Some of the
revolving credit loans are not expected to significantly amortize prior to
maturity. As a result, a borrower will, in these cases, be required to pay a
substantial principal amount at the maturity of a revolving credit loan.
Similarly, a borrower of a Balloon Loan will be required to pay the Balloon
Amount at maturity. Those loans pose a greater risk of default than
fully-amortizing loans, because the borrower's ability to make such a
substantial payment at maturity will in most cases depend on the borrower's
ability to obtain refinancing of those loans or to sell the mortgaged property
prior to the maturity of the loan. The ability to obtain refinancing will depend
on a number of factors prevailing at the time refinancing or sale is required,
including, without limitation, the borrower's personal economic circumstances,
the borrower's equity in the related mortgaged property, real estate values,
prevailing market interest rates, tax laws and national and regional economic
conditions. None of the seller, the depositor, Residential Funding Company, LLC,
GMAC Mortgage Group, Inc. or any of their affiliates will be obligated to
refinance or repurchase any loan or to sell any mortgaged property, unless that
obligation is specified in the accompanying prospectus supplement.

     The loan rates on ARM loans that are subject to negative amortization
typically adjust monthly and their amortization schedules adjust less
frequently. Because initial loan rates are typically lower than the sum of the
indices applicable at origination and the related Note Margins, during a period
of rising interest rates as well as immediately after origination, the amount of
interest accruing on the principal balance of those loans may exceed the amount
of the scheduled monthly payment. As a result, a portion of the accrued interest
on negatively amortizing loans may become deferred interest which will be added
to their principal balance and will bear interest at the applicable loan rate.
The accompanying prospectus supplement will specify whether revolving credit
loans will be subject to negative amortization.

     The addition of any deferred interest to the principal balance of any
related class of securities will lengthen the weighted average life of that
class of securities and may adversely affect yield to holders of those
securities. In addition, for ARM loans that are subject to negative
amortization, during a period of declining interest rates, it might be expected
that each scheduled monthly payment on such a loan would exceed the amount of
scheduled principal and accrued interest on its principal balance, and since the
excess will be applied to reduce the principal balance of the related class or
classes of securities, the weighted average life of those securities will be
reduced and may adversely affect yield to holders thereof.

     If stated in the accompanying prospectus supplement, a trust may contain
GPM Loans, GEM Loans or Buy-Down Loans that have monthly payments that increase
during the first few years following origination. Borrowers in most cases will
be qualified for such loans on the basis of the initial monthly payment. To the
extent that the related borrower's income does not increase at the same rate as
the monthly payment, such a loan may be more likely to default than a mortgage
loan with level monthly payments.


                                       77



     If credit enhancement for a series of securities is provided by a letter of
credit, insurance policy or bond that is issued or guaranteed by an entity that
suffers financial difficulty, such credit enhancement may not provide the level
of support that was anticipated at the time an investor purchased its security.
In the event of a default under the terms of a letter of credit, insurance
policy or bond, any Realized Losses on the loans not covered by the credit
enhancement will be applied to a series of securities in the manner described in
the accompanying prospectus supplement and may reduce an investor's anticipated
yield to maturity.

     The accompanying prospectus supplement may set forth other factors
concerning the loans securing a series of securities or the structure of such
series that will affect the yield on the securities.


                                       78



                     MATURITY AND PREPAYMENT CONSIDERATIONS

     As indicated above under "The Trusts," the original terms to maturity of
the loans in a given trust will vary depending on the type of loans included in
the trust. The prospectus supplement for a series of securities will contain
information for the types and maturities of the loans in the related trust. The
prepayment experience, the timing and rate of repurchases and the timing and
amount of liquidations for the related loans will affect the life and yield of
the related series of securities.

     If the related agreement for a series of securities provides for a Funding
Account or other means of funding the transfer of additional loans to the
related trust, as described under "Description of the Securities--Funding
Account," and the trust is unable to acquire any additional loans within any
applicable time limit, the amounts set aside for such purpose may be applied as
principal distributions on one or more classes of securities of such series.

     Prepayments on loans are commonly measured relative to a prepayment
standard or model. The prospectus supplement for each series of securities may
describe one or more prepayment standard or model and may contain tables setting
forth the projected yields to maturity on each class of securities or the
weighted average life of each class of securities and the percentage of the
original principal amount of each class of securities of that series that would
be outstanding on specified payment dates for the series based on the
assumptions stated in the accompanying prospectus supplement, including
assumptions that prepayments on the loans are made at rates corresponding to
various percentages of the prepayment standard or model. There is no assurance
that prepayment of the loans underlying a series of securities will conform to
any level of the prepayment standard or model specified in the accompanying
prospectus supplement.

     The following is a list of factors that may affect prepayment experience:

     o    homeowner mobility;

     o    economic conditions;

     o    changes in borrowers' housing needs;

     o    job transfers;

     o    unemployment;

     o    borrowers' equity in the properties securing the mortgages;

     o    servicing decisions;

     o    enforceability of due-on-sale clauses;

     o    mortgage market interest rates;

     o    mortgage recording taxes;

     o    solicitations and the availability of mortgage funds; and

     o    the obtaining of secondary financing by the borrower.

     All statistics known to the depositor that have been compiled for
prepayment experience on loans indicate that while some loans may remain
outstanding until their stated maturities, a substantial number will be paid
significantly earlier than their respective stated maturities. The rate of
prepayment for conventional fixed-rate loans has fluctuated significantly in
recent years. In general, however, if prevailing interest rates fall
significantly below the loan rates on the loans underlying a series of
securities, the prepayment rate of such loans is likely to be significantly
higher than if prevailing rates remain at or above the rates borne by those
loans. Conversely, when prevailing interest rates increase, borrowers are less
likely to prepay their loans. The depositor is not aware of any historical
prepayment experience for loans secured by properties located in Mexico or
Puerto Rico and, accordingly, prepayments on such loans may not occur at the
same rate or be affected by the same factors as more traditional loans.

     An increase in the amount of the monthly payments owed on a Mexico Loan due
to the imposition of withholding taxes may increase the risk of prepayment on
that loan if alternative financing on more favorable terms is available.


                                       79



     Risk of prepayment on Interest Only Loans may be greater because borrowers
may decide to refinance before the expiration of the interest-only period. See
"Characteristics of the Loans--Interest Only Loans."

     There can be no assurance as to the rate of principal payments or Draws on
the revolving credit loans. In most cases, the revolving credit loans may be
prepaid in full or in part without penalty. The closed-end home equity loans may
provide for a prepayment charge. The prospectus supplement will specify whether
loans may not be prepaid in full or in part without penalty. The depositor has
no significant experience regarding the rate of Principal Prepayments on home
improvement contracts, but in most cases expects that prepayments on home
improvement contracts will be higher than other loans due to the possibility of
increased property value resulting from the home improvement and greater
refinance options. The rate of principal payments and the rate of Draws, if
applicable, may fluctuate substantially from time to time. Home equity loans are
not always viewed by borrowers as permanent financing. Accordingly, such loans
may experience a higher rate of prepayment than typical first lien mortgage
loans. Due to the unpredictable nature of both principal payments and Draws, the
rates of principal payments net of Draws for revolving credit loans may be much
more volatile than for typical first lien mortgage loans.

     The yield to maturity of the securities of any series, or the rate and
timing of principal payments or Draws, if applicable, on the related loans, may
also be affected by a wide variety of specific terms and conditions applicable
to the respective programs under which the loans were originated. For example,
the revolving credit loans may provide for future Draws to be made only in
specified minimum amounts, or alternatively may permit Draws to be made by check
or through a credit card in any amount. A pool of revolving credit loans subject
to the latter provisions may be likely to remain outstanding longer with a
higher aggregate principal balance than a pool of revolving credit loans with
the former provisions, because of the relative ease of making new Draws.
Furthermore, the loans may provide for interest rate changes on a daily or
monthly basis, or may have gross margins that may vary under some circumstances
over the term of the loan. In extremely high market interest rate scenarios,
securities backed by loans with adjustable rates subject to substantially higher
maximum rates than typically apply to adjustable rate first mortgage loans may
experience rates of default and liquidation substantially higher than those that
have been experienced on other adjustable rate mortgage loan pools.

     The yield to maturity of the securities of any series, or the rate and
timing of principal payments on the loans or Draws on the related revolving
credit loans and corresponding payments on the securities, will also be affected
by the specific terms and conditions applicable to the securities. For example,
if the index used to determine the loan rates for a series of securities is
different from the index applicable to the loan rates of the underlying loans,
the yield on the securities may be reduced by application of a cap on the loan
rates based on the weighted average of the loan rates. Depending on applicable
cash flow allocation provisions, changes in the relationship between the two
indexes may also affect the timing of some principal payments on the securities,
or may affect the amount of any overcollateralization, or the amount on deposit
in any reserve fund, which could in turn accelerate the payment of principal on
the securities if so provided in the prospectus supplement. For any series of
securities backed by revolving credit loans, provisions governing whether future
Draws on the revolving credit loans will be included in the trust will have a
significant effect on the rate and timing of principal payments on the
securities. The rate at which additional balances are generated may be affected
by a variety of factors. The yield to maturity of the securities of any series,
or the rate and timing of principal payments on the loans may also be affected
by the risks associated with other loans.

     As a result of the payment terms of the revolving credit loans or of the
mortgage provisions relating to future Draws, there may be no principal payments
on those securities in any given month. In addition, it is possible that the
aggregate Draws on revolving credit loans included in a pool may exceed the
aggregate payments of principal on those revolving credit loans for the related
period. If specified in the accompanying prospectus supplement, a series of
securities may provide for a period during which all or a portion of the
principal collections on the revolving credit loans are reinvested in additional
balances or are accumulated in a trust account pending commencement of an
amortization period relating to the securities.

     The accompanying prospectus supplement will specify whether mortgage loans
(other than ARM loans) and revolving credit loans will, and closed-end home
equity loans and home improvement contracts


                                       80



may, contain due-on-sale provisions permitting the mortgagee to accelerate the
maturity of the loan upon sale or some transfers by the borrower of the
underlying mortgaged property. Unless the accompanying prospectus supplement
indicates otherwise, the master servicer or servicer will enforce any
due-on-sale clause to the extent it has knowledge of the conveyance or proposed
conveyance of the underlying mortgaged property and it is entitled to do so
under applicable law, provided, however, that the master servicer or servicer
will not take any action in relation to the enforcement of any due-on-sale
provision which would adversely affect or jeopardize coverage under any
applicable insurance policy.

     An ARM loan is assumable, in some circumstances, if the proposed transferee
of the related mortgaged property establishes its ability to repay the loan and,
in the reasonable judgment of the master servicer or the servicer, the security
for the ARM loan would not be impaired by the assumption. The extent to which
ARM loans are assumed by purchasers of the mortgaged properties rather than
prepaid by the related borrowers in connection with the sales of the mortgaged
properties will affect the weighted average life of the related series of
securities. See "Description of the Securities--Servicing and Administration of
Loans--Enforcement of 'Due-on-Sale' Clauses" and "Certain Legal Aspects of the
Loans--Enforceability of Certain Provisions" for a description of provisions of
the related agreement and legal developments that may affect the prepayment rate
of loans.

     While most manufactured housing contracts will contain "due-on-sale"
provisions permitting the holder of the manufactured housing contract to
accelerate the maturity of the manufactured housing contract on conveyance by
the borrower, the master servicer or servicer, as applicable, may permit
proposed assumptions of manufactured housing contracts where the proposed buyer
of the manufactured home meets the underwriting standards described above. Such
assumption would have the effect of extending the average life of the
manufactured housing contract.

     In addition, some private securities included in a pool may be backed by
underlying loans having differing interest rates. Accordingly, the rate at which
principal payments are received on the related securities will, to some extent,
depend on the interest rates on the underlying loans.

     Some types of loans included in a trust may have characteristics that make
it more likely to default than collateral provided for mortgage pass-through
securities from other mortgage purchase programs. The depositor anticipates
including "limited documentation" and "no documentation" mortgage loans, loans
acquired under Residential Funding Company, LLC's negotiated conduit asset
program, Mexico Loans, loans secured by mortgaged properties located in Puerto
Rico and mortgage loans that were made to international borrowers or that were
originated in accordance with lower underwriting standards and which may have
been made to borrowers with imperfect credit histories and prior bankruptcies.
Likewise, a trust may include loans that are one month or more delinquent at the
time of offering of the related series of securities or are secured by junior
liens on the related mortgaged property. Such loans may be susceptible to a
greater risk of default and liquidation than might otherwise be expected by
investors in the related securities.

     The mortgage loans may in most cases be prepaid by the borrowers at any
time without payment of any prepayment fee or penalty, although some of the
mortgage loans as described in the accompanying prospectus supplement provide
for payment of a prepayment charge. This may have an effect on the rate of
prepayment. Some states' laws restrict the imposition of prepayment charges even
when the mortgage loans expressly provide for the collection of those charges.
As a result, it is possible that prepayment charges may not be collected even on
mortgage loans that provide for the payment of these charges.

     The master servicer or the servicer may allow the refinancing of loans in
any trust by accepting prepayments and permitting a new loan to the same
borrower secured by a mortgage on the same property, which may be originated by
the servicer or the master servicer or any of their respective affiliates or by
an unrelated entity. In the event of a refinancing, the new loan would not be
included in the related trust, so the refinancing would have the same effect as
a prepayment in full of the related loan. A servicer or the master servicer may,
from time to time, implement programs designed to encourage refinancing. These
programs may include, without limitation, modifications of existing loans,
general or targeted solicitations, the offering of preapproved applications,
reduced origination fees or closing costs, reduced or no documentation or other
financial incentives. Targeted solicitations may be based on a variety of
factors, including the credit of the borrower, the location of the mortgaged
property, or the master


                                       81



servicer's or servicer's judgment as to the likelihood of refinancing. In
addition, servicers or the master servicer may encourage assumption of loans,
including defaulted loans, under which creditworthy borrowers assume the
outstanding indebtedness of the loans, which may be removed from the related
pool. As a result of these programs, for the pool underlying any trust:

     o    the rate of Principal Prepayments of the loans in the pool may be
          higher than would otherwise be the case;

     o    in some cases, the average credit or collateral quality of the loans
          remaining in the pool may decline; and

     o    the weighted average interest rate on the loans that remain in the
          trust may be lower, thus reducing the rate of prepayments on the loans
          in the future.

     Although the loan rates on revolving credit loans and ARM loans will be
subject to periodic adjustments, the adjustments in most cases will:

     o    as to ARM loans, not increase or decrease the loan rates by more than
          a fixed percentage amount on each adjustment date;

     o    not increase the loan rates over a fixed percentage amount during the
          life of any revolving credit loan or ARM loan; and

     o    be based on an index, which may not rise and fall consistently with
          mortgage interest rates, plus the related Gross Margin, which may be
          different from margins being used for newly originated adjustable rate
          loans.

     As a result, the loan rates on the revolving credit loans or ARM loans in a
trust at any time may not equal the prevailing rates for similar, newly
originated adjustable rate loans or lines of credit, and accordingly the rate of
principal payments and Draws, if applicable, may be lower or higher that would
otherwise be anticipated. In some rate environments, the prevailing rates on
fixed-rate loans may be sufficiently low in relation to the then-current loan
rates on revolving credit loans or ARM loans that the rate of prepayment may
increase as a result of refinancing. There can be no certainty as to the rate of
prepayments or Draws, if applicable, on the loans during any period or over the
life of any series of securities.

     For any index used in determining the rate of interest applicable to any
series of securities or loan rates of the underlying loans, there are a number
of factors that affect the performance of those indices and may cause those
indices to move in a manner different from other indices. If an index applicable
to a series responds to changes in the general level of interest rates less
quickly than other indices, in a period of rising interest rates, increases in
the yield to securityholders due to those rising interest rates may occur later
than that which would be produced by other indices, and in a period of declining
rates, that index may remain higher than other market interest rates which may
result in a higher level of prepayments of the loans, which adjust in accordance
with that index, than of loans which adjust in accordance with other indices.

     Mortgage loans made with respect to multifamily residential rental
properties and Mixed-Use Properties may have provisions that prohibit prepayment
entirely or for certain periods and/or require payment of premium or yield
maintenance penalties, and may provide for payments of interest only during a
certain period followed by amortization of principal on the basis of a schedule
extending beyond the maturity of the related mortgage loan. Prepayments of such
mortgage loans may be affected by these and other factors, including changes in
interest rates and the relative tax benefits associated with ownership of
multifamily property and Mixed-Use Property.

     No assurance can be given that the value of the mortgaged property securing
a loan has remained or will remain at the level existing on the date of
origination. If the residential real estate market should experience an overall
decline in property values such that the outstanding balances of the loans and
any secondary financing on the mortgaged properties in a particular pool become
equal to or greater than the value of the mortgaged properties, the actual rates
of delinquencies, foreclosures and losses could be higher than those now
generally experienced in the mortgage lending industry. The value of any Mexican


                                       82



property could also be adversely affected by, among other things, adverse
political and economic developments in Mexico. In addition, the value of
property securing Cooperative Loans and the delinquency rates for Cooperative
Loans could be adversely affected if the current favorable tax treatment of
cooperative tenant stockholders were to become less favorable. See "Certain
Legal Aspects of the Loans."

     To the extent that losses resulting from delinquencies, losses and
foreclosures or repossession of mortgaged property for loans included in a trust
for a series of securities are not covered by the methods of credit enhancement
described in this prospectus under "Description of Credit Enhancement" or in the
accompanying prospectus supplement, the losses will be borne by holders of the
securities of the related series. Even where credit enhancement covers all
Realized Losses resulting from delinquency and foreclosure or repossession, the
effect of foreclosures and repossessions may be to increase prepayment
experience on the loans, thus reducing average weighted life and affecting yield
to maturity. See "Yield Considerations."

     Under some circumstances, the master servicer or a servicer may have the
option to purchase the loans in a trust. See "The Agreements--Termination;
Retirement of Securities." Any repurchase will shorten the weighted average
lives of the related securities. Furthermore, as described under "The
Agreements--Termination; Retirement of Securities," a holder of the Call Class
will have the right, solely at its discretion, to terminate the related trust
and thereby effect early retirement of the securities of the series, on any
distribution date after the 12th distribution date following the date of initial
issuance of the related series of certificates and until the date when the
optional termination rights of the master servicer or the servicer become
exercisable. Any such termination will shorten the weighted average lives of the
related securities.


                                       83



                       CERTAIN LEGAL ASPECTS OF THE LOANS

     The following discussion contains summaries of some legal aspects of the
loans that are general in nature. Because these legal aspects are governed in
part by state law, which laws may differ substantially from state to state, the
summaries do not purport to be complete, to reflect the laws of any particular
state or to encompass the laws of all states in which the mortgaged properties
may be situated. These legal aspects are in addition to the requirements of any
applicable FHA Regulations described in the accompanying prospectus supplement
regarding home improvement contracts partially insured by the FHA under Title I.
The summaries are qualified in their entirety by reference to the applicable
federal and state laws governing the loans.

THE MORTGAGE LOANS

General

     The loans, other than Cooperative Loans, Mexico Loans and contracts, will
be secured by deeds of trust, mortgages or deeds to secure debt depending on the
prevailing practice in the state in which the related mortgaged property is
located. In some states, a mortgage, deed of trust or deed to secure debt
creates a lien on the related real property. In other states, the mortgage, deed
of trust or deed to secure debt conveys legal title to the property to the
mortgagee subject to a condition subsequent, for example, the payment of the
indebtedness secured thereby. These instruments are not prior to the lien for
real estate taxes and assessments and other charges imposed under governmental
police powers. Priority with respect to these instruments depends on their terms
and in some cases on the terms of separate subordination or inter-creditor
agreements, and in most cases on the order of recordation of the mortgage deed
of trust or deed to secure debt in the appropriate recording office.

     There are two parties to a mortgage, the mortgagor, who is the borrower and
homeowner, and the mortgagee, who is the lender. Under the mortgage instrument,
the mortgagor delivers to the mortgagee a note or bond and the mortgage. In some
states, three parties may be involved in a mortgage financing when title to the
property is held by a land trustee under a land trust agreement of which the
borrower is the beneficiary; at origination of a mortgage loan, the land
trustee, as fee owner of the property, executes the mortgage and the borrower
executes a separate undertaking to make payments on the mortgage note. Although
a deed of trust is similar to a mortgage, a deed of trust has three parties: the
grantor, who is the borrower/homeowner; the beneficiary, who is the lender; and
a third-party grantee called the trustee. Under a deed of trust, the borrower
grants the mortgaged property to the trustee, irrevocably until satisfaction of
the debt. A deed to secure debt typically has two parties, under which the
borrower, or grantor, conveys title to the real property to the grantee, or
lender, typically with a power of sale, until the time when the debt is repaid.
The trustee's authority under a deed of trust and the mortgagee's or grantee's
authority under a mortgage or a deed to secure debt, as applicable, are governed
by the law of the state in which the real property is located, the express
provisions of the deed of trust, mortgage or deed to secure debt and, in some
deed of trust transactions, the directions of the beneficiary.

Leases and Rents

     Mortgages that encumber income-producing multifamily properties often
contain an assignment of rents and leases, pursuant to which the borrower
assigns to the lender the borrower's right, title and interest as landlord under
each lease and the income derived therefrom, while, unless rents are to be paid
directly to the lender, retaining a revocable license to collect the rents for
so long as there is no default. If the borrower defaults, the license terminates
and the lender is entitled to collect the rents. Local law may require that the
lender take possession of the property and/or obtain a court-appointed receiver
before becoming entitled to collect the rents.

Cooperative Loans

     If specified in the prospectus supplement relating to a series of
securities, the loans may include Cooperative Loans. In general, all Cooperative
buildings relating to the Cooperative Loans are located in the State of New
York. Each Cooperative Note evidencing a Cooperative Loan will be secured by a


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security interest in shares issued by the Cooperative that owns the related
apartment building, which is a corporation entitled to be treated as a housing
cooperative under federal tax law, and in the related proprietary lease or
occupancy agreement granting exclusive rights to occupy a specific dwelling unit
in the Cooperative's building. The security agreement will create a lien on, or
grant a security interest in, the Cooperative shares and proprietary leases or
occupancy agreements, the priority of which will depend on, among other things,
the terms of the particular security agreement as well as the order of
recordation of the agreement, or the filing of the financing statements related
thereto, in the appropriate recording office or the taking of possession of the
Cooperative shares, depending on the law of the state in which the Cooperative
is located. This type of lien or security interest is not, in general, prior to
liens in favor of the cooperative corporation for unpaid assessments or common
charges, nor is it prior to the lien for real estate taxes and assessments and
other charges imposed under governmental police powers.

     In most cases, each Cooperative owns in fee or has a leasehold interest in
all the real property and owns in fee or leases the building and all separate
dwelling units therein. The Cooperative is directly responsible for property
management and, in most cases, payment of real estate taxes, other governmental
impositions and hazard and liability insurance. If there is an underlying
mortgage or mortgages on the Cooperative's building or underlying land, as is
typically the case, or an underlying lease of the land, as is the case in some
instances, the Cooperative, as mortgagor or lessee, as the case may be, is also
responsible for fulfilling the mortgage or rental obligations.

     An underlying mortgage loan is ordinarily obtained by the Cooperative in
connection with either the construction or purchase of the Cooperative's
building or the obtaining of capital by the Cooperative. The interest of the
occupant under proprietary leases or occupancy agreements as to which that
Cooperative is the landlord is usually subordinate to the interest of the holder
of an underlying mortgage and to the interest of the holder of a land lease. If
the Cooperative is unable to meet the payment obligations (i) arising under an
underlying mortgage, the mortgagee holding an underlying mortgage could
foreclose on that mortgage and terminate all subordinate proprietary leases and
occupancy agreements or (ii) arising under its land lease, the holder of the
landlord's interest under the land lease could terminate it and all subordinate
proprietary leases and occupancy agreements. In addition, an underlying mortgage
on a Cooperative may provide financing in the form of a mortgage that does not
fully amortize, with a significant portion of principal being due in one final
payment at maturity. The inability of the Cooperative to refinance a mortgage
and its consequent inability to make the final payment could lead to foreclosure
by the mortgagee. Similarly, a land lease has an expiration date and the
inability of the Cooperative to extend its term or, in the alternative, to
purchase the land, could lead to termination of the Cooperative's interest in
the property and termination of all proprietary leases and occupancy agreements.
In either event, a foreclosure by the holder of an underlying mortgage or the
termination of the underlying lease could eliminate or significantly diminish
the value of any collateral held by the lender who financed the purchase by an
individual tenant-stockholder of shares of the Cooperative, or in the case of
the loans, the collateral securing the Cooperative Loans.

     Each Cooperative is owned by shareholders, referred to as
tenant-stockholders, who, through ownership of stock or shares in the
Cooperative, receive proprietary leases or occupancy agreements which confer
exclusive rights to occupy specific dwellings. In most instances, a
tenant-stockholder of a Cooperative must make a monthly maintenance payment to
the Cooperative under the proprietary lease, which rental payment represents the
tenant-stockholder's pro rata share of the Cooperative's payments for its
underlying mortgage, real property taxes, maintenance expenses and other capital
or ordinary expenses. An ownership interest in a Cooperative and accompanying
occupancy rights may be financed through a Cooperative Loan evidenced by a
Cooperative Note and secured by an assignment of and a security interest in the
occupancy agreement or proprietary lease and a security interest in the related
shares of the related Cooperative. The lender usually takes possession of the
stock 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 or local
offices to perfect the lender's interest in its collateral. In accordance with
the limitations discussed below, on default of the tenant-stockholder, the
lender may sue for judgment on the Cooperative Note, dispose of the collateral
at a public or private sale or otherwise proceed against the collateral or


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tenant-stockholder as an individual as provided in the security agreement
covering the assignment of the proprietary lease or occupancy agreement and the
pledge of Cooperative shares. See "--Foreclosure on Shares of Cooperatives"
below.

Tax Aspects of Cooperative Ownership

     In general, a "tenant-stockholder," as defined in Section 216(b)(2) of the
Internal Revenue Code, of a corporation that qualifies as a "cooperative housing
corporation" within the meaning of Section 216(b)(1) of the Internal Revenue
Code is allowed a deduction for amounts paid or accrued within his or her
taxable year to the corporation representing his or her proportionate share of
certain interest expenses and real estate taxes allowable as a deduction under
Section 216(a) of the Internal Revenue Code to the corporation under Sections
163 and 164 of the Internal Revenue Code. In order for a corporation to qualify
under Section 216(b)(1) of the Internal Revenue Code for its taxable year in
which those items are allowable as a deduction to the corporation, the section
requires, among other things, that at least 80% of the gross income of the
corporation be derived from its tenant-stockholders. By virtue of this
requirement, the status of a corporation for purposes of Section 216(b)(1) of
the Internal Revenue Code 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 this section for any particular year. If 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 Section 216(a) of
the Internal Revenue Code with respect to those years. In view of the
significance of the tax benefits accorded tenant-stockholders of a corporation
that qualifies under Section 216(b)(1) of the Internal Revenue Code, the
likelihood that this type of failure would be permitted to continue over a
period of years appears remote.

Mexico Loans

     If specified in the accompanying prospectus supplement, the mortgage loans
may include Mexico Loans. See "The Trusts--Mexico Loans" for a description of
the security for the Mexico Loans.

Foreclosure on Mortgage Loans

     Although a deed of trust or a deed to secure debt may also be foreclosed by
judicial action, foreclosure of a deed of trust or a deed to secure debt is
typically accomplished by a non-judicial sale under a specific provision in the
deed of trust or deed to secure debt which authorizes the trustee or grantee, as
applicable, to sell the property on default by the borrower under the terms of
the note or deed of trust or deed to secure debt. In addition to any notice
requirements contained in a deed of trust or deed to secure debt, in some
states, the trustee or grantee, as applicable, must record a notice of default
and send a copy to the borrower and to any person who has recorded a request for
a copy of notice of default and notice of sale. In addition, in some states, the
trustee or grantee, as applicable, must provide notice to any other individual
having an interest of record in the real property, including any junior
lienholders. If the deed of trust or deed to secure debt is not reinstated
within a specified period, a notice of sale must be posted in a public place
and, in most states, published for a specific period of time in one or more
newspapers. In addition, some states' 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 some states, the borrower has the right to reinstate the loan at any
time following default until shortly before the trustee's sale. In most cases,
in those states, the borrower, or any other person having a junior encumbrance
on the real estate, may, during a reinstatement period, cure the default by
paying the entire amount in arrears plus the costs and expenses incurred in
enforcing the obligation.

     An action to foreclose a mortgage is an action to recover the mortgage debt
by enforcing the mortgagee's rights under the mortgage and in the mortgaged
property and compelling a sale of the mortgaged property to satisfy the debt. It
is regulated by statutes and rules, and in most cases a borrower is bound by the
terms of the mortgage note and the mortgage as made and cannot be relieved from
its own default. However, a court may exercise equitable powers to relieve a
borrower of a default and deny the mortgagee foreclosure. Under various
circumstances a court of equity may relieve the borrower from a


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non-monetary default where that default was not willful or where a monetary
default, such as failure to pay real estate taxes, can be cured before
completion of the foreclosure and there is no substantial prejudice to the
mortgagee.

     Foreclosure of a mortgage usually is accomplished by judicial action. In
most cases, the action is initiated by the service of legal pleadings on all
parties having an interest of record in the real property. Delays in completion
of the foreclosure may result from difficulties in locating and serving
necessary parties, including borrowers, such as international borrowers, located
outside the jurisdiction in which the mortgaged property is located.
Difficulties in foreclosing on mortgaged properties owned by international
borrowers may result in increased foreclosure costs, which may reduce the amount
of proceeds from the liquidation of the related loan available to be distributed
to the securityholders of the related series. In addition, delays in completion
of the foreclosure and additional losses may result where loan documents
relating to the loan are missing. If the mortgagee's right to foreclose is
contested, the legal proceedings necessary to resolve the issue can be
time-consuming.

     In the case of foreclosure under a mortgage, a deed of trust or deed to
secure debt, the sale by the referee or other designated officer or by the
trustee or grantee, as applicable, is a public sale. However, because of the
difficulty a potential buyer at the sale may have in determining the exact
status of title and because the physical condition of the property may have
deteriorated during the foreclosure proceedings, it is uncommon for a third
party to purchase the property at a foreclosure sale. Rather, it is common for
the lender to purchase the property from the trustee or grantee, as applicable,
or referee for a credit bid less than or equal to the unpaid principal amount of
the loan, accrued and unpaid interest and the expense of foreclosure, in which
case the mortgagor's debt will be extinguished unless the lender purchases the
property for a lesser amount and preserves its right against a borrower to seek
a deficiency judgment and the remedy is available under state law and the
related loan documents. In some states, there is a statutory minimum purchase
price that the lender may offer for the property and in most cases, state law
controls the amount of foreclosure costs and expenses, including attorneys'
fees, which may be recovered by a lender. Thereafter, subject to the right of
the borrower in some states to remain in possession during the redemption
period, the lender will assume the burdens of ownership, including obtaining
hazard insurance, paying taxes and making repairs at its own expense that are
necessary to render the property suitable for sale. In most cases, the lender
will obtain the services of a real estate broker and pay the broker's commission
in connection with the sale of the property. Depending on market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property and, in some states, the lender may be entitled to a
deficiency judgment. In some cases, a deficiency judgment may be pursued in lieu
of foreclosure. Any loss may be reduced by the receipt of any mortgage insurance
proceeds or other forms of credit enhancement for a series of securities. See
"Description of Credit Enhancement."

Foreclosure on Junior Mortgage Loans

     If a senior mortgage goes into default, the junior mortgagee is at risk of
losing its lien on the mortgaged property by a foreclosure of the senior lien.
To protect against this loss the junior mortgagee must either pay the entire
amount due on the senior mortgages to the senior mortgagees prior to or at the
time of the foreclosure sale or undertake the obligation to make payments on the
senior mortgages if the mortgagor is in default thereunder, in either event
adding the amounts expended to the balance due on the junior loan. In addition,
if the foreclosure by a junior mortgagee triggers the enforcement of a
"due-on-sale" clause in a senior mortgage, the junior mortgagee may be required
to pay the full amount of the senior mortgages to the senior mortgagees, to
avoid a default with respect thereto. Accordingly, if the junior lender
purchases the property, the lender's title will be subject to all senior liens
and claims and certain governmental liens. The same is true for any third-party
purchaser, thus reducing the value the junior mortgagee can realize at the
foreclosure sale. The proceeds received by the referee or trustee from the sale
are applied first to the costs, fees and expenses of sale and then in
satisfaction of the indebtedness secured by the mortgage or deed of trust that
is being foreclosed. Any remaining proceeds are typically payable to the holders
of junior mortgages or deeds of trust and other liens and claims in order of
their priority, whether or not the borrower is in default. Any additional
proceeds are usually payable to the mortgagor or trustor. The payment of the
proceeds to the holders of junior mortgages may occur in the


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foreclosure action of the senior mortgagee or may require the institution of
separate legal proceedings. See "Description of the Certificates--Realization
Upon Defaulted Mortgage Loans or Contracts."

     In addition, if proceeds from a foreclosure or similar sale of the
mortgaged property are insufficient to satisfy all senior liens and the junior
loan in the aggregate, the trust as the holder of the junior lien and,
accordingly, holders of one or more classes of related securities bear (1) the
risk of delay in distributions while a deficiency judgment against the borrower
is obtained and (2) the risk of loss if the deficiency judgment is not realized
upon. Moreover, deficiency judgments may not be available in some jurisdictions.
In addition, liquidation expenses with respect to defaulted junior loans do not
vary directly with the outstanding principal balance of the loans at the time of
default. Therefore, assuming that the master servicer or servicer took the same
steps in realizing upon a defaulted junior loan having a small remaining
principal balance as it would in the case of a defaulted junior loan having a
large remaining principal balance, the amount realized after expenses of
liquidation would be smaller as a percentage of the outstanding principal
balance of the small junior loan than would be the case with the defaulted
junior loan having a large remaining principal balance.

     The purposes of a foreclosure action are to enable the mortgagee to realize
on its security and to bar the borrower, and all persons who have an interest in
the property which is subordinate to the foreclosing mortgagee, from their
"equity of redemption." The doctrine of equity of redemption provides that,
until the property covered by a mortgage has been sold in accordance with a
properly conducted foreclosure and foreclosure sale, those having an interest
which is subordinate to that of the foreclosing mortgagee have an equity of
redemption and may redeem the property by paying the entire debt with interest.
In addition, in some states, when a foreclosure action has been commenced, the
redeeming party must pay various costs of that action. Those having an equity of
redemption must be made parties and duly summoned to the foreclosure action in
order for their equity of redemption to be barred.

Foreclosure on Mexico Loans

     Foreclosure on the borrower's beneficial interest in the Mexican trust
typically is expected to be accomplished by public sale in accordance with the
provisions of Article 9 of the UCC and the security agreement relating to that
beneficial interest or by public auction held by the Mexican trustee under the
Mexico trust agreement. Article 9 of the UCC requires that a sale be conducted
in a "commercially reasonable" manner. Whether a 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 sale and the sale
price. In most cases, a sale conducted according to the usual practice of banks
selling similar collateral in the same area will be considered reasonably
conducted. Under the trust agreement, the lender may direct the Mexican trustee
to transfer the borrower's beneficial interest in the Mexican trust to the
purchaser on completion of the public sale and notice from the lender. That
purchaser will be entitled to rely on the terms of the Mexico trust agreement to
direct the Mexican trustee to transfer the borrower's beneficial interest in the
Mexican trust into the name of the purchaser or its nominee, or the trust may be
terminated and a new trust may be established.

     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. If there are proceeds
remaining, the lender must account to the borrower for the surplus. On the other
hand, if a portion of the indebtedness remains unpaid, the borrower is usually
responsible for the deficiency. However, some states limit the rights of lenders
to obtain deficiency judgments. See "--Anti-Deficiency Legislation and Other
Limitations on Lenders" below. The costs of sale may be substantially higher
than the costs associated with foreclosure sales for property located in the
United States, and may include transfer taxes, notary public fees, trustee fees,
capital gains and other taxes on the proceeds of sale, and the cost of amending
or terminating the Mexico trust agreement and preparing a new trust agreement.
Additional costs associated with realizing on the collateral may include
eviction proceedings, the costs of defending actions brought by the defaulting
borrower and enforcement actions. Any of the additional foreclosure costs may
make the cost of foreclosing on the collateral uneconomical, which may increase
the risk of loss on the Mexico Loans substantially.


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     Where the borrower does not maintain its principal residence in the United
States, or, if a borrower residing in the United States moves its principal
residence from the state in which the UCC financing statements have been filed,
and the lender, because it has no knowledge of the relocation of the borrower or
otherwise, fails to refile in the state to which the borrower has moved within
four months after relocation, or if the borrower no longer resides in the United
States, the lender's security interest in the borrower's beneficial interest in
the Mexican trust may be unperfected. In those circumstances, if the borrower
defaults on the Mexico Loan, the Mexico loan agreement will nonetheless permit
the lender to terminate the borrower's rights to occupy the Mexican property,
and the Mexico trust agreement will permit the lender to instruct the Mexican
trustee to transfer the Mexican property to a subsequent purchaser or to
recognize the subsequent purchaser as the beneficiary of the borrower's
beneficial interest in the Mexican trust. However, because the lender's security
interest in the borrower's beneficial interest in the Mexican trust will be
unperfected, no assurance can be given that the lender will be successful in
realizing on its interest in the collateral under those circumstances. The
lender's security interest in the borrower's beneficial interest in the Mexican
trust is not, for purposes of foreclosing on that collateral, an interest in
real property. The depositor either will rely on its remedies that are available
in the United States under the applicable UCC and under the Mexico trust
agreement and foreclose on the collateral securing a Mexico Loan under the UCC,
or follow the procedures described below.

     In the case of some Mexico Loans, the Mexico trust agreement may permit the
Mexican trustee, on notice from the lender of a default by the borrower, to
notify the borrower that the borrower's beneficial interest in the Mexican trust
or the Mexican property will be sold at an auction in accordance with the Mexico
trust agreement. Under the terms of the Mexico trust agreement, the borrower may
avoid foreclosure by paying in full prior to sale the outstanding principal
balance of, together with all accrued and unpaid interest and other amounts owed
on, the Mexico Loan. At the auction, the Mexican trustee may sell the borrower's
beneficial interest in the Mexican trust to a third party, sell the Mexican
property to another trust established to hold title to that property, or sell
the Mexican property directly to a Mexican citizen.

     The depositor is not aware of any other mortgage loan programs involving
mortgage loans that are secured in a manner similar to the Mexico Loans. As a
result, there may be uncertainty and delays in the process of attempting to
realize on the mortgage collateral and gaining possession of the mortgaged
property, and the process of marketing the borrower's beneficial interest in the
Mexican trust to persons interested in purchasing a Mexican property may be
difficult.

Foreclosure on Mortgaged Properties Located in the Commonwealth of Puerto Rico

     Under the laws of the Commonwealth of Puerto Rico the foreclosure of a real
estate mortgage usually follows an ordinary "civil action" filed in the Superior
Court for the district where the mortgaged property is located. If the defendant
does not contest the action filed, a default judgment is rendered for the
plaintiff and the mortgaged property is sold at public auction, after
publication of the sale for two weeks, by posting written notice in three public
places in the municipality where the auction will be held, in the tax collection
office and in the public school of the municipality where the mortgagor resides,
if known. If the residence of the mortgagor is not known, publication in one of
the newspapers of general circulation in the Commonwealth of Puerto Rico must be
made at least once a week for two weeks. There may be as many as three public
sales of the mortgaged property. If the defendant contests the foreclosure, the
case may be tried and judgment rendered based on the merits of the case.

     There are no redemption rights after the public sale of a foreclosed
property under the laws of the Commonwealth of Puerto Rico. Commonwealth of
Puerto Rico law provides for a summary proceeding for the foreclosure of a
mortgage, but it is very seldom used because of concerns regarding the validity
of those actions. The process may be expedited if the mortgagee can obtain the
consent of the defendant to the execution of a deed in lieu of foreclosure.

     Under Commonwealth of Puerto Rico law, in the case of the public sale on
foreclosure of a mortgaged property that (a) is subject to a mortgage loan that
was obtained for a purpose other than the financing or refinancing of the
acquisition, construction or improvement of the property and (b) is occupied by
the mortgagor as his principal residence, the mortgagor of the property has a
right to be paid


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the first $1,500 from the proceeds obtained on the public sale of the property.
The mortgagor can claim this sum of money from the mortgagee at any time prior
to the public sale or up to one year after the sale. This payment would reduce
the amount of sales proceeds available to satisfy the mortgage loan and may
increase the amount of the loss.

Foreclosure on Shares of Cooperatives

     The Cooperative shares owned by the tenant-stockholder, together with the
rights of the tenant-stockholder under the proprietary lease or occupancy
agreement, are pledged to the lender and are, in almost all cases, subject to
restrictions on transfer as set forth in the Cooperative's certificate of
incorporation and by-laws, as well as in the proprietary lease or occupancy
agreement. The proprietary lease or occupancy agreement, even while pledged, may
be cancelled by the Cooperative for failure by the tenant-stockholder to pay
rent or other obligations or charges owed by the tenant-stockholder, including
mechanics' liens against the Cooperative's building incurred by the
tenant-stockholder.

     In most cases, rent and other obligations and charges arising under a
proprietary lease or occupancy agreement that are owed to the Cooperative become
liens on the shares to which the proprietary lease or occupancy agreement
relates. In addition, the proprietary lease or occupancy agreement in most cases
permits the Cooperative to terminate the lease or agreement if the borrower
defaults in the performance of covenants thereunder. Typically, the lender and
the Cooperative enter into a recognition agreement which, together with any
lender protection provisions contained in the proprietary lease or occupancy
agreement, establishes the rights and obligations of both parties in the event
of a default by the tenant-stockholder on its obligations under the proprietary
lease or occupancy agreement. A default by the tenant-stockholder under the
proprietary lease or occupancy agreement will usually constitute a default under
the security agreement between the lender and the tenant-stockholder.

     The recognition agreement in most cases provides that, if the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the Cooperative will take no action to terminate the lease or
agreement until the lender has been provided with notice of and an opportunity
to cure the default. The recognition agreement typically provides that if the
proprietary lease or occupancy agreement is terminated, the Cooperative will
recognize the lender's lien against proceeds from a sale of the shares and the
proprietary lease or occupancy agreement allocated to the dwelling, subject,
however, to the Cooperative's right to sums due under the proprietary lease or
occupancy agreement or which have become liens on the shares relating to the
proprietary lease or occupancy agreement. The total amount owed to the
Cooperative by the tenant-stockholder, which the lender in most cases cannot
restrict and does not monitor, could reduce the amount realized upon a sale of
the collateral below the outstanding principal balance of the Cooperative Loan
and accrued and unpaid interest thereon.

     Recognition agreements also typically provide that if the lender succeeds
to the tenant-shareholder's shares and proprietary lease or occupancy agreement
as the result of realizing upon its collateral for a Cooperative Loan, the
lender must obtain the approval or consent of the board of directors of the
Cooperative as required by the proprietary lease before transferring the
Cooperative shares and assigning the proprietary lease. This approval or consent
is usually based on the prospective purchaser's income and net worth, among
other factors, and may significantly reduce the number of potential purchasers,
which could limit the ability of the lender to sell and realize upon the value
of the collateral. In most cases, the lender is not limited in any rights it may
have to dispossess the tenant-stockholder.

     Because of the nature of Cooperative Loans, lenders do not usually require
either the tenant-stockholder (that is, the borrower) or the Cooperative to
obtain title insurance of any type. Consequently, the existence of any prior
liens or other imperfections of title affecting the Cooperative's building or
real estate also may adversely affect the marketability of the shares allocated
to the dwelling unit in the event of foreclosure.

     A foreclosure on the Cooperative shares is accomplished by public sale in
accordance with the provisions of Article 9 of the Uniform Commercial Code, or
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 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


                                       90



debtor and the method, manner, time, place and terms of the sale and the sale
price. In most instances, a sale conducted according to the usual practice of
creditors selling similar collateral in the same area will be considered
reasonably conducted.

     Where the lienholder is the junior lienholder, any foreclosure may be
delayed until the junior lienholder obtains actual possession of such
Cooperative shares. Additionally, if the lender does not have a first priority
perfected security interest in the Cooperative shares, any foreclosure sale
would be subject to the rights and interests of any creditor holding senior
interests in the shares. Also, a junior lienholder may not be able to obtain a
recognition agreement from a Cooperative since many cooperatives do not permit
subordinate financing. Without a recognition agreement, the junior lienholder
will not be afforded the usual lender protections from the Cooperative which are
in most cases provided for in recognition agreements.

     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, in most cases provides that the lender's right to
reimbursement is subject to the right of the Cooperative corporation to receive
sums due under the proprietary lease or occupancy agreement. If there are
proceeds remaining, the lender must account to the tenant-stockholder for the
surplus. On the other hand, if a portion of the indebtedness remains unpaid, the
tenant-stockholder is in most cases responsible for the deficiency. See
"--Anti-Deficiency Legislation and Other Limitations on Lenders" below.

Rights of Redemption

     In some states, after sale under a deed of trust, or a deed to secure debt
or foreclosure of a mortgage, the borrower and foreclosed junior lienors or
other parties are given a statutory period, typically ranging from six months to
two years, in which to redeem the property from the foreclosure sale. In some
states, redemption may occur only on payment of the entire principal balance of
the mortgage loan, accrued interest and expenses of foreclosure. In other
states, redemption may be authorized if the former borrower pays only a portion
of the sums due. In some states, the right to redeem is an equitable right. The
equity of redemption, which is a non-statutory right, should be distinguished
from statutory rights of redemption. The effect of a statutory right of
redemption is to diminish the ability of the lender to sell the foreclosed
property. The rights of redemption would defeat the title of any purchaser
subsequent to foreclosure or sale under a deed of trust or a deed to secure
debt. Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has expired.

Anti-Deficiency Legislation and Other Limitations on Lenders

     Some states have imposed statutory prohibitions which limit the remedies of
a beneficiary under a deed of trust, a mortgagee under a mortgage or a grantee
under a deed to secure debt. In some states, including California, statutes
limit the right of the beneficiary, mortgagee or grantee to obtain a deficiency
judgment against the borrower following foreclosure. A deficiency judgment is a
personal judgment against the former borrower equal in most cases to the
difference between the net amount realized upon the public sale of the real
property and the amount due to the lender. In the case of a mortgage loan
secured by a property owned by a trust where the Mortgage Note is executed on
behalf of the trust, a deficiency judgment against the trust following
foreclosure or sale under a deed of trust or deed to secure debt, even if
obtainable under applicable law, may be of little value to the beneficiary,
grantee or mortgagee if there are no trust assets against which the deficiency
judgment may be executed. Some state statutes require the beneficiary, grantee
or mortgagee to exhaust the security afforded under a deed of trust, deed to
secure debt or mortgage by foreclosure in an attempt to satisfy the full debt
before bringing a personal action against the borrower.

     In other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting the security; however,
in some of these states, the lender, following judgment on the personal action,
may be deemed to have elected a remedy and may be precluded from exercising
remedies for the security. Consequently, the practical effect of the election
requirement, in those states


                                       91



permitting this election, is that lenders will usually proceed against the
security first rather than bringing a personal action against the borrower.
Finally, in some states, statutory provisions limit any deficiency judgment
against the borrower following a foreclosure to the excess of the outstanding
debt over the fair value of the property at the time of the public sale. The
purpose of these statutes is in most cases to prevent a beneficiary, grantee or
mortgagee from obtaining a large deficiency judgment against the borrower as a
result of low or no bids at the judicial sale.

     Finally, in other states, statutory provisions limit any deficiency
judgment against the borrower following a foreclosure 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, grantee or mortgagee from obtaining a large deficiency judgment
against the former borrower as a result of low or no bids at the judicial sale.
Various state laws also place a limitation on the mortgagee for late payment
charges.

     In most cases, Article 9 of the UCC governs foreclosure on Cooperative
shares and the related proprietary lease or occupancy agreement. Some courts
have interpreted Article 9 to prohibit or limit a deficiency award in some
circumstances, including circumstances where the disposition of the collateral,
which, in the case of a Cooperative Loan, would be the shares of the Cooperative
and the related proprietary lease or occupancy agreement, was not conducted in a
commercially reasonable manner.

     In addition to laws limiting or prohibiting deficiency judgments, numerous
other federal and state statutory provisions, including the federal bankruptcy
laws and state laws affording relief to debtors, may interfere with or affect
the ability of the secured mortgage lender to realize upon its collateral and/or
enforce a deficiency judgment. For example, under the federal bankruptcy law,
all actions by the secured mortgage lender against the debtor, the debtor's
property and any co-debtor are automatically stayed upon the filing of a
bankruptcy petition. Moreover, a court having federal bankruptcy jurisdiction
may permit a debtor through its Chapter 11 or Chapter 13 rehabilitative plan to
cure a monetary default relating to a mortgage loan or revolving credit loan on
the debtor's residence by paying arrearages within a reasonable time period and
reinstating the original loan payment schedule, even though the lender
accelerated the mortgage loan or revolving credit loan and final judgment of
foreclosure had been entered in state court. Some courts with federal bankruptcy
jurisdiction have approved plans, based on the particular facts of the
reorganization case, that effected the curing of a mortgage loan or revolving
credit loan default by paying arrearages over a number of years.

     Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan or revolving credit loan secured by property of the
debtor, which is a Cooperative Loan, or which is secured by additional
collateral in addition to the related mortgaged property, may be modified. These
courts have allowed modifications that include reducing the amount of each
monthly payment, changing the rate of interest and altering the repayment
schedule. In general, except as provided below with respect to junior liens, the
terms of a mortgage loan or revolving credit loan secured only by a mortgage on
a real property that is the debtor's principal residence may not be modified
under a plan confirmed under Chapter 13, as opposed to Chapter 11, except with
respect to mortgage payment arrearages, which may be cured within a reasonable
time period.

     The United States Supreme Court has held that so long as a mortgage loan or
revolving credit loan is fully or partially secured by the related mortgaged
property, the amount of the mortgage loan or revolving credit loan secured by
the related mortgaged property may not be reduced, or "crammed down," in
connection with a bankruptcy petition filed by the mortgagor. However, United
States Circuit Court of Appeals decisions have held that in the event of a
Chapter 13 bankruptcy filing by a mortgagor, in the event the value of the
related mortgaged property at the time of the filing is less than the amount of
debt secured by any first lien, the portion of any junior lien that is unsecured
may be "crammed down" in the bankruptcy court and discharged. As a result, in
the event of a decline in the value of a mortgaged property, the amount of any
junior liens may be reduced by a bankruptcy judge in a Chapter 13 filing,
without any liquidation of the related mortgaged property. Any such reduction
would be treated as a Bankruptcy Loss.

     In the case of income-producing multifamily properties, federal bankruptcy
law may also have the effect of interfering with or affecting the ability of the
secured lender to enforce the borrower's assignment


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of rents and leases related to the mortgaged property. Under Section 362 of the
Bankruptcy Code, the lender will be stayed from enforcing the assignment, and
the legal proceedings necessary to resolve the issue could be time-consuming,
with resulting delays in the lender's receipt of the rents.

     Certain tax liens arising under the Internal Revenue Code may, in some
circumstances, have priority over the lien of a mortgage, deed to secure debt or
deed of trust. This may have the effect of delaying or interfering with the
enforcement of rights for a defaulted mortgage loan or revolving credit loan.

     In addition, substantive requirements are imposed upon mortgage lenders in
connection with the origination and the servicing of mortgage loans or revolving
credit loans by numerous federal and some state consumer protection laws. These
laws include the federal Truth-in-Lending Act, as implemented by Regulation Z,
Real Estate Settlement Procedures Act, as implemented by Regulation X, Equal
Credit Opportunity Act, as implemented by Regulation B, Fair Credit Billing Act,
Fair Credit Reporting Act and related statutes. These federal laws impose
specific statutory liabilities upon lenders who originate mortgage loans or
revolving credit loans and who fail to comply with the provisions of the law. In
some cases, this liability may affect assignees of the mortgage loans or
revolving credit loans. In particular, an originator's failure to comply with
certain requirements of the federal Truth-in-Lending Act, as implemented by
Regulation Z, could subject both originators and assignees of such obligations
to monetary penalties and could result in the obligors' rescinding the mortgage
loans against either the originators or assignees.

Homeownership Act and Similar State Laws

     Some mortgage loans or revolving credit loans, referred to herein as
Homeownership Act Loans, may be subject to special rules, disclosure
requirements and other provisions that were added to the federal
Truth-in-Lending Act by the Home Ownership and Equity Protection Act of 1994, or
Homeownership Act, if such trust assets were originated on or after October 1,
1995, are not loans made to finance the purchase of the mortgaged property and
have interest rates or origination costs in excess of certain prescribed levels.
The Homeownership Act requires certain additional disclosures, specifies the
timing of those disclosures and limits or prohibits inclusion of certain
provisions in mortgages subject to the Homeownership Act. Purchasers or
assignees of any Homeownership Act Loan, including any trust, could be liable
under federal law for all claims and subject to all defenses that the borrower
could assert against the originator of the Homeownership Act Loan, under the
federal Truth-in-Lending Act or any other law, unless the purchaser or assignee
did not know and could not with reasonable diligence have determined that the
loan was subject to the provisions of the Homeownership Act. Remedies available
to the borrower include monetary penalties, as well as rescission rights if
appropriate disclosures were not given as required or if the particular mortgage
includes provisions prohibited by the law. The maximum damages that may be
recovered under these provisions from an assignee, including the trust, is the
remaining amount of indebtedness plus the total amount paid by the borrower in
connection with the mortgage loan.

     In addition to the Homeownership Act, a number of legislative proposals
have been introduced at both the federal and state level that are designed to
discourage predatory lending practices. Some states have enacted, and other
states or local governments may enact, laws that impose requirements and
restrictions greater than those in the Homeownership Act. These laws prohibit
inclusion of some provisions in mortgage loans that have interest rates or
origination costs in excess of prescribed levels, and require that borrowers be
given certain disclosures prior to the consummation of the mortgage loans.
Purchasers or assignees of such a mortgage loan, including the related trust,
could be exposed to all claims and defenses that the mortgagor could assert
against the originator of the mortgage loan for a violation of state law. Claims
and defenses available to the borrower could include monetary penalties,
rescission and defenses to a foreclosure action or an action to collect.

     The accompanying prospectus supplement will specify whether Residential
Funding Company, LLC will represent and warrant that all of the mortgage loans
in the mortgage pool complied in all material respects with all applicable
local, state and federal laws at the time of origination. Although Residential
Funding Company, LLC will be obligated to repurchase any mortgage loan as to
which a breach of its representation and warranty has occurred if that breach is
material and adverse to the interests of the


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securityholders, the repurchase price of those mortgage loans could be less than
the damages and/or equitable remedies imposed pursuant to various state laws.

     Lawsuits have been brought in various states making claims against
assignees of Homeownership Act Loans for violations of federal and state law
allegedly committed by the originator. Named defendants in these cases include
numerous participants within the secondary mortgage market, including some
securitization trusts.

Alternative Mortgage Instruments

     Alternative mortgage instruments, including ARM loans and early ownership
mortgage loans or revolving credit loans, originated by non-federally chartered
lenders, have historically been subjected to a variety of restrictions. These
restrictions differed from state to state, resulting in difficulties in
determining whether a particular alternative mortgage instrument originated by a
state-chartered lender was in compliance with applicable law. These difficulties
were alleviated substantially as a result of the enactment of Title VIII of the
Garn-St Germain Act, or Title VIII. Title VIII provides that, regardless of any
state law to the contrary:

     o    state-chartered banks may originate alternative mortgage instruments
          in accordance with regulations promulgated by the Comptroller of the
          Currency for the origination of alternative mortgage instruments by
          national banks,

     o    state-chartered credit unions may originate alternative mortgage
          instruments in accordance with regulations promulgated by the National
          Credit Union Administration for origination of alternative mortgage
          instruments by federal credit unions, and

     o    all other non-federally chartered housing creditors, including
          state-chartered savings and loan associations, state-chartered savings
          banks and mutual savings banks and mortgage banking companies, may
          originate alternative mortgage instruments in accordance with the
          regulations promulgated by the Federal Home Loan Bank Board,
          predecessor to the OTS, for origination of alternative mortgage
          instruments by federal savings and loan associations.

     Title VIII also provides that any state may reject applicability of the
provisions of Title VIII by adopting, prior to October 15, 1985, a law or
constitutional provision expressly rejecting the applicability of these
provisions. Some states have taken this action.

Junior Mortgages; Rights of Senior Mortgagees

     The mortgage loans or revolving credit loans included in the trust may be
junior to other mortgages, deeds to secure debt or deeds of trust held by other
lenders. Absent an intercreditor agreement, the rights of the trust, and
therefore the securityholders, as mortgagee under a junior mortgage, are
subordinate to those of the mortgagee under the senior mortgage, including the
prior rights of the senior mortgagee to receive hazard insurance and
condemnation proceeds and to cause the property securing the mortgage loan or
revolving credit loan to be sold on default of the mortgagor. The sale of the
mortgaged property may extinguish the junior mortgagee's lien unless the junior
mortgagee asserts its subordinate interest in the property in foreclosure
litigation and, in certain cases, either reinstates or satisfies the defaulted
senior mortgage loan or revolving credit loan or mortgage loans or revolving
credit loans. A junior mortgagee may satisfy a defaulted senior mortgage loan or
revolving credit loan in full or, in some states, may cure the default and bring
the senior mortgage loan or revolving credit loan current thereby reinstating
the senior mortgage loan or revolving credit loan, in either event usually
adding the amounts expended to the balance due on the junior mortgage loan or
revolving credit loan. In most states, absent a provision in the mortgage, deed
to secure debt or deed of trust, or an intercreditor agreement, no notice of
default is required to be given to a junior mortgagee. Where applicable law or
the terms of the senior mortgage, deed to secure debt or deed of trust do not
require notice of default to the junior mortgagee, the lack of any notice may
prevent the junior mortgagee from exercising any right to reinstate the mortgage
loan or revolving credit loan which applicable law may provide.

     The standard form of the mortgage, deed to secure debt or deed of trust
used by most institutional lenders confers on the mortgagee the right both to
receive all proceeds collected under any hazard


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insurance policy and all awards made in connection with condemnation
proceedings, and to apply the proceeds and awards to any indebtedness secured by
the mortgage, deed to secure debt or deed of trust, in the order as the
mortgagee may determine. Thus, if improvements on the property are damaged or
destroyed by fire or other casualty, or if the property is taken by
condemnation, the mortgagee or beneficiary under underlying 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 junior mortgages in the order
of their priority.

     Another provision sometimes found in the form of the mortgage, deed to
secure debt 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 are
prior to the mortgage, deed to secure debt or 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 or deed of trust. After a failure of the mortgagor
to perform any of these obligations, the mortgagee or beneficiary is given the
right under certain mortgages, deeds to secure debt or deeds of trust 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 a senior mortgagee become part of the indebtedness
secured by the senior mortgage. Also, since most senior mortgages require the
related mortgagor to make escrow deposits with the holder of the senior mortgage
for all real estate taxes and insurance premiums, many junior mortgagees will
not collect and retain the escrows and will rely on the holder of the senior
mortgage to collect and disburse the escrows.

     The form of credit line trust deed or mortgage used by most institutional
lenders that make revolving credit 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 designated 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, regardless of the fact that there may be junior trust deeds or
mortgages and other liens that intervene between the date of recording of the
trust deed or mortgage and the date of the future advance, and regardless that
the beneficiary or lender had actual knowledge of these 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 or revolving credit
loans of the type that includes revolving credit loans applies retroactively to
the date of the original recording of the trust deed or mortgage, provided that
the total amount of advances under the credit limit 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.

THE MANUFACTURED HOUSING CONTRACTS

General

     A manufactured housing contract evidences both (a) the obligation of the
mortgagor to repay the loan evidenced thereby and (b) the grant of a security
interest in the manufactured home to secure repayment of the loan. Certain
aspects of both features of the manufactured housing contracts are described
below.

Security Interests in Manufactured Homes

     Except as described in the next paragraph, under the laws of most states,
manufactured housing constitutes personal property and is subject to the motor
vehicle registration laws of the state or other jurisdiction in which the unit
is located. In the few states in which certificates of title are not required
for


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manufactured homes, security interests are perfected by the filing of a
financing statement under the UCC. Those financing statements are effective for
five years and must be renewed prior to the end of each five year period. The
certificate of title laws adopted by the majority of states provide that
ownership of motor vehicles and manufactured housing shall be evidenced by a
certificate of title issued by the motor vehicles department, or a similar
entity, of the state. In the states that have enacted certificate of title laws,
a security interest in a unit of manufactured housing, so long as it is not
attached to land in so permanent a fashion as to become a fixture, is, in most
cases, perfected by the recording of the interest on the certificate of title to
the unit in the appropriate motor vehicle registration office or by delivery of
the required documents and payment of a fee to the office, depending on state
law.

     The lender, the servicer or the master servicer may effect the notation or
delivery of the required documents and fees, and obtain possession of the
certificate of title, as appropriate under the laws of the state in which any
manufactured home securing a manufactured housing contract is registered. If the
master servicer, the servicer or the lender fails to effect the notation or
delivery, or files the security interest under the wrong law, for example, under
a motor vehicle title statute rather than under the UCC, in a few states, the
securityholders may not have a first priority security interest in the
manufactured home securing a manufactured housing contract. As manufactured
homes have become larger and often have been attached to their sites without any
apparent intention to move them, courts in many states have held that
manufactured homes, under some circumstances, may become subject to real estate
title and recording laws. As a result, a security interest in a manufactured
home could be rendered subordinate to the interests of other parties claiming an
interest in the home under applicable state real estate law. In order to perfect
a security interest in a manufactured home under real estate laws, the holder of
the security interest must record a mortgage, deed of trust or deed to secure
debt, as applicable, under the real estate laws of the state where the
manufactured home is located. These filings must be made in the real estate
records office of the county where the manufactured home is located. In some
cases, a security interest in the manufactured home will be governed by the
certificate of title laws or the UCC, and the notation of the security interest
on the certificate of title or the filing of a UCC financing statement will be
effective to maintain the priority of the seller's security interest in the
manufactured home. If, however, a manufactured home is permanently attached to
its site or if a court determines that a manufactured home is real property,
other parties could obtain an interest in the manufactured home which is prior
to the security interest originally retained by the mortgage collateral seller
and transferred to the depositor. In certain cases, the master servicer or the
servicer, as applicable, may be required to perfect a security interest in the
manufactured home under applicable real estate laws. If the real estate
recordings are not required and if any of the foregoing events were to occur,
the only recourse of the securityholders would be against the mortgage
collateral seller under its repurchase obligation for breach of representations
or warranties.

     The depositor will assign or cause to be assigned a security interest in
the manufactured homes to the trustee on behalf of the securityholders. See
"Description of the Securities--Assignment of Loans." The accompanying
prospectus supplement will specify whether the depositor or the trustee will
amend the certificates of title to identify the trustee as the new secured party
if a manufactured home is governed by the applicable motor vehicle laws of the
relevant state. Accordingly, the depositor or any other entity as may be
specified in the prospectus supplement will continue to be named as the secured
party on the certificates of title relating to the manufactured homes. However,
there exists a risk that, in the absence of an amendment to the certificate of
title, the assignment of the security interest may not be held effective against
subsequent purchasers of a manufactured home or subsequent lenders who take a
security interest in the manufactured home or creditors of the assignor.

     If the owner of a manufactured home moves it to a state other than the
state in which the manufactured home initially is registered and if steps are
not taken to re-perfect the trustee's security interest in the state, the
security interest in the manufactured home will cease to be perfected. While in
many circumstances the trustee would have the opportunity to re-perfect its
security interest in the manufactured home in the state of relocation, there can
be no assurance that the trustee will be able to do so.

     When a mortgagor under a manufactured housing contract sells a manufactured
home, the trustee, or the servicer or the master servicer on behalf of the
trustee, must surrender possession of the certificate


                                       96



of title or will receive notice as a result of its lien noted thereon and
accordingly will have an opportunity to require satisfaction of the related lien
before release of the lien.

     Under the laws of most states, liens for repairs performed on a
manufactured home take priority over a perfected security interest. The
applicable mortgage collateral seller typically will represent that it has no
knowledge of any liens for any manufactured home securing payment on any
manufactured housing contract. However, the liens could arise at any time during
the term of a manufactured housing contract. No notice will be given to the
trustee or securityholders if a lien arises and the lien would not give rise to
a repurchase obligation on the part of the party specified in the related
agreement.

     To the extent that manufactured homes are not treated as real property
under applicable state law, manufactured housing contracts in most cases are
"chattel paper" as defined in the UCC in effect in the states in which the
manufactured homes initially were registered. Under 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 master servicer, the servicer or
the depositor, as the case may be, will transfer physical possession of the
manufactured housing contracts to the trustee or its custodian. In addition, the
master servicer or the servicer will make an appropriate filing of a financing
statement in the appropriate states to give notice of the trustee's ownership of
the manufactured housing contracts. The accompanying prospectus supplement will
specify whether the manufactured housing contracts will be stamped or marked
otherwise to reflect their assignment from the depositor to the trustee.
Therefore, if a subsequent purchaser were able to take physical possession of
the manufactured housing contracts without notice of the assignment, the
trustee's interest in the manufactured housing contracts could be defeated. To
the extent that manufactured homes are treated as real property under applicable
state law, contracts will be treated in a manner similar to that described above
with regard to mortgage loans. See "--The Mortgage Loans" above.

Enforcement of Security Interests in Manufactured Homes

     The servicer or the master servicer on behalf of the trustee, to the extent
required by the related agreement, may take action to enforce the trustee's
security interest with respect to manufactured housing contracts in default by
repossession and sale of the manufactured homes securing the defaulted
contracts. So long as the manufactured home has not become subject to real
estate law, a creditor generally can repossess a manufactured home securing a
contract by voluntary surrender, by "self-help" repossession that is "peaceful"
or, in the absence of voluntary surrender and the ability to repossess without
breach of the peace, by judicial process. The holder of a manufactured housing
contract generally must give the debtor a number of days' notice prior to
commencement of any repossession. The UCC and consumer protection laws in most
states place restrictions on repossession sales, including prior notice to the
debtor and commercial reasonableness in effecting a repossession sale. The laws
in most states also require that the debtor be given notice of any sales prior
to resale of the unit so that the debtor may redeem the manufactured home at or
before the resale.

     Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and
resale of the manufactured home securing the related obligor's manufactured
housing contract. However, some states impose prohibitions or limitations on
deficiency judgments, and in many cases the defaulting debtor would have no
assets with which to pay a judgment.

     Certain statutory provisions, including federal and state bankruptcy and
insolvency laws and general equitable principles, may limit or delay the ability
of a lender to repossess and resell a manufactured home or enforce a deficiency
judgment. For a discussion of deficiency judgments, see "--The Mortgage
Loans--Anti-Deficiency Legislation and Other Limitations on Lenders" above.

THE HOME IMPROVEMENT CONTRACTS

General

     The home improvement contracts, other than those home improvement contracts
that are unsecured or secured by mortgages on real estate, in most cases, are
"chattel paper" and include "purchase money


                                       97



security interests" each as defined in the UCC. Those home improvement contracts
are referred to in this section as "contracts." Under 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 contracts to the trustee or a designated
custodian or may retain possession of the contracts as custodian for the
trustee. In addition, the depositor will make an appropriate filing of a
financing statement in the appropriate states to give notice of the trustee's
ownership of the contracts. Unless specified in the accompanying prospectus
supplement, the contracts will not be stamped or otherwise marked to reflect
their assignment from the depositor to the trustee. Therefore, if through
negligence, fraud or otherwise, a subsequent purchaser were able to take
physical possession of the contracts without notice of the assignment, the
trustee's interest in the contracts could be defeated. In addition, if the
depositor were to become insolvent or a debtor in a bankruptcy case while in
possession of the contracts, competing claims to the contracts could arise. Even
if unsuccessful, these claims could delay payments to the trust and the
securityholders. If successful, losses to the trust and the securityholders also
could result.

     The contracts that are secured by the home improvements financed by those
contracts grant to the originator of the contracts a purchase money security
interest in the home improvements to secure all or part of the purchase price of
the home improvements and related services. A financing statement in most cases
is not required to be filed to perfect a purchase money security interest in
consumer goods. These purchase money security interests are assignable. In most
cases, 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 the 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 the home
improvement must in most cases be perfected by a timely fixture filing. In most
cases, under the UCC, a security interest does not exist under the UCC in
ordinary building material incorporated into an improvement on land. Home
improvement contracts that finance lumber, bricks, other types of ordinary
building material or other goods that are deemed to lose this characterization,
upon incorporation of these materials into the related property, will not be
secured by a purchase money security interest in the home improvement being
financed.

     Forms of notes and mortgages used by lenders may contain provisions
obligating the borrower to pay a late charge or additional interest if payments
are not timely made, and in some circumstances may provide for prepayment fees
or yield maintenance penalties if the obligation is paid prior to maturity. In
some states, there are or may be specific limitations on the late charges that a
lender may collect from a borrower for delinquent payments. Some states also
limit the amounts that a lender may collect from a borrower as an additional
charge if the loan is prepaid. In addition, the enforceability of provisions
that provide for prepayment fees or penalties on an involuntary prepayment is
unclear under the laws of many states. Most conventional single-family mortgage
loans may be prepaid in full or in part without penalty. The regulations of the
Federal Home Loan Bank Board, as succeeded by the Office of Thrift Supervision,
or OTS, prohibit the imposition of a prepayment penalty or equivalent fee for or
in connection with the acceleration of a loan by exercise of a due-on-sale
clause. A mortgagee to whom a prepayment in full has been tendered may be
compelled to give either a release of the mortgage or an instrument assigning
the existing mortgage. The absence of a restraint on prepayment, particularly
relating to loans and/or contracts having higher interest rates, may increase
the likelihood of refinancing or other early retirements of the home equity
loans and/or home improvement contracts.

Enforcement of Security Interest in Home Improvements

     So long as the home improvement has not become subject to the real estate
law, a creditor can repossess a home improvement securing a contract by
voluntary surrender, "self-help" repossession that is "peaceful," that is,
without breach of the peace, or, in the absence of voluntary surrender and the
ability to repossess without breach of the peace, judicial process. The holder
of a contract must give the debtor a number of days' notice, which varies from
10 to 30 days or more depending on the state, prior to commencement of any
repossession. The UCC and consumer protection laws in most states restrict
repossession sales, including requiring prior notice to the debtor and
commercial reasonableness in


                                       98



effecting this type of sale. The law in most states also requires that the
debtor be given notice of any sale prior to resale of the related property so
that the debtor may redeem it at or before the resale.

     Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and
resale of the property securing the debtor's 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.

     Some other statutory provisions, including federal and state bankruptcy and
insolvency laws and general equity principles, may limit or delay the ability of
a lender to repossess and resell collateral or enforce a deficiency judgment.

ENFORCEABILITY OF CERTAIN PROVISIONS

     Unless the accompanying prospectus supplement indicates otherwise, the
loans contain due-on-sale clauses. These clauses permit the lender to accelerate
the maturity of the loan if the borrower sells, transfers or conveys the
property. The enforceability of these clauses has been the subject of
legislation or litigation in many states, and in some cases the enforceability
of these clauses has been limited or denied. However, the Garn-St Germain
Depository Institutions Act of 1982, or Garn-St Germain Act, preempts state
constitutional, statutory and case law that prohibit the enforcement of
due-on-sale clauses and permits lenders to enforce these clauses in accordance
with their terms, subject to limited exceptions. 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.

     The Garn-St Germain Act also sets forth nine specific instances in which a
mortgage lender covered by the Garn-St Germain Act may not exercise a
due-on-sale clause, regardless of the fact that a transfer of the property may
have occurred. These include intra-family transfers, certain transfers by
operation of law, leases of fewer than three years and the creation of a junior
encumbrance. Regulations promulgated under the Garn-St Germain Act also prohibit
the imposition of a prepayment penalty on the acceleration of a loan under a
due-on-sale clause.

     The inability to enforce a due-on-sale clause may result in a loan bearing
an interest rate below the current market rate being assumed by a new home buyer
rather than being paid off, which may have an impact on the average life of the
loans and the number of loans which may be outstanding until maturity.

     On foreclosure, courts have imposed general equitable principles. These
equitable principles are designed to relieve the borrower from the legal effect
of its defaults under the loan documents. Examples of judicial remedies that
have been fashioned include judicial requirements that the lender undertake
affirmative and expensive actions to determine the causes for the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have required that lenders reinstate loans or recast
payment schedules in order to accommodate borrowers who are suffering from
temporary financial disability. In other cases, courts have limited the right of
the lender to foreclose if the default under the mortgage instrument is not
monetary, including the borrower failing to adequately maintain the property.
Finally, some courts have been faced with the issue of whether or not federal or
state constitutional provisions reflecting due process concerns for adequate
notice require that borrowers under deeds of trust, deeds to secure debt or
mortgages receive notices in addition to the statutorily prescribed minimum. For
the most part, these cases have upheld the notice provisions as being reasonable
or have found that the sale by a trustee under a deed of trust, or under a deed
to secure a debt or a mortgagee having a power of sale, does not involve
sufficient state action to afford constitutional protections to the borrower.

CONSUMER PROTECTION LAWS

     Numerous federal and state consumer protection laws impose requirements
applicable to the origination of loans, including the Truth in Lending Act, as
implemented by Regulation Z, the Federal Trade Commission Act, the Fair Credit
Billing Act, the Fair Credit Reporting Act, the Equal Credit Opportunity Act, as
implemented by Regulation B, the Fair Debt Collection Practices Act, the Real
Estate Settlement Procedures Act, as implemented by Regulation X, the Fair
Housing Act, the Uniform


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Consumer Credit Code and related statutes. These laws can impose specific
statutory liabilities upon creditors who fail to comply with their provisions.
In some cases, this liability may affect an assignee's ability to enforce the
related loan. In particular, the originator's failure to comply with certain
requirements of the federal Truth-in-Lending Act, as implemented by Regulation
Z, could subject both originators and assignees of such obligations to monetary
penalties and could result in obligors rescinding the mortgage loans against
either the originators or assignees. In addition, some of the mortgage loans may
be subject to special rules, disclosure requirements and other provisions that
are applicable to Homeownership Act Loans as discussed under "--The Mortgage
Loans--Homeownership Act and Similar State Laws."

     If the transferor of a consumer credit contract is also the seller of goods
that give rise to the transaction, and, in certain cases, related lenders and
assignees, the "Holder-in-Due-Course" rule of the Federal Trade Commission is
intended to defeat the ability of the transferor to transfer the contract free
of notice of claims by the debtor thereunder. The effect of this rule is to
subject the assignee of the contract to all claims and defenses that the debtor
could assert against the seller of goods. Liability under this rule is limited
to amounts paid under a contract; however, the borrower also may be able to
assert the rule to set off remaining amounts due as a defense against a claim
brought against the borrower.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, or Title V, provides that state usury limitations shall not apply
to some types of residential first mortgage loans, including Cooperative Loans
originated by some lenders. Title V also provides that, subject to certain
conditions, state usury limitations shall not apply to any loan that is secured
by a first lien on certain kinds of manufactured housing. Title V also provides
that, subject to the following conditions, state usury limitations shall not
apply to any home improvement contract that is secured by a first lien on some
kinds of consumer goods. The contracts would be covered if they satisfy some
conditions, among other things, governing the terms of any prepayments, late
charges and deferral fees and requiring a 30-day notice period prior to
instituting any action leading to repossession of the related unit.

     Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting before April 1, 1983 a law or constitutional
provision that expressly rejects application of the federal law. Fifteen states
adopted this type of prior to the April 1, 1983 deadline. In addition, even
where Title V was not so rejected, any state is authorized by the law to adopt a
provision limiting discount points or other charges on loans covered by Title V.

     Usury limits apply to junior mortgage loans in many states and Mexico
Loans. Any applicable usury limits in effect at origination will be reflected in
the maximum interest rates for the mortgage loans, as described in the
accompanying prospectus supplement.

     In most cases, each seller of a loan will have represented that the loan
was originated in compliance with then-applicable state laws, including usury
laws, in all material respects. However, the interest rates on the loans will be
subject to applicable usury laws as in effect from time to time.

ENVIRONMENTAL LEGISLATION

     Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, or CERCLA, and under state law in some
states, a secured party which takes a deed-in-lieu of foreclosure, purchases a
mortgaged property at a foreclosure sale, or operates a mortgaged property may
become liable in some circumstances for the costs of cleaning up hazardous
substances regardless of whether they have contaminated the property. CERCLA
imposes strict, as well as joint and several, liability on several classes of
potentially responsible parties, including current owners and operators of the
property who did not cause or contribute to the contamination. Furthermore,
liability under CERCLA is not limited to the original or unamortized principal
balance of a loan or to the value of the property securing a loan. Lenders may
be held liable under CERCLA as owners or operators unless they qualify for the
secured creditor exemption to CERCLA. This exemption exempts from the definition
of owners and operators those who, without participating in the management of a
facility, hold indicia of ownership primarily to protect a security interest in
the facility.


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     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996,
or Conservation Act amended, among other things, the provisions of CERCLA for
lender liability and the secured creditor exemption. The Conservation Act offers
substantial protection to lenders by defining the activities in which a lender
can engage and still have the benefit of the secured creditor exemption. For a
lender to be deemed to have participated in the management of a mortgaged
property, the lender must actually participate in the operational affairs of the
mortgaged property. The Conservation Act provides that "merely having the
capacity to influence, or unexercised right to control" operations does not
constitute participation in management. A lender will lose the protection of the
secured creditor exemption only if it exercises decision-making control over the
mortgagor's environmental compliance and hazardous substance handling and
disposal practices, or assumes day-to-day management of substantially all
operational functions of the mortgaged property. The Conservation Act also
provides that a lender will continue to have the benefit of the secured creditor
exemption even if it forecloses on a mortgaged property, purchases it at a
foreclosure sale or accepts a deed-in-lieu of foreclosure provided that the
lender seeks to sell the mortgaged property at the earliest practicable
commercially reasonable time on commercially reasonable terms.

     Other federal and state laws in some circumstances may impose liability on
a secured party which takes a deed-in-lieu of foreclosure, purchases a mortgaged
property at a foreclosure sale, or operates a mortgaged property on which
contaminants other than CERCLA hazardous substances are present, including
petroleum, agricultural chemicals, hazardous wastes, asbestos, radon, and
lead-based paint. These cleanup costs may be substantial. It is possible that
the cleanup costs could become a liability of a trust and reduce the amounts
otherwise distributable to the holders of the related series of securities.
Moreover, some federal statutes and some states by statute impose an
Environmental Lien. All subsequent liens on that property are usually
subordinated to an Environmental Lien and, in some states, even prior recorded
liens are subordinated to Environmental Liens. In the latter states, the
security interest of the trustee in a related parcel of real property that is
subject to an Environmental Lien could be adversely affected.

     Traditionally, many residential mortgage lenders have not taken steps to
evaluate whether contaminants are present for any mortgaged property prior to
the origination of the loan or prior to foreclosure or accepting a deed-in-lieu
of foreclosure. Neither the depositor nor any master servicer or servicer will
be required by any agreement to undertake any of these evaluations prior to
foreclosure or accepting a deed-in-lieu of foreclosure. The depositor does not
make any representations or warranties or assume any liability for the absence
or effect of contaminants on any mortgaged property or any casualty resulting
from the presence or effect of contaminants. However, the master servicer or the
servicer will not be obligated to foreclose on any mortgaged property or accept
a deed-in-lieu of foreclosure if it knows or reasonably believes that there are
material contaminated conditions on the property. A failure so to foreclose may
reduce the amounts otherwise available to securityholders of the related series.

     Except as otherwise specified in the applicable prospectus supplement, at
the time the loans were originated, no environmental assessment or a very
limited environment assessment of the mortgaged properties will have been
conducted.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Relief Act a borrower who enters military service
after the origination of the borrower's loan, including a borrower who was in
reserve status and is called to active duty after origination of the loan, may
not be charged interest, including fees and charges, in excess of 6% per annum
during the period of the borrower's active duty status. In addition to adjusting
the interest, the lender must forgive any such interest in excess of 6% per
annum, unless a court or administrative agency of the United States or of any
State orders otherwise on application of the lender. The Relief Act applies to
borrowers who are members of the Air Force, Army, Marines, Navy, National Guard,
Reserves or Coast Guard, and officers of the U.S. Public Health Service or the
National Oceanic and Atmospheric Administration assigned to duty with the
military.

     Because the Relief Act applies to borrowers who enter military service,
including reservists who are called to active duty, after origination of the
related loan, no information can be provided as to the


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number of loans that may be affected by the Relief Act. For loans included in a
trust, application of the Relief Act would adversely affect, for an
indeterminate period of time, the ability of the servicer or the master
servicer, as applicable, to collect full amounts of interest on the loans. Any
shortfall in interest collections resulting from the application of the Relief
Act or similar legislation or regulations, which would not be recoverable from
the related loans, would result in a reduction of the amounts distributable to
the holders of the related securities, and would not be covered by Advances or
any form of credit enhancement provided in connection with the related series of
securities. In addition, the Relief Act imposes limitations that would impair
the ability of the servicer or the master servicer, as applicable, to foreclose
on an affected loan during the mortgagor's period of active duty status, and,
under some circumstances, during an additional three-month period thereafter.
Thus, if the Relief Act or similar legislation or regulations apply to any loan
which goes into default, there may be delays in payment and losses on the
related securities in connection therewith. Any other interest shortfalls,
deferrals or forgiveness of payments on the loans resulting from similar
legislation or regulations may result in delays in payments or losses to
securityholders of the related series.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Forms of notes and mortgages used by lenders may contain provisions that
obligate the borrower to pay a late charge or additional interest if payments
are not timely made, and in some circumstances, may prohibit prepayments for a
specified period and/or condition prepayments on the borrower's payment of
prepayment fees or yield maintenance penalties if the obligation is paid prior
to maturity. In some states, there are or may be specific limitations on the
late charges that a lender may collect from a borrower for delinquent payments.
Some states also limit the amounts that a lender may collect from a borrower as
an additional charge if the loan is prepaid. In addition, the enforceability of
provisions that provide for prepayment fees or penalties on an involuntary
prepayment is unclear under the laws of many states. Most conventional
single-family mortgage loans may be prepaid in full or in part without penalty.
The regulations of the Federal Home Loan Bank Board, as succeeded by the OTS,
prohibit the imposition of a prepayment penalty or equivalent fee for or in
connection with the acceleration of a loan by exercise of a due-on-sale clause.
A mortgagee to whom a prepayment in full has been tendered may be compelled to
give either a release of the mortgage or an instrument assigning the existing
mortgage. The absence of a restraint on prepayment, particularly for mortgage
loans and/or contracts having higher loan rates, may increase the likelihood of
refinancing or other early retirements of the mortgage loans and/or contracts.

     Some state laws restrict the imposition of prepayment charges even when the
loans expressly provide for the collection of those charges. The Alternative
Mortgage Transaction Parity Act of 1982, or the Parity Act, permits the
collection of prepayment charges in connection with some types of loans subject
to the Parity Act, or Parity Act loans, preempting any contrary state law
prohibitions. However, some states may not recognize the preemptive authority of
the Parity Act or have opted out of the Parity Act. Moreover, the OTS, the
agency that administers the application of the Parity Act to some types of
mortgage lenders that are not chartered under federal law, withdrew its
favorable regulations and opinions that previously authorized those lenders,
notwithstanding contrary state law, to charge prepayment charges and late fees
on Parity Act loans in accordance with OTS rules. The withdrawal is effective
with respect to Parity Act loans originated on or after July 1, 2003. The OTS's
action does not affect Parity Act loans originated before July 1, 2003. It is
possible that prepayment charges may not be collected even on loans that provide
for the payment of these charges unless otherwise specified in the accompanying
prospectus supplement. The master servicer or another entity identified in the
accompanying prospectus supplement will be entitled to all prepayment charges
and late payment charges received on the loans and these amounts will not be
available for payment on the certificates.

FORFEITURES IN DRUG AND RICO PROCEEDINGS

     Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations, or RICO statute can be seized by the government if the
property was used in, or purchased with the proceeds of, those crimes. Under
procedures contained in the Comprehensive Crime Control Act of 1984, the
government may seize the


                                       102



property even before conviction. The government must publish notice of the
forfeiture proceeding and may give notice to all parties "known to have an
alleged interest in the property," including the holders of mortgage loans.

     A lender may avoid forfeiture of its interest in the property if it
establishes that: (i) its mortgage was executed and recorded before commission
of the crime on which the forfeiture is based, or (ii) the lender was, at the
time of execution of the mortgage, "reasonably without cause to believe" that
the property was used in, or purchased with the proceeds of, illegal drug or
RICO activities.


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                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The following is a discussion of the material federal income tax
consequences of the purchase, ownership and disposition of the securities. This
discussion is directed solely to securityholders that hold the securities as
capital assets within the meaning of Section 1221 of the Internal Revenue Code
and does not purport to discuss all federal income tax consequences that may be
applicable to particular individual circumstances, including those of banks,
insurance companies, foreign investors, tax-exempt organizations, dealers in
securities or currencies, mutual funds, real estate investment trusts, S
corporations, estates and trusts, securityholders that hold the securities as
part of a hedge, straddle, integrated or conversion transaction, or
securityholders whose functional currency is not the United States dollar. Also,
it does not address alternative minimum tax consequences or the indirect effects
on the holders of equity interests in a securityholder.

     The following discussion addresses (1) REMIC Securities representing
interests in a trust for which the transaction documents require the making of
an election to have the trust (or a portion thereof) be treated as one or more
REMICs and (2) Non-REMIC Notes. The prospectus supplement for each series of
securities will indicate whether a REMIC election will be made for the related
trust and, if that election is to be made, will identify all "regular interests"
and "residual interests" in the REMIC. For purposes of this tax discussion,
references to a "securityholder" or a "holder" are to the beneficial owner of a
security.

     Regulations specifically addressing certain of the issues discussed in this
prospectus have not been issued and this discussion is based in part on
regulations that do not adequately address some issues relevant to, and in some
instances provide that they are not applicable to, securities similar to the
securities.

     The authorities on which this discussion and the opinion referred to below
are based are subject to change or differing interpretations which could apply
retroactively. This discussion does not purport to be as detailed and complete
as the advice a securityholder may get from its tax advisor. Prospective
investors should note that no rulings have been or will be sought from the IRS
with respect to any of the federal income tax consequences discussed below, and
no assurance can be given that the IRS will not take contrary positions.
Taxpayers and preparers of tax returns, including those filed by any REMIC or
other issuer, should be aware that under applicable Treasury regulations a
provider of advice on specific issues of law is not considered an income tax
return preparer unless the advice (1) is given with respect to events that have
occurred at the time the advice is rendered and is not given with respect to the
consequences of contemplated actions, and (2) is directly relevant to the
determination of an entry on a tax return. If penalties were asserted against
purchasers of the securities offered hereunder in respect of their treatment of
the securities for tax purposes, the summary of tax considerations contained
herein and the opinions stated herein may not meet the conditions necessary for
purchasers' reliance on that summary and those opinions to exculpate them from
the asserted penalties. Accordingly, taxpayers should consult their own tax
advisors and tax return preparers regarding the preparation of any item on a tax
return, even where the anticipated tax treatment has been discussed in this
prospectus. In addition to the federal income tax consequences described in this
prospectus, potential investors should consider the state and local tax
consequences, if any, of the purchase, ownership and disposition of the
securities. See "State and Other Tax Consequences."

OPINIONS

     Upon the issuance of each series of REMIC Securities, Orrick, Herrington &
Sutcliffe LLP or Mayer, Brown, Rowe & Maw LLP, counsel to the depositor, will
provide its opinion generally to the effect that, assuming (i) compliance with
all provisions of the related agreement, (ii) certain representations set forth
in the related agreement are true, (iii) there is continued compliance with
applicable provisions of the Code, as it may be amended from time to time, and
applicable Treasury regulations issued thereunder and (iv) a REMIC election is
made timely in the required form, for federal income tax purposes, the related
trust, or each applicable group of assets held by the related trust, will
qualify as a REMIC and the REMIC Securities will be considered to evidence
ownership of REMIC regular interests or REMIC residual interests in that REMIC
within the meaning of the REMIC Provisions.


                                       104



     In addition, as to any securities offered pursuant hereto, Orrick,
Herrington & Sutcliffe LLP or Mayer, Brown, Rowe & Maw LLP is of the opinion
that the statements made in the following discussion, as supplemented by the
discussion under the heading "Federal Income Tax Consequences", if any, in the
prospectus supplement accompanying this prospectus with respect to those
securities, to the extent that they constitute matters of law or legal
conclusions, are correct in all material respects as of the date of such
prospectus supplement.

     Neither Orrick, Herrington & Sutcliffe LLP nor Mayer, Brown, Rowe & Maw LLP
has been asked to opine on any other federal income tax matter, and the balance
of this summary does not purport to set forth any opinion of counsel concerning
any other particular federal income tax matter. For example, the discussion
under "REMICs--Taxation of Owners of REMIC Residual Securities--Excess
Inclusions" below is a general summary of federal income tax consequences
relating to an investment in a REMIC residual interest that has "excess
inclusion income," which summary counsel opines is correct in all material
respects as described above; however, that summary does not set forth any
opinion as to whether any particular class of REMIC residual interests will be
treated as having excess inclusion income.

     Orrick, Herrington & Sutcliffe LLP and Mayer, Brown, Rowe & Maw LLP have
not been asked to, and do not, render any opinion regarding the state or local
income tax consequences of the purchase, ownership and disposition of a
beneficial interest in the certificates. See "--State and Local Tax
Consequences."

Classification of REMICs

     Upon the issuance of each series of REMIC Securities, Orrick, Herrington &
Sutcliffe LLP or Mayer, Brown, Row & Maw LLP, counsel to the depositor, will
provide its opinion generally to the effect that, assuming (i) compliance with
all provisions of the related agreement, (ii) certain representations set forth
in the related agreement are true, (iii) there is continued compliance with
applicable provisions of the Code, as it may be amended from time to time, and
applicable Treasury regulations issued thereunder and (iv) a REMIC election is
made timely in the required form, for federal income tax purposes, the related
trust, or each applicable group of assets held by the related trust, will
qualify as a REMIC and the certificates offered by the REMIC will be considered
to evidence ownership of REMIC "regular interests," or REMIC "residual
interests," in that REMIC within the meaning of the REMIC Provisions.

     If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Internal Revenue Code for that status
during any taxable year, the Internal Revenue Code provides that the entity will
not be treated as a REMIC for that year and thereafter. In that event, the
entity may be taxable as a separate corporation under Treasury regulations, and
the related REMIC Securities may not be accorded the status or given the tax
treatment described in this prospectus under "Material Federal Income Tax
Consequences." The IRS may, but is not compelled to provide relief but any
relief may be accompanied by sanctions, including the imposition of a corporate
tax on all or a portion of the trust's income for the period in which the
requirements for that status are not satisfied. The pooling and servicing
agreement, indenture or trust agreement for each REMIC will include provisions
designed to maintain the trust's status as a REMIC. It is not anticipated that
the status of any trust as a REMIC will be terminated.

Characterization of Investments in REMIC Securities

     In general, the REMIC Securities will be "real estate assets" within the
meaning of Section 856(c)(4)(A) of the Internal Revenue Code and assets
described in Section 7701(a)(19)(C) of the Internal Revenue Code in the same
proportion that the assets of the REMIC underlying the securities would be so
treated. Moreover, if 95% or more of the assets of the REMIC qualify for any of
the foregoing treatments at all times during a calendar year, the REMIC
Securities will qualify for the corresponding status in their entirety for that
calendar year. Interest, including original issue discount, on the REMIC Regular
Securities and income allocated to the class of REMIC Residual Securities will
be interest described in Section 856(c)(3)(B) of the Internal Revenue Code to
the extent that those securities are treated as "real estate assets" within the
meaning of Section 856(c)(4)(A) of the Internal Revenue Code. In addition, the
REMIC Regular Securities will be "qualified mortgages" within the meaning of
Section


                                       105



860G(a)(3)(C) of the Internal Revenue Code if transferred to another REMIC on
its startup day in exchange for regular or residual interests in that REMIC. The
determination as to the percentage of the REMIC's assets that constitute assets
described in the foregoing sections of the Internal Revenue Code will be made
with respect to each calendar quarter based on the average adjusted basis of
each category of the assets held by the REMIC during that calendar quarter. The
master servicer, the servicer or the REMIC administrator, as applicable, will
report those determinations to securityholders in the manner and at the times
required by applicable Treasury regulations.

     The assets of the REMIC will include, in addition to mortgage collateral,
payments on mortgage collateral held pending distribution on the REMIC
Securities and property acquired by foreclosure held pending sale, and may
include amounts in reserve accounts. It is unclear whether property acquired by
foreclosure held pending sale and amounts in reserve accounts would be
considered to be part of the mortgage collateral, or whether those assets, to
the extent not invested in assets described in the foregoing sections, otherwise
would receive the same treatment as the mortgage collateral for purposes of all
of the foregoing sections. In addition, in some instances mortgage loans,
including Additional Collateral Loans or Pledged Asset Mortgage Loans, may not
be treated entirely as assets described in the foregoing sections. If the assets
of a REMIC include Additional Collateral Loans or Pledged Asset Mortgage Loans,
the non-real property collateral, while itself not an asset of the REMIC, could
cause the mortgage loans not to qualify for one or more of those
characterizations. If so, the related prospectus supplement will describe the
mortgage loans, including Additional Collateral Loans or Pledged Asset Mortgage
Loans, that may not be so treated. The REMIC regulations do provide, however,
that payments on mortgage loans held pending distribution are considered part of
the mortgage loans for purposes of Section 856(c)(4)(A) of the Internal Revenue
Code. Furthermore, foreclosure property will qualify as "real estate assets"
under Section 856(c)(4)(A) of the Internal Revenue Code.

Tiered REMIC Structures

     For some series of REMIC Securities, two or more separate elections may be
made to treat designated portions of the related trust as REMICs for federal
income tax purposes.

     Solely for purposes of determining whether the REMIC Securities will be
"real estate assets" within the meaning of Section 856(c)(4)(A) of the Internal
Revenue Code, and "loans secured by an interest in real property" under Section
7701(a)(19)(C) of the Internal Revenue Code, and whether the income on the
securities is interest described in Section 856(c)(3)(B) of the Internal Revenue
Code, the Tiered REMICs will be treated as one REMIC.

TAXATION OF OWNERS OF REMIC REGULAR SECURITIES

General

     In general, REMIC Regular Securities will be treated for federal income tax
purposes as debt instruments and not as ownership interests in the REMIC or its
assets. Moreover, holders of REMIC Regular Securities that otherwise report
income under a cash method of accounting will be required to report income for
REMIC Regular Securities under an accrual method.

Original Issue Discount

     Some REMIC Regular Securities may be issued with "original issue discount"
within the meaning of Section 1273(a) of the Internal Revenue Code. Any holders
of REMIC Regular Securities issued with original issue discount typically will
be required to include original issue discount in income as it accrues, in
accordance with the method described below, in advance of the receipt of the
cash attributable to that income. In addition, Section 1272(a)(6) of the
Internal Revenue Code provides special rules applicable to REMIC Regular
Securities and certain other debt instruments issued with original issue
discount. Regulations have not been issued under that section.

     The Internal Revenue Code requires that a prepayment assumption be used for
loans held by a REMIC in computing the accrual of original issue discount on
REMIC Regular Securities issued by that


                                       106



issuer, and that adjustments be made in the amount and rate of accrual of the
discount to reflect differences between the actual prepayment rate and the
prepayment assumption. The prepayment assumption is to be determined in a manner
prescribed in Treasury regulations; as noted above, those regulations have not
been issued. The conference committee report accompanying the Tax Reform Act of
1986 indicates that the regulations will provide that the prepayment assumption
used for a REMIC Regular Security must be the same as that used in pricing the
initial offering of the REMIC Regular Security. The prepayment assumption used
by the master servicer, the servicer, or the REMIC administrator in reporting
original issue discount for each series of REMIC Regular Securities will be
consistent with this standard and will be disclosed in the accompanying
prospectus supplement. However, none of the depositor, the REMIC administrator,
the master servicer or the servicer will make any representation that the loans
will in fact prepay at a rate conforming to the prepayment assumption or at any
other rate.

     The original issue discount, if any, on a REMIC Regular Security will be
the excess of its stated redemption price at maturity over its issue price. The
issue price of a particular class of REMIC Regular Securities will be the first
cash price at which a substantial amount of REMIC Regular Securities of that
class is sold, excluding sales to bond houses, brokers and underwriters. If less
than a substantial amount of a particular class of REMIC Regular Securities is
sold for cash on or prior to the date of their initial issuance, or the closing
date, the issue price for that class will be treated as the fair market value of
the class on the closing date. Under the OID regulations, the stated redemption
price of a REMIC Regular Security is equal to the total of all payments to be
made on that security other than "qualified stated interest." Qualified stated
interest includes interest that is unconditionally payable at least annually at
a single fixed rate, or in the case of a variable rate debt instrument, at a
"qualified floating rate," an "objective rate," a combination of a single fixed
rate and one or more "qualified floating rates" or one "qualified inverse
floating rate," or a combination of "qualified floating rates" that in most
cases does not operate in a manner that accelerates or defers interest payments
on a REMIC Regular Security.

     In the case of REMIC Regular Securities bearing adjustable interest rates,
the determination of the total amount of original issue discount and the timing
of the inclusion of the original issue discount will vary according to the
characteristics of the REMIC Regular Securities. If the original issue discount
rules apply to the securities, the accompanying prospectus supplement will
describe the manner in which the rules will be applied by the master servicer,
the servicer, or REMIC administrator for those certificates in preparing
information returns to the securityholders and the IRS.

     Some classes of the REMIC Regular Securities may provide for the first
interest payment with respect to their securities to be made more than one month
after the date of issuance, a period which is longer than the subsequent monthly
intervals between interest payments. Assuming the "accrual period" (as defined
below) for original issue discount is each monthly period that begins or ends on
a distribution date, in some cases, as a consequence of this "long first accrual
period," some or all interest payments may be required to be included in the
stated redemption price of the REMIC Regular Security and accounted for as
original issue discount. Because interest on REMIC Regular Securities must in
any event be accounted for under an accrual method, applying this analysis would
result in only a slight difference in the timing of the inclusion in income of
the yield on the REMIC Regular Securities.

     In addition, if the accrued interest to be paid on the first distribution
date is computed for a period that begins prior to the closing date, a portion
of the purchase price paid for a REMIC Regular Security will reflect the accrued
interest. In these cases, information returns to the securityholders and the IRS
will be based on the position that the portion of the purchase price paid for
the interest accrued for periods prior to the closing date is treated as part of
the overall cost of the REMIC Regular Security, and not as a separate asset the
cost of which is recovered entirely out of interest received on the next
distribution date, and that portion of the interest paid on the first
distribution date in excess of interest accrued for a number of days
corresponding to the number of days from the closing date to the first
distribution date should be included in the stated redemption price of the REMIC
Regular Security. However, the OID regulations state that all or some portion of
the accrued interest may be treated as a separate asset the cost of which is
recovered entirely out of interest paid on the first distribution date. It is
unclear how an election to do so would be made under the OID regulations and
whether that election could be made unilaterally by a securityholder.


                                       107



     Regardless of the general definition of original issue discount, original
issue discount on a REMIC Regular Security will be considered to be de minimis
if it is less than 0.25% of the stated redemption price of the REMIC Regular
Security multiplied by its weighted average life. For this purpose, the weighted
average life of the REMIC Regular Security is computed as the sum of the amounts
determined, as to each payment included in the stated redemption price of the
REMIC Regular Security, by multiplying (i) the number of complete years,
rounding down for partial years, from the issue date until the payment is
expected to be made, presumably taking into account the prepayment assumption,
by (ii) a fraction, the numerator of which is the amount of the payment, and the
denominator of which is the stated redemption price at maturity of the REMIC
Regular Security. Under the OID regulations, original issue discount of only a
de minimis amount, other than de minimis original issue discount attributable to
a so-called "teaser" interest rate or an initial interest holiday, will be
included in income as each payment of stated principal is made, based on the
product of the total remaining amount of the de minimis original issue discount
and a fraction, the numerator of which is the amount of the principal payment,
and the denominator of which is the outstanding stated principal amount of the
REMIC Regular Security. The OID regulations also would permit a securityholder
to elect to accrue de minimis original issue discount into income currently
based on a constant yield method. See "--Market Discount" below for a
description of that election under the OID regulations.

     If original issue discount on a REMIC Regular Security is in excess of a de
minimis amount, the holder of the certificate must include in ordinary gross
income the sum of the "daily portions" of original issue discount for each day
during its taxable year on which it held the REMIC Regular Security, including
the purchase date but excluding the disposition date. In the case of an original
holder of a REMIC Regular Security, the daily portions of original issue
discount will be determined as follows.

     The accompanying prospectus supplement will describe the applicable accrual
period. In general each accrual period that begins or ends on a date that
corresponds to a distribution date and begins on the first day following the
immediately preceding accrual period, or in the case of the first accrual
period, begins on the closing date, a calculation will be made of the portion of
the original issue discount that accrued during that accrual period. The portion
of original issue discount that accrues in any accrual period will equal the
excess, if any, of (i) the sum of (A) the present value, as of the end of the
accrual period, of all of the distributions remaining to be made on the REMIC
Regular Security, if any, in future periods and (B) the distributions made on
the REMIC Regular Security during the accrual period of amounts included in the
stated redemption price, over (ii) the adjusted issue price of the REMIC Regular
Security at the beginning of the accrual period. The present value of the
remaining distributions referred to in the preceding sentence will be calculated
(1) assuming that distributions on the REMIC Regular Security will be received
in future periods based on the loans being prepaid at a rate equal to the
prepayment assumption and (2) using a discount rate equal to the original yield
to maturity of the security. For these purposes, the original yield to maturity
of the security will be calculated based on its issue price and assuming that
distributions on the security will be made in all accrual periods based on the
loans being prepaid at a rate equal to the prepayment assumption. The adjusted
issue price of a REMIC Regular Security at the beginning of any accrual period
will equal the issue price of the security, increased by the aggregate amount of
original issue discount that accrued for that security in prior accrual periods,
and reduced by the amount of any distributions made on that REMIC Regular
Security in prior accrual periods of amounts included in its stated redemption
price. The original issue discount accruing during any accrual period, computed
as described above, will be allocated ratably to each day during the accrual
period to determine the daily portion of original issue discount for that day.

     The OID regulations suggest that original issue discount for securities
that represent multiple uncertificated regular interests, in which ownership
interests will be issued simultaneously to the same buyer and which may be
required under the related pooling and servicing agreement to be transferred
together, should be computed on an aggregate method. In the absence of further
guidance from the IRS, original issue discount for securities that represent the
ownership of multiple uncertificated regular interests will be reported to the
IRS and the securityholders on an aggregate method based on a single overall
constant yield and the prepayment assumption stated in the accompanying
prospectus supplement,


                                       108



treating all uncertificated regular interests as a single debt instrument as set
forth in the OID regulations, so long as the pooling and servicing agreement
requires that the uncertificated regular interests be transferred together.

     A subsequent purchaser of a REMIC Regular Security that purchases the
security at a cost, excluding any portion of that cost attributable to accrued
qualified stated interest, less than its remaining stated redemption price will
also be required to include in gross income the daily portions of any original
issue discount for that security. However, each daily portion will be reduced,
if the cost is in excess of its "adjusted issue price," in proportion to the
ratio that excess bears to the aggregate original issue discount remaining to be
accrued on the REMIC Regular Security. The adjusted issue price of a REMIC
Regular Security on any given day equals (i) the adjusted issue price or, in the
case of the first accrual period, the issue price, of the security at the
beginning of the accrual period which includes that day, plus (ii) the daily
portions of original issue discount for all days during the accrual period prior
to that day minus (iii) any principal payments made during the accrual period
prior to that day for the security.

Market Discount

     A securityholder that purchases a REMIC Regular Security at a market
discount, that is, in the case of a REMIC Regular Security issued without
original issue discount, at a purchase price less than its remaining stated
principal amount, or, in the case of a REMIC Regular Security issued with
original issue discount, at a purchase price less than its adjusted issue price,
will recognize income on receipt of each distribution representing stated
redemption price. In particular, under Section 1276 of the Internal Revenue Code
such a securityholder in most cases will be required to allocate the portion of
each distribution representing stated redemption price first to accrued market
discount not previously included in income, and to recognize ordinary income to
that extent.

     A securityholder may elect to include market discount in income currently
as it accrues rather than including it on a deferred basis in accordance with
the foregoing. If made, the election will apply to all market discount bonds
acquired by the securityholder on or after the first day of the first taxable
year to which the election applies. In addition, the OID regulations permit a
securityholder to elect to accrue all interest, discount, including de minimis
market or original issue discount, and premium in income as interest, based on a
constant yield method. If the election were made for a REMIC Regular Security
with market discount, the securityholder would be deemed to have made an
election to include currently market discount in income for all other debt
instruments having market discount that the securityholder acquires during the
taxable year of the election or thereafter. Similarly, a securityholder that
made this election for a security that is acquired at a premium would be deemed
to have made an election to amortize bond premium for all debt instruments
having amortizable bond premium that the securityholder owns or acquires. See
"--Premium" below. Each of these elections to accrue interest, discount and
premium for a security on a constant yield method or as interest may not be
revoked without the consent of the IRS.

     However, market discount for a REMIC Regular Security will be considered to
be de minimis for purposes of Section 1276 of the Internal Revenue Code if the
market discount is less than 0.25% of the remaining stated redemption price of
the REMIC Regular Security multiplied by the number of complete years to
maturity remaining after the date of its purchase. In interpreting a similar
rule for original issue discount on obligations payable in installments, the OID
regulations refer to the weighted average maturity of obligations, and it is
likely that the same rule will be applied for market discount, presumably taking
into account the prepayment assumption. If market discount is treated as de
minimis under this rule, it appears that the actual discount would be treated in
a manner similar to original issue discount of a de minimis amount. See
"--Original Issue Discount." This treatment may 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 above.

     Section 1276(b)(3) of the Internal Revenue Code specifically authorizes the
Treasury Department to issue regulations providing for the method for accruing
market discount on debt instruments, the principal of which is payable in more
than one installment. Until regulations are issued by the Treasury Department,
certain rules described in the conference committee report accompanying the Tax
Reform


                                       109



Act of 1986 apply. The conference committee report indicates that in each
accrual period market discount on REMIC Regular Securities should accrue, at the
securityholder's option:

     o    on the basis of a constant yield method,

     o    in the case of a REMIC Regular Security issued without original issue
          discount, in an amount that bears the same ratio to the total
          remaining market discount as the stated interest paid in the accrual
          period bears to the total amount of stated interest remaining to be
          paid on the REMIC Regular Security as of the beginning of the accrual
          period, or

     o    in the case of a REMIC Regular Security issued with original issue
          discount, in an amount that bears the same ratio to the total
          remaining market discount as the original issue discount accrued in
          the accrual period bears to the total original issue discount
          remaining on the REMIC Regular Security at the beginning of the
          accrual period.

     Moreover, the prepayment assumption used in calculating the accrual of
original issue discount is to be used in calculating the accrual of market
discount. Because the regulations referred to in the preceding paragraph have
not been issued, it is not possible to predict what effect those regulations
might have on the tax treatment of a REMIC Regular Security purchased at a
discount in the secondary market.

     To the extent that REMIC Regular Securities provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a REMIC Regular
Security in most cases will be required to treat a portion of any gain on the
sale or exchange of that security as ordinary income to the extent of the market
discount accrued to the date of disposition under one of the foregoing methods,
less any accrued market discount previously reported as ordinary income.

     In addition, under Section 1277 of the Internal Revenue Code, a holder of a
REMIC Regular Security may be required to defer a portion of its interest
deductions for the taxable year attributable to any indebtedness incurred or
continued to purchase or carry a REMIC Regular Security purchased with market
discount. For these purposes, the de minimis rule referred to above applies. Any
deferred interest expense would not exceed the market discount that accrues
during that taxable year and is, in general, allowed as a deduction not later
than the year in which the market discount is includible in income. If the
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by that holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.

Premium

     A REMIC Regular Security purchased at a cost, excluding any portion of that
cost attributable to accrued qualified stated interest, greater than its
remaining stated redemption price will be considered to be purchased at a
premium. The holder of a REMIC Regular Security may elect under Section 171 of
the Internal Revenue Code to amortize that premium under the constant yield
method over the life of the security. If made, this election will apply to all
debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. Amortizable premium will be treated as an offset to
interest income on the related REMIC Regular Security, rather than as a separate
interest deduction. The OID regulations also permit securityholders to elect to
include all interest, discount and premium in income based on a constant yield
method, further treating the securityholder as having made the election to
amortize premium generally. See "--Market Discount above." The conference
committee report states that the same rules that apply to accrual of market
discount, which rules will require use of a prepayment assumption in accruing
market discount for REMIC Regular Securities without regard to whether those
certificates have original issue discount, will also apply in amortizing bond
premium under Section 171 of the Internal Revenue Code. It is possible that the
use of an assumption that there will be no prepayments may be required in
calculating the amortization of premium.

Realized Losses

     Under Section 166 of the Internal Revenue Code, both corporate holders of
the REMIC Regular Securities and noncorporate holders of the REMIC Regular
Securities that acquire those certificates in


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connection with a trade or business should be allowed to deduct, as ordinary
losses, any losses sustained during a taxable year in which their certificates
become wholly or partially worthless as the result of one or more Realized
Losses on the loans. However, it appears that a noncorporate holder that does
not acquire a REMIC Regular Security in connection with a trade or business will
not be entitled to deduct a loss under Section 166 of the Internal Revenue Code
until the holder's security becomes wholly worthless--until its outstanding
principal balance has been reduced to zero--and that the loss will be
characterized as a short-term capital loss.

     Each holder of a REMIC Regular Security will be required to accrue interest
and original issue discount for that security, without giving effect to any
reductions in distributions attributable to defaults or delinquencies on the
loans or the underlying certificates until it can be established that any
reduction ultimately will not be recoverable. As a result, the amount of taxable
income reported in any period by the holder of a REMIC Regular Security could
exceed the amount of economic income actually realized by the holder in that
period. Although the holder of a REMIC Regular Security eventually will
recognize a loss or reduction in income attributable to previously accrued and
included income that, as the result of a Realized Loss, ultimately will not be
realized, the law is unclear with respect to the timing and character of the
loss or reduction in income.

TAXATION OF OWNERS OF REMIC RESIDUAL SECURITIES

General

     As residual interests, the REMIC Residual Securities will be subject to tax
rules that differ significantly from those that would apply if the REMIC
Residual Securities were treated for federal income tax purposes as direct
ownership interests in the loans or as debt instruments issued by the REMIC.

     A holder of a REMIC Residual Security generally will be required to report
its daily portion of the taxable income or, in accordance with the limitations
noted in this discussion, the net loss of the REMIC for each day during a
calendar quarter that the holder owned the REMIC Residual Security. For this
purpose, the taxable income or net loss of the REMIC will be allocated to each
day in the calendar quarter ratably using a "30 days per month/90 days per
quarter/360 days per year" convention. The daily amounts will then be allocated
among the holders of REMIC Residual Securities in proportion to their respective
ownership interests on that day. Any amount included in the gross income or
allowed as a loss of any holder of a REMIC Residual Securities by virtue of this
allocation will be treated as ordinary income or loss. The taxable income of the
REMIC will be determined under the rules described in this prospectus in
"--Taxable Income of the REMIC" and will be taxable to the holders of REMIC
Residual Securities without regard to the timing or amount of cash distributions
by the REMIC. Ordinary income derived from REMIC Residual Securities will be
"portfolio income" for purposes of the taxation of taxpayers in accordance with
limitations under Section 469 of the Internal Revenue Code on the deductibility
of "passive losses."

     A holder of a REMIC Residual Security that purchased the security from a
prior holder of that security also will be required to report on its federal
income tax return amounts representing its daily portion of the taxable income
or net loss of the REMIC for each day that it holds the REMIC Residual Security.
These daily portions generally will equal the amounts of taxable income or net
loss determined as described above. The conference committee report accompanying
the Tax Reform Act of 1986 indicates that modifications of the general rules may
be made, by regulations, legislation or otherwise, to reduce, or increase, the
income or loss of a holder of a REMIC Residual Securities that purchased the
REMIC Residual Security from a prior holder of such security at a price greater
than, or less than, the adjusted basis that REMIC Residual Security would have
had in the hands of an original holder of that security. The REMIC regulations,
however, do not provide for any such modifications.

     Any payments received by a holder of a REMIC Residual Security in
connection with the acquisition of that security will be taken into account in
determining the income of that holder for federal income tax purposes. On May
11, 2004, the IRS issued final regulations that require such payment to be
included in income over time according to an amortization schedule that
reasonably reflects the costs and benefits of


                                       111



holding the REMIC Residual Security over its expected life. The regulations also
provide two more specific methods that will be accepted as meeting the general
test set forth above for determining the timing and amount of income inclusion.
One method generally follows the method of inclusion used by the taxpayer for
GAAP purposes, but not over a period shorter than the period over which the
REMIC is expected to generate income. The other method calls for ratable
inclusion over the remaining anticipated weighted average life of the REMIC as
of the time the REMIC Residual Security is transferred to the taxpayer. Holders
of REMIC Residual Securities are encouraged to consult their tax advisors
concerning the treatment of these payments for income tax purposes under the
regulations.

     The amount of income holders of REMIC Residual Securities will be required
to report, or the tax liability associated with that income, may exceed the
amount of cash distributions received from the REMIC for the corresponding
period. Consequently, holders of REMIC Residual Securities should have other
sources of funds sufficient to pay any federal income taxes due as a result of
their ownership of REMIC Residual Securities or unrelated deductions against
which income may be offset, subject to the rules relating to "excess inclusions"
and "noneconomic" residual interests discussed below. The fact that the tax
liability associated with the income allocated to holders of REMIC Residual
Securities may exceed the cash distributions received by the holders of REMIC
Residual Securities for the corresponding period may significantly adversely
affect the after-tax rate of return for the holders of REMIC Residual
Securities.

Taxable Income of the REMIC

     The taxable income of the REMIC will equal the income from the loans and
other assets of the REMIC plus any cancellation of indebtedness income due to
the allocation of Realized Losses to REMIC Regular Securities, less the
deductions allowed to the REMIC for interest, including original issue discount
and reduced by the amortization of any premium received on issuance, on the
REMIC Regular Securities, and any other class of REMIC Securities constituting
"regular interests" in the REMIC not offered hereby, amortization of any premium
on the loans, bad debt deductions for the loans and, except as described below,
for servicing, administrative and other expenses.

     For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to their fair market value
immediately after their transfer to the REMIC. For this purpose, the master
servicer, the servicer, or REMIC administrator, as applicable, intends to treat
the fair market value of the loans as being equal to the aggregate issue prices
of the REMIC Regular Securities and REMIC Residual Securities. The aggregate
basis will be allocated among the loans collectively and the other assets of the
REMIC in proportion to their respective fair market values. The issue price of
any REMIC Securities offered hereby will be determined in the manner described
above under "--Taxation of Owners of REMIC Regular Securities--Original Issue
Discount." Accordingly, if one or more classes of REMIC Securities are retained
initially rather than sold, the master servicer, the servicer, or REMIC
administrator, as applicable, may be required to estimate the fair market value
of those interests in order to determine the basis of the REMIC in the loans and
other property held by the REMIC.

     Subject to the possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income for loans that it holds will be equivalent to the method of accruing
original issue discount income for REMIC Regular Securityholders--under the
constant yield method taking into account the prepayment assumption. However, a
REMIC that acquires collateral at a market discount must include the discount in
income currently, as it accrues, on a constant interest basis. See "--Taxation
of Owners of REMIC Regular Securities" above, which describes a method of
accruing discount income that is analogous to that required to be used by a
REMIC as to loans with market discount that it holds.

     A loan will be deemed to have been acquired with discount or premium to the
extent that the REMIC's basis therein, determined as described in the preceding
paragraph, is less than or greater than its stated redemption price. Any
discount will be includible in the income of the REMIC as it accrues, in advance
of receipt of the cash attributable to that income, under a method similar to
the method described above for accruing original issue discount on the REMIC
Regular Securities. It is anticipated that each REMIC will elect under Section
171 of the Internal Revenue Code to amortize any premium on the loans.


                                       112



Premium on any loan to which the election applies may be amortized under a
constant yield method, presumably taking into account a prepayment assumption.

     A REMIC will be allowed deductions for interest, including original issue
discount, on the REMIC Regular Securities, equal to the deductions that would be
allowed if the REMIC Regular Securities, were indebtedness of the REMIC.
Original issue discount will be considered to accrue for this purpose as
described above under "--Taxation of Owners of REMIC Regular
Securities--Original Issue Discount," except that the de minimis rule and the
adjustments for subsequent holders of REMIC Regular Securities, described
therein will not apply.

     If a class of REMIC Regular Securities is issued at an Issue Premium, the
net amount of interest deductions that are allowed the REMIC in each taxable
year for the REMIC Regular Securities of that class will be reduced by an amount
equal to the portion of the Issue Premium that is considered to be amortized or
repaid in that year. Although the matter is not entirely certain, it is likely
that Issue Premium would be amortized under a constant yield method in a manner
analogous to the method of accruing original issue discount described above
under "--Taxation of Owners of REMIC Regular Securities-- Original Issue
Discount."

     As a general rule, the taxable income of the REMIC will be determined in
the same manner as if the REMIC were an individual having the calendar year as
its taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions and Other Taxes" below.
Further, the limitation on miscellaneous itemized deductions imposed on
individuals by Section 67 of the Internal Revenue Code, which allows those
deductions only to the extent they exceed in the aggregate two percent of the
taxpayer's adjusted gross income, will not be applied at the REMIC level so that
the REMIC will be allowed deductions for servicing, administrative and other
non-interest expenses in determining its taxable income. All of these expenses
will be allocated as a separate item to the holders of REMIC Residual
Securities, subject to the limitation of Section 67 of the Internal Revenue
Code. See "--Possible Pass-Through of Miscellaneous Itemized Deductions." If the
deductions allowed to the REMIC exceed its gross income for a calendar quarter,
the excess will be the net loss for the REMIC for that calendar quarter.

Basis Rules, Net Losses and Distributions

     The adjusted basis of a REMIC Residual Security will be equal to the amount
paid for that REMIC Residual Security, increased by amounts included in the
income of the related securityholder and decreased, but not below zero, by
distributions made, and by net losses allocated, to the related securityholder
(in each case, other than any income or distributions attributable to qualified
stated interest).

     A holder of a REMIC Residual Securities is not allowed to take into account
any net loss for any calendar quarter to the extent the net loss exceeds that
holder's adjusted basis in its REMIC Residual Security as of the close of that
calendar quarter, determined without regard to the net loss. Any loss that is
not currently deductible by reason of this limitation may be carried forward
indefinitely to future calendar quarters and, in accordance with the same
limitation, may be used only to offset income from the REMIC Residual Security.
The ability of holders of REMIC Residual Securities to deduct net losses in
accordance with additional limitations under the Internal Revenue Code, as to
which the securityholders are encouraged to consult their tax advisors.

     Any distribution on a REMIC Residual Security will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC Residual Security. To the extent a distribution on a
REMIC Residual Security exceeds the adjusted basis, it will be treated as gain
from the sale of the REMIC Residual Security. Holders of REMIC Residual
Securities may be entitled to distributions early in the term of the related
REMIC under circumstances in which their bases in the REMIC Residual Securities
will not be sufficiently large that distributions will be treated as nontaxable
returns of capital. Their bases in the REMIC Residual Securities will initially
equal the amount paid for such REMIC Residual Securities and will be increased
by their allocable shares of taxable income of the trust. However, their basis
increases may not occur until the end of the calendar quarter, or perhaps the


                                       113



end of the calendar year, for which the REMIC taxable income is allocated to the
holders of REMIC Residual Securities. To the extent the initial bases of the
holders of the REMIC Residual Securities are less than the distributions to the
holders of REMIC Residual Securities, and increases in the initial bases either
occur after distributions or, together with their initial bases, are less than
the amount of the distributions, gain will be recognized to the holders of REMIC
Residual Securities on those distributions and will be treated as gain from the
sale of their REMIC Residual Securities.

     The effect of these rules is that a securityholder may not amortize its
basis in a REMIC Residual Security, but may only recover its basis through
distributions, through the deduction of its share of any net losses of the REMIC
or on the sale of its REMIC Residual Security. See "--Sales of Certificates."
For a discussion of possible modifications of these rules that may require
adjustments to income of a holder of a REMIC Residual Security other than an
original holder in order to reflect any difference between the cost of the REMIC
Residual Security to its holder and the adjusted basis the REMIC Residual
Security would have had in the hands of the original holder, see "--General."

Excess Inclusions

     Any "excess inclusions" for a REMIC Residual Security will be subject to
federal income tax in all events.

     In general, the "excess inclusions" for a REMIC Residual Security for any
calendar quarter will be the excess, if any, of (i) the sum of the daily
portions of REMIC taxable income allocable to the REMIC Residual Security over
(ii) the sum of the "daily accruals" (as defined below) for each day during that
quarter that the REMIC Residual Security was held by the holder of a REMIC
Residual Securities. The daily accruals of a holder of a REMIC Residual Security
will be determined by allocating to each day during a calendar quarter its
ratable portion of the product of the "adjusted issue price" of the REMIC
Residual Security at the beginning of the calendar quarter and 120% of the
"long-term Federal rate" in effect on the closing date. For this purpose, the
adjusted issue price of a REMIC Residual Security as of the beginning of any
calendar quarter will be equal to the issue price of the REMIC Residual
Security, increased by the sum of the daily accruals for all prior quarters and
decreased, but not below zero, by any distributions made on the REMIC Residual
Security before the beginning of that quarter. The issue price of a REMIC
Residual Security is the initial offering price to the public, excluding bond
houses, brokers and underwriters, at which a substantial amount of the REMIC
Residual Securities were sold. If less than a substantial amount of a particular
class of REMIC Residual Securities is sold for cash on or prior to the closing
date, the issue price of that class will be treated as the fair market value of
that class on the closing date. The "long-term Federal rate" is an average of
current yields on Treasury securities with a remaining term of greater than nine
years, computed and published monthly by the IRS.

     For holders of REMIC Residual Securities, an excess inclusion:

     o    will not be permitted to be offset by deductions, losses or loss
          carryovers from other activities,

     o    will be treated as "unrelated business taxable income" to an otherwise
          tax-exempt organization, and

     o    will not be eligible for any rate reduction or exemption under any
          applicable tax treaty for the 30% United States withholding tax
          imposed on distributions to holders of REMIC Residual Securities that
          are foreign investors.

     See, however, "--Foreign Investors in REMIC Regular Securities."

     Furthermore, for purposes of the alternative minimum tax, (i) excess
inclusions will not be permitted to be offset by the alternative minimum tax net
operating loss deduction and (ii) alternative minimum taxable income may not be
less than the taxpayer's excess inclusions; provided, however, that for purposes
of (ii), alternative minimum taxable income is determined without regard to the
special rule that taxable income cannot be less than excess inclusions. The
latter rule has the effect of preventing nonrefundable tax credits from reducing
the taxpayer's income tax to an amount lower than the alternative minimum tax on
excess inclusions.

     In the case of any REMIC Residual Securities held by a real estate
investment trust, the aggregate excess inclusions allocated to the REMIC
Residual Securities, reduced, but not below zero, by the real


                                       114



estate investment trust taxable income, within the meaning of Section 857(b)(2)
of the Internal Revenue Code, excluding any net capital gain, will be allocated
among the shareholders of the trust in proportion to the dividends received by
the shareholders from the trust, and any amount so allocated will be treated as
an excess inclusion from a REMIC Residual Security as if held directly by the
shareholder. Treasury regulations yet to be issued could apply a similar rule to
regulated investment companies, common trust funds and some cooperatives; the
REMIC regulations currently do not address this subject.

Noneconomic REMIC Residual Securities

     Under the REMIC regulations, transfers of "noneconomic" REMIC Residual
Securities will be disregarded for all federal income tax purposes if "a
significant purpose of the transfer was to enable the transferor to impede the
assessment or collection of tax." If the transfer is disregarded, the purported
transferor will continue to remain liable for any taxes due with respect to the
income on the "noneconomic" REMIC Residual Security. The REMIC regulations
provide that a REMIC Residual Security is noneconomic unless, based on the
prepayment assumption and on any required or permitted clean up calls, or
required qualified liquidation provided for in the REMIC's organizational
documents, (1) the present value of the expected future distributions
(discounted using the "applicable Federal rate" for obligations whose term ends
on the close of the last quarter in which excess inclusions are expected to
accrue on the REMIC Residual Security, which rate is computed and published
monthly by the IRS) on the REMIC Residual Security equals at least the present
value of the expected tax on the anticipated excess inclusions, and (2) the
transferor reasonably expects that the transferee will receive distributions on
the REMIC Residual Security at or after the time the taxes accrue on the
anticipated excess inclusions in an amount sufficient to satisfy the accrued
taxes. Accordingly, all transfers of REMIC Residual Securities that may
constitute noneconomic residual interests will be subject to restrictions under
the terms of the related pooling and servicing agreement or trust agreement that
are intended to reduce the possibility of any transfer being disregarded. The
restrictions will require each party to a transfer to provide an affidavit that
no purpose of the transfer is to impede the assessment or collection of tax,
including representations as to the financial condition of the prospective
transferee, as to which the transferor also is required to make a reasonable
investigation to determine the transferee's historic payment of its debts and
ability to continue to pay its debts as they come due in the future. Prior to
purchasing a REMIC Residual Security, prospective purchasers should consider the
possibility that a purported transfer of the REMIC Residual Security by such a
purchaser to another purchaser at some future date may be disregarded in
accordance with the above-described rules which would result in the retention of
tax liability by that purchaser.

     The IRS has issued final REMIC regulations that add to the conditions
necessary to assure that a transfer of a non-economic residual interest would be
respected. The additional conditions require that in order to qualify as a safe
harbor transfer of a residual interest the transferee represent that it will not
cause the income "to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the
transferee or another U.S. taxpayer" and either (i) the amount received by the
transferee be no less on a present value basis (determined using the short-term
rate provided by Section 1274(d) of the Internal Revenue Code) than the present
value of the net tax detriment attributable to holding the residual interest
reduced by the present value of the projected payments to be received on the
residual interest or (ii) the transfer is to a domestic taxable corporation with
specified large amounts of gross and net assets and that meets certain other
requirements where agreement is made that all future transfers will be to
taxable domestic corporations in transactions that qualify for the same "safe
harbor" provision. Eligibility for the safe harbor requires, among other things,
that the facts and circumstances known to the transferor at the time of transfer
not indicate to a reasonable person that the taxes with respect to the residual
interest will not be paid, with an unreasonably low cost for the transfer
specifically mentioned as negating eligibility.

     The accompanying prospectus supplement will disclose whether offered REMIC
Residual Securities may be considered "noneconomic" residual interests under the
REMIC regulations. Any disclosure that a REMIC Residual Security will not be
considered "noneconomic" will be based on some assumptions, and the depositor
will make no representation that a REMIC Residual Security will not be
considered


                                       115



"noneconomic" for purposes of the above-described rules. See "--Foreign
Investors in REMIC Regular Securities" for additional restrictions applicable to
transfers of certain REMIC Residual Securities to foreign persons.

Mark-to-Market Rules

     The mark-to-market requirement applies to all securities owned by a dealer,
except to the extent that the dealer has specifically identified a security as
held for investment. The Mark-to-Market Regulations provide that for purposes of
this mark-to-market requirement, a REMIC Residual Security acquired on or after
January 4, 1995 is not treated as a security and thus may not be marked to
market. Prospective purchasers of a REMIC Residual Security are encouraged to
consult their tax advisors regarding the possible application of the
mark-to-market requirement to REMIC Residual Securities.

Possible Pass-Through of Miscellaneous Itemized Deductions

     Fees and expenses of a REMIC generally will be allocated to the holders of
the related REMIC Residual Securities. The applicable Treasury regulations
indicate, however, that in the case of a REMIC that is similar to a single class
grantor trust, all or a portion of those fees and expenses should be allocated
to the holders of the related REMIC Regular Securities. Fees and expenses will
be allocated to holders of the related REMIC Residual Securities in their
entirety and not to the holders of the related REMIC Regular Securities.

     For REMIC Residual Securities or REMIC Regular Securities the holders of
which receive an allocation of fees and expenses in accordance with the
preceding discussion, if any holder thereof is an individual, estate or trust,
or a Pass-Through Entity beneficially owned by one or more individuals, estates
or trusts, (i) an amount equal to the individual's, estate's or trust's share of
fees and expenses will be added to the gross income of that holder and (ii) the
individual's, estate's or trust's share of fees and expenses will be treated as
a miscellaneous itemized deduction allowable in accordance with the limitation
of Section 67 of the Internal Revenue Code, which permits those deductions only
to the extent they exceed in the aggregate two percent of a taxpayer's adjusted
gross income. In addition, Section 68 of the Internal Revenue Code provides that
the amount of itemized deductions otherwise allowable for an individual whose
adjusted gross income exceeds a specified amount will be reduced. The amount of
additional taxable income reportable by holders of REMIC Securities that are
covered by the limitations of either Section 67 or Section 68 of the Internal
Revenue Code may be substantial. Furthermore, in determining the alternative
minimum taxable income of such a holder of a REMIC security that is an
individual, estate or trust, or a Pass-Through Entity beneficially owned by one
or more individuals, estates or trusts, no deduction will be allowed for such
holder's allocable portion of servicing fees and other miscellaneous itemized
deductions of the REMIC, even though an amount equal to the amount of such fees
and other deductions will be included in the holder's gross income. Accordingly,
the REMIC Securities may not be appropriate investments for individuals,
estates, or trusts, or Pass-Through Entities beneficially owned by one or more
individuals, estates or trusts. Any prospective investors are encouraged to
consult with their tax advisors prior to making an investment in these
certificates.

Tax and Restrictions on Transfers of REMIC Residual Securities to Certain
Organizations

     If a REMIC Residual Security is transferred to a Disqualified Organization,
a tax would be imposed in an amount, determined under the REMIC regulations,
equal to: the product of:

     (1)  the present value, discounted using the "applicable Federal rate" for
          obligations whose term ends on the close of the last quarter in which
          excess inclusions are expected to accrue on the security, which rate
          is computed and published monthly by the IRS, of the total anticipated
          excess inclusions on the REMIC Residual Security for periods after the
          transfer; and

     (2)  the highest marginal federal income tax rate applicable to
          corporations.

     The anticipated excess inclusions must be determined as of the date that
the REMIC Residual Security is transferred and must be based on events that have
occurred up to the time of transfer, the prepayment assumption and any required
or permitted clean up calls or required liquidation provided for


                                       116



in the REMIC's organizational documents. This tax generally would be imposed on
the transferor of the REMIC Residual Security, except that where the transfer is
through an agent for a Disqualified Organization, the tax would instead be
imposed on that agent. However, a transferor of a REMIC Residual Security would
in no event be liable for the tax on a transfer if the transferee furnishes to
the transferor an affidavit that the transferee is not a Disqualified
Organization and, as of the time of the transfer, the transferor does not have
actual knowledge that the affidavit is false. Moreover, an entity will not
qualify as a REMIC unless there are reasonable arrangements designed to ensure
that:

     o    residual interests in the entity are not held by Disqualified
          Organizations; and

     o    information necessary for the application of the tax described in this
          prospectus will be made available.

     Restrictions on the transfer of REMIC Residual Securities and other
provisions that are intended to meet this requirement will be included in the
pooling and servicing agreement, including provisions:

     (1)  requiring any transferee of a REMIC Residual Security to provide an
          affidavit representing that it is not a Disqualified Organization and
          is not acquiring the REMIC Residual Security on behalf of a
          Disqualified Organization, undertaking to maintain that status and
          agreeing to obtain a similar affidavit from any person to whom it
          shall transfer the REMIC Residual Security;

     (2)  providing that any transfer of a REMIC Residual Security to a
          Disqualified Organization shall be null and void; and

     (3)  granting to the master servicer or the servicer the right, without
          notice to the holder or any prior holder, to sell to a purchaser of
          its choice any REMIC Residual Security that shall become owned by a
          Disqualified Organization despite (1) and (2) above.

     In addition, if a Pass-Through Entity includes in income excess inclusions
on a REMIC Residual Security, and a Disqualified Organization is the record
holder of an interest in that entity, then a tax will be imposed on the entity
equal to the product of (i) the amount of excess inclusions on the REMIC
Residual Security that are allocable to the interest in the Pass-Through Entity
held by the Disqualified Organization and (ii) the highest marginal federal
income tax rate imposed on corporations. A Pass-Through Entity will not be
subject to this tax for any period, however, if each record holder of an
interest in the Pass-Through Entity furnishes to that Pass-Through Entity (i)
the holder's social security number and a statement under penalties of perjury
that the social security number is that of the record holder or (ii) a statement
under penalties of perjury that the record holder is not a Disqualified
Organization. For taxable years beginning after December 31, 1997, regardless of
the preceding two sentences, in the case of a REMIC Residual Security held by an
"electing large partnership," all interests in such partnership shall be treated
as held by Disqualified Organizations, without regard to whether the record
holders of the partnership furnish statements described in the preceding
sentence, and the amount that is subject to tax under the second preceding
sentence is excluded from the gross income of the partnership allocated to the
partners, in lieu of allocating to the partners a deduction for the tax paid by
the partners.

Sales of Certificates

     If a REMIC Security is sold, the selling securityholder will recognize gain
or loss equal to the difference between the amount realized on the sale and its
adjusted basis in the REMIC Security. The adjusted basis of a REMIC Regular
Security generally will equal the cost of that REMIC Regular Security to that
securityholder, increased by income reported by the securityholder with respect
to that REMIC Regular Security, including original issue discount and market
discount income, and reduced, but not below zero, by distributions on the REMIC
Regular Security received by the securityholder and by any amortized premium.
The adjusted basis of a REMIC Residual Security will be determined as described
under "--Taxation of Owners of REMIC Residual Securities--Basis Rules, Net
Losses and Distributions." Except as described below, any gain or loss generally
will be capital gain or loss.

     Gain from the sale of a REMIC Regular Security that might otherwise be
capital gain will be treated as ordinary income to the extent the gain does not
exceed the excess, if any, of (i) the amount that would


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have been includible in the seller's income for the REMIC Regular Security had
income accrued thereon at a rate equal to 110% of the "applicable federal rate,"
which is typically a rate based on an average of current yields on Treasury
securities having a maturity comparable to that of the security, which rate is
computed and published monthly by the IRS, determined as of the date of purchase
of the REMIC Regular Security, over (ii) the amount of ordinary income actually
includible in the seller's income prior to the sale. In addition, gain
recognized on the sale of a REMIC Regular Security by a seller who purchased the
REMIC Regular Security at a market discount will be taxable as ordinary income
to the extent of any accrued and previously unrecognized market discount that
accrued during the period the security was held. See "--Taxation of Owners of
REMIC Regular Securities--Market Discount."

     A portion of any gain from the sale of a REMIC Regular Security that might
otherwise be capital gain may be treated as ordinary income to the extent that
the security is held as part of a "conversion transaction" within the meaning of
Section 1258 of the Internal Revenue Code. A conversion transaction generally is
one in which the taxpayer has taken two or more positions in securities or
similar property that reduce or eliminate market risk, if substantially all of
the taxpayer's return is attributable to the time value of the taxpayer's net
investment in the transaction. The amount of gain so realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate "applicable Federal rate," which rate is computed and
published monthly by the IRS, at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include any net capital
gain in total net investment income for the taxable year, for purposes of the
limitation on the deduction of interest on indebtedness incurred to purchase or
carry property held for investment to a taxpayer's net investment income.

     If the seller of a REMIC Residual Security reacquires the security, any
other residual interest in a REMIC or any similar interest in a "taxable
mortgage pool" (as defined in Section 7701(i) of the Internal Revenue Code)
within six months of the date of the sale, the sale will be subject to the "wash
sale" rules of Section 1091 of the Internal Revenue Code. In that event, any
loss realized by the holders of REMIC Residual Securities on the sale will not
be deductible, but instead will be added to the adjusted basis the holders of
REMIC Residual Securities in the newly acquired asset.

     Losses on the sale of a REMIC Regular Security in excess of a threshold
amount (which amount could need to be aggregated with similar or previous
losses) may require disclosure of such loss on an IRS Form 8886. Investors are
encouraged to consult with their tax advisors as to the need to file such forms.

Tax Return Disclosure and Investor List Requirements

     Recent Treasury regulations directed at potentially abusive tax shelter
activity appear to apply to transactions not conventionally regarded as tax
shelters. The regulations require taxpayers to report certain disclosures on IRS
Form 8886 if they participate in a "reportable transaction." Organizers and
sellers of the transaction are required to maintain records including investor
lists containing identifying information and to furnish those records to the IRS
upon demand. A transaction may be a "reportable transaction" based upon any of
several indicia, one or more of which may be present with respect to your
investment in the securities. There are significant penalties for failure to
comply with these disclosure requirements. Investors in REMIC Residual
Securities are encouraged to consult their own tax advisers concerning any
possible disclosure obligation with respect to their investment, and should be
aware that the depositor and other participants in the transaction intend to
comply with such disclosure and investor list maintenance requirements as they
determine apply to them with respect to the transaction.

Prohibited Transactions and Other Taxes

     The Internal Revenue Code imposes a prohibited transactions tax, which is a
tax on REMICs equal to 100% of the net income derived from prohibited
transactions. In general, subject to specified exceptions a prohibited
transaction means the disposition of a loan, the receipt of income from a source
other than


                                       118



any loan or other Permitted Investments, the receipt of compensation for
services, or gain from the disposition of an asset purchased with the payments
on the loans for temporary investment pending distribution on the REMIC
Securities. It is not anticipated that any REMIC will engage in any prohibited
transactions in which it would recognize a material amount of net income. In
addition, some contributions to a REMIC made after the day on which the REMIC
issues all of its interests could result in the imposition of a contributions
tax, which is a tax on the REMIC equal to 100% of the value of the contributed
property. Each pooling and servicing agreement or trust agreement will include
provisions designed to prevent the acceptance of any contributions that would be
subject to the tax.

     REMICs also are subject to federal income tax at the highest corporate rate
on "net income from foreclosure property," determined by reference to the rules
applicable to real estate investment trusts. "Net income from foreclosure
property" generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than
qualifying rents and other qualifying income for a real estate investment trust.
It is not anticipated that any REMIC will recognize "net income from foreclosure
property" subject to federal income tax.

     It is not anticipated that any material state or local income or franchise
tax will be imposed on any REMIC.

     To the extent permitted by then-applicable laws, any prohibited
transactions tax, contributions tax, tax on "net income from foreclosure
property" or state or local income or franchise tax that may be imposed on the
REMIC will be borne by the related master servicer, the servicer, the REMIC
administrator or the trustee in either case out of its own funds, provided that
the master servicer, the servicer, the REMIC administrator or the trustee, as
the case may be, has sufficient assets to do so, and provided further that the
tax arises out of a breach of the master servicer's, the servicer's, the REMIC
administrator's or the trustee's obligations, as the case may be, under the
related pooling and servicing agreement or trust agreement and relating to
compliance with applicable laws and regulations. Any tax not borne by the master
servicer, the servicer or the trustee will be payable out of the related trust
resulting in a reduction in amounts payable to holders of the related REMIC
Securities.

Termination

     A REMIC will terminate immediately after the distribution date following
receipt by the REMIC of the final payment from the loans or on a sale of the
REMIC's assets following the adoption by the REMIC of a plan of complete
liquidation. The last distribution on a REMIC Regular Security will be treated
as a payment in retirement of a debt instrument. In the case of a REMIC Residual
Security, if the last distribution on the REMIC Residual Security is less than
the securityholder's adjusted basis in the security, the securityholder should
be treated as realizing a loss equal to the amount of the difference, and the
loss may be treated as a capital loss.

Reporting and Other Administrative Matters

     Solely for purposes of the administrative provisions of the Internal
Revenue Code, a REMIC will be treated as a partnership and holders of REMIC
Residual Securities will be treated as partners. The master servicer, the
servicer, or the REMIC administrator, as applicable, will file REMIC federal
income tax returns on behalf of the related REMIC and will act as the "tax
matters person" for the REMIC in all respects, and may hold a nominal amount of
REMIC Residual Securities.

     As the tax matters person, the master servicer, the servicer, or the REMIC
administrator, as applicable, will have the authority to act on behalf of the
REMIC and the holders of REMIC Residual Securities in connection with the
administrative and judicial review of items of income, deduction, gain or loss
of the REMIC, as well as the REMIC's classification. Holders of REMIC Residual
Securities will be required to report the REMIC items consistently with their
treatment on the related REMIC's tax return and may in some circumstances be
bound by a settlement agreement between the master servicer, the servicer, or
the REMIC administrator, as applicable, as tax matters person, and the IRS
concerning any REMIC item.

     Adjustments made to the REMIC tax return may require a holder of a REMIC
Residual Securities to make corresponding adjustments on its return, and an
audit of the REMIC's tax return, or the


                                       119



adjustments resulting from an audit, could result in an audit of the
securityholder's return. No REMIC will be registered as a tax shelter under
Section 6111 of the Internal Revenue Code because it is not anticipated that any
REMIC will have a net loss for any of the first five taxable years of its
existence. Any person that holds a REMIC Residual Security as a nominee for
another person may be required to furnish to the related REMIC, in a manner to
be provided in Treasury regulations, the name and address of that person and
other information.

     Reporting of interest income, including any original issue discount, on
REMIC Regular Securities is required annually, and may be required more
frequently under Treasury regulations. These information reports are required
to be sent to individual holders of regular Interests and the IRS; holders of
REMIC Regular Securities that are corporations, trusts, securities dealers and
other non-individuals will be provided interest and original issue discount
income information and the information in the following paragraph on request in
accordance with the requirements of the applicable regulations. The information
must be provided by the later of 30 days after the end of the quarter for which
the information was requested, or two weeks after the receipt of the request.
The REMIC must also comply with rules requiring certain information to be
reported to the IRS. Reporting for the REMIC Residual Securities, including
income, excess inclusions, investment expenses and relevant information
regarding qualification of the REMIC's assets will be made as required under
the Treasury regulations, typically on a quarterly basis.

     As applicable, the REMIC Regular Security information reports will include
a statement of the adjusted issue price of the REMIC Regular Security at the
beginning of each accrual period. In addition, the reports will include
information required by regulations for computing the accrual of any market
discount. Because exact computation of the accrual of market discount on a
constant yield method requires information relating to the holder's purchase
price that the master servicer or the servicer will not have, the regulations
only require that information pertaining to the appropriate proportionate
method of accruing market discount be provided. See "--Taxation of Owners of
REMIC Regular Securities--Market Discount."

     The responsibility for complying with the foregoing reporting rules will
be borne by the master servicer or the servicer. Securityholders may request
any information with respect to the returns described in Section 1.6049-7(e)(2)
of the Treasury regulations. Any request should be directed to the master
servicer or the servicer at Residential Funding Company, LLC, 8400 Normandale
Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437.

BACKUP WITHHOLDING WITH RESPECT TO SECURITIES

     Payments of interest and principal, as well as payments of proceeds from
the sale of securities, may be subject to the "backup withholding tax" under
Section 3406 of the Internal Revenue Code if recipients of payments fail to
furnish to the payor certain information, including their taxpayer
identification numbers, or otherwise fail to establish an exemption from the
tax. Any amounts deducted and withheld from a distribution to a recipient would
be allowed as a credit against the recipient's federal income tax. Furthermore,
penalties may be imposed by the IRS on a recipient of payments that is required
to supply information but that does not do so in the proper manner.

FOREIGN INVESTORS IN REMIC REGULAR SECURITIES

     A holder of a REMIC Regular Security that is not a United States person
and is not subject to federal income tax as a result of any direct or indirect
connection to the United States in addition to its ownership of a REMIC Regular
Security will not be subject to United States federal income or withholding tax
on a distribution on a REMIC Regular Security, provided that the holder
complies to the extent necessary with certain identification requirements,
including delivery of a statement, signed by the securityholder under penalties
of perjury, certifying that the securityholder is not a United States person
and providing the name and address of the securityholder; this statement is
generally made on IRS Form W-8BEN and must be updated whenever required
information has changed or within three calendar years after the statement is
first delivered. For these purposes, United States person means a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in, or under the laws of, the


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United States, any state thereof or the District of Columbia, except, in the
case of a partnership, to the extent provided in regulations, provided that, for
purposes solely of the restrictions on the transfer of the residual interests,
no partnership or other entity treated as a partnership for United States
federal income tax purposes shall be treated as a United State person unless all
persons that own an interest in such partnership either directly or through any
entity that is not a corporation for United States federal income tax purposes
are required by the applicable operating agreement to be United States persons,
or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust. To the extent prescribed in regulations by the Secretary
of the Treasury which regulations have not yet been issued, a trust which was in
existence on August 20, 1996 (other than a trust treated as owned by the grantor
under subpart E of part I of subchapter J of chapter 1 of the Internal Revenue
Code), and which was treated as a United States person on August 19, 1996, may
elect to continue to be treated as a United States person regardless of the
previous sentence. It is possible that the IRS may assert that the foregoing tax
exemption should not apply to a REMIC Regular Security held by a holder of a
REMIC Residual Securities that owns directly or indirectly a 10% or greater
interest in the REMIC Residual Securities. If the holder does not qualify for
exemption, distributions of interest, including distributions of accrued
original issue discount, to the holder may be subject to a tax rate of 30%,
subject to reduction under any applicable tax treaty.

     Special rules apply to partnerships, estates and trusts, and in certain
circumstances certifications as to foreign status and other matters may be
required to be provided by partners and beneficiaries thereof.

     In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on the United
States shareholder's allocable portion of the interest income received by the
controlled foreign corporation.

     Further, it appears that a REMIC Regular Security would not be included in
the estate of a nonresident alien individual and would not be subject to United
States estate taxes. However, securityholders who are nonresident alien
individuals are encouraged to consult their tax advisors concerning this
question.

     Transfers of REMIC Residual Securities to investors that are not United
States persons will be prohibited under the related pooling and servicing
agreement or trust agreement.

NON-REMIC NOTES

     Status as Real Property Loans. Non-REMIC Notes held by a domestic building
and loan association will not constitute "loans . . .  secured by an interest
in real property" within the meaning of Code Section 7701(a)(19)(C)(v).
Non-REMIC Notes held by a real estate investment trust will not constitute real
estate assets within the meaning of Code Section 856(c)(5)(B). Interest on
notes will not be considered "interest on obligations secured by mortgages on
real property" within the meaning of Code Section 856(c)(3)(B).

     Taxation of Noteholders. Non-REMIC Notes generally will be subject to the
same rules of taxation as REMIC Regular Securities issued by a REMIC, except
that (1) income reportable on the notes is not required to be reported under
the accrual method unless the holder otherwise uses the accrual method and (2)
the special rule treating a portion of the gain on sale or exchange of a REMIC
Regular Certificate as ordinary income is inapplicable to the notes. See
"--Taxation of Owners of REMIC Regular Securities" and "--Matters Relevant to
Holders of All REMIC Securities--Sales of REMIC Securities" above. Also,
interest paid on a Non-REMIC note to a noteholder that is not a United States
Person will normally qualify for the exception from United States withholding
tax described in "--Matters Relevant to Holders of All REMIC
Securities--Foreign Investors in REMIC Securities" above, except, in addition
to the exceptions noted in that section, where the recipient is a holder,
directly or by attribution, of 10% or more of the capital or profits interest
in the issuer.


                                       121



                        STATE AND OTHER TAX CONSEQUENCES

     In addition to the federal income tax consequences described in "Material
Federal Income Tax Consequences," potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of
the certificates offered hereunder. State tax and local law may differ
substantially from the corresponding federal tax law, and the discussion above
does not purport to describe any aspect of the tax laws of any state or other
jurisdiction. Therefore, prospective investors are encouraged to consult their
tax advisors with respect to the various tax consequences of investments in the
certificates offered hereby.

                              ERISA CONSIDERATIONS

     Sections 404 and 406 of ERISA, impose fiduciary and prohibited transaction
restrictions on employee pension and welfare benefit plans subject to ERISA and
on various other retirement plans and arrangements, including bank collective
investment funds and insurance company general and separate accounts in which
those employee benefit plans and arrangements are invested. Section 4975 of the
Internal Revenue Code imposes essentially the same prohibited transaction
restrictions on certain tax-favored plans, including tax-qualified retirement
plans described in Section 401(a) of the Internal Revenue Code and individual
retirement accounts described in Section 408 of the Internal Revenue Code.

     Some employee benefit plans, including governmental plans, as defined in
Section 3(32) of ERISA, and, if no election has been made under Section 410(d)
of the Internal Revenue Code, church plans, as defined in Section 3(33) of
ERISA, are not subject to the ERISA requirements discussed in this prospectus.
Accordingly, assets of these plans may be invested in securities without regard
to the ERISA considerations described below, subject to the provisions of
applicable federal and state law. Any plan that is a tax-qualified plan and
exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue
Code, however, is subject to the prohibited transaction rules in Section 503(b)
of the Internal Revenue Code.

     Section 404 of ERISA imposes general fiduciary requirements, including
those of investment prudence and diversification and the requirement that a
Plan's investment be made in accordance with the documents governing the plan.
In addition, Section 406 of ERISA and Section 4975 of the Internal Revenue Code
prohibit a broad range of transactions involving assets of employee benefit
plans and arrangements and tax-favored plans, which are collectively referred
to in this prospectus as "ERISA plans," and persons, called "parties in
interest" under ERISA or "disqualified persons" under the Internal Revenue
Code, which are collectively referred to in this prospectus as "parties in
interest," who have specified relationships to the ERISA plans, unless some
statutory, regulatory or administrative exemption is available. Some parties in
interest that participate in a prohibited transaction may be subject to a
penalty, or an excise tax, imposed under Section 502(i) of ERISA or Section
4975 of the Internal Revenue Code, unless some statutory, regulatory or
administrative exemption is available for any transaction of this sort.

PLAN ASSET REGULATIONS

     An investment of assets of an ERISA plan in securities may cause the
underlying mortgage loans, contracts, private securities or any other assets
held in a trust or other entity to be deemed ERISA plan assets of the ERISA
plan. The U.S. Department of Labor, or DOL, has promulgated regulations at 29
C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, concerning
whether or not an ERISA plan's assets would be deemed to include an interest in
the underlying assets of an entity, including a trust, for purposes of applying
the general fiduciary responsibility provisions of ERISA and the prohibited
transaction provisions of ERISA and Section 4975 of the Internal Revenue Code,
when an ERISA plan acquires an "equity interest" in that entity. The DOL
regulations define the term "equity interest" as any interest in an entity other
than an instrument which is treated as indebtedness under applicable local law
and which has no "substantial equity features."


                                       122



     Exceptions contained in the DOL regulations provide that an ERISA plan's
assets will not include an undivided interest in each asset of an entity in
which it makes an equity investment if:

     o    the entity is an operating company;

     o    the equity investment made by the ERISA plan is either a
          "publicly-offered security" that is "widely held," both as defined in
          the DOL regulations, or a security issued by an investment company
          registered under the Investment Company Act of 1940, as amended; or

     o    "benefit plan investors" do not own 25% or more in value of any class
          of equity interests issued by the entity. For this purpose, "benefit
          plan investors" include ERISA plans and any entity whose underlying
          assets include ERISA plan assets by reason of an ERISA plan's
          investment in the entity.

     Some of the rules contained in the DOL regulations provide that ERISA plan
assets may be deemed to include an undivided interest in each asset of an
entity, such as a trust, in which an ERISA plan makes an equity investment.
Therefore, unless the accompanying prospectus supplement indicates otherwise,
ERISA plans and entities deemed to hold ERISA plan assets should not acquire or
hold certificates, or notes which may be deemed to have "substantial equity
features," in reliance upon the availability of any exception under the DOL
regulations described above. For purposes of this section, the terms "ERISA
plan assets" and "assets of an ERISA plan" have the meanings assigned in the
DOL regulations and include an undivided interest in the underlying assets of
entities in which an ERISA plan holds an equity interest.

     Under the DOL regulations, the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Internal Revenue Code may apply to
a trust and cause the depositor, the master servicer, any servicer, any
subservicer, the Administrator, the trustee, the owner trustee, the indenture
trustee, the obligor under any credit enhancement mechanism or affiliates of
those entities to be considered or become parties in interest for an investing
ERISA plan or an ERISA plan holding an interest in an ERISA-subject investment
entity. If so, the acquisition or holding of securities by or on behalf of the
investing ERISA plan could also give rise to a prohibited transaction under
ERISA and Section 4975 of the Internal Revenue Code, unless some statutory,
regulatory or administrative exemption is available. Securities acquired by an
ERISA plan would be assets of that ERISA plan. Under the DOL regulations, a
trust, including the mortgage loans, private securities or any other assets
held in the trust, may also be deemed to be assets of each ERISA plan that
acquires certificates or notes deemed to have "substantial equity features."
Special caution should be exercised before ERISA plan assets are used to
acquire a security in those circumstances, especially if, for the ERISA plan
assets, the depositor, the master servicer, any servicer, any subservicer, the
Administrator, the trustee, the obligor under any credit enhancement mechanism
or an affiliate thereof either:

     o    has investment discretion with respect to the investment of the ERISA
          plan assets; or

     o    has authority or responsibility to give, or regularly gives,
          investment advice (direct or indirect) with respect to the ERISA plan
          assets for a fee under an agreement or understanding that this advice
          will serve as a primary basis for investment decisions with respect to
          the ERISA plan assets.

     Any person who has discretionary authority or control with respect to the
management or disposition of ERISA plan assets, and any person who provides
investment advice with respect to the ERISA plan assets for a fee (in the
manner described above), is a fiduciary of the investing ERISA plan. If the
mortgage loans, private securities or any other assets held in a trust were to
constitute ERISA plan assets, then any party exercising management or
discretionary control with respect to those ERISA plan assets may be deemed to
be a "fiduciary," and thus subject to the general fiduciary requirements of
ERISA and the prohibited transaction provisions of ERISA and Section 4975 of
the Internal Revenue Code, for any investing ERISA plan. In addition, if the
mortgage loans, private securities or any other assets held in a trust were to
constitute ERISA plan assets, then the acquisition or holding of securities by,
or on behalf of an ERISA plan or with ERISA plan assets, as well as the
operation of the trust, may constitute or result in a prohibited transaction
under ERISA and Section 4975 of the Internal Revenue Code.


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PROHIBITED TRANSACTION EXEMPTIONS

     The DOL has issued an individual prohibited transaction exemption, or PTE,
94-29, 59 Fed. Reg. 14674 (March 29, 1994), as most recently amended by PTE
2002-41, 67 Fed. Reg. 54487 (August 22, 2002), referred to as the Issuer
Exemption, to Residential Funding Company, LLC and a number of its affiliates.
The Issuer Exemption generally exempts from the application of some of the
prohibited transaction provisions of Section 406 of ERISA and Section 4975 of
the Internal Revenue Code, various transactions, among others, relating to the
servicing and operation of pools of secured obligations of some types,
including mortgage loans, contracts and private securities, which are held in a
trust or by another "issuer" and the purchase, sale and holding of pass-through
certificates or debt instruments, collectively referred to in this section as
"securities," issued by a trust or other issuer as to which:

     o    the depositor or any of its affiliates is the sponsor if any entity
          which has received from the DOL an individual prohibited transaction
          exemption which is similar to the Issuer Exemption is the sole
          underwriter, a manager or co-manager of the underwriting syndicate or
          a selling or placement agent; or

     o    the depositor or an affiliate is the underwriter or placement agent,

provided that the conditions described in the Issuer Exemption are satisfied.
For purposes of this section, the term "underwriter" includes:

     o    the depositor and a number of its affiliates;

     o    any person directly or indirectly, through one or more intermediaries,
          controlling, controlled by or under common control with the depositor
          and a number of its affiliates;

     o    any member of the underwriting syndicate or selling group of which a
          person described in the two clauses just above is a manager or
          co-manager with respect to a class of securities; or

     o    any entity which has received from the DOL an exemption called an
          asset-backed exemption relating to securities which is substantially
          similar to the Issuer Exemption.

     The Issuer Exemption sets forth several general conditions (certain of
which are described below) which must be satisfied for a transaction involving
the purchase, sale and holding of certificates to be eligible for exemptive
relief thereunder.

     o    The certificates issued by an issuer must represent a beneficial
          ownership interest in the assets of an issuer that is a trust and
          which interest entitles the holder of the certificates to certain
          payments with respect to the assets of the trust.

     o    The assets of the trust must consist solely of certain types of
          obligations, property, cash accounts or certain permitted contractual
          rights. There are six permitted types of obligations including certain
          consumer receivables, credit instruments, obligations secured by
          residential or commercial real property, obligations secured by motor
          vehicles or equipment, guaranteed governmental mortgage pool
          certificates and fractional undivided interests in any of the above.
          Permitted contractual rights include rights of the trustee under the
          relevant pooling and servicing agreement, rights under any insurance
          policies, and rights under eligible yield supplement agreements,
          eligible swap agreements or other credit support arrangements. The
          Issuer Exemption also requires that each trust meet the following
          requirements:

          o    the trust must consist solely of assets of the type that have
               been included in other investment pools;

          o    securities evidencing interests in those other investment pools
               must have been rated in one of the four highest categories of one
               of the exemption rating agencies for at least one year prior to
               the acquisition of certificates by or on behalf of an ERISA plan
               or with ERISA plan assets in reliance on an asset-backed
               exemption; and

          o    securities in the other investment pools must have been purchased
               by investors other than ERISA plans for at least one year prior
               to any acquisition of certificates by or on behalf of an ERISA
               plan or with ERISA plan assets in reliance on an asset-backed
               exemption.


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     o    The acquisition of certificates by an ERISA plan or with ERISA plan
          assets must be on terms that are at least as favorable to the ERISA
          plan as they would be in an arm's-length transaction with an unrelated
          party.


     o    Certificates must evidence rights and interests that are not
          subordinated to the rights and interests evidenced by the other
          certificates of the same trust, unless none of the mortgage loans or
          other assets has an LTV ratio or CLTV ratio that exceeds 100% at the
          date of issuance of the certificates.

     o    At the time of acquisition by an ERISA plan or with ERISA plan assets,
          the certificates must be rated in one of the four highest generic
          rating categories by Standard & Poor's, a division of The McGraw Hill
          Companies, Inc., Moody's Investors Service, Inc. or Fitch Ratings,
          called the exemption rating agencies, if none of the mortgage loans or
          other assets has an LTV ratio or CLTV ratio that exceeds 100% at the
          date of issuance of the certificates.

     o    If the LTV ratio or CLTV ratio of any one- to four-family residential
          mortgage loan or home equity loan held in the trust exceeds 100% but
          does not exceed 125% (based on fair market value at the date of
          issuance of the certificates), the certificates must (a) be rated in
          one of the two highest generic categories by the exemption rating
          agencies and (b) not be subordinate to other certificates issued by
          the issuer.

     o    The Issuer Exemption will not apply to any of the certificates if:

          o    any mortgage loan or other asset held in the trust (other than a
               one- to four-family residential mortgage loan or closed-end home
               equity loan) has an LTV ratio or CLTV ratio that exceeds 100% at
               the date of issuance of the certificates; or

          o    any one- to four-family residential mortgage loan or closed-end
               home equity loan has an LTV ratio or CLTV ratio that exceeds 125%
               at the date of issuance of the certificates.

     o    The trustee cannot be an affiliate of any other member of the
          restricted group (which consists of any underwriter, the depositor,
          the master servicer, the Certificate Administrator, any servicer, any
          subservicer, the trustee, the swap counterparty in any eligible swap
          arrangement and any mortgagor with respect to assets of a trust
          constituting more than 5% of the aggregate unamortized principal
          balance of the assets in the related trust as of the date of initial
          issuance of the certificates) other than an underwriter.

     o    The sum of all payments made to and retained by the underwriters must
          represent not more than reasonable compensation for underwriting the
          certificates; the sum of all payments made to and retained by the
          depositor pursuant to the assignment of the assets to the related
          trust must represent not more than the fair market value of those
          obligations; and the sum of all payments made to and retained by the
          master servicer, the Certificate Administrator, any servicer and any
          subservicer must represent not more than reasonable compensation for
          that person's services under the related pooling and servicing
          agreement or trust agreement and reimbursement of that person's
          reasonable expenses in connection therewith.

     o    The investing ERISA plan or ERISA plan asset investor must be 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.

     o    For issuers other than common-law trusts, the documents establishing
          the issuer and governing the transaction must contain provisions as
          described in the Issuer Exemption that are intended to protect the
          assets of the issuer from creditors of the depositor.

     o    If a particular class of securities held by an ERISA plan involves a
          "ratings dependent swap" or a "non-ratings dependent swap"
          (collectively, a "swap" or "swap agreement") entered into by the trust
          that issued such securities, then each particular swap transaction
          relating to such securities must be (a) an "eligible swap," (b) with
          an "eligible counterparty," (c) meet certain additional conditions
          which depend on whether the swap is a "ratings dependent swap" or a


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          "non-ratings dependent swap" and (d) permit the trust to make
          termination payments to the swap counterparty (other than currently
          scheduled payments) solely from excess spread or amounts otherwise
          payable to the servicer, depositor or seller. Securities to which one
          or more swap agreements apply may be acquired or held only by
          "qualified plan investors."

     An "eligible swap" is one which (a) is denominated in U.S. dollars, (b)
pursuant to which the trust pays or receives on or immediately prior to the
respective payment or distribution date for the class of securities to which
the swap relates, a fixed rate of interest or a floating rate of interest based
on a publicly available index (e.g., LIBOR or the U.S. Federal Reserve's Cost
of Funds Index (COFI)), with the trust receiving such payments on at least a
quarterly basis and obligated to make separate payments no more frequently than
the counterparty, with all simultaneous payments being netted ("allowable
interest rate"), (c) has a notional amount that does not exceed either (i) the
principal balance of the class of securities to which the swap related, or (ii)
the portion of the principal balance of such class represented by obligations
("allowable notional amount"), (d) is not leveraged (i.e., payments are based
on the applicable notional amount, the day count fractions, the fixed or
floating rates permitted above, and the difference between the products
thereof, calculated on a one-to-one ratio and not on a multiplier of such
difference) ("leveraged"), (e) has a final termination date that is either the
earlier of the date on which the issuer terminates or the related class of
securities are fully repaid, and (f) does not incorporate any provision which
could cause a unilateral alteration in the requirements described in (a)
through (d) above.

     An "eligible counterparty" means a bank or other financial institution
which has a rating at the date of issuance of the securities which is in one of
the three highest long-term credit rating categories, or one of the two highest
short-term credit rating categories, utilized by at least one of the exemption
rating agencies rating the securities; provided that, if a counterparty is
relying on its short-term rating to establish eligibility, such counterparty
must either have a long-term rating in one of the three highest long-term
rating categories or not have a long-term rating from the applicable exemption
rating agency.

     A "qualified plan investor" is a plan for which the decision to buy such
class of securities is made by an independent fiduciary qualified to understand
the swap transaction and the effect the swap would have on the rating of the
securities, which fiduciary must (a) be a "qualified professional asset
manager" ("QPAM") under PTCE 84-14, (b) be an "in-house asset manager" under
PTCE 96-23, or (c) have total assets (both plan and non-plan) under management
of at least $100 million at the time the securities are acquired by the plan.

     In "ratings dependent swaps" (where the rating of a class of securities is
dependent on the terms and conditions of the swap and the rating of the
counterparty), the swap agreement must provide that if the credit rating of the
counterparty is withdrawn or reduced by any exemption rating agency below a
level specified by the exemption rating agency, the servicer must, within the
period specified under the Pooling and Servicing Agreement (a) obtain a
replacement swap agreement with an eligible counterparty which is acceptable to
the exemption rating agency and the terms of which are substantially the same
as the current swap agreement (at which time the earlier swap agreement must
terminate), or (b) cause the swap counterparty to establish any
collateralization or other arrangement satisfactory to the exemption rating
agency such that the then current rating by the exemption rating agency of the
particular class of securities will not be withdrawn or reduced (and the terms
of the swap agreement must specifically obligate the counterparty to perform
these duties for any class of securities with a term of more than one year). In
the event that the servicer fails to meet these obligations, holders of the
securities that are employee benefit plans or other retirement arrangements
must be notified in the immediately following periodic report which is provided
to the holders of the securities but in no event later than the end of the
second month beginning after the date of such failure. Sixty days after the
receipt of such report, the exemptive relief provided under the underwriter
exemption will prospectively cease to be applicable to any class of securities
held by an employee benefit plan or other retirement arrangement which involves
such ratings dependent swap.

     "Non-ratings dependent swaps" (those where the rating of the securities
does not depend on the terms and conditions of the swap or the rating of the
counterparty) are subject to the following conditions. If the credit rating of
the counterparty is withdrawn or reduced below the lowest level permitted
above, the servicer will, within a specified period after such rating
withdrawal or reduction (a) obtain a


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replacement swap agreement with an eligible counterparty, the terms of which
are substantially the same as the current swap agreement (at which time the
earlier swap agreement must terminate), (b) cause the counterparty to post
collateral with the trust in an amount equal to all payments owed by the
counterparty if the swap transaction were terminated, or (c) terminate the swap
agreement in accordance with its terms. With respect to a non-ratings dependent
swap, each exemption rating agency must confirm, as of the date of issuance of
securities by the Trust, that entering into such swap will not affect the
rating of the securities.

     The Issuer Exemption also permits yield supplement agreements to be assets
of a trust fund if certain conditions are satisfied.

     An "eligible yield supplement agreement" is any yield supplement agreement
or similar arrangement or (if purchased by or on behalf of the trust) an
interest rate cap contract to supplement the interest rates otherwise payable
on obligations held by the trust fund ("EYS Agreement"). If the EYS Agreement
has a notional principal amount, the EYS Agreement may only be held as an asset
of the trust fund if it meets the following conditions: (a) it is denominated
in U.S. dollars; (b) it pays an allowable interest rate; (c) it is not
leveraged; (d) it does not allow any of these three preceding requirements to
be unilaterally altered without the consent of the trustee; (e) it is entered
into between the trust and an eligible counterparty; and (f) it has an
allowable notional amount.

     The exemptive relief afforded by the Issuer Exemption does not apply to
any securities where the related trust contains revolving credit loans or
unsecured loans. In addition, except as otherwise specified in the accompanying
prospectus supplement, the exemptive relief afforded by the Issuer Exemption
may not apply to any securities where the related trust contains certain
purchase obligations, a swap, a yield maintenance agreement, a pre-funding
arrangement or Mexico Loans.

     An ERISA plan fiduciary or other investor of ERISA plan assets
contemplating purchasing securities must make its own determination that the
general conditions described above will be satisfied with respect to those
securities. In the case of notes, additional conditions to the exemptive relief
available under the Issuer Exemption require that customary bankruptcy law
opinions be provided to the trustee and that the trust agreement include
specified bankruptcy law related protections for the noteholders. Unless
otherwise specified in the prospectus supplement related to an issuance of
notes, the depositor expects that those additional conditions will be
satisfied.

     If the general conditions of the Issuer Exemption are satisfied, the
Issuer Exemption may provide an exemption, from the application of the
prohibited transaction provisions of Sections 406(a) and 407(a) of ERISA and
Sections 4975(c)(1)(A) through (D) of the Internal Revenue Code, in connection
with the direct or indirect sale, exchange, transfer, holding or the direct or
indirect acquisition or disposition in the secondary market of securities by an
ERISA plan or with ERISA plan assets. However, no exemption is provided from
the restrictions of Sections 406(a)(1)(E) and 406(a)(2) of ERISA for the
acquisition or holding of a security by an excluded ERISA plan or with ERISA
plan assets of an excluded ERISA plan by any person who has discretionary
authority or renders investment advice with respect to ERISA plan assets of the
excluded ERISA plan. For purposes of the securities, an "excluded ERISA plan"
is an ERISA plan sponsored by any member of the restricted group.

     If certain additional conditions of the Issuer Exemption are also
satisfied, the Issuer Exemption may provide an exemption, from the application
of the prohibited transaction provisions of Sections 406(b)(1) and (b)(2) of
ERISA and Section 4975(c)(1)(E) of the Internal Revenue Code, in connection
with:

     o    the direct or indirect sale, exchange or transfer of securities in the
          initial issuance of securities between the depositor or an underwriter
          and an ERISA plan when the person who has discretionary authority or
          renders investment advice with respect to the investment of the
          relevant ERISA plan assets in the certificates is:

          o    a borrower with respect to 5% or less of the fair market value of
               the assets of a trust; or

          o    an affiliate of that person,

          provided that, if the securities are acquired in connection with their
          initial issuance, the quantitative restrictions described in the
          Issuer Exemption are met;


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     o    the direct or indirect acquisition or disposition in the secondary
          market of securities by an ERISA plan or by a person investing ERISA
          plan assets; and

     o    the holding of securities by an ERISA plan or with ERISA plan assets.

     Additionally, if specific conditions of the Issuer Exemption are
satisfied, the Issuer Exemption may provide an exemption, from the application
of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a)
of ERISA and Section 4975 of the Internal Revenue Code, for transactions in
connection with the servicing, management and operation of the mortgage pools
or contract pools. The accompanying prospectus supplement will specify whether
the depositor expects that the specific conditions of the Issuer Exemption
required for this purpose should be satisfied with respect to the securities so
that the Issuer Exemption should provide an exemption, from the application of
the prohibited transaction provisions of Sections 406(a) and (b) of ERISA and
Section 4975 of the Internal Revenue Code, for transactions in connection with
the servicing, management and operation of the mortgage pools and contract
pools, provided that the general conditions of the Issuer Exemption are
satisfied.

     The Issuer Exemption also may provide an exemption, from the application
of the prohibited transaction provisions of Sections 406(a) and 407(a) of ERISA
and Sections 4975(c)(1)(A) through (D) of the Internal Revenue Code, if those
restrictions are deemed to otherwise apply merely because a person is deemed to
be a party in interest with respect to an investing ERISA plan, or an ERISA
plan holding interests in the investing entity holding ERISA plan assets, by
virtue of providing services to the ERISA plan or by virtue of having specified
relationships to such a person, solely as a result of the ERISA plan's
ownership of securities.

     Before purchasing a security, a fiduciary or other investor of ERISA plan
assets should itself confirm that the certificates or notes constitute
"securities" for purposes of the Issuer Exemption and that the specific and
general conditions and the other requirements described in the Issuer Exemption
would be satisfied. In addition to making its own determination as to the
availability of the exemptive relief provided in the Issuer Exemption, the
fiduciary or other ERISA plan asset investor should consider its general
fiduciary obligations under ERISA in determining whether to purchase any
securities with ERISA plan assets.

     Any fiduciary or other ERISA plan asset investor that proposes to purchase
securities on behalf of an ERISA plan or with ERISA plan assets should consult
with its counsel on the potential applicability of ERISA and the Internal
Revenue Code to that investment and the availability of the Issuer Exemption or
any DOL prohibited transaction class exemption, or PTCE, in connection
therewith. In particular, in connection with a contemplated purchase of
certificates representing a beneficial ownership interest in a pool of
single-family residential first or second mortgage loans or Agency Securities,
the fiduciary or other ERISA plan asset investor should consider the
availability of PTCE 83-1 for various transactions involving mortgage pool
investment trusts. However, PTCE 83-1 does not provide exemptive relief with
respect to securities evidencing interests in trusts which include mortgage
loans secured by third or more junior liens, revolving credit loans, loans on
unimproved land, contracts, Cooperative Loans, multifamily or mixed-use
mortgage loans or some types of private securities, or which contain a swap, a
pre-funding arrangement or Mexico Loans. In addition, the fiduciary or other
ERISA plan asset investor should consider the availability of other class
exemptions granted by the DOL, which provide relief from certain of the
prohibited transaction provisions of ERISA and the related excise tax
provisions of Section 4975 of the Internal Revenue Code, including PTCE 95-60,
regarding transactions by insurance company general accounts; PTCE 84-14,
regarding transactions effected by a "qualified professional asset manager";
PTCE 90-1, regarding transactions by insurance company pooled separate
accounts; PTCE 91-38, regarding investments by bank collective investment
funds; and PTCE 96-23, regarding transactions effected by an "in-house asset
manager" (each, an "Investor-Based Exemption"). In addition to the
Investor-Based Exemptions listed above, Section 408(b)(17) of ERISA provides a
statutory exemption for certain prohibited transactions between an ERISA plan
and a person or an entity that is a party in interest to such ERISA plan (other
than a party in interest that is a fiduciary, or its affiliate, that has or
exercises discretionary authority or control or renders investment advice with
respect to the assets of the ERISA plan involved in the transaction) solely by
reason of providing services to the ERISA plan, but


                                      128


only if the ERISA plan pays no more, or receives no less, than adequate
consideration (the "Service Provider Exemption"). The Investor-Based Exemptions
and the Service Provider Exemption may not provide exemptive relief for all
transactions for which exemptive relief is provided by the Issuer Exemption.
The accompanying prospectus supplement may contain additional information
regarding the application of the Issuer Exemption, the Investor-Based
Exemptions, other DOL exemptions or the Service Provider Exemption for the
securities offered thereby. There can be no assurance that any of these
exemptions will apply with respect to any particular ERISA plan's or other
ERISA plan asset investor's investment in the securities or, even if an
exemption were deemed to apply, that any exemption would apply to all
prohibited transactions that may occur in connection with this form of
investment.


CONSIDERATIONS FOR ERISA PLANS REGARDING THE PURCHASE OF NOTES

     An ERISA plan fiduciary or other ERISA plan asset investor considering an
investment in notes should consider the availability of some class exemptions
granted by the DOL, which provide relief from some of the prohibited
transaction provisions of ERISA and the related excise tax provisions of
Section 4975 of the Internal Revenue Code, including the Investor-Based
Exemptions listed above. The Issuer Exemption may also be available to exempt
the investment in notes, provided that the conditions described in "Prohibited
Transaction Exemptions" are satisfied and prior to the issuance of any notes, a
legal opinion is received which states that the noteholders have a perfected
security interest in the Issuer's assets. The accompanying prospectus
supplement may contain additional information regarding the application of the
Investor-Based Exemptions, the Issuer Exemption, other DOL exemptions or the
Service Provider Exemption for notes offered by this prospectus.


INSURANCE COMPANY GENERAL ACCOUNTS

     Insurance companies contemplating the investment of general account assets
in the securities should consult with their legal advisors with respect to the
applicability of Section 401(c) of ERISA. The DOL issued final regulations
under Section 401(c) which were published in the Federal Register on January 5,
2000 and became generally applicable on July 5, 2001.


REPRESENTATIONS FROM INVESTING ERISA PLANS

     If the criteria specified in the Issuer Exemption as described above are
not satisfied by (a) one or more classes of certificates, or (b) a trust or the
mortgage loans, contracts, mortgage securities and other assets held by the
trust, then the accompanying prospectus supplement will specify whether or not
transfers of those certificates to (i) an ERISA plan, (ii) a trustee or other
person acting on behalf of any ERISA plan, or (iii) any other person using
ERISA plan assets to effect the acquisition, will be registered by the trustee,
and whether or not such registration shall be subject to the condition that the
transferee provides the depositor, the trustee and the master servicer with an
opinion of counsel satisfactory to the depositor, the trustee and the master
servicer, which opinion will not be at the expense of the depositor, the
trustee or the master servicer, that the purchase of the certificates by or on
behalf of the ERISA plan or with ERISA plan assets:

     o    is permissible under applicable law;

     o    will not constitute or result in any non-exempt prohibited transaction
          under ERISA or Section 4975 of the Internal Revenue Code; and

     o    will not subject the depositor, the trustee or the master servicer to
          any obligation in addition to those undertaken in the pooling and
          servicing or trust agreement.

     Except as otherwise specified in the accompanying prospectus supplement,
each beneficial owner of a subordinate security offered by this prospectus and
the accompanying prospectus supplement (or any interest therein) shall be
deemed to have represented, by virtue of its acquisition or holding of such
security (or interest therein), that either:

     o    it is not an ERISA plan, a trustee or other person acting on behalf of
          an ERISA plan, or any other person using ERISA plan assets to effect
          such acquisition or holding;


                                      129


     o    it has acquired and is holding such subordinate securities in reliance
          on the Issuer Exemption and it understands that there are certain
          conditions to the availability of the Issuer Exemption including that
          the subordinate securities must be rated, at the time of acquisition,
          in one of the four highest generic rating categories by at least one
          of the exemption rating agencies; or

     o    (1) such acquirer or holder is an insurance company, (2) the source of
          funds used to acquire or hold such security (or interest therein) is
          an "insurance company general account" (as defined in PTCE 95-60), and
          (3) the conditions set forth in Section I and III of PTCE 95-60 have
          been satisfied.

     If any subordinate security (or any interest therein) is acquired or held
in violation of the conditions described in the preceding paragraph, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
the subordinate security, retroactive to the date of transfer to the purported
beneficial owner. Any purported beneficial owner whose acquisition or holding
of any subordinate security (or interest therein) was effected in violation of
the conditions described in the preceding paragraph shall indemnify and hold
harmless the depositor, the trustee, the master servicer, any subservicer and
the trust from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.


TAX-EXEMPT INVESTORS; REMIC RESIDUAL SECURITIES

     An ERISA plan that is a Tax-Exempt Investor nonetheless will be subject to
federal income taxation to the extent that its income is "unrelated business
taxable income," or UBTI, within the meaning of Section 512 of the Internal
Revenue Code. All "excess inclusions" of a REMIC allocated to a REMIC Residual
Security held by a Tax-Exempt Investor will be considered UBTI and thus will be
subject to federal income tax. See "Material Federal Income Tax
Consequences--Taxation of Owners of REMIC Residual Securities--Excess
Inclusions." Income as to certificates and other equity interests in a trust
which has issued notes would be "debt-financed income" and therefore would be
UBTI for ERISA plans investing in those equity interests. In addition, the
exemptive relief afforded by the Issuer Exemption does not apply to the
purchase, sale or holding of any class of REMIC Residual Securities.


CONSULTATION WITH COUNSEL

     There can be no assurance that the Issuer Exemption or any other DOL
exemption will apply with respect to any particular ERISA plan that acquires
the securities or, even if all of the specified conditions were satisfied, that
the exemption would apply to all transactions involving a trust. Prospective
ERISA plan investors should consult with their legal counsel concerning the
impact of ERISA and the Internal Revenue Code and the potential consequences to
their specific circumstances prior to making an investment in the securities.

     Before purchasing a security in reliance on any DOL exemption, a fiduciary
of an ERISA plan should itself confirm that all of the specific and general
conditions described in the Issuer Exemption or one of the other DOL exemptions
would be satisfied. Before purchasing a security or note in reliance on the
Issuer Exemption, an ERISA plan fiduciary should itself confirm that the
security or note constitutes a "security" for purposes of the Issuer Exemption.
In addition to making its own determination as to the availability of the
exemptive relief provided in the Issuer Exemption or any other DOL exemption,
an ERISA plan fiduciary should consider its general fiduciary obligations under
ERISA in determining whether to purchase a security on behalf of an ERISA plan.


                           LEGAL INVESTMENT MATTERS

     Each class of securities offered hereby and by the accompanying prospectus
supplement will be rated at the date of issuance in one of the four highest
rating categories by at least one rating agency. If stated in the accompanying
prospectus supplement, classes that are, and continue to be, rated in one of
the two highest rating categories by at least one nationally recognized
statistical rating organization will constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as
amended, or SMMEA, and, as such, will be legal investments for persons, trusts,
corporations,


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partnerships, associations, business trusts and business entities (including
depository institutions, life insurance companies and pension funds) created
under or existing under the laws of the United States or of any State whose
authorized investments are subject to state regulation to the same extent that,
under applicable law, obligations issued by or guaranteed as to principal and
interest by the United States or any agency or instrumentality thereof
constitute legal investments for those entities. Under SMMEA, if a State
enacted legislation on or prior to October 3, 1991 specifically limiting the
legal investment authority of any of these entities for "mortgage related
securities," these securities will constitute legal investments for entities
subject to the legislation only to the extent provided therein. Certain States
enacted legislation which overrides the preemption provisions of SMMEA. SMMEA
provides, however, that in no event will the enactment of any such legislation
affect the validity of any contractual commitment to purchase, hold or invest
in "mortgage related securities," or require the sale or other disposition of
the securities, so long as the contractual commitment was made or the
securities acquired prior to the enactment of the legislation.

     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in these securities, and
national banks may purchase these securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C.  Section 24 (Seventh), subject in each case to any
regulations that the applicable federal regulatory authority may prescribe.

     The 1998 Policy Statement was adopted by the Federal Reserve Board, the
Office of the Comptroller of the Currency, the FDIC, the National Credit Union
Administration, or NCUA and the OTS with an effective date of May 26, 1998. The
1998 Policy Statement rescinded a 1992 policy statement that had required,
prior to purchase, a depository institution to determine whether a mortgage
derivative product that it was considering acquiring was high-risk, and, if so,
required that the proposed acquisition would reduce the institution's overall
interest rate risk. The 1998 Policy Statement eliminates constraints on
investing in certain "high-risk" mortgage derivative products and substitutes
broader guidelines for evaluating and monitoring investment risk.

     The OTS has issued Thrift Bulletin 73a, entitled "Investing in Complex
Securities" or TB 73a, which is effective as of December 18, 2001 and applies
to savings associations regulated by the OTS, and Thrift Bulletin 13a, entitled
"Management of Interest Rate Risk, Investment Securities, and Derivatives
Activities", or TB 13a, which is effective as of December 1, 1998, and applies
to thrift institutions regulated by the OTS.

     One of the primary purposes of TB 73a is to require savings associations,
prior to taking any investment position, to determine that the investment
position meets applicable regulatory and policy requirements (including those
set forth TB 13a (see below)) and internal guidelines, is suitable for the
institution, and is safe and sound. The OTS recommends, with respect to
purchases of specific securities, additional analysis, including, among others,
analysis of repayment terms, legal structure, expected performance of the
issuer and any underlying assets as well as analysis of the effects of payment
priority, with respect to a security which is divided into separate tranches
with unequal payments, and collateral investment parameters, with respect to a
security that is pre-funded or involves a revolving period. TB 73a reiterates
the OTS's due diligence requirements for investing in all securities and warns
that if a savings association makes an investment that does not meet the
applicable regulatory requirements, the savings association's investment
practices will be subject to criticism, and the OTS may require divestiture of
such securities. The OTS also recommends, with respect to an investment in any
complex securities, that savings associations should take into account quality
and suitability, marketability, interest rate risk, and classification factors.
For the purposes of each of TB 73a and TB 13a, "complex security" includes
among other things any collateralized mortgage obligation or real estate
mortgage investment conduit security, other than any "plain vanilla" mortgage
pass-through security (that is, securities that are part of a single class of
securities in the related pool that are non-callable and do not have any
special features). Accordingly, all classes of the offered securities would
likely be viewed as "complex securities." With respect to quality and
suitability factors, TB 73a warns:


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     o    that a savings association's sole reliance on outside ratings for
          material purchases of complex securities is an unsafe and unsound
          practice,

     o    that a savings association should only use ratings and analyses from
          nationally recognized rating agencies in conjunction with, and in
          validation of, its own underwriting processes, and

     o    that it should not use ratings as a substitute for its own thorough
          underwriting analyses.

With respect the interest rate risk factor, TB 73a recommends that savings
associations should follow the guidance set forth in TB 13a.

     One of the primary purposes of TB 13a is to require thrift institutions,
prior to taking any investment position, to:

     o    conduct a pre-purchase portfolio sensitivity analysis for any
          "significant transaction" involving securities or financial
          derivatives, and

     o    conduct a pre-purchase price sensitivity analysis of any "complex
          security" or financial derivative.

     The OTS recommends that while a thrift institution should conduct its own
in-house pre-acquisition analysis, it may rely on an analysis conducted by an
independent third party as long as management understands the analysis and its
key assumptions. Further, TB 13a recommends that the use of "complex securities
with high price sensitivity" be limited to transactions and strategies that
lower a thrift institution's portfolio interest rate risk. TB 13a warns that
investment in complex securities by thrift institutions that do not have
adequate risk measurement, monitoring and control systems may be viewed by the
OTS examiners as an unsafe and unsound practice.

     Prospective investors in the securities, including in particular the
classes of securities that do not constitute "mortgage related securities" for
purposes of SMMEA, should consider the matters discussed in the following
paragraph.

     There may be other restrictions on the ability of some investors either to
purchase some classes of securities or to purchase any class of securities
representing more than a specified percentage of the investors' assets. The
depositor will make no representations as to the proper characterization of any
class of securities for legal investment or other purposes, or as to the
ability of particular investors to purchase any class of securities under
applicable legal investment restrictions. These uncertainties may adversely
affect the liquidity of any class of securities. Accordingly, all investors
whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements or review by regulatory
authorities should consult with their own legal advisors in determining whether
and to what extent the securities of any class constitute legal investments or
are subject to investment, capital or other restrictions, and, if applicable,
whether SMMEA has been overridden in any jurisdiction relevant to the investor.


                                 USE OF PROCEEDS

     Substantially all of the net proceeds to be received by the depositor from
the sale of securities will be applied by the depositor to finance the purchase
of, or to repay short-term loans incurred to finance the purchase of, the loans
underlying the securities or will be used by the depositor for general
corporate purposes. The depositor expects that it will make additional sales of
securities similar to the securities from time to time, but the timing and
amount of any additional offerings will be dependent on a number of factors,
including the volume of loans purchased by the depositor, prevailing interest
rates, availability of funds and general market conditions.


                             METHODS OF DISTRIBUTION

     The securities offered hereby and by the accompanying prospectus
supplements will be offered in series through one or more of the methods
described below. The prospectus supplement prepared for each series will
describe the method of offering being utilized for that series and will state
the net proceeds to the depositor from that sale.


                                      132


     The depositor intends that securities will be offered through the
following methods from time to time and that offerings may be made concurrently
through more than one of these methods or that an offering of a particular
series of securities may be made through a combination of two or more of the
following methods:

     o    by negotiated firm commitment or best efforts underwriting and public
          re-offering by underwriters;

     o    by placements by the depositor with institutional investors through
          dealers; and

     o    by direct placements by the depositor with institutional investors.

     In addition, if specified in the accompanying prospectus supplement, a
series of securities may be offered in whole or in part in exchange for the
loans, and other assets, if applicable, that would comprise the trust securing
the securities.

     If underwriters are used in a sale of any securities, other than in
connection with an underwriting on a best efforts basis, the securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at
fixed public offering prices or at varying prices to be determined at the time
of sale or at the time of commitment therefor. These underwriters may be
broker-dealers affiliated with the depositor whose identities and relationships
to the depositor will be as described in the accompanying prospectus
supplement. The managing underwriter or underwriters for the offer and sale of
a particular series of securities will be set forth on the cover of the
prospectus supplement relating to that series and the members of the
underwriting syndicate, if any, will be named in the accompanying prospectus
supplement.

     In connection with the sale of the securities, underwriters may receive
compensation from the depositor or from purchasers of the securities in the
form of discounts, concessions or commissions. Underwriters and dealers
participating in the distribution of the securities may be deemed to be
underwriters in connection with the securities, and any discounts or
commissions received by them from the depositor and any profit on the resale of
securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended.

     It is anticipated that the underwriting agreement pertaining to the sale
of any series of securities will provide that the obligations of the
underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all of the securities if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that, in limited circumstances, the depositor will indemnify the
several underwriters and the underwriters will indemnify the depositor against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended, or will contribute to payments required to be made in respect
thereof.

     The prospectus supplement for any series offered by placements through
dealers will contain information regarding the nature of the offering and any
agreements to be entered into between the depositor and purchasers of
securities of that series.

     The depositor anticipates that the securities offered hereby will be sold
primarily to institutional investors or sophisticated non-institutional
investors. Purchasers of securities, including dealers, may, depending on the
facts and circumstances of the purchases, be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended, in connection with
reoffers and sales by them of securities. Holders of securities should consult
with their legal advisors in this regard prior to any reoffer or sale.

     Securities offered hereby and by an accompanying prospectus supplement may
be distributed in connection with resecuritization transactions. In a
resecuritization transaction, securities offered hereby will be transferred to
a trust (or other type of issuing entity) and securities backed by those
securities will in turn be offered to investors. There can be no assurance that
any class of securities offered hereby will be suitable for inclusion in a
resecuritization transaction.

                                 LEGAL MATTERS

     Certain legal matters, including certain federal income tax matters, will
be passed on for the depositor by Orrick, Herrington & Sutcliffe LLP, New York,
New York or by Mayer, Brown, Rowe & Maw LLP, as specified in the prospectus
supplement.


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                             FINANCIAL INFORMATION


     The depositor has determined that its financial statements are not
material to the offering made hereby. The securities do not represent an
interest in or an obligation of the depositor. The depositor's only obligations
for a series of securities will be to repurchase certain loans on any breach of
limited representations and warranties made by the depositor, or as otherwise
provided in the applicable prospectus supplement.


                            ADDITIONAL INFORMATION

     The depositor has filed the registration statement file number 333-131211
with the Securities and Exchange Commission, or Commission. The depositor and
each issuing entity are also subject to some of the information requirements of
the Securities Exchange Act of 1934, as amended, or Exchange Act, and,
accordingly, each issuing entity will file reports thereunder with the
Commission. The registration statement and the exhibits thereto, and reports
and other information filed by the depositor pursuant to the Exchange Act can
be read and copied at the Commission's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, the Commission maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission at
http://www.sec.gov. For purposes of any electronic version of this prospectus,
the preceding uniform resource locator, or URL, is an inactive textual
reference only. We have taken steps to ensure that this URL reference was
inactive at the time the electronic version of this prospectus was created.


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               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The Commission allows the depositor to "incorporate by reference" the
information filed with the Commission by the depositor, under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, that relates to the trust fund for the
securities. This means that the depositor can disclose important information to
any investor by referring the investor to these documents. The information
incorporated by reference is an important part of this prospectus, and
information filed by the depositor with the Commission that relates to the
trust fund for the securities will automatically update and supersede this
information. Documents that may be incorporated by reference for a particular
series of securities include an insurer's financials, a certificate policy,
mortgage pool policy, computational materials, collateral term sheets, the
related pooling and servicing agreement and amendments thereto, other documents
on Form 8-K and Section 13(a), 13(c), 14 or 15(d) of Exchange Act as may be
required in connection with the related trust fund.

     At such time as may be required under relevant Commission rules and
regulations, the depositor may provide static pool information, in response to
Item 1105 of Regulation AB, through an Internet Web site, and if the depositor
decides to provide information through such means, the applicable prospectus
supplement accompanying this prospectus will disclose the specific Internet
address where such information is posted.

     The depositor will provide or cause to be provided without charge to each
person to whom this prospectus and accompanying prospectus supplement is
delivered in connection with the offering of one or more classes of the related
series of securities, on written or oral request of that person, a copy of any
or all reports or information incorporated in this prospectus by reference, in
each case to the extent the reports relate to one or more of the classes of the
related series of securities, other than the exhibits to those documents,
unless the exhibits are specifically incorporated by reference in the
documents. Requests should be directed in writing to Residential Asset Mortgage
Products, Inc., 8400 Normandale Lake Boulevard, Suite 250, Minneapolis,
Minnesota 55437, or by telephone at (952) 857-7000.


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                                   GLOSSARY

     1998 POLICY STATEMENT--The revised supervisory statement listing the
guidelines for investments in "high risk mortgage securities," and adopted by
the Federal Reserve Board, the Office of the Comptroller of the Currency, the
FDIC, the National Credit Union Administration, or NCUA and the OTS with an
effective date of May 26, 1998.

     401(C) REGULATIONS--The regulations the DOL is required to issue under
Section 401(c) of ERISA, which were issued in final form on January 4, 2000.

     ADDITIONAL BALANCE--An additional principal balance in a revolving credit
loan created by a Draw.

     ADDITIONAL COLLATERAL--For an Additional Collateral Loan, (1) financial
assets owned by the borrower, which will consist of securities, insurance
policies, annuities, certificates of deposit, cash, accounts or similar assets
and/or (2) a third party guarantee, usually by a relative of the borrower,
which in turn is secured by a security interest in financial assets.

     ADDITIONAL COLLATERAL LOANS--A mortgage loan with an LTV ratio at
origination in excess of 80%, but not greater than 100%, and secured by
Additional Collateral in addition to the related Mortgaged Property and in lieu
of any primary mortgage insurance.

     ADDITIONAL COLLATERAL REQUIREMENT--The amount of Additional Collateral
required for any Additional Collateral Loan, which in most cases will not
exceed 30% of the principal amount of that mortgage loan.

     ADMINISTRATOR--In addition to or in lieu of the master servicer or
servicer for a series of notes, if specified in the accompanying prospectus
supplement, an administrator for the trust. The Administrator may be an
affiliate of the depositor, the master servicer or the servicer.

     ADVANCE--As to a particular loan and any distribution date, an amount
equal to the scheduled payments of principal (other than any Balloon Amount in
the case of a Balloon Loan) and interest on the loan due during the related Due
Period which was not received as of the close of business on the business day
preceding the related determination date.

     AGENCY SECURITIES--Any securities issued by Freddie Mac, Fannie Mae or
Ginnie Mae. Such Agency Securities may represent whole or partial interests in
pools of (1) loans or (2) Agency Securities. The accompanying prospectus
supplement will specify whether the Ginnie Mae securities will be backed by the
full faith and credit of the United States. None of the Freddie Mac securities
or Fannie Mae securities will be backed, directly or indirectly, by the full
faith and credit of the United States. Agency Securities may be backed by fixed
or adjustable rate mortgage loans or other types of loans specified in the
accompanying prospectus supplement.

     BALLOON AMOUNT--The full outstanding principal balance on a Balloon Loan
due and payable on the maturity date.

     BALLOON LOANS--Loans with level monthly payments of principal and interest
based on a 30 year amortization schedule, or such other amortization schedule
as specified in the accompanying prospectus supplement, and having original or
modified terms to maturity shorter than the term of the related amortization
schedule.

     BANKRUPTCY AMOUNT--The amount of Bankruptcy Losses that may be borne
solely by the credit enhancement of the related series.

     BANKRUPTCY LOSSES--A Realized Loss attributable to certain actions which
may be taken by a bankruptcy court in connection with a mortgage loan,
including a reduction by a bankruptcy court of the principal balance of or the
loan rate on a mortgage loan or an extension of its maturity.

     BUY-DOWN ACCOUNT--As to a Buy-Down Loan, the custodial account where
Buy-Down Funds are deposited.

     BUY-DOWN FUNDS--As to a Buy-Down Loan, the amount contributed by the
seller of the Mortgaged Property or another source and placed in the Buy-Down
Account.

     BUY-DOWN LOAN--A mortgage loan, other than a closed-end home equity loan,
subject to a temporary buy-down plan.


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     BUY-DOWN PERIOD--The early years of the term of or Buy-Down Loan when
payments will be less than the scheduled monthly payments on the mortgage loan,
the resulting difference to be made up from the Buy-Down Funds.

     CALL CLASS--A class of securities under which the holder will have the
right, at its sole discretion, to terminate the related trust, resulting in
early retirement of the securities of the series.

     CALL PRICE--In the case of a call with respect to a Call Class, a price
equal to 100% of the principal balance of the related securities as of the day
of that purchase plus accrued interest at the applicable pass-through rate.

     CALL SECURITY--Any security evidencing an interest in a Call Class.

     COMPENSATING INTEREST--For any loan that prepaid in full and, if stated in
the accompanying prospectus supplement, in part, during the related prepayment
period an additional payment made by the master servicer or the servicer, to
the extent funds are available from the servicing fee or some investment
earnings, equal to the amount of interest at the loan rate, less the servicing
fee and Excluded Spread, if any, for that loan from the date of the prepayment
to the related due date.

     CONVERTIBLE MORTGAGE LOAN--ARM loans which allow the borrowers to convert
the adjustable rates on those mortgage loans to a fixed rate at one or more
specified periods during the life of the mortgage loans, in most cases not
later than ten years subsequent to the date of origination.

     COOPERATIVE--For a Cooperative Loan, the corporation that owns the related
apartment building.

     COOPERATIVE LOANS--Cooperative apartment loans evidenced by Cooperative
Notes secured by security interests in shares issued by Cooperatives and in the
related proprietary leases or occupancy agreements granting exclusive rights to
occupy specific dwelling units in the related buildings.

     COOPERATIVE NOTES--A promissory note with respect to a Cooperative Loan.

     CREDIT SCORES--A measurement of the relative degree of risk a borrower
represents to a lender obtained from credit reports utilizing, among other
things, payment history, delinquencies on accounts, levels of outstanding
indebtedness, length of credit history, types of credit, and bankruptcy
experience.

     CREDIT UTILIZATION RATE--For any revolving credit loan, the cut-off date
principal balance of the revolving credit loan divided by the credit limit of
the related credit line agreement.

     CUSTODIAL ACCOUNT--The custodial account or accounts created and
maintained under the pooling and servicing agreement in the name of a
depository institution, as custodian for the holders of the securities, for the
holders of certain other interests in loans serviced or sold by the master
servicer or the servicer and for the master servicer or the servicer, into
which the amounts shall be deposited directly. Any such account shall be an
Eligible Account.

     DEBT SERVICE REDUCTION--Modifications of the terms of a loan resulting
from a bankruptcy proceeding, including a reduction in the amount of the
monthly payment on the related loan, but not any permanent forgiveness of
principal.

     DEFAULTED MORTGAGE LOSS--A Realized Loss attributable to the borrower's
failure to make any payment of principal or interest as required under the
mortgage note, but not including Special Hazard Losses, Extraordinary Losses or
other losses resulting from damage to a mortgaged property, Bankruptcy Losses
or Fraud Losses.

     DEFICIENT VALUATION--In connection with the personal bankruptcy of a
borrower, the difference between the outstanding principal balance of the first
and junior lien loans and a lower value established by the bankruptcy court or
any reduction in the amount of principal to be paid that results in a permanent
forgiveness of principal.

     DESIGNATED SELLER TRANSACTION--A transaction in which the loans are
provided directly to the depositor by one or more unaffiliated or affiliated
sellers described in the accompanying prospectus supplement.

     DIRECT PUERTO RICO MORTGAGE--For any loan secured by mortgaged property
located in Puerto Rico, a Mortgage to secure a specific obligation for the
benefit of a specified person.


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     DISQUALIFIED ORGANIZATION--As used in this prospectus means:

     o    the United States, any State or political subdivision thereof, any
          foreign government, any international organization, or any agency or
          instrumentality of the foregoing (but does not include
          instrumentalities described in Section 168(h)(2)(D) of the Internal
          Revenue Code or the Federal Home Loan Mortgage Corporation),

     o    any organization (other than a cooperative described in Section 521 of
          the Internal Revenue Code) that is exempt from federal income tax,
          unless it is subject to the tax imposed by Section 511 of the Internal
          Revenue Code, or

     o    any organization described in Section 1381(a)(2)(C) of the Internal
          Revenue Code.

     DISTRIBUTION AMOUNT--For a class of securities for any distribution date,
the portion, if any, of the amount to be distributed to that class for that
distribution date of principal, plus, if the class is entitled to payments of
interest on that distribution date, interest accrued during the related
interest accrual period at the applicable pass-through rate on the principal
balance or notional amount of that class specified in the applicable prospectus
supplement, less certain interest shortfalls, which will include:

     o    any deferred interest added to the principal balance of the mortgage
          loans and/or the outstanding balance of one or more classes of
          securities on the related due date;

     o    any other interest shortfalls, including, without limitation,
          shortfalls resulting from application of the Relief Act or similar
          legislation or regulations as in effect from time to time, allocable
          to securityholders which are not covered by advances or the applicable
          credit enhancement; and

     o    Prepayment Interest Shortfalls not covered by Compensating Interest,
          in each case in an amount that is allocated to that class on the basis
          set forth in the prospectus supplement.

     DRAW--Money drawn by the borrower in most cases with either checks or
credit cards, subject to applicable law, on a revolving credit loan under the
related credit line agreement at any time during the Draw Period.

     DRAW PERIOD--The period specified in the related credit line agreement
when a borrower on a revolving credit loan may make a Draw.

     DUE PERIOD--As to any distribution date, the period starting on the second
day of the month prior to such distribution date, and ending on the first day
of the month of such distribution date or such other period as specified in the
accompanying prospectus supplement.

     ELIGIBLE ACCOUNT--An account acceptable to the applicable rating agency.

     ENDORSABLE PUERTO RICO MORTGAGE--As to any loan secured by mortgaged
property located in Puerto Rico, a mortgage to secure an instrument
transferable by endorsement.

     ENVIRONMENTAL LIEN--A lien imposed by federal or state statute, for any
cleanup costs incurred by a state on the property that is the subject of the
cleanup costs.

     ERISA--Employee Retirement Income Security Act of 1974, as amended.

     EXCESS SPREAD--A portion of interest due on the loans or securities
transferred as part of the assets of the related trust as specified in the
accompanying prospectus supplement.

     EXCLUDED BALANCE--That portion of the principal balance of a revolving
credit loan, if any, not included in the Trust Balance at any time, which will
include balances attributable to Draws after the cut-off date and may include a
portion of the principal balance outstanding as of the cut-off date.

     EXCLUDED SPREAD--A portion of interest due on the loans or securities,
excluded from the assets transferred to the related trust.

     EXTRAORDINARY LOSS--A Realized Loss resulting from damage to a mortgaged
property that was occasioned by war, civil insurrection, certain governmental
actions, nuclear reaction, or certain other risks.

     FRAUD LOSS AMOUNT--The amount of Fraud Losses that may be borne solely by
the credit enhancement of the related series.


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     FRAUD LOSSES--A Realized Loss incurred on defaulted loans as to which
there was fraud in the origination of the loans.

     FUNDING ACCOUNT--An account established for the purpose of funding the
transfer of additional loans into the related trust.

     GEM LOAN--A mortgage loan with monthly payments of principal and interest
based on a 30 year amortization schedule, or such other amortization schedule
as specified in the accompanying prospectus supplement, and that provide a
specified time period during which the monthly payments by the borrower are
increased and the full amount of the increase is applied to reduce the
outstanding principal balance of the related mortgage loan.

     GPM LOAN--A mortgage loan under which the monthly payments by the borrower
during the early years of the mortgage are less than the amount of interest
that would otherwise be payable thereon, with the interest not so paid added to
the outstanding principal balance of such mortgage loan.

     GROSS MARGIN--For an ARM loan, the fixed or variable percentage set forth
in the related mortgage note, which when added to the related index, provides
the loan rate for the ARM loan.

     HOME LOANS--One- to four- family first or junior lien mortgage loans with
LTV ratios or combined LTV ratios in most cases between 100% and 125%, and
classified by the depositor as Home Loans.

     HOMEOWNERSHIP ACT LOANS--Loans that are subject to the special rules,
disclosure requirements and other provisions that were added to the federal
Truth-in-Lending Act by the Homeownership and Equity Protection Act of 1994,
are not loans made to finance the purchase of the mortgaged property and have
interest rates or origination costs in excess of prescribed levels.

     INSURANCE PROCEEDS--Proceeds of any special hazard insurance policy,
bankruptcy bond, mortgage pool insurance policy, primary insurance policy and
any title, hazard or other insurance policy or guaranty covering any loan in
the pool together with any payments under any letter of credit.

     INTEREST ONLY LOANS--Mortgage loans with payments of interest only during
the early years of the term, followed by fixed monthly payments of principal
and interest or periodically increasing monthly payments of principal and
interest for the duration of the term or for a specified number of years, as
described in the related prospectus supplement.

     IRS--Internal Revenue Service.

     ISSUE PREMIUM--As to a class of REMIC Regular Securities, the issue price
in excess of the stated redemption price of that class.

     LIQUIDATED LOAN--A defaulted loan for which the related mortgaged property
has been sold by the related trust and all recoverable Liquidation Proceeds and
Insurance Proceeds have been received.

     LIQUIDATION PROCEEDS--Amounts collected by the servicer or subservicer in
connection with the liquidation of a loan, by foreclosure or otherwise.

     MEXICO LOAN--A mortgage loan secured by a beneficial interest in a trust,
the principal asset of which is residential real property located in Mexico.

     MIXED-USE PROPERTY--Mortgaged property on which a mixed-use--residential
and commercial--
structure is located.

     NET LOAN RATE--As to any loan, the loan rate net of servicing fees, other
administrative fees and any Excess Spread or Excluded Spread.

     NONRECOVERABLE ADVANCE--Any Advance or Servicing Advance previously made
which the master servicer or the servicer has determined to not be ultimately
recoverable from Liquidation Proceeds, Insurance Proceeds or otherwise.

     NON-REMIC NOTE--A note that is not a REMIC Security.

     NOTE MARGIN--For an ARM loan, the fixed percentage set forth in the
related mortgage note, which when added to the related index, provides the loan
rate for the ARM loan.


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     OID--Original issue discount within the meaning of Section 1273 of the
Internal Revenue Code and the Treasury regulations thereunder.

     PARTIES IN INTEREST--For an ERISA plan, persons who are either "parties in
interest" within the meaning of ERISA or "disqualified persons" within the
meaning of the Internal Revenue Code, because they have specified relationships
to the ERISA plan.

     PASS-THROUGH ENTITY--Any regulated investment company, real estate
investment trust, trust, partnership or other entities described in Section
860E(e)(6) of the Internal Revenue Code. In addition, a person holding an
interest in a pass-through entity as a nominee for another person will, for
that interest, be treated as a pass-through entity.

     PAYMENT ACCOUNT--An account established and maintained by the master
servicer or the servicer in the name of the trustee for the benefit of the
holders of each series of securities, for the disbursement of payments on the
loans evidenced by each series of securities.

     PERMITTED INVESTMENTS--United States government securities and other
investments that are rated, at the time of acquisition, in one of the
categories specified in the related pooling and servicing agreement.

     PLEDGED ASSET MORTGAGE LOANS--Mortgage loans that have LTV ratios at
origination of up to 100% and are secured, in addition to the related mortgaged
property, by Pledged Assets.

     PLEDGED ASSETS--As to a Pledged Asset Mortgage Loan, (1) financial assets
owned by the borrower, which will consist of securities, insurance policies,
annuities, certificates of deposit, cash, accounts or similar assets and/or (2)
a third party guarantee, usually by a relative of the borrower, which in turn
is secured by a security interest in financial assets or residential property
owned by the guarantor.

     PREPAYMENT INTEREST SHORTFALL--For a loan that is subject to a borrower
prepayment, the amount that equals the difference between a full month's
interest due for that mortgage loan and the amount of interest paid or
recovered with respect thereto.

     PRINCIPAL PREPAYMENTS--Any principal payments received for a loan, in
advance of the scheduled due date and not accompanied by a payment of interest
for any period following the date of payment.

     QUALIFIED INSURER--As to a mortgage pool insurance policy, special hazard
insurance policy, bankruptcy policy, financial guaranty insurance policy or
surety bond, an insurer qualified under applicable law to transact the
insurance business or coverage as applicable.

     REALIZED LOSS--As to any defaulted loan that is finally liquidated, the
amount of loss realized, if any, will equal the portion of the Stated Principal
Balance plus accrued and unpaid interest remaining after application of all
amounts recovered, net of amounts reimbursable to the master servicer or the
servicer for related Advances, Servicing Advances and other expenses, towards
interest and principal owing on the loan. For a loan the principal balance of
which has been reduced in connection with bankruptcy proceedings, the amount of
the reduction will be treated as a Realized Loss. As to any loan that has been
the subject of a Debt Service Reduction, the amount of the reduction will be
treated as a Realized Loss as incurred. For a loan that has been modified,
following a default or if a default was reasonably foreseeable, the amount of
principal that has been forgiven, the amount by which a monthly payment has
been reduced due to a reduction of the interest rate, and any Servicing
Advances that are forgiven and reimbursable to the master servicer or servicer.


     REMIC--A real estate mortgage investment conduit as described in section
860D of the Internal Revenue Code.

     REMIC REGULAR SECURITY--A certificate or note representing ownership of
one or more regular interests in a REMIC.

     REMIC RESIDUAL SECURITY--A security representing an ownership interest in
a residual interest in a REMIC within the meaning of section 860D of the
Internal Revenue Code.

     REMIC SECURITY--A REMIC Regular Security or a REMIC Residual Security.

     REO LOAN--A loan where title to the related mortgaged property has been
obtained by the trustee or its nominee on behalf of securityholders of the
related series.


                                      140


     REPAYMENT PERIOD--For a revolving credit loan, the period from the end of
the related Draw Period to the related maturity date.

     SENIOR PERCENTAGE--At any given time, the percentage of the outstanding
principal balances of all of the securities evidenced by the senior securities,
determined in the manner described in the accompanying prospectus supplement.

     SERVICING ADVANCES--Amounts advanced on any loan to cover taxes, insurance
premiums, foreclosure costs or similar expenses, including amounts representing
the cost of some related services, if the master servicer and any affiliate of
the master servicer provides services such as appraisals and brokerage services
that are customarily provided by persons other than servicers of mortgage loans
or contracts.

     SPECIAL HAZARD AMOUNT--The amount of Special Hazard Losses that may be
allocated to the credit enhancement of the related series.

     SPECIAL HAZARD LOSSES--A Realized Loss incurred, to the extent that the
loss was attributable to (i) direct physical damage to a mortgaged property
other than any loss of a type covered by a hazard insurance policy or a flood
insurance policy, if applicable, and (ii) any shortfall in insurance proceeds
for partial damage due to the application of the co-insurance clauses contained
in hazard insurance policies. The amount of the Special Hazard Loss is limited
to the lesser of the cost of repair or replacement of the mortgaged property;
any loss above that amount would be a Defaulted Mortgage Loss or other
applicable type of loss. Special Hazard Losses does not include losses
occasioned by war, civil insurrection, certain governmental actions, errors in
design, faulty workmanship or materials (except under certain circumstances),
nuclear reaction, chemical contamination or waste by the borrower.

     SPECIAL SERVICER--A special servicer named under the pooling and servicing
agreement for a series of securities, which will be responsible for the
servicing of delinquent loans.

     STATED PRINCIPAL BALANCE--As to any loan as of any date of determination,
its principal balance as of the cut-off date, after application of all
scheduled principal payments due on or before the cut-off date, whether
received or not, reduced by all amounts allocable to principal that are
distributed to securityholders before the date of determination, further
reduced to the extent that any Realized Loss has been allocated to any
securities before that date, and increased by the amount of any interest or
other amounts owing on the loan that have been capitalized in connection with a
modification.

     SUBORDINATE AMOUNT--A specified portion of subordinated distributions with
respect to the loans, allocated to the holders of the subordinate securities as
set forth in the accompanying prospectus supplement.

     SUBSERVICING ACCOUNT--An account established and maintained by a
subservicer which is acceptable to the master servicer or the servicer.

     SUBSEQUENT RECOVERIES--Subsequent recoveries, net of reimbursable
expenses, with respect to loans that have been previously liquidated and that
resulted in a Realized Loss.

     TAX-EXEMPT INVESTOR--Tax-qualified retirement plans described in Section
401(a) of the Internal Revenue Code and on individual retirement accounts
described in Section 408 of the Internal Revenue Code.

     TAX-FAVORED PLANS--An ERISA plan which is exempt from federal income
taxation under Section 501(a) of the Internal Revenue Code or is an individual
retirement plan or annuity described in Section 408 of the Internal Revenue
Code.

     TIERED REMICS--Two or more REMICs created pursuant to Treasury Regulation
Sectin 1.860F-2(a)(2).

     TITLE I--Title I of the National Housing Act.

     TRUST BALANCE--A specified portion of the total principal balance of each
revolving credit loan outstanding at any time, which will consist of all or a
portion of the principal balance thereof as of the cut-off date minus the
portion of all payments and losses thereafter that are allocated to the Trust
Balance, and will not include any portion of the principal balance attributable
to Draws made after the cut-off date.


                                      141


                    RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.

                           $368,997,000 (APPROXIMATE)

                MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES,
                                 SERIES 2006-RS6



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



                            DEUTSCHE BANK SECURITIES

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

WE ARE NOT OFFERING THE OFFERED CERTIFICATES IN THIS PROSPECTUS SUPPLEMENT IN
ANY STATE WHERE THE OFFER IS NOT PERMITTED.

Dealers will be required to deliver a prospectus supplement and prospectus when
acting as underwriters of the certificates offered hereby and with respect to
their unsold allotments or subscriptions. In addition, for ninety days following
the date of this prospectus supplement, all dealers selling the offered
certificates, whether or not participating in this offering, may be required to
deliver a prospectus supplement and prospectus, and such delivery requirement
generally may be satisfied through the filing of the prospectus supplement and
prospectus with the Securities and Exchange Commission.