Filed Pursuant to Rule 424(b)(5)
                                            Registration File No.: 333-130961-14

PROSPECTUS SUPPLEMENT
(To Prospectus dated April 26, 2006)

                           [THORNBURG MORTGAGE LOGO]
                               [GRAPHIC OMITTED]

                                 $1,541,159,100
                                 (APPROXIMATE)

                   THORNBURG MORTGAGE SECURITIES TRUST 2006-3
            MORTGAGE LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-3

                      GREENWICH CAPITAL ACCEPTANCE, INC.
                                   Depositor

                  THORNBURG MORTGAGE SECURITIES TRUST 2006-3
                                Issuing Entity

                      THORNBURG MORTGAGE HOME LOANS, INC.
                              Sponsor and Seller

                            WELLS FARGO BANK, N.A.
                 Master Servicer and Securities Administrator

--------------------------------------------------------------------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-20 IN THIS PROSPECTUS
SUPPLEMENT AND ON PAGE 6 IN THE PROSPECTUS.

The certificates represent obligations of the trust only and do not represent
an interest in or obligation of the sponsor, the depositor, their affiliates or
any other entity.

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

THE TRUST

o   The trust will issue twelve classes of certificates, of which eight classes
    are offered by this prospectus supplement and the accompanying prospectus.

o   The trust assets will consist primarily of adjustable rate and hybrid
    residential mortgage loans. The mortgage loans will be segregated into three
    loan groups as described in this prospectus supplement.

THE CERTIFICATES

o   The certificates represent ownership interests in the trust assets.

o   The initial certificate principal balances of the classes of the
    certificates may vary in the aggregate by 10%.

o   Each class of offered certificates will bear interest at the applicable
    pass-through rate calculated as described in this prospectus supplement.

o   Credit enhancement for the offered certificates includes subordination, loss
    allocation and limited cross-collateralization features.

o   Amounts payable under three yield maintenance agreements provided by The
    Royal Bank of Scotland plc will be applied to pay, if necessary, a portion
    of current interest on the Class A-1, Class A-2 and Class A-3 Certificates.

o   THE CLASS A-1, CLASS A-2 AND CLASS A-3 CERTIFICATES WILL BE SUBJECT TO A
    MANDATORY AUCTION THROUGH AN AUCTION SWAP PROVIDED BY CREDIT SUISSE
    INTERNATIONAL ON THE DISTRIBUTION DATE IN JUNE 2009, AS DESCRIBED IN THIS
    PROSPECTUS SUPPLEMENT, AFTER WHICH THE PASS-THROUGH RATE ON EACH SUCH CLASS
    WILL CHANGE TO A WEIGHTED AVERAGE PASS-THROUGH RATE.

o   Principal and interest will be payable monthly, as described in this
    prospectus supplement. The first expected distribution date will be July 25,
    2006.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     Greenwich Capital Markets, Inc., Bear, Stearns & Co. Inc., Lehman Brothers
Inc. and Credit Suisse Securities (USA) LLC will offer the certificates from
time to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale. Proceeds to the depositor with respect to the
offered certificates are expected to be approximately 101.60% of their initial
aggregate principal balance plus accrued interest, as applicable, before
deducting issuance expenses payable by the depositor, estimated to be
approximately $500,000. See "Method of Distribution" in this prospectus
supplement.

RBS GREENWICH CAPITAL

                         BEAR, STEARNS & CO. INC.
                                                  LEHMAN BROTHERS
                                                                  CREDIT SUISSE

                                 June 26, 2006

     FOR EUROPEAN PURCHASERS ONLY: IN RELATION TO EACH MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A
"RELEVANT MEMBER STATE"), EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT WITH
EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS
IMPLEMENTED IN THAT RELEVANT MEMBER STATE (THE "RELEVANT IMPLEMENTATION DATE")
IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF SECURITIES TO THE PUBLIC IN THAT
RELEVANT MEMBER STATE PRIOR TO THE PUBLICATION OF A PROSPECTUS IN RELATION TO
THE SECURITIES WHICH HAS BEEN APPROVED BY THE COMPETENT AUTHORITY IN THAT
RELEVANT MEMBER STATE OR, WHERE APPROPRIATE, APPROVED IN ANOTHER RELEVANT MEMBER
STATE AND NOTIFIED TO THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE, ALL
IN ACCORDANCE WITH THE PROSPECTUS DIRECTIVE, EXCEPT THAT IT MAY, WITH EFFECT
FROM AND INCLUDING THE RELEVANT IMPLEMENTATION DATE, MAKE AN OFFER OF SECURITIES
TO THE PUBLIC IN THAT RELEVANT MEMBER STATE AT ANY TIME: (A) TO LEGAL ENTITIES
WHICH ARE AUTHORISED OR REGULATED TO OPERATE IN THE FINANCIAL MARKETS OR, IF NOT
SO AUTHORISED OR REGULATED, WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES; (B) TO ANY LEGAL ENTITY WHICH HAS TWO OR MORE OF (1) AN AVERAGE OF
AT LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR; (2) A TOTAL BALANCE SHEET
OF MORE THAN (euro)43,000,000 AND (3) AN ANNUAL NET TURNOVER OF MORE THAN
(euro)50,000,000, AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; OR (C)
IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE ISSUER OF
A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

                                TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

                                                                            Page
                                                                            ----
The Offered Certificates................................................     S-5
Summary of Terms........................................................     S-6
Risk Factors............................................................    S-20
Glossary................................................................    S-30
The Mortgage Loan Groups................................................    S-30
Additional Information..................................................    S-94
Static Pool Information.................................................    S-94
Issuing Entity..........................................................    S-94
The Depositor...........................................................    S-95
The Sponsor and Seller..................................................    S-95
Affiliations and Relationships..........................................    S-97
Mortgage Loan Origination...............................................    S-97
The Master Servicer.....................................................    S-99
The Servicers...........................................................    S-99
Mortgage Loan Servicing.................................................   S-102
Servicing and Administration of the Trust...............................   S-107
Fees and Expenses of the Trust..........................................   S-113
The Pooling and Servicing Agreement.....................................   S-114
Description of the Certificates.........................................   S-127
Yield, Prepayment and Maturity Considerations...........................   S-143
Material Federal Income Tax Consequences................................   S-158
State Taxes.............................................................   S-162
ERISA Considerations....................................................   S-162
Legal Investment Considerations.........................................   S-166
Use of Proceeds.........................................................   S-166
Method of Distribution..................................................   S-166
Legal Matters...........................................................   S-167
Ratings.................................................................   S-167
Glossary of Terms.......................................................   S-168
SCHEDULE I:  Interest Rate Curves.......................................   S-I-1
ANNEX A: Global Clearance, Settlement and Tax Documentation Procedures..   S-A-1



PROSPECTUS

                                                                            Page
                                                                            ----
Important Notice About Information in This Prospectus and Each
   Accompanying Prospectus Supplement....................................      5
Risk Factors.............................................................      6
The Trust Fund...........................................................     41
The Mortgage Loans--General..............................................     42
Single Family Loans......................................................     48
Home Equity Loans........................................................     48
Multifamily Loans........................................................     49
Manufactured Housing Contracts...........................................     50
Home Improvement Contracts...............................................     50
Agency Securities........................................................     51
Private Label Securities.................................................     57
Incorporation of Certain Information by Reference........................     60
Static Pool Information..................................................     60
Use of Proceeds..........................................................     61
The Sponsor..............................................................     61
The Depositors...........................................................     62
Loan Program.............................................................     62
Underwriting Standards...................................................     63
FICO Scores..............................................................     64
Qualifications of Sellers................................................     64
Representations by Sellers; Repurchases or Substitutions.................     65
Description of the Securities............................................     67
General..................................................................     71
Distributions on Securities..............................................     73
Advances.................................................................     77
Purchase Obligations.....................................................     78
Reports to Securityholders...............................................     79
Credit Enhancement and Other Support.....................................     81
General..................................................................     81
Subordination............................................................     82
Pool Insurance Policies..................................................     84
Primary Mortgage Insurance Policies......................................     86
FHA Insurance; VA Guarantees.............................................     87
Special Hazard Insurance Policies........................................     89
Bankruptcy Bonds.........................................................     91
FHA Insurance on Multifamily Loans.......................................     91
Reserve Accounts.........................................................     92
Cross Support............................................................     92
Other Insurance, Surety Bonds, Guaranties, Letters of Credit and Similar
   Instruments or Agreements.............................................     93
Derivatives..............................................................     93
Yield and Prepayment Considerations......................................     95
Operative Agreements.....................................................     98
Assignment of Trust Fund Assets..........................................     98
Payments on Loans; Deposits to Security Account..........................    101
Pre-Funding Account......................................................    103
Sub-Servicing of Loans...................................................    104
Collection Procedures....................................................    106
Hazard Insurance.........................................................    107
Realization upon Defaulted Mortgage Loans................................    109
Servicing and Other Compensation and Payment of Expenses.................    112
Evidence as to Compliance................................................    112
Certain Matters Regarding the Master Servicer and the Depositors.........    113
Events of Default; Rights upon Event of Default Amendment................    117
Termination; Optional Termination; Calls.................................    118
The Trustee..............................................................    120
Material Legal Aspects of the Loans......................................    122
General..................................................................    122
Foreclosure..............................................................    126
Repossession of Manufactured Homes.......................................    128
Rights of Redemption.....................................................    130
Equitable Limitations on Remedies........................................    130
Anti-Deficiency Legislation and Other Limitations on Lenders.............    131
Homeownership Act and Similar State Laws.................................    132
Due-on-Sale Clauses......................................................    134
Prepayment Charges; Late Fees............................................    135
Applicability of Usury Laws..............................................    135
Servicemembers Civil Relief Act..........................................    136
Environmental Risks......................................................    136
The Home Improvement Contracts...........................................    139
Installment Contracts....................................................    140
Junior Mortgages; Rights of Senior Mortgagees............................    141
The Title I Program......................................................    142
Material Federal Income Tax Consequences.................................    146
General..................................................................    147
Taxation of Debt Securities..............................................    148
Non-REMIC Certificates...................................................    156
Single Class of Senior Certificates......................................    156
Multiple Classes of Senior Certificates..................................    160
Possible Application of Contingent Payment Regulations to Certain Non-
   REMIC Certificates....................................................    165
Sale or Exchange of a Senior Certificate.................................    166
Non-U.S. Persons.........................................................    167
Information Reporting and Backup Withholding.............................    167
REMIC Certificates.......................................................    167
General..................................................................    167
Tiered REMIC Structures..................................................    169
Regular Certificates.....................................................    169
Residual Certificates....................................................    181
Prohibited Transactions and Other Taxes..................................    187
Liquidation and Termination..............................................    187


                                       S-3



PROSPECTUS (CONT'D)

                                                                            Page
                                                                            ----
Administrative Matters...................................................    187
Tax-Exempt Investors.....................................................    188
Non-U.S. Persons.........................................................    188
Tax-Related Restrictions on Transfers of Residual Certificates...........    189
Reportable Transactions..................................................    193
Penalty Avoidance........................................................    193
State Tax Considerations.................................................    193
ERISA Considerations.....................................................    193
Insurance Company General Accounts.......................................    195
Prohibited Transaction Class Exemption 83-1..............................    196
Underwriter Exemption....................................................    196
Legal Investment Considerations..........................................    199
Method of Distribution...................................................    201
Legal Matters............................................................    202
Financial Information....................................................    202
Available Information....................................................    203
Reports to Securityholders...............................................    203
Ratings..................................................................    204
Glossary of Terms........................................................    205


                                       S-4



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

                            THE OFFERED CERTIFICATES

     The certificates consist of the classes of certificates listed in the table
below, together with the Class B-4, Class B-5, Class B-6 and Class I
Certificates. Only the classes of certificates listed in the table below are
offered by this prospectus supplement.



                                                                                   FINAL
               CLASS        PASS-THROUGH RATE FORMULA     PASS-THROUGH RATE      SCHEDULED
             PRINCIPAL        (ON OR BEFORE AUCTION    FORMULA (AFTER AUCTION  DISTRIBUTION
CLASS       BALANCE(1)        DISTRIBUTION DATE) (2)    DISTRIBUTION DATE)(3)     DATE(4)
-----       ----------      -------------------------  ----------------------  ------------

A-1        $283,032,000          LIBOR + 0.090% (6)     Weighted Average (7)     June 2036
A-2        $591,214,000          LIBOR + 0.105% (6)     Weighted Average (7)     June 2036
A-3        $631,161,000          LIBOR + 0.110% (6)     Weighted Average (7)     June 2036
A-X    Notional Amount (8)          Variable (9)                 0.00%           June 2009
A-R        $        100       Weighted Average (10)     Weighted Average (10)    July 2006
B-1        $ 17,099,000       Weighted Average (11)     Weighted Average (11)    June 2036
B-2        $ 11,658,000       Weighted Average (11)     Weighted Average (11)    June 2036
B-3        $  6,995,000       Weighted Average (11)     Weighted Average (11)    June 2036


          EXPECTED
            FINAL                    INITIAL CERTIFICATE RATINGS
        DISTRIBUTION                 ---------------------------
CLASS     DATE (5)     CUSIP NUMBER         MOODY'S  FITCH
-----  --------------  ------------         -------  -----

A-1       June 2009     885221 AA 9           Aaa     AAA
A-2       June 2009     885221 AB 7           Aaa     AAA
A-3       June 2009     885221 AC 5           Aaa     AAA
A-X       June 2009     885221 AD 3           Aaa     AAA
A-R       July 2006     885221 AE 1           Aaa     AAA
B-1    September 2013   885221 AF 8           Aa2     AA+
B-2    September 2013   885221 AG 6            A2     AA-
B-3    September 2013   885221 AH 4           Baa2      A


----------
(1)  These balances are approximate, as described in this prospectus supplement.

(2)  Reflects the pass-through rate formula up to and including the date on
     which the Class A-1, Class A-2 and Class A-3 Certificates will be
     transferred to a third-party investor scheduled for the distribution date
     in June 2009, as described in this prospectus supplement under "Description
     of the Certificates--Mandatory Auction of the Auction Certificates."

(3)  Reflects the pass-through rate formula after the date on which the Class
     A-1, Class A-2 and Class A-3 Certificates will be transferred to a
     third-party investor as described in this prospectus supplement under
     "Description of the Certificates--Mandatory Auction of the Auction
     Certificates."

(4)  The final scheduled distribution date for the offered certificates (other
     than the Class A-X and Class A-R Certificates) is based upon the first
     distribution date after the date of the last scheduled payment of the
     latest maturing thirty-year mortgage loan.

(5)  The expected final distribution date, based upon (a) a constant prepayment
     rate of 20% annually and the structuring assumptions used in this
     prospectus supplement, each as described under "Yield, Prepayment and
     Maturity Considerations--Structuring Assumptions" and (b) the assumption
     that the option to purchase the outstanding certificates is exercised by
     Thornburg Mortgage, Inc. on the earliest possible distribution date as
     described in this prospectus supplement under "The Pooling and Servicing
     Agreement--Securities Purchase Right." The actual final distribution date
     for each class of offered certificates may be earlier or later, and could
     be substantially later, than the applicable expected final distribution
     date listed above.

(6)  Any portion of the interest distributable on the Class A-1, Class A-2 and
     Class A-3 Certificates which is not received from collections on the
     related mortgage loans will be paid from amounts received under the related
     yield maintenance agreement as described under "Description of
     Certificates--Priority of Distributions on the Certificates."

(7)  The Class A-1, Class A-2 and Class A-3 Certificates will accrue interest at
     the weighted average of the net loan rates of the mortgage loans in the
     related loan group, less, on and after the distribution date in June 2016,
     the related final maturity reserve rate, adjusted for the related accrual
     period after the auction distribution date as described under "Description
     of the Certificates--Interest--Pass-Through Rates."

(8)  The Class A-X Certificates are interest-only certificates and will accrue
     interest at a variable rate on a notional amount based on the aggregate
     class principal balance of the Class A-1, Class A-2 and Class A-3
     Certificates calculated as described under "Description of the
     Certificates--Interest--Calculation of Interest."

(9)  The Class A-X Certificates will accrue interest at a variable rate as
     described under "Description of the Certificates--Interest--Calculation of
     Interest."

(10) Interest on the Class A-R Certificate for any distribution date will be
     calculated at an annual rate equal to the weighted average of the net loan
     rates of the group 1 mortgage loans.

(11) The Class B-1, Class B-2 and Class B-3 Certificates will accrue interest
     based on the weighted average of the weighted average of the net loan rates
     of the mortgage loans in each loan group (weighted on the basis of the
     related subordinate component for each loan group after taking into
     account, on and after the distribution date in June 2016, the related final
     maturity reserve rate, adjusted for the related accrual period).

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


                                       S-5



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

                                SUMMARY OF TERMS

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

o    THIS SUMMARY PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH FLOW
     PRIORITIES AND OTHER INFORMATION TO AID YOUR UNDERSTANDING AND IS QUALIFIED
     BY THE FULL DESCRIPTION OF THESE CALCULATIONS, CASH FLOW PRIORITIES AND
     OTHER INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
     PROSPECTUS. SOME OF THE INFORMATION CONSISTS OF FORWARD-LOOKING STATEMENTS
     RELATING TO FUTURE ECONOMIC PERFORMANCE OR PROJECTIONS AND OTHER FINANCIAL
     ITEMS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A VARIETY OF RISKS AND
     UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE PROJECTED
     RESULTS. THOSE RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, GENERAL
     ECONOMIC AND BUSINESS CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE
     WITH GOVERNMENTAL REGULATIONS, AND VARIOUS OTHER MATTERS, ALL OF WHICH ARE
     BEYOND OUR CONTROL. ACCORDINGLY, WHAT ACTUALLY HAPPENS MAY BE VERY
     DIFFERENT FROM WHAT WE PREDICT IN OUR FORWARD-LOOKING STATEMENTS.

o    WHENEVER WE REFER IN THIS PROSPECTUS SUPPLEMENT TO A PERCENTAGE OF SOME OR
     ALL OF THE MORTGAGE LOANS EXPECTED TO BE INCLUDED AS TRUST ASSETS OR IN A
     LOAN GROUP THAT PERCENTAGE HAS BEEN CALCULATED ON THE BASIS OF THE TOTAL
     PRINCIPAL BALANCE OF THOSE MORTGAGE LOANS AS OF JUNE 1, 2006, UNLESS WE
     SPECIFY OTHERWISE. WE EXPLAIN IN THIS PROSPECTUS SUPPLEMENT UNDER "THE
     MORTGAGE LOAN GROUPS--GENERAL" HOW THE PRINCIPAL BALANCE OF A MORTGAGE LOAN
     IS CALCULATED. WHENEVER WE REFER IN THIS SUMMARY OF TERMS OR IN THE RISK
     FACTORS SECTION OF THIS PROSPECTUS SUPPLEMENT TO THE AGGREGATE PRINCIPAL
     BALANCE OF ANY MORTGAGE LOANS, WE MEAN THE TOTAL OF THEIR PRINCIPAL
     BALANCES, UNLESS WE SPECIFY OTHERWISE.

OFFERED CERTIFICATES

On the closing date, Thornburg Mortgage Securities Trust 2006-3, a Delaware
statutory trust, will issue twelve classes of certificates. Only the Class A-1,
Class A-2, Class A-3, Class A-X, Class A-R, Class B-1, Class B-2 and Class B-3
Certificates are being offered by this prospectus supplement and the
accompanying prospectus.

Except for the Class A-R Certificate, the offered certificates will be
book-entry securities clearing through The Depository Trust Company in the U.S.
or upon request through Clearstream or Euroclear in Europe, in minimum
denominations of $25,000 and increments of $1 in excess thereof (except for the
Class A-X Certificates which will be in minimum notional amounts of $100,000 and
increments of $1,000 in excess thereof). The Class A-R Certificate will be
issued as a single certificate in fully registered, certificated form.

ADDITIONAL CERTIFICATES

In addition to the eight classes of offered certificates, the trust will issue
four other classes of certificates. These certificates will be designated the
Class B-4, Class B-5, Class B-6 and Class I Certificates and are not being
offered by this prospectus supplement and the prospectus. Information about the
Class B-4, Class B-5 and Class B-6 Certificates is being included because these
classes provide credit enhancement for the offered certificates. The Class B-4,
Class B-5 and Class B-6 Certificates will have original aggregate principal
balances of approximately $3,886,000, $3,109,000 and $6,216,452, respectively,
subject to a variance as described in this prospectus supplement. Information
about the Class I Certificates is being included because this class will be
entitled to any funds remaining in the final maturity reserve account following
payment in full of all other classes of certificates. The Class I Certificates
do not have a principal amount or bear interest.

See "Description of the Certificates--General," "--Book-Entry Registration and
Definitive Certificates" and "The Mortgage Loan Groups" in this prospectus
supplement and "The Trust Fund--The Mortgage Loans--General" in the prospectus
for additional information.

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


                                       S-6



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

CUT-OFF DATE

June 1, 2006.

CLOSING DATE

On or about June 28, 2006.

ISSUING ENTITY OR TRUST

Thornburg Mortgage Securities Trust 2006-3, a Delaware statutory trust.

SPONSOR AND SELLER

Thornburg Mortgage Home Loans, Inc., a wholly-owned subsidiary of Thornburg
Mortgage, Inc.

See "The Sponsor and Seller" in this prospectus supplement for additional
information.

MASTER SERVICER

Wells Fargo Bank, N.A.

See "The Master Servicer" in this prospectus supplement for additional
information.

DEPOSITOR

Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
(203) 625-2700.

See "The Depositor" in this prospectus supplement for additional information.

TRUSTEE

LaSalle Bank National Association.

See "The Pooling and Servicing Agreement--The Trustee" in this prospectus
supplement for additional information.

SECURITIES ADMINISTRATOR

Wells Fargo Bank, N.A.

See "The Pooling and Servicing Agreement--The Securities Administrator" in this
prospectus supplement for additional information.

DELAWARE TRUSTEE

Wilmington Trust Company.

See "The Pooling and Servicing Agreement--The Delaware Trustee" in this
prospectus supplement for additional information.

SERVICERS

On the closing date, Thornburg Mortgage Home Loans, Inc. and First Republic Bank
will service approximately 82.64% and 12.24% of the mortgage loans,
respectively, included in the trust. The remainder of the mortgage loans will be
serviced by various other banks, savings and loans and other mortgage lending
institutions. Cenlar FSB will subservice all of the mortgage loans serviced by
Thornburg Mortgage Home Loans, Inc. No other servicer will service in excess of
10% of the mortgage loans.

See "The Servicers" in this prospectus supplement for information regarding the
servicers of the mortgage loans.

ORIGINATORS

Approximately 82.64% and 12.24% of the mortgage loans were originated by
Thornburg Mortgage Home Loans, Inc. (together with its correspondent lenders
other than First Republic Bank) and First Republic Bank, respectively. The
remainder of the mortgage loans were originated by various other banks, savings
and loans and other mortgage lending institutions. No other originator has
originated more than 10% of the mortgage loans.

See "Mortgage Loan Origination" in this prospectus supplement for information
regarding the originators and the related underwriting guidelines for the
mortgage loans.

YIELD MAINTENANCE COUNTERPARTY

The Royal Bank of Scotland plc, an affiliate of the depositor and Greenwich
Capital Markets, Inc.

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


                                       S-7



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

AUCTION SWAP COUNTERPARTY

Credit Suisse International, an affiliate of Credit Suisse Securities (USA) LLC.

AUCTION ADMINISTRATOR

Wells Fargo Bank, N.A., in its capacity as securities administrator.

MORTGAGE LOANS

The assets of the trust will consist primarily of a pool of adjustable rate and
hybrid, first lien, residential mortgage loans which are divided into three loan
groups, each having the characteristics described in this prospectus supplement.
Hybrid mortgage loans are fixed rate mortgage loans that convert to adjustable
rate mortgage loans after a specified period following origination.
Approximately 95.68% of the mortgage loans require monthly payments of interest,
but not principal, for a fixed period following origination. The loan rates on
approximately 0.42% of the mortgage loans can be converted, at the option of the
related borrowers, to a fixed interest rate and the loan rates on approximately
21.18% of the mortgage loans may be modified to another adjustable rate based on
a different index or to another type of hybrid or adjustable rate mortgage loan.
Thornburg Mortgage, Inc., the parent of the seller, has the obligation to
purchase any mortgage loan whose interest rate has been converted to a fixed
interest rate or modified in accordance with the related mortgage note. The
seller has the option, but not the obligation, to repurchase from the trust and
then modify any mortgage loan for which the borrower has requested a
modification that is not then permitted under the related mortgage note.

The mortgage loans will have an aggregate principal balance of approximately
$1,554,370,552 as of the cut-off date, subject to a variance of plus or minus
10%.

LOAN GROUPS

o    Group 1 Mortgage Loans

     A group of conventional first lien, mortgage loans of which 1.59% are
     adjustable rate mortgage loans that adjust on a monthly, semi-annual or
     annual basis, 13.97% are hybrid mortgage loans with interest rates that
     have an initial fixed rate period of three years and thereafter adjust on a
     monthly, semi-annual or annual basis and 84.44% are hybrid mortgage loans
     with interest rates that have an initial fixed rate period of five years
     and thereafter adjust on a monthly, semi-annual or annual basis.

o    Group 2 Mortgage Loans

     A group of conventional first lien, hybrid mortgage loans with interest
     rates that have an initial fixed rate period of seven years and thereafter
     adjust on a monthly, semi-annual or annual basis.

o    Group 3 Mortgage Loans

     A group of conventional first lien, hybrid mortgage loans with interest
     rates that have an initial fixed rate period of ten years and thereafter
     adjust on a monthly, semi-annual or annual basis.

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


                                       S-8



                         AGGREGATE MORTGAGE LOAN SUMMARY



                                                                            NON-ZERO
                                                                            WEIGHTED        TOTAL
                                                      RANGE OR TOTAL       AVERAGE(1)   PERCENTAGE(2)
                                                   ---------------------   ----------   -------------

Number of Mortgage Loans .......................                   2,092          --           --
Total Stated Principal Balance .................   $       1,554,370,552          --           --
Stated Principal Balances ......................   $42,750 to $9,999,999    $743,007           --
Mortgage Rates .................................         4.500% to 7.500%      6.279%          --
Original Terms to Maturity (in months) .........              300 to 480         360           --
Remaining Terms to Maturity (in months) ........              244 to 479         356           --
Original Loan-to-Value Ratios ..................         8.21% to 100.00%      67.00%          --
Original Effective Loan-to-Value Ratios ........          8.21% to 95.00%      66.75%
Number of Interest-Only Mortgage Loans .........                   1,973          --        95.68%
Geographic Concentration in Excess of 10% of the
   Total Stated Principal Balance:
   California ..................................   $         503,787,108          --        32.41%
   Number of Mortgage Loans in California ......                     493          --           --
   Colorado ....................................   $         168,606,809          --        10.85%
   Number of Mortgage Loans in Colorado ........                     212          --           --
Mortgage Loans in the Maximum Single Zip Code
   Concentration ...............................         90266 (Zip Code)         --         1.44%
Credit Scores ..................................              473 to 830         744           --
Number of Mortgage Loans with Prepayment
  Penalties at Origination .....................                     271          --        18.15%
Gross Margins ..................................         1.000% to 3.250%      1.910%          --
Maximum Mortgage Rates .........................        9.500% to 17.900%     11.430%          --
Minimum Mortgage Rates .........................         1.000% to 6.125%      1.919%          --
Months to Next Mortgage Rate Adjustment ........                1 to 120          92           --
Initial Caps ...................................         1.000% to 6.000%      4.964%          --
Periodic Caps ..................................         1.000% to 2.000%      1.888%          --


----------
(1)  As used in this table, the "non-zero weighted average" of any
     characteristic of the mortgage loans will not include in such weighted
     average those mortgage loans which do not have that characteristic (or for
     which that characteristic cannot be determined).

(2)  Percentages calculated based on the total principal balance of the mortgage
     loans in all mortgage groups.


                                      S-9



                          GROUP 1 MORTGAGE LOAN SUMMARY



                                                                            NON-ZERO
                                                                            WEIGHTED        TOTAL
                                                      RANGE OR TOTAL       AVERAGE(1)   PERCENTAGE(2)
                                                   ---------------------   ----------   -------------

Number of Mortgage Loans .......................                     457         --            --
Total Stated Principal Balance .................   $         292,238,259         --            --
Stated Principal Balances ......................   $42,750 to $9,999,999   $639,471            --
Mortgage Rates .................................         4.500% to 7.125%     6.145%           --
Original Terms to Maturity (in months) .........              300 to 480        360            --
Remaining Terms to Maturity (in months) ........              244 to 479        352            --
Original Loan-to-Value Ratios ..................        19.30% to 100.00%     66.50%           --
Original Effective Loan-to-Value Ratios ........         19.30% to 95.00%     66.33%
Number of Interest-Only Mortgage Loans .........                     433         --         96.28%
Geographic Concentration in Excess of 10% of the
   Total Stated Principal Balance:
   California ..................................   $          85,277,584         --         29.18%
   Number of Mortgage Loans in California ......                      89         --            --
   Colorado ....................................   $          37,104,358         --         12.70%
   Number of Mortgage Loans in Colorado ........                      42         --            --
   Florida .....................................   $          34,290,851         --         11.73%
   Number of Mortgage Loans in Florida .........                      69         --            --
Mortgage Loans in the Maximum Single Zip Code
   Concentration ...............................         93013 (Zip Code)        --          3.42%
Credit Scores ..................................              550 to 816        745            --
Number of Mortgage Loans with Prepayment
   Penalties at Origination ....................                      44         --         17.87%
Gross Margins ..................................         1.000% to 3.250%     1.912%           --
Maximum Mortgage Rates .........................        9.500% to 16.750%    11.338%           --
Minimum Mortgage Rates .........................         1.000% to 6.125%     1.950%           --
Months to Next Mortgage Rate Adjustment ........                 1 to 60         53            --
Initial Caps ...................................         1.000% to 6.000%     4.803%           --
Periodic Caps ..................................         1.000% to 2.000%     1.923%           --


----------
(1)  As used in this table, the "non-zero weighted average" of any
     characteristic of the mortgage loans will not include in such weighted
     average those mortgage loans which do not have that characteristic (or for
     which that characteristic cannot be determined).

(2)  Percentages calculated based on the total principal balance of the group 1
     mortgage loans.


                                      S-10



                          GROUP 2 MORTGAGE LOAN SUMMARY



                                                                            NON-ZERO
                                                                            WEIGHTED        TOTAL
                                                      RANGE OR TOTAL       AVERAGE(1)   PERCENTAGE(2)
                                                   ---------------------   ----------   -------------

Number of Mortgage Loans .......................                     802          --           --
Total Stated Principal Balance .................   $         610,443,216          --           --
Stated Principal Balances ......................   $75,000 to $5,850,000    $761,151           --
Mortgage Rates .................................         5.250% to 7.500%      6.344%          --
Original Terms to Maturity (in months) .........              345 to 480         360           --
Remaining Terms to Maturity (in months) ........              300 to 478         357           --
Original Loan-to-Value Ratios ..................        11.18% to 100.00%      67.29%          --
Original Effective Loan-to-Value Ratios ........         11.18% to 95.00%      66.92%
Number of Interest-Only Mortgage Loans .........                     758          --        95.33%
Geographic Concentration in Excess of 10% of the
   Total Stated Principal Balance:
   California ..................................   $         155,728,252          --        25.51%
   Number of Mortgage Loans in California ......                     165          --           --
   Colorado ....................................   $          66,776,983          --        10.94%
   Number of Mortgage Loans in Colorado ........                      87          --           --
Mortgage Loans in the Maximum Single Zip Code
   Concentration ...............................         81611 (Zip Code)         --         2.54%
Credit Scores ..................................              473 to 820         740           --
Number of Mortgage Loans with Prepayment
   Penalties at Origination ....................                      99          --        18.94%
Gross Margins ..................................         1.000% to 2.750%      1.927%          --
Maximum Mortgage Rates .........................       10.250% to 13.000%     11.431%          --
Minimum Mortgage Rates .........................         1.000% to 4.250%      1.931%          --
Months to Next Mortgage Rate Adjustment ........                75 to 84          82           --
Initial Caps ...................................                   5.000%      5.000%          --
Periodic Caps ..................................         1.000% to 2.000%      1.885%          --


----------
(1)  As used in this table, the "non-zero weighted average" of any
     characteristic of the mortgage loans will not include in such weighted
     average those mortgage loans which do not have that characteristic (or for
     which that characteristic cannot be determined).

(2)  Percentages calculated based on the total principal balance of the group 2
     mortgage loans.


                                      S-11



                          GROUP 3 MORTGAGE LOAN SUMMARY



                                                                            NON-ZERO
                                                                            WEIGHTED        TOTAL
                                                      RANGE OR TOTAL       AVERAGE(1)   PERCENTAGE(2)
                                                   ---------------------   ----------   -------------

Number of Mortgage Loans .......................                     833          --           --
Total Stated Principal Balance .................   $         651,689,077          --           --
Stated Principal Balances ......................   $50,000 to $6,000,000    $782,340           --
Mortgage Rates .................................         5.375% to 7.250%      6.278%          --
Original Terms to Maturity (in months) .........              346 to 480         360           --
Remaining Terms to Maturity (in months) ........              304 to 479         358           --
Original Loan-to-Value Ratios ..................         8.21% to 100.00%      66.96%          --
Original Effective Loan-to-Value Ratios ........          8.21% to 95.00%      66.79%
Number of Interest-Only Mortgage Loans .........                     782          --        95.73%
Geographic Concentration in Excess of 10% of the
   Total Stated Principal Balance:
   California ..................................   $         262,781,271          --        40.32%
   Number of Mortgage Loans in California ......                     239          --           --
Credit Scores ..................................              613 to 830         748           --
Number of Mortgage Loans with Prepayment
   Penalties at Origination ....................                     128          --        17.53%
Gross Margins ..................................         1.875% to 2.500%      1.892%          --
Maximum Mortgage Rates .........................       10.375% to 17.900%     11.471%          --
Minimum Mortgage Rates .........................         1.875% to 2.750%      1.895%          --
Months to Next Mortgage Rate Adjustment ........              110 to 120         118           --
Initial Caps ...................................                   5.000%      5.000%          --
Periodic Caps ..................................         1.000% to 2.000%      1.874%          --


----------
(1)  As used in this table, the "non-zero weighted average" of any
     characteristic of the mortgage loans will not include in such weighted
     average those mortgage loans which do not have that characteristic (or for
     which that characteristic cannot be determined).

(2)  Percentages calculated based on the total principal balance of the group 3
     mortgage loans.


                                      S-12



MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES/DEFECTIVE DOCUMENTATION

The seller has made certain representations and warranties concerning the
mortgage loans, including a representation and warranty that none of the
mortgage loans in the trust will be "high cost" loans under applicable federal,
state or local anti-predatory or anti-abusive lending laws. The depositor's
rights with respect to these representations and warranties will be assigned to
the trust for the benefit of certificateholders under the pooling and servicing
agreement.

In addition, within 90 days after receipt by the trustee or the custodian of the
mortgage loans and the related documents, the trustee or the custodian will
review the mortgage loans and the related documents in the mortgage loan files
for defects.

Following the discovery of a breach of any representation or warranty that
materially and adversely affects the interests of the certificateholders in a
mortgage loan or following the discovery by the trustee, in its capacity as
custodian, that a mortgage loan or related document is defective in any material
respect, the seller will be required to either (1) cure that breach, (2)
repurchase the affected mortgage loan from the trust or (3) if within two years
of the closing date, substitute a materially similar mortgage loan.

See "The Pooling and Servicing Agreement--Assignment of the Mortgage Loans" in
this prospectus supplement.

OPTIONAL PURCHASE OF CERTAIN DELINQUENT MORTGAGE LOANS AND REO PROPERTY

Thornburg Mortgage Home Loans, Inc., in its capacity as servicer of a
substantial portion of the mortgage loans, has the option to purchase from the
trust any mortgage loan which as of the first day of a calendar quarter and at
the time of purchase, is delinquent in payment by 90 days or more or which has
become REO property.

See "Mortgage Loan Servicing--Realization Upon Defaulted Mortgage Loans."

DESIGNATIONS

Each class of certificates will have different characteristics, some of which
are reflected in the following general designations.

o    Offered Certificates

     Class A-1, Class A-2, Class A-3, Class A-X, Class A-R, Class B-1, Class B-2
     and Class B-3 Certificates.

o    Senior Certificates

     Class A-1, Class A-2, Class A-3, Class A-X and Class A-R Certificates.

o    Auction Certificates

     Class A-1, Class A-2 and Class A-3 Certificates.

o    Class A Certificates

     Class A-1, Class A-2, Class A-3 and Class A-R Certificates.

o    Subordinate Certificates

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

o    Book-Entry Certificates

     All classes of offered certificates other than the Class A-R Certificate.

o    Interest-Only Certificates

     Class A-X Certificates.

o    Residual Certificate

     Class A-R Certificate.

Payments of interest and principal on the Class A-1, Class A-2 and Class A-3
Certificates will primarily be based on collections from the group 1, group 2
and group 3 mortgage loans, respectively. Payments of interest and principal on
the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates will be based on collections from all of the group 1, group 2 and
group 3 mortgage loans. Payments of interest on the Class A-X Certificates will
primarily be based on collections from the group 1, group 2 and group 3 mortgage
loans. Payments of principal and interest on the Class A-R Certificates will
primarily be based on collections from the group 1 mortgage loans as well as any
remaining amounts available after distributions to all other Certificates from
the group 1, group 2 and group 3 mortgage loans as described in this prospectus
supplement. The Class I Certificates will be entitled to any funds remaining in
the final maturity reserve account following payment in full of all other
classes of certificates. The Class I Certificates do not have a principal amount
or bear interest.


                                      S-13



DISTRIBUTION DATE

Beginning in July 2006, the securities administrator will make distributions on
the certificates on the 25th day of each month or if the 25th day is not a
business day, on the next business day.

INTEREST PAYMENTS ON THE CERTIFICATES

General

Interest on the Class A-1, Class A-2 and Class A-3 Certificates will accrue on
the basis of a 360-day year and the actual number of days elapsed in the related
interest accrual period. Interest on the Class A-X and Class A-R Certificates
and the subordinate certificates will accrue on the basis of a 360-day year
composed of twelve 30-day months.

The interest accrual period for the Class A-1, Class A-2 and Class A-3
Certificates will be the period beginning on the prior distribution date (or the
closing date, in the case of the first distribution date) and ending on the day
immediately preceding such distribution date. The interest accrual period for
the Class A-X and Class A-R Certificates and the subordinate certificates will
be the calendar month immediately preceding the month in which that distribution
date occurs.

Class A-1

On or before the distribution date in June 2009, interest on the Class A-1
Certificates for any distribution date will be calculated at an annual rate
equal to the sum of LIBOR and 0.090%. After the distribution date in June 2009,
interest on the Class A-1 Certificates for any distribution date will be
calculated at an annual rate equal to the weighted average of the net loan rates
of the group 1 mortgage loans, less, on and after the distribution date in June
2016, the related final maturity reserve rate, adjusted to an effective rate
reflecting the accrual of interest on an actual/360 basis.

Class A-2

On or before the distribution date in June 2009, interest on the Class A-2
Certificates for any distribution date will be calculated at an annual rate
equal to the sum of LIBOR and 0.105%. After the distribution date in June 2009,
interest on the Class A-2 Certificates for any distribution date will be
calculated at an annual rate equal to the weighted average of the net loan rates
of the group 2 mortgage loans, less, on and after the distribution date in June
2016, the related final maturity reserve rate, adjusted to an effective rate
reflecting the accrual of interest on an actual/360 basis.

Class A-3

On or before the distribution date in June 2009, interest on the Class A-3
Certificates for any distribution date will be calculated at an annual rate
equal to the sum of LIBOR and 0.110%. After the distribution date in June 2009,
interest on the Class A-3 Certificates for any distribution date will be
calculated at an annual rate equal to the weighted average of the net loan rates
of the group 3 mortgage loans, less, on and after the distribution date in June
2016, the related final maturity reserve rate, adjusted to an effective rate
reflecting the accrual of interest on an actual/360 basis.

Class A-X

Interest on the Class A-X Certificates for any distribution date on or prior to
the distribution date in June 2009 will be calculated at an annual rate equal to
the weighted average (weighted on the basis of the certificate principal
balances of the related Class A-1, Class A-2 and Class A-3 Certificates) of the
excess of (a) the weighted average net loan rate of the mortgage loans for each
loan group for that distribution date over (b) the certificate pass-through
rate, adjusted to reflect the accrual of interest on a 30/360 basis, of the
Class A-1, Class A-2 or Class A-3 Certificates, as applicable, computed for this
purpose by subjecting the pass-through rate on each such class of certificates
to a cap equal to the weighted average of the net loan rates of the related loan
group as of the first day of the related due period. On or before the
distribution date in June 2009, the certificate notional balance of the Class
A-X Certificates for any distribution date will be equal to the aggregate
certificate principal balance of the Class A-1, Class A-2 and Class A-3
Certificates immediately before that distribution date. After the distribution
date in June 2009, the certificate notional balance of the Class A-X
Certificates will equal zero and the Class A-X Certificates will not be entitled
to any interest distributions thereafter.

Class A-R

Interest on the Class A-R Certificates for any distribution date will be
calculated at an annual rate equal to the weighted average of the net loan rates
of the mortgage loans in loan group 1.


                                      S-14



Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6

Interest on the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates for any distribution date will be calculated at an annual rate
equal to the weighted average (weighted on the basis of the related subordinate
component for each loan group) of the weighted average net loan rate of the
mortgage loans for each loan group for that distribution date (after taking into
account, on and after the distribution date in June 2016, the related final
maturity reserve rate).

Class I

The Class I Certificates do not have a principal amount or bear interest. They
will be entitled only to any funds remaining in the final maturity reserve
account following payment in full of all other classes of certificates.

Reduction of Interest Payments

Interest payable on the offered certificates on any distribution date may be
less than the amount calculated on the basis of the applicable pass-through
rate, under certain circumstances described in this prospectus supplement and in
the prospectus.

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

PRINCIPAL PAYMENTS ON THE CERTIFICATES

Principal will be paid to holders of the offered certificates (other than the
Class A-X Certificates) to the extent of funds available to make payments of
principal, on each distribution date in the amounts described in this prospectus
supplement under "Description of the Certificates--Principal." The Class A-X
Certificates are interest-only certificates and are not entitled to payments of
principal.

PAYMENT PRIORITIES

On each distribution date, the securities administrator will apply the amounts
in respect of the mortgage loans available for payment (and amounts from the
yield maintenance agreements in the case of the priority (3) below) generally in
the following order of priority:

(1)  on the distribution date in June 2016 and each distribution date
     thereafter, for deposit into the final maturity reserve account, the final
     maturity reserve amount for the related loan group;

(2)  interest on the related senior certificates accrued at the applicable
     pass-through rate for each such class, provided, however, that for purposes
     of computing distributions under this priority, the pass-through rates of
     the Class A-1, Class A-2 and Class A-3 Certificates will be subject to a
     cap equal to the weighted average of the net loan rates of the related loan
     group, adjusted to reflect the accrual of interest on an actual/360 basis;

(3)  yield maintenance amounts from the related yield maintenance agreement, to
     the Class A-1, Class A-2 and Class A-3 Certificates, as applicable, to the
     extent of any interest (accrued at the applicable pass-through rate for
     that class) not paid to that class in priority (2) above and then, to the
     extent of any excess yield maintenance amounts, to the Class A-X
     Certificates;

(4)  principal on the Class A-R Certificates from amounts from loan group 1;

(5)  principal on the remaining senior certificates (other than the Class A-X
     Certificates);

(6)  interest on, and then principal of, each class of subordinate certificates
     in the order of their numerical class designations, beginning with the
     Class B-1 Certificates; and

(7)  any remaining available funds to the Class A-R Certificate.

See "Description of the Certificates" in this prospectus supplement for
additional information.

LIMITED CROSS-COLLATERALIZATION

In certain very limited circumstances relating to a loan group's experiencing
either rapid prepayments or disproportionately high realized losses, principal
and interest collected from the other loan groups may be applied to pay
principal or interest, or both, to the senior certificates related to the loan
group experiencing those conditions.

See "Description of the Certificates--Principal--Limited
Cross-Collateralization" in this prospectus supplement for additional
information.


                                      S-15



ADVANCES

Each servicer is required to make advances to cover delinquent payments of
principal and interest in respect of the mortgage loans it is servicing unless
it reasonably believes that the advances are not recoverable from future
payments or other recoveries on the related mortgage loans. The master servicer
will be obligated to make advances if any servicer that is obligated to make an
advance fails to do so, and the trustee (in its capacity as successor master
servicer) will be obligated to make advances if the master servicer fails to do
so. Advances are intended to maintain a regular flow of scheduled interest and
principal payments on the certificates and are not intended to guarantee or
insure against losses. The servicers are also required to make certain
servicing-related advances.

See "The Servicers--Advances" in this prospectus supplement for additional
information.

MANDATORY AUCTION OF THE CLASS A-1, CLASS A-2 AND CLASS A-3 CERTIFICATES

Prior to the distribution date in June 2009, Wells Fargo Bank, N.A., in its
capacity as securities administrator acting as auction administrator, will
auction each class of the Class A-1, Class A-2 and Class A-3 Certificates then
outstanding to third party investors.

ON THE DISTRIBUTION DATE IN JUNE 2009, THE CLASS A-1, CLASS A-2 AND CLASS A-3
CERTIFICATES WILL BE TRANSFERRED TO THIRD-PARTY INVESTORS, IN RETURN FOR A
DISTRIBUTION OF THE THEN OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OF THOSE
CERTIFICATES (TO THE EXTENT RECEIVED FROM THE RELATED THIRD PARTY INVESTORS AND,
IF APPLICABLE, THE AUCTION SWAP COUNTERPARTY).

The auction administrator will enter into an auction swap agreement pursuant to
which Credit Suisse International, as the auction swap counterparty, will agree
to pay the excess, if any, of the outstanding certificate principal balance of
the Class A-1, Class A-2 and Class A-3 Certificates, after application of all
interest and principal distributions and allocation of realized losses and any
recoveries of principal from liquidated mortgage loans on the distribution date
in June 2009, over the amount received in the auction. In the event that all or
a portion of a class of Class A-1, Class A-2 or Class A-3 Certificates is not
sold in the auction, the auction proceeds for such unsold certificates will be
deemed to be zero and the auction swap counterparty will pay the auction
administrator the entire outstanding certificate principal balance of the unsold
certificates, after application of all interest and principal distributions and
allocation of realized losses and any recoveries of principal from liquidated
mortgage loans on the distribution date in June 2009, in exchange for those
certificates. In the event that the amount received in the auction is greater
than the principal balance of the certificates, that excess will not be paid to
the certificateholders.

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

OPTIONAL SECURITIES PURCHASE RIGHT

Thornburg Mortgage, Inc. will have the option to call the certificates on any
distribution date on or after which the aggregate stated principal balance of
the mortgage loans is equal to or less than 20% of their aggregate stated
principal balance as of the cut-off date. We refer to this option as the
"optional securities purchase right" in this prospectus supplement.

See "The Pooling and Servicing Agreement --Optional Securities Purchase Right"
in this prospectus supplement for additional information.

OPTIONAL TERMINATION OF THE TRUST

Thornburg Mortgage Home Loans, Inc., in its capacity as a servicer of a
substantial portion of mortgage loans, may purchase from the trust all of the
trust assets and retire all outstanding certificates when the aggregate stated
principal balance of the mortgage loans and any real estate owned by the trust
is 10% or less of the aggregate stated principal balance of the mortgage loans
as of the cut-off date. If Thornburg Mortgage Home Loans, Inc. does not exercise
its option to repurchase the mortgage loans and REO properties, Wells Fargo
Bank, N.A., in its capacity as master servicer, may purchase from the trust all
mortgage loans and REO properties remaining in the trust at the purchase price
set forth above when the stated principal balance of the mortgage loans is less
than 5% of their aggregate stated principal balance as of the cut-off date. We
refer to the option of Thornburg Mortgage Home Loans, Inc. to repurchase the
mortgage loans from the trust as the "optional termination" in this prospectus
supplement.


                                      S-16


See "The Pooling and Servicing Agreement--Optional Termination of the Trust" in
this prospectus supplement for additional information.

YIELD MAINTENANCE AGREEMENTS

The holders of the Class A-1, Class A-2 and Class A-3 Certificates will each
have the benefit of a separate interest rate cap agreement (referred to herein
as a "yield maintenance agreement"). Any payments received under the related
yield maintenance agreement with respect to a distribution date will be
available to pay the excess of the current interest accrued on the Class A-1,
Class A-2 or Class A-3 Certificates, as applicable, at the related pass-through
rate over the weighted average of the net loan rates of the related loan group,
adjusted to reflect accrual of interest on an actual/360 basis.

See "Description of the Certificates--Interest" in this prospectus supplement
for additional information concerning the amounts payable under the yield
maintenance agreements.

FINAL MATURITY RESERVE TRUST

On and after the distribution date in June 2016, a portion of interest
collections calculated at a per annum rate of approximately 0.01151%, 0.00777%
and 0.00799% of the total principal balance of the group 1, group 2 and group 3
mortgage loans, respectively, to the extent available after payment of certain
fees and expenses of the trust but before payment of interest to
certificateholders, will be deposited in the final maturity reserve account,
which is a separate trust account maintained by the securities administrator on
behalf of the final maturity reserve trust. On the earlier of the final
scheduled distribution date for all classes other than the Class A-X
Certificates and the termination of the trust, any amounts on deposit in the
final maturity reserve account will be applied as payment of principal or
interest as described herein.

See "Description of the Certificates--The Final Maturity Reserve Trust" in this
prospectus supplement.

FEES AND EXPENSES

Before payments are made on the certificates, each servicer will be paid a
monthly fee calculated as 0.250% annually, 0.375% annually or 0.250% annually
until the first adjustment date and 0.375% annually thereafter, on the principal
balances of the related mortgage loans, as described in this prospectus
supplement. In addition, Thornburg Mortgage Home Loans, Inc. will receive as
additional compensation a portion of the investment income on funds held in the
distribution account.

The master servicer will be paid a monthly fee calculated as 0.010% annually on
the principal balances of all of the mortgage loans and will receive as
additional compensation a portion of the investment income on funds held in the
distribution account. The fees of the securities administrator and the trustee,
as trustee and custodian, will not be paid by the trust but rather will be paid
by the master servicer on behalf of the trust. The fees of the Delaware trustee
will not be paid by the trust but rather will be paid by the seller.

The servicer, the master servicer, the trustee, the Delaware trustee, the
securities administrator and the custodian will also be entitled to
reimbursement of certain expenses from the trust before payments are made on the
certificates.

See "Fees and Expenses of the Trust" in this prospectus supplement.

FINAL SCHEDULED DISTRIBUTION DATE

The final scheduled distribution date for each class of the offered certificates
will be the applicable distribution date specified in the table on page S-5. The
actual final distribution date for each class of the offered certificates may be
earlier, and could be substantially earlier, than the applicable final scheduled
distribution date.

CREDIT ENHANCEMENT

The senior certificates will have a prior right of payment over the subordinate
certificates. Among the classes of subordinate certificates, the Class B-1
Certificates will have the highest payment priority and the Class B-6
Certificates will have the lowest payment priority.

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


                                      S-17



certificates (other than the Class A-X Certificates) on a pro rata basis.

In addition, the manner of allocating payments of principal to the certificates
will differ, as described in this prospectus supplement, depending upon the
occurrence of several different events or triggers.

Up to and including the distribution date in June 2013, the subordinate
certificates will not receive any unscheduled principal unless the senior
certificates (other than the Class A-X Certificates) are paid down to zero or
the credit enhancement provided by the subordinate certificates has doubled
prior to that date and certain loss and delinquency tests have been satisfied.
After the distribution date in June 2013, subject to certain loss and
delinquency triggers being satisfied, the subordinate certificates will receive
increasing portions of principal prepayments over time.

See "Description of the Certificates--Principal," "--Allocation of Losses" and
"--Subordination of the Subordinate Certificates" in this prospectus supplement.

RATINGS

It is a condition to the issuance of the offered certificates that the
certificates initially have the ratings from Fitch Ratings and Moody's Investors
Service, Inc. set forth in the table on page S-5. The ratings on the offered
certificates address the likelihood that the holders of the offered certificates
will receive all distributions on the mortgage loans to which they are entitled.

A rating is not a recommendation to buy, sell or hold securities and it may be
lowered or withdrawn at any time by the assigning rating agency.

The ratings do not address the likelihood that any payments under the yield
maintenance agreements will be made to the holders of the Class A-1, Class A-2
or Class A-3 Certificates.

See "Ratings" in this prospectus supplement for additional information.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

In the opinion of McKee Nelson LLP, for federal income tax purposes, a portion
of the trust will comprise multiple "real estate mortgage investment conduits"
or REMICs. Each offered certificate (other than the Class A-R Certificate) will
represent ownership of REMIC "regular interests." In addition, each Class A-1,
Class A-2 and Class A-3 certificate will represent ownership of certain rights
and obligations with respect to the sale of such certificates on the auction
distribution date. Moreover, each such certificate will represent certain rights
to payments in respect of the related yield maintenance agreement, and the Class
A-X Certificates will represent the right to receive any excess amounts from the
yield maintenance agreements. The offered certificates (other than the Class A-X
Certificates) represent ownership of rights and obligations with respect to the
purchase of such certificates from payments from the final maturity reserve
trust. These additional rights and obligations will represent rights and
obligations separate from the REMIC regular interest. The Class A-R Certificate
will represent the sole "residual interest" in each REMIC created under the
pooling and servicing agreement.

The offered certificates (other than the Class A-R Certificate) generally will
be treated as newly originated debt instruments for federal income tax purposes.
Beneficial owners of the offered certificates will be required to report income
on the offered certificates in accordance with the accrual method of accounting.

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

ERISA CONSIDERATIONS

Subject to satisfaction of certain conditions, ERISA Plans may purchase the
offered certificates other than the Class A-R Certificate. However, before the
termination of the final maturity reserve trust, the offered certificates (other
than the Class A-X Certificates), may not be acquired or held by any person
investing assets of any such plans or arrangements, unless such acquisition or
holding is eligible for the exemptive relief available under one of the class
exemptions described in this prospectus supplement under "ERISA
Considerations--ERISA Considerations With Respect to Auction Swap Agreement and
the Final Maturity Reserve Trust." A fiduciary of an employee benefit plan or
other retirement arrangement must determine that the purchase of a certificate
is consistent with its fiduciary duties under applicable law.

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


                                      S-18


LEGAL INVESTMENT CONSIDERATIONS

The senior certificates and Class B-1 Certificates will be "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984, or SMMEA, as long as they are rated in one of the two highest rating
categories by at least one nationally recognized statistical rating
organization. The Class B-2 and Class B-3 Certificates will not be rated in one
of the two highest rating categories by a nationally recognized statistical
rating organization and, therefore, will not be "mortgage related securities"
for purposes of SMMEA.

See "Legal Investment Considerations" in this prospectus supplement and in the
prospectus.

LISTING

The certificates are not listed, and no party to the transaction intends to list
the certificates, on any exchange or to quote them in the automated quotation
system of a registered securities organization.


                                      S-19



                                  RISK FACTORS

     THE FOLLOWING INFORMATION, TOGETHER WITH THE INFORMATION SET FORTH UNDER
"RISK FACTORS" IN THE PROSPECTUS WHICH YOU ALSO SHOULD CAREFULLY CONSIDER,
IDENTIFIES THE PRINCIPAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE
CERTIFICATES.

THE YIELD ON THE CERTIFICATES
MAY BE AFFECTED BY CHANGES IN
INTEREST RATES................   No prediction can be made as to future levels
                                 of LIBOR (the applicable index in determining
                                 the pass-through rates for the Class A-1, Class
                                 A-2 and Class A-3 Certificates (which
                                 pass-through rates are used to determine the
                                 pass-through rate of the Class A-X
                                 Certificates) and one-month LIBOR (the
                                 applicable index in determining the loan rate
                                 for approximately 12.21% of the mortgage
                                 loans), six-month LIBOR (the applicable index
                                 in determining the loan rate for approximately
                                 9.86% of the mortgage loans), one-year LIBOR
                                 (the applicable index in determining the loan
                                 rate for approximately 75.77% of the mortgage
                                 loans) and one-year CMT (the applicable index
                                 in determining the loan rate for approximately
                                 2.15% of the mortgage loans) or as to the
                                 timing of any changes therein, each of which
                                 will affect the yield of the certificates.

                                 The amount of interest collections generated
                                 from the related loan group may not always be
                                 sufficient to pay the holders of the Class A-1,
                                 Class A-2 and Class A-3 Certificates interest
                                 at a rate equal to LIBOR plus the applicable
                                 margin due to, among other factors, the
                                 following:

                                 o    The indices described above applicable to
                                      the mortgage loans differ from, and adjust
                                      at different intervals than, LIBOR, and,
                                      in some cases do not adjust for a period
                                      of years. In addition, certain of the
                                      mortgage loans are subject to maximum
                                      interest rate ceilings which maximum rates
                                      may be less than the pass-through rates of
                                      one or more classes of the offered
                                      certificates. Consequently, the interest
                                      that becomes due on these mortgage loans
                                      during the related due period may be less
                                      than interest that would accrue on these
                                      certificates at the rate of LIBOR plus the
                                      applicable margin.

                                 o    Losses on or prepayments of mortgage loans
                                      with relatively higher net loan rates may
                                      reduce the weighted average of the net
                                      loan rates of the loan group below the
                                      applicable pass-through rates on these
                                      certificates.

                                 Except in the case of losses on the related
                                 mortgage loans, payments due under the related
                                 yield maintenance agreement for the benefit of
                                 the Class A-1, Class A-2 and Class A-3
                                 Certificates, as described herein, are intended
                                 to be sufficient to cover any interest
                                 shortfall attributable to the excess of (i) the
                                 amount of interest accrued on each such class
                                 at the applicable pass-through rate over (ii)
                                 the amount of interest that would have accrued
                                 on such class assuming the pass-through rate
                                 for such class had been subject to a cap equal
                                 to the weighted average of the net loan rates
                                 of the related loan group. Accordingly, a
                                 portion of the interest owed to the Class A-1,
                                 Class A-2 and Class A-3 Certificates under
                                 their applicable pass-through rate may be
                                 dependent on payments received by the
                                 securities administrator under the related
                                 yield maintenance agreements.


                                      S-20



                                 In addition, if on any distribution date, up to
                                 and including the distribution date in June
                                 2009, the weighted average of the weighted
                                 average net loan rates of the mortgage loans in
                                 each loan group is less than or equal to the
                                 weighted average of the pass-through rates of
                                 the Class A-1, Class A-2 and Class A-3
                                 Certificates, the pass-through rate of the
                                 Class A-X Certificates will be reduced to zero.
                                 Thus, the yield to investors in the Class A-X
                                 Certificates will be sensitive to fluctuations
                                 in LIBOR relative to the weighted average net
                                 loan rates of the mortgage loans.

                                 See "The Mortgage Loan Groups" in this
                                 prospectus supplement.

LOAN PREPAYMENTS MAY ADVERSELY
AFFECT THE AVERAGE LIFE OF,
AND RATE OF RETURN ON, YOUR
CERTIFICATES..................   Borrowers may prepay their mortgage loans in
                                 whole or in part at any time; however,
                                 approximately 17.87%, 18.94% and 17.53% of the
                                 group 1, group 2 and group 3 mortgage loans,
                                 respectively, require the payment of a
                                 prepayment penalty in connection with any
                                 voluntary prepayment occurring during periods
                                 that generally range from six months to five
                                 years after origination. These penalties may
                                 discourage borrowers from prepaying their
                                 mortgage loans during the penalty period. All
                                 prepayment penalty payments will be remitted to
                                 the master servicer by the servicers to the
                                 extent provided in their related servicing
                                 agreements but will not be available to make
                                 distributions on the certificates. We cannot
                                 predict the rate at which borrowers will repay
                                 their mortgage loans. A prepayment of a
                                 mortgage loan generally will result in a
                                 payment of principal on the offered
                                 certificates.

                                 o    If you purchase your certificates at a
                                      discount and principal is repaid slower
                                      than you anticipate, then your yield may
                                      be lower than you anticipate.

                                 o    If you purchase your certificates at a
                                      premium and principal is repaid faster
                                      than you anticipate, then your yield may
                                      be lower than you anticipate.

                                 o    The rate of prepayments on the mortgage
                                      loans will be sensitive to prevailing
                                      interest rates. Generally, if prevailing
                                      interest rates decline significantly below
                                      the interest rates on the mortgage loans,
                                      the mortgage loans are more likely to
                                      prepay than if prevailing rates remain
                                      above the interest rates on the mortgage
                                      loans. Conversely, if prevailing interest
                                      rates rise significantly, prepayments on
                                      the mortgage loans are likely to decrease.

                                 o    The seller is required to purchase from
                                      the trust the related mortgage loans in
                                      the event certain breaches of
                                      representations and warranties occur and
                                      are not cured. Thornburg Mortgage, Inc.
                                      has the obligation to purchase any
                                      mortgage loan for which the borrower
                                      elects to convert its interest rate to a
                                      fixed interest rate or modify its interest
                                      rate in accordance with the related
                                      mortgage note. Moreover, the seller has
                                      the option, but not the obligation, to
                                      repurchase from the trust and then modify
                                      any mortgage loan for which the borrower
                                      has requested a modification that is not
                                      then permitted under the related mortgage
                                      note. These purchases or liquidations will
                                      have the same effect on the holders


                                      S-21



                                      of the offered certificates as a
                                      prepayment in full of the related mortgage
                                      loans.

                                 o    If the rate of default or the severity of
                                      losses on the mortgage loans is higher
                                      than you expect, then your yield may be
                                      lower than you expect.

                                 o    Under the principal distribution
                                      priorities described in this prospectus
                                      supplement, if prepayments in one or more
                                      loan groups reduce the certificate
                                      principal balance of the related senior
                                      certificates to zero, future distributions
                                      which would otherwise be payable to the
                                      subordinate certificates may be used to
                                      pay outstanding senior certificates in
                                      another loan group thereby reducing the
                                      amount distributable to the subordinate
                                      certificates and increasing the amount
                                      distributable to the senior certificates.

                                 o    Prospective purchasers of the Class A-X
                                      Certificates should carefully consider the
                                      risk that a rapid rate of principal
                                      payments on the mortgage loans could
                                      result in the failure of such purchasers
                                      to recover their initial investments.

                                 See "Yield, Prepayment and Maturity
                                 Considerations" in this prospectus supplement
                                 for a description of factors that may influence
                                 the rate and timing of prepayments on the
                                 mortgage loans.

MORTGAGE LOANS WITH
INTEREST-ONLY PAYMENTS........   As of the cut-off date, approximately 96.28%,
                                 95.33% and 95.73% of the group 1, group 2 and
                                 group 3 mortgage loans, respectively, require
                                 the borrowers to make monthly payments of
                                 accrued interest, but not principal, for a
                                 fixed period following origination ranging from
                                 three years to ten years. After the
                                 interest-only period, the 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. When the monthly payment increases, the
                                 borrower may not be able to pay the increased
                                 amount and may default or may refinance the
                                 loan to avoid the higher payment. Because no
                                 principal payments may be made on the mortgage
                                 loans for a period of time, certificateholders
                                 will receive smaller principal distributions
                                 than they would have received if the borrowers
                                 were required to make monthly payments of
                                 interest and principal for the lives of the
                                 mortgage loans. Absent other considerations,
                                 this slower rate of principal distributions
                                 will result in longer, and in some cases
                                 substantially longer, weighted average lives of
                                 the related offered certificates and may reduce
                                 the return on an investment in an offered
                                 certificate that is purchased at a discount to
                                 its principal amount.

IF CREDIT ENHANCEMENT IS
INSUFFICIENT, YOU COULD
EXPERIENCE LOSSES ON YOUR
CERTIFICATES..................   Credit enhancement will be provided for the
                                 offered certificates, first, by the right of
                                 the holders of offered certificates to receive
                                 payments before the classes subordinate to them
                                 and, second, by the allocation of realized
                                 losses on the mortgage loans to the subordinate
                                 classes in reverse order of their numerical
                                 class designations.

                                 The first form of credit enhancement uses
                                 collections on the mortgage loans otherwise
                                 payable to holders of subordinate classes to
                                 pay interest or


                                      S-22



                                 principal due on more senior classes.
                                 Collections otherwise payable to subordinate
                                 classes represent the sole source of funds from
                                 which this type of credit enhancement is
                                 provided.

                                 The second form of credit enhancement provides
                                 that, except as described below, realized
                                 losses from any loan group are allocated:

                                      first, to the subordinate certificates in
                                      the reverse order of their priority of
                                      payment, beginning with the subordinate
                                      certificates with the lowest payment
                                      priority, until the principal amount of
                                      each such class has been reduced to zero,
                                      and

                                      second, to the related class of senior
                                      certificates (other than the Class A-X
                                      Certificates) on a pro rata basis until
                                      their respective principal amounts are
                                      reduced to zero.

                                 Accordingly, if the aggregate principal balance
                                 of each subordinate class were to be reduced to
                                 zero, delinquencies and defaults on the
                                 mortgage loans in a loan group would reduce the
                                 amount of funds available for monthly
                                 distributions to holders of the related senior
                                 certificates. In addition, higher than expected
                                 losses on one group of mortgage loans will
                                 decrease the amount of credit support provided
                                 by the subordinate certificates to the senior
                                 certificates with respect to all other groups
                                 of mortgage loans.

                                 See "Description of the
                                 Certificates--Allocation of Losses" and
                                 "--Subordination of the Subordinate
                                 Certificates" in this prospectus supplement for
                                 additional information.

LOAN PREPAYMENTS MAY RESULT IN
SHORTFALLS IN INTEREST
COLLECTIONS AND REDUCE THE
YIELD ON YOUR CERTIFICATES....   When a mortgage loan is prepaid in full or in
                                 part, the borrower is charged interest only up
                                 to the date on which the payment is made,
                                 rather than for an entire month. This may
                                 result in a shortfall in interest collections
                                 available for payment on the next distribution
                                 date. The servicers are generally required to
                                 cover the shortfall in interest collections
                                 attributable to prepayments in full and, in
                                 some cases, in part, but only to the extent of
                                 the related servicing fee. The master servicer
                                 is required to cover these interest shortfalls,
                                 to the extent required but not paid by the
                                 servicers, up to an amount equal to the master
                                 servicing fee.

                                 Any uncovered prepayment interest shortfall may
                                 adversely affect the yield on your investment.

RAPID PREPAYMENTS WILL REDUCE
THE YIELD ON THE CLASS A-X
CERTIFICATES..................   The Class A-X Certificates receive only
                                 distributions of interest. The yield to
                                 maturity on the Class A-X Certificates will be
                                 extremely sensitive to the level of prepayments
                                 on the mortgage loans. The notional amount of
                                 the Class A-X Certificates with respect to any
                                 distribution date on or prior to the
                                 distribution date in June 2009 will equal the
                                 aggregate certificate principal balances of the
                                 Class A-1, Class A-2 and Class A-3 Certificates
                                 immediately prior to that distribution date.
                                 Accordingly, the faster that the mortgage loans
                                 prepay, the faster the Class A-1, Class A-2 and
                                 Class A-3


                                      S-23



                                 Certificates will be reduced and therefore, the
                                 less interest the Class A-X Certificates will
                                 receive.

                                 The yield to maturity on the Class A-X
                                 Certificates will be especially sensitive to
                                 the level of prepayments on the mortgage loans
                                 with higher initial interest rates. In
                                 addition, the Class A-X Certificates will not
                                 be entitled to any distributions of interest
                                 after the distribution date in June 2009.

                                 You should fully consider the risks associated
                                 with an investment in the Class A-X
                                 Certificates. If the mortgage loans prepay
                                 faster than expected or if the trust is
                                 terminated earlier than expected, you may not
                                 fully recover your initial investment. See
                                 "Yield, Prepayment and Maturity
                                 Considerations--Yield Considerations with
                                 Respect to the Class A-X Certificates" in this
                                 prospectus supplement for a table showing
                                 expected yields at different prepayment rates.

CHANGES IN MORTGAGE INDICES
MAY REDUCE THE YIELDS ON
CERTAIN CERTIFICATES..........   As described in this prospectus supplement, the
                                 subordinate certificates will accrue interest
                                 at a rate based on the weighted average of the
                                 net loan rates on all the mortgage loans, the
                                 Class A-R Certificates will accrue interest at
                                 a rate based on the weighted average of the net
                                 loan rates on the group 1 mortgage loans, and
                                 after the auction date, the remaining classes
                                 of senior certificates will accrue interest at
                                 rates generally based on the weighted average
                                 of the net loan rates of the mortgage loans in
                                 the related loan group. Except with respect to
                                 the hybrid mortgage loans during their
                                 respective fixed rate periods, the interest
                                 rates on the mortgage loans will be calculated
                                 on the basis of the related index plus the
                                 applicable margin, as described in this
                                 prospectus supplement. As a result, declines in
                                 the indices on which the interest rates on the
                                 mortgage loans in any loan group are based will
                                 generally result, over time, in lower yields on
                                 the related classes of certificates.
                                 Furthermore, any increase in the indices in any
                                 loan group on which the interest rates are
                                 based may result in prepayments on the mortgage
                                 loans and payments of principal on offered
                                 certificates then entitled to principal and a
                                 decrease in the notional amount of the Class
                                 A-X Certificates. In addition, prepayments on
                                 mortgage loans in any loan group with higher
                                 interest rates will reduce the weighted average
                                 of the interest rates on the mortgage loans in
                                 such loan group and, consequently, reduce the
                                 interest rate of the related classes of
                                 certificates.

CERTAIN FEATURES OF THE
MORTGAGE LOANS MAY ADVERSELY
AFFECT YOUR INVESTMENT IN THE
CERTIFICATES .................   The mortgage loans have features that create
                                 additional risks to investors, including those
                                 described below.

                                 o    As of the cut-off date, approximately
                                      45.77%, 53.49% and 53.54% of the group 1,
                                      group 2 and group 3 mortgage loans,
                                      respectively, had principal balances
                                      greater than $1,000,000. You should
                                      consider the risk that the loss and
                                      delinquency experience on these high
                                      balance mortgage loans may have a
                                      disproportionate effect on the related
                                      loan group and the pool of mortgage loans
                                      as a whole.


                                      S-24



                                 o    As of the cut-off date, approximately
                                      0.65%, 1.22% and 0.72% of the group 1,
                                      group 2 and group 3 mortgage loans,
                                      respectively, are secured by additional
                                      collateral, generally marketable
                                      securities and certificates of deposit.
                                      Because of special tax rules and
                                      applicable state anti-deficiency laws, the
                                      trust may not be able to make use of the
                                      value of the additional collateral if the
                                      borrower defaults. In addition, the market
                                      value of any additional collateral will
                                      change from time to time and may not equal
                                      the market value at the time the loan was
                                      made. As a result, if a borrower under one
                                      of these mortgage loans defaults, there
                                      can be no assurance that the value of the
                                      additional collateral will be available or
                                      adequate to protect the trust from losses.

CONVERSION OR MODIFICATION OF
THE MORTGAGE LOANS MAY REDUCE
THE YIELDS ON THE
CERTIFICATES..................   As of the cut-off date, approximately 1.08%,
                                 0.34% and 0.19% of the group 1, group 2 and
                                 group 3 mortgage loans, respectively, allow the
                                 borrower to convert the adjustable interest
                                 rate of such mortgage loans to a fixed interest
                                 rate and approximately 24.59%, 20.77% and
                                 20.03% of the group 1, group 2 and group 3
                                 mortgage loans, respectively, allow the
                                 borrower to modify the interest rate of such
                                 mortgage loan to any other then-available
                                 hybrid or adjustable rate product of the
                                 seller, including to a different index or to a
                                 different hybrid structure. The seller is not
                                 aware of any publicly available statistics that
                                 set forth principal prepayment, conversion or
                                 modification experience or forecasts of similar
                                 adjustable rate or hybrid mortgage loans over
                                 an extended period of time, and its experience
                                 with respect to adjustable rate or hybrid
                                 mortgages is insufficient to draw any
                                 conclusions with respect to the expected
                                 conversion or modification rates on these
                                 mortgage loans.

                                 Just as mortgage loans originated in a high
                                 interest rate environment may be subject to a
                                 greater rate of principal prepayments when
                                 interest rates decrease, convertible or
                                 modifiable mortgage loans may be subject to a
                                 greater rate of conversion to fixed interest
                                 rate loans or modification to new adjustable or
                                 hybrid interest rates in a low interest rate
                                 environment. For example, if prevailing
                                 interest rates fall significantly, convertible
                                 or modifiable mortgage loans could be subject
                                 to higher conversion or modification rates than
                                 if prevailing interest rates remain constant
                                 because the availability of fixed rate or other
                                 adjustable rate mortgage loans at competitive
                                 interest rates may encourage borrowers to
                                 convert their mortgages to "lock in" a lower
                                 fixed interest rate or to modify their mortgage
                                 loans to take advantage of the availability of
                                 other adjustable rates. The conversion and
                                 modification features may also be exercised in
                                 a rising interest rate environment as borrowers
                                 attempt to limit their risk of higher rates. In
                                 addition, any mortgage loans which convert or
                                 modify to a lower interest rate will lower the
                                 interest rate on the related class or classes
                                 of certificates to the extent that the interest
                                 rates on such class or classes are based on the
                                 net rates of such mortgage loans.

                                 Thornburg Mortgage, Inc. is obligated to
                                 purchase any mortgage loan whose interest rate
                                 has been modified or converted in accordance
                                 with the terms of the related mortgage note.
                                 The seller also has the option, but not the
                                 obligation, to repurchase and modify any
                                 mortgage loan for which the borrower has
                                 requested a modification that is not then
                                 permitted under the related mortgage note. As a
                                 result of these purchases, the trust may incur
                                 increased prepayments. If Thornburg Mortgage,
                                 Inc. does not purchase all


                                      S-25



                                 of the mortgage loans whose interest rate has
                                 been converted to a fixed interest rate, the
                                 trust may include over time fixed rate mortgage
                                 loans, which will affect the interest rates on
                                 certain of the offered certificates.

WHEN YOUR CLASS A-1, CLASS A-2
AND CLASS A-3 CERTIFICATES ARE
TRANSFERRED ON THE AUCTION
DISTRIBUTION DATE, YOU MAY NOT
RECEIVE PAR FOR THOSE
CERTIFICATES IF THE MONEY
AVAILABLE UNDER THE AUCTION
AND THE AUCTION SWAP AGREEMENT
IS INSUFFICIENT...............   If you hold a Class A-1, Class A-2 or Class A-3
                                 Certificate on the distribution date in June
                                 2009, your certificate will be transferred to
                                 third-party investors on that distribution
                                 date, thereby ending your investment in that
                                 certificate.

                                 If the outstanding principal balance of any of
                                 these classes of certificates after application
                                 of interest and principal distributions and
                                 allocations of realized losses and any
                                 recoveries of principal from liquidated
                                 mortgage loans on the distribution date in June
                                 2009, is greater than the amount received in
                                 the auction, the auction swap counterparty,
                                 pursuant to an auction swap agreement, will be
                                 obligated to pay the amount of that excess to
                                 the auction administrator for distribution to
                                 the holders of the applicable certificates. In
                                 the event that all or a portion of a class of
                                 the Class A-1, Class A-2 or Class A-3
                                 Certificates is not sold in the auction, the
                                 auction proceeds for such certificates will be
                                 deemed to be zero and the auction swap
                                 counterparty will pay the auction administrator
                                 the entire outstanding principal balance of the
                                 unsold certificates after application of
                                 interest and principal distributions and
                                 allocation of realized losses and any
                                 recoveries of principal from liquidated
                                 mortgage loans on the distribution date in June
                                 2009, in exchange for such certificates. If the
                                 auction swap counterparty defaults on its
                                 obligations under the auction swap agreement,
                                 you may receive an amount less than the sum of
                                 the outstanding principal balance of your
                                 certificates after application of interest and
                                 principal distributions and allocation of
                                 realized losses and any recoveries of principal
                                 from liquidated mortgage loans, on the
                                 distribution date in June 2009. In addition, if
                                 the auction swap counterparty defaults and if
                                 not all of the class of certificates is
                                 purchased by third-party investors in the
                                 auction, then your certificate (or part of your
                                 certificate) may not be transferred, in which
                                 case you will not receive any proceeds from the
                                 auction and you will retain your certificate
                                 (or part of your certificate). Furthermore, if
                                 there are auction proceeds in excess of the
                                 outstanding principal balance of the Class A-1,
                                 Class A-2 and Class A-3 Certificates you will
                                 not be entitled to receive any such excess
                                 proceeds.

THE CLASS A-1, CLASS A-2 AND
CLASS A-3 CERTIFICATES ARE
SUBJECT TO YIELD MAINTENANCE
COUNTERPARTY RISK.............   The securities administrator will enter into
                                 three yield maintenance agreements on behalf of
                                 Thornburg Mortgage Securities Trust 2006-3 with
                                 The Royal Bank of Scotland plc, as yield
                                 maintenance counterparty, one each for the
                                 benefit of the Class A-1, Class A-2 and Class
                                 A-3 Certificates. The yield maintenance
                                 agreements will require the yield maintenance
                                 counterparty to make certain payments to the
                                 trust if the amount of interest


                                      S-26



                                 received from interest collections on the
                                 related mortgage loans is less than interest
                                 accrued on the related certificates at the
                                 applicable pass-through rates as described
                                 herein under "Description of the
                                 Certificates--Interest--The Yield Maintenance
                                 Agreements." To the extent that interest
                                 payments on the Class A-1, Class A-2 and Class
                                 A-3 Certificates depends in part on payments
                                 received by the securities administrator under
                                 the yield maintenance agreements, the ability
                                 of the securities administrator to make such
                                 payments will be subject to the credit risk of
                                 the yield maintenance counterparty.

IF THE RECEIPT OF LIQUIDATION
PROCEEDS IS DELAYED OR IF THE
LIQUIDATION PROCEEDS ARE LESS
THAN THE MORTGAGE LOAN
BALANCE, YOU COULD SUFFER A
LOSS ON YOUR CERTIFICATES.....   Substantial delays could be encountered in
                                 connection with the liquidation of delinquent
                                 mortgage loans. Further, liquidation expenses
                                 such as legal fees, real estate taxes and
                                 maintenance and preservation expenses may
                                 reduce the portion of liquidation proceeds
                                 payable to you. If a mortgaged property fails
                                 to provide adequate security for the related
                                 mortgage loan, you will incur a loss on your
                                 investment if the credit enhancement is
                                 insufficient to cover that deficiency.

AN INVESTMENT IN THE
CERTIFICATES MAY NOT BE
APPROPRIATE FOR SOME
INVESTORS.....................   The offered certificates may not be an
                                 appropriate investment for investors who do not
                                 have sufficient resources or expertise to
                                 evaluate the particular characteristics of the
                                 offered certificates. This may be the case due,
                                 for example, to the following reasons.

                                 o    The yield to maturity of offered
                                      certificates purchased at a price other
                                      than par will be sensitive to the
                                      uncertain rate and timing of principal
                                      prepayments on the mortgage loans.

                                 o    The rate of principal distributions on and
                                      the weighted average lives of the offered
                                      certificates will be sensitive to the
                                      uncertain rate and timing of principal
                                      prepayments on the mortgage loans and the
                                      priority of principal distributions among
                                      the classes of certificates entitled to
                                      principal. Accordingly, the offered
                                      certificates may be an inappropriate
                                      investment if you require a distribution
                                      of a particular amount of principal on a
                                      specific date or an otherwise predictable
                                      stream of distributions.

                                 o    You may not be able to reinvest
                                      distributions on an offered certificate at
                                      a rate at least as high as the
                                      pass-through rate applicable to your
                                      certificate, since distributions generally
                                      are expected to be greater during periods
                                      of relatively low interest rates.

                                 o    Your investment in any of the offered
                                      certificates may be ended before you
                                      desire if either the optional securities
                                      purchase right or the optional termination
                                      of the trust is exercised.


                                      S-27



GEOGRAPHIC CONCENTRATION OF
THE MORTGAGE LOANS MAY
ADVERSELY AFFECT YOUR
CERTIFICATES..................   Approximately 29.18%, 25.51% and 40.32% of the
                                 group 1, group 2 and group 3 mortgage loans,
                                 respectively, are secured by properties in
                                 California, approximately 12.70% and 10.94% of
                                 the group 1 and group 2 mortgage loans,
                                 respectively, are secured by properties in
                                 Colorado, and approximately 11.73% of the group
                                 1 mortgage loans are secured by properties in
                                 Florida. The rate of delinquencies, defaults
                                 and losses on the mortgage loans may be higher
                                 than if fewer of the mortgage loans were
                                 concentrated in those states because the
                                 following conditions in those states, now or in
                                 the future, will have a disproportionate impact
                                 on the mortgage loans in general:

                                 o    Weak economic conditions, which may or may
                                      not affect real property values, may
                                      affect the ability of borrowers to repay
                                      their loans on time.

                                 o    Declines in the residential real estate
                                      market in those states may reduce the
                                      values of properties, which would result
                                      in an increase in the loan-to-value
                                      ratios.

                                 o    Properties in those states, particularly
                                      California and Florida, may be more
                                      susceptible than homes located in other
                                      parts of the country to certain types of
                                      uninsurable hazards, such as earthquakes,
                                      as well as storms, floods, hurricanes,
                                      wildfires, mudslides and other natural
                                      disasters.

                                 Natural disasters affect regions of the United
                                 States from time to time, and may result in
                                 increased losses on mortgage loans in those
                                 regions, or in insurance payments that will
                                 constitute prepayments of those mortgage loans.

IT MAY BE DIFFICULT TO RESELL
YOUR CERTIFICATES.............   There is currently no secondary market for the
                                 offered certificates and there can be no
                                 assurance that a secondary market for the
                                 offered certificates will develop.
                                 Consequently, you may not be able to sell your
                                 certificates readily or at prices that will
                                 enable you to realize your desired yield. The
                                 market values of the certificates are likely to
                                 fluctuate. Any of these fluctuations may be
                                 significant and could result in significant
                                 losses to you.

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

MILITARY ACTION AND TERRORIST
ATTACKS MAY ADVERSELY IMPACT
THE PERFORMANCE OF THE
MORTGAGE LOANS................   The effects that military action by U.S. forces
                                 in Iraq or other regions, possible terrorist
                                 attacks in the United States or other incidents
                                 and related military action may have on the
                                 performance of the mortgage loans or on the
                                 values of mortgaged properties cannot be
                                 determined at this time. Investors should
                                 consider the possible effects on delinquency,
                                 default and prepayment experience of the
                                 mortgage loans. Federal agencies and
                                 non-government lenders have and may continue to
                                 defer, reduce or forgive


                                      S-28



                                 payments and delay foreclosure proceedings in
                                 respect of loans to borrowers affected in some
                                 way by recent and possible future events.

                                 In addition, activation of a substantial number
                                 of U.S. military reservists or members of the
                                 National Guard may significantly increase the
                                 proportion of mortgage loans whose interest
                                 rates are reduced by application of the
                                 Servicemembers Civil Relief Act or similar
                                 state or local laws (the "Relief Act").
                                 Interest payable to holders of the senior
                                 certificates and the subordinate certificates
                                 will be reduced on a pro rata basis by any
                                 reductions in the amount of interest
                                 collectible as a result of the application of
                                 the Relief Act. The servicers and master
                                 servicer are not required to advance these
                                 shortfalls as delinquent payments, and such
                                 shortfalls are not covered by any form of
                                 credit enhancement on the certificates.

BANKRUPTCY OR INSOLVENCY MAY
AFFECT THE TIMING AND AMOUNT
OF DISTRIBUTIONS ON YOUR
CERTIFICATES..................   The transfer of the mortgage loans by the
                                 seller to the depositor will be characterized
                                 in the mortgage loan purchase agreement as a
                                 sale transaction. Nevertheless, in the event of
                                 a bankruptcy of the seller, the trustee in
                                 bankruptcy could attempt to recharacterize the
                                 sale of the mortgage loans to the depositor as
                                 a borrowing secured by a pledge of the mortgage
                                 loans.

                                 If the attempt to recharacterize the transfer
                                 of the mortgage loans were successful, a
                                 trustee in bankruptcy could elect to accelerate
                                 payment of the certificates and liquidate the
                                 mortgage loans, with the holders of the
                                 certificates entitled to no more than the
                                 outstanding class principal balances, if any,
                                 of the classes of certificates, together with
                                 interest thereon at the applicable pass-through
                                 rate to the date of payment. In the event of an
                                 acceleration of the certificates, the holders
                                 of the certificates would lose the right to
                                 future payments of interest, might suffer
                                 reinvestment losses in a lower interest rate
                                 environment and may fail to recover their
                                 initial investment. Regardless of whether an
                                 acceleration takes place, delays in payments on
                                 the certificates and possible reductions in the
                                 amount of those payments could occur.

THE CLASS A-R CERTIFICATE IS
SUBJECT TO SPECIAL RISKS......   Although the holder of the Class A-R
                                 Certificate is entitled to receive a
                                 distribution of principal and interest as
                                 described in this prospectus supplement, it is
                                 not expected to receive any distribution in
                                 respect of its certificate after the first
                                 distribution date. In addition, the holder of
                                 the Class A-R Certificate may have tax
                                 liabilities with respect to its certificate
                                 during the early years of the related REMIC
                                 that substantially exceed the principal payable
                                 on that certificate.


                                      S-29



                                    GLOSSARY

     There is a Glossary of Terms beginning on page S-168 where you will find
definitions of certain capitalized terms used in this prospectus supplement. You
should read the Glossary of Terms carefully because it defines many concepts
that are important to understanding the certificates.

                            THE MORTGAGE LOAN GROUPS

GENERAL

     The assets held by Thornburg Mortgage Securities Trust 2006-3 will consist
primarily of three loan groups of adjustable rate and hybrid, first lien,
residential mortgage loans. The mortgage loans have interest rates ("loan
rates") that adjust based on various indices with original terms to maturity of
not more than 40 years. The adjustable rate mortgage loans adjust on a monthly,
semi-annual or annual basis. The hybrid mortgage loans generally have loan rates
that first adjust after an initial fixed rate period of three, five, seven or
ten years following origination depending on the terms of the particular
mortgage note and then adjust monthly, semi-annually or annually depending on
the terms of the particular mortgage note.

     As of the cut-off date, there were 2,092 mortgage loans with an aggregate
principal balance of approximately $1,554,370,552. The mortgage loans have been
divided into three loan groups designated as the "group 1 mortgage loans,"
"group 2 mortgage loans" and "group 3 mortgage loans." We refer to each of the
groups of mortgage loans as a "loan group." Approximately 13.97% of the group 1
mortgage loans are hybrid mortgage loans for which their first loan rate
adjustment date occurs approximately three years following origination and
approximately 84.44% are hybrid mortgage loans for which their first loan rate
adjustment date occurs approximately five years following origination, in each
case as set forth in the related mortgage note. The remaining 1.59% of the group
1 mortgage loans are adjustable rate mortgage loans which have interest rates
that adjust monthly, semi-annually or annually. All of the group 2 mortgage
loans are hybrid mortgage loans for which their first rate adjustment date
occurs approximately seven years following origination and all of the group 3
mortgage loans are hybrid mortgage loans for which their first loan rate
adjustment date occurs approximately ten years following origination, in each
case as set forth in the related mortgage note. Each hybrid mortgage loan will
then adjust either monthly, semi-annually or annually depending on the terms of
the particular mortgage note.

     The principal balance of each mortgage loan as of the cut-off date reflects
the application of scheduled payments of any principal due on that mortgage loan
on or prior to the cut-off date, whether or not received, and any prepayments
received on or prior to the cut-off date. Whenever reference is made herein to a
percentage of some or all of the mortgage loans, that percentage is determined
on the basis of the principal balances of such mortgage loans as of the cut-off
date, unless otherwise specified. Certain mortgage loans described in this
prospectus supplement may prepay or become ineligible prior to the closing date.
As a result of the foregoing, the statistical characteristics of the mortgage
loans delivered on the closing date may vary somewhat from the characteristics
described in this prospectus supplement although it is not anticipated that the
variances will be material. The aggregate principal balance of the mortgage
loans set forth above is subject to a variance of plus or minus ten percent.

     Each of the mortgage loans in the trust is secured by a mortgage, deed of
trust or other similar security instrument that creates a first lien on the
related mortgaged property. We refer to these instruments as "mortgages" in this
prospectus supplement. The mortgaged properties are detached or semi-detached
one- to four-family dwelling units, individual units in planned unit
developments, individual condominium units and, in some cases, shares issued by
cooperative housing corporations and related leasehold interests.

     Pursuant to a mortgage loan purchase agreement between the seller and the
depositor, the depositor will purchase the mortgage loans from the seller. Under
the pooling and servicing agreement, the depositor will cause the mortgage loans
to be assigned to the trust for the benefit of the certificateholders. See "The
Pooling and Servicing Agreement" in this prospectus supplement.


                                      S-30



     The mortgage loans were generally originated in accordance with the
seller's underwriting guidelines for its correspondent and retail channels
described herein. See "The Seller--Underwriting Standards--The Seller's
Underwriting Process" herein.

     All of the mortgage loans were originated by the seller (including its
correspondent lenders). The mortgage loans originated by the Seller and its
correspondent lenders, other than First Republic Bank and Countrywide Home
Loans, Inc. ("Countrywide"), were originated by them in accordance with the
Seller's underwriting guidelines. Approximately 12.24% and 0.64% of the mortgage
loans were originated by First Republic Bank and Countrywide, respectively, in
accordance with their underwriting guidelines. Approximately 82.64% and 12.24%
of the mortgage loans are being serviced by Thornburg Mortgage Home Loans, Inc.
(in its capacity as a servicer) and First Republic Bank, respectively. No other
entity is the servicer with respect to more than 10% of the mortgage loans. See
"The Master Servicer" and "The Servicers" herein.

     Under the mortgage loan purchase agreement, the seller will make certain
representations and warranties to the depositor, which will assign its rights
under those representations and warranties to the trust under the pooling and
servicing agreement. The representations and warranties relate to, among other
things, certain characteristics of the mortgage loans and, subject to certain
limitations, the seller will be obligated to repurchase the affected mortgage
loan or substitute a similar mortgage loan for any mortgage loan as to which
there exists deficient documentation or an uncured breach of any such
representation or warranty, if the breach of the representation or warranty
materially and adversely affects the certificateholders' interests in the
mortgage loan. See "The Pooling and Servicing Agreement--Assignment of the
Mortgage Loans--Representations and Warranties" for a description of the
representations and warranties applicable to the mortgage loans.

     The depositor will make no representations or warranties with respect to
the mortgage loans and will have no obligation to repurchase or substitute
mortgage loans with deficient documentation or that are otherwise defective. The
seller is selling the mortgage loans without recourse and will have no
obligation with respect to the certificates in its capacity as seller other than
the repurchase or substitution obligations described above.

MORTGAGE LOAN STATISTICS

     The following statistical information, unless otherwise specified, is based
upon the aggregate principal balance of the mortgage loans as of the cut-off
date.

     Loan Documentation. Approximately 85.37%, 83.97% and 89.95% of the group 1,
group 2 and group 3 mortgage loans, respectively, were originated under a full
documentation program. The remaining mortgage loans were originated under
programs pursuant to which no or limited information was obtained regarding
borrowers' income or employment.

     The Indices. The indices applicable to the determination of the loan rates
for the mortgage loans generally will be a per annum rate equal to either: the
average of interbank offered rates for one-month, six-month or one-year, as
applicable, U.S. dollar-denominated deposits in the London market based on
quotations of major banks as published in The Wall Street Journal (the "1-Month
LIBOR index," the "6-Month LIBOR index" and the "1-Year LIBOR index,"
respectively), or the weekly average yield on United States Treasury securities
adjusted to a constant maturity of one-year as published by the Federal Reserve
Board in Statistical Release H.15(519) (the "1-Year CMT index"). The 1-Month
LIBOR index, the 6-Month LIBOR index, the 1-Year LIBOR index and the 1-Year CMT
index are each referred to herein as an "index" or together as the "indices."

     The related index applied under a mortgage note will be most recently
available either as of (1) the first business day of a specified period of time
prior to such loan rate adjustment date, (2) the first business day of the month
preceding the month of such loan rate adjustment date, or (3) the last business
day of the second month preceding the month in which such loan rate adjustment
date occurs, as specified in the related mortgage note. In the event that any of
the indices described above becomes unavailable or is otherwise unpublished, the
related servicer or master servicer will select a comparable alternative index
over which it has no direct control and which is readily verifiable, and which
is permissible under the terms of the related mortgage and mortgage note.


                                      S-31



     Loan Rate Adjustments. On each loan rate adjustment date for a mortgage
loan, its loan rate will be adjusted to equal the sum, generally rounded up to
the nearest multiple of 0.125%, of the index applicable to that loan and a fixed
percentage amount known as the "gross margin" for that loan. The mortgage loans
adjust according to the applicable index as discussed under "--The Indices"
above. On the first loan rate adjustment date, the loan rate on each mortgage
loan (other than any mortgage loans which adjust according to 1-Month LIBOR)
cannot increase or decrease by more than a fixed percentage known as the
"initial rate cap" for that loan. On subsequent loan rate adjustment dates, the
loan rate on each mortgage loan (other than any mortgage loans which adjust
according to 1-Month LIBOR) cannot increase or decrease by more than a fixed
percentage on any such loan rate adjustment date known as a "periodic rate cap"
for that loan.

     No mortgage loan will have a loan rate that exceeds the maximum loan rate
specified in the related mortgage note. Due to the application of initial rate
caps on the first loan rate adjustment date as well as the periodic rate caps
and the maximum loan rates, the loan rate on each mortgage loan which has such a
cap, as adjusted on any loan rate adjustment date, may be less than the sum of
the applicable index and gross margin, rounded as described above. See "--The
Indices" above.

     Monthly Payment Adjustments. Effective with the next monthly payment due
date occurring after a loan rate adjustment date, the monthly payment amount for
each mortgage loan will be adjusted to equal (i) for an interest only loan
subsequent to its interest only period and for any other adjustable rate loan,
the amount that would fully amortize the outstanding principal balance of that
loan over its remaining term and pay interest at the loan rate as adjusted and
(ii) for an interest only loan during its interest only period, the interest
only payment at the loan rate as adjusted.

     Interest-Only Loans. Approximately 96.28%, 95.33% and 95.73% of the group
1, group 2 and group 3 mortgage loans, respectively, have an interest-only
period following origination ranging from three years to ten years. During this
period, the scheduled monthly payments are limited to accrued interest, with no
required payment of principal. At the end of the interest-only period, the
monthly payments are recalculated to provide for amortization of the principal
balance by the maturity date of that loan and payment of interest at the
then-current loan rate.

     High Loan-to-Value Mortgage Loans. Approximately 2.33%, 2.00% and 1.19% of
the group 1, group 2 and group 3 mortgage loans, respectively, have original
loan-to-value ratios in excess of 80%. Approximately 98.01% of the mortgage
loans which have original loan-to-value ratios in excess of 80%, are additional
collateral mortgage loans or are covered by primary mortgage guaranty insurance
policies (which policies insure, generally, any portion of the unpaid principal
balance of a mortgage loan in excess of 75% of the value of the related
mortgaged property). No such primary mortgage guaranty insurance policy will be
required to be maintained with respect to any such mortgage loan after the date
on which the related loan-to-value ratio is 80% or less. One mortgage loan which
has an original loan-to-value ratio in excess of 80%, and which is not an
additional collateral mortgage loan and is not covered by a primary mortgage
guaranty insurance policy, has paid down such that its current loan-to-value
ratio, as of the cut-off date, is less than or equal to 80%.

     For each mortgage loan and any date of determination, the loan-to-value
ratio is calculated as a fraction, expressed as a percentage, the numerator of
which is the principal balance of the mortgage loan on that date and the
denominator of which is the value of the mortgaged property as determined at the
origination of the related loan on the basis of the lesser of the sale price or
appraised value with respect to a purchase mortgage loan or the appraised value
with respect to a refinance mortgage loan. For each mortgage loan and any date
of determination, the effective loan-to-value ratio is calculated as a fraction,
expressed as a percentage, the numerator of which is the principal balance of
the mortgage loan on that date less the value of the required amount of any
additional collateral and the denominator of which is the value of the mortgaged
property.

     Additional Collateral Mortgage Loans. In the case of approximately 0.65%,
1.22% and 0.72% of the group 1, group 2 and group 3 mortgage loans,
respectively, the related originator required the borrower to pledge additional
collateral to secure the mortgage loan, including marketable securities or
certificates of deposit acceptable to the originator. All of the mortgage loans
with additional collateral have original loan-to-value ratios in excess of 80%,
but after giving effect to the pledge of additional collateral, the effective
loan-to-value ratios are 80% or lower. This type of loan, referred to as an
"additional collateral mortgage loan," allows the borrower to pledge assets in


                                      S-32



addition to the mortgaged property as an alternative to, or to supplement, a
cash down payment. There are a total of 18 mortgage loans (representing
approximately 0.91% of the mortgage loans) with additional collateral, all of
which were acquired by the seller through its correspondent channel.

     The amount of additional collateral pledged by the borrower will vary from
loan to loan based on factors present in the underwriting decision. No assurance
can be given as to the amount of proceeds, if any, that might be realized from
such additional collateral. The weighted average effective loan-to-value ratio
for the additional collateral mortgage loans after giving credit for the value
of the pledged additional collateral is approximately 75.00%, 66.62% and 76.33%
with respect to the group 1, group 2 and group 3 mortgage loans, respectively.
The additional collateral will be assigned to the trust but will not be a part
of any REMIC.

     Prepayment Penalty Payments. Approximately 17.87%, 18.94% and 17.53% of the
group 1, group 2 and group 3 mortgage loans, respectively, require the payment
of a prepayment penalty in connection with a voluntary prepayment before the end
of a fixed period ranging from the first six months to five years after the date
of origination. Prepayment penalties paid by borrowers will not be available for
payment on the certificates.

     Employee Mortgage Loans. Approximately 0.59%, 0.19% and 0.07% of the group
1, group 2 and group 3 mortgage loans, respectively, were made to employees of
Thornburg Mortgage, Inc. and its affiliates. These mortgage loans were
originated at an interest rate equal to the then current rate for mortgage loans
less a discount rate specified in an employee rate reduction agreement. In the
event a borrower ceases to be an employee of Thornburg Mortgage, Inc. or its
affiliates, the interest rate on the mortgage loan will increase by the amount
of the employee discount. The seller will retain the increased interest (the
"retained interest") and such retained interest will not be conveyed to or
included in the trust or available for any distributions on the certificates.

     Conversion and Modification Option and Purchase Obligations and Options.
The loan rates on approximately 1.08%, 0.34% and 0.19% of the group 1, group 2
and group 3 mortgage loans, respectively, can be converted, at the option of the
related borrowers, to a fixed interest rate. The loan rates on approximately
24.59%, 20.77% and 20.03% of the group 1, group 2 and group 3 mortgage loans,
respectively, may be modified, at the option of the related borrowers, to
another adjustable rate based on a different index or to another type of
adjustable rate or hybrid mortgage loan. Upon conversion, the loan rate will be
converted to a fixed rate, determined in accordance with the formula set forth
in the related mortgage note, which formula is intended to result in a loan rate
which is not less than the then current market interest rate (subject to
applicable usury laws). After such conversion or modification, the monthly
payments of principal and interest will be adjusted to provide for full
amortization over the remaining term to scheduled maturity.

     Thornburg Mortgage, Inc. is obligated to purchase any mortgage loan whose
interest rate is converted to a fixed interest rate or is modified to another
then-available adjustable rate or hybrid product in accordance with the terms of
the related mortgage note. In addition, the seller has the option, but not the
obligation, to repurchase from the trust and then modify any mortgage loan for
which the borrower has requested a modification that is not then permitted under
the related mortgage note. The purchase price payable by Thornburg Mortgage,
Inc. or the seller for any such mortgage loans is equal to 100% of the current
outstanding principal balance of the mortgage loan and any interest accrued at
the related loan rate.

AGGREGATE MORTGAGE LOAN STATISTICS

     The following statistical information, unless otherwise specified, is based
upon the aggregate principal balance of the mortgage loans as of the cut-off
date.

     Approximately 99.26% of the mortgage loans have original terms to stated
maturity of 360 months. The weighted average remaining term to stated maturity
of the mortgage loans was approximately 356 months as of the cut-off date. None
of the mortgage loans had a first due date prior to July 1, 2001 or after July
1, 2006 or had a remaining term to stated maturity of less than 244 months or
greater than 479 months as of the cut-off date. The latest stated maturity date
of any mortgage loan occurs in May 2046.


                                      S-33



     The average principal balance of the mortgage loans at origination was
approximately $747,619. The average principal balance of the mortgage loans as
of the cut-off date was approximately $743,007. No mortgage loan had a principal
balance of less than approximately $42,750 or greater than approximately
$9,999,999 as of the cut-off date.

     The mortgage loans had annual loan rates of not less than 4.500% and not
more than 7.500% and the weighted average annual loan rate was approximately
6.279%. Approximately 12.30% of the mortgage loans did not have an initial rate
cap. As of the cut-off date, 87.70% of the mortgage loans had initial rate caps
ranging from 1.000% to 6.000%. As of the cut-off date, approximately 12.30% of
the mortgage loans did not have a periodic rate cap and the remaining mortgage
loans had periodic rate caps ranging from 1.000% to 2.000%. As of the cut-off
date, the mortgage loans had gross margins ranging from 1.000% to 3.250%,
maximum loan rates ranging from 9.500% to 17.900% and minimum loan rates ranging
from 1.000% to 6.125%. As of the cut-off date, the weighted average gross margin
was approximately 1.910%, the weighted average maximum loan rate was
approximately 11.430% and the weighted average minimum loan rate was
approximately 1.919% for all of the mortgage loans. The latest next loan rate
adjustment date following the cut-off date on any mortgage loan occurs in 120
months and the weighted average next loan rate adjustment date following the
cut-off date for all of the mortgage loans occurs in approximately 92 months.

     As of the cut-off date, none of the mortgage loans were 30 or more days
delinquent. Certain historical delinquency information with respect to the
mortgage loans is provided in the tables below.

     The mortgage loans had the characteristics shown in the following tables.
The sum in any column in the following tables may not equal the indicated due to
rounding.


                                      S-34



                 STATED PRINCIPAL BALANCES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
STATED PRINCIPAL BALANCE ($)    MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------------    --------------  -----------------  -------------  --------  ---------  --------  --------

           0 -   100,000.00...          31      $    2,662,759.63        0.17%      6.419%     358       67.45%     771
  100,000.01 -   200,000.00...         279          44,043,245.52        2.83       6.338      354       74.10      753
  200,000.01 -   300,000.00...         287          72,246,814.85        4.65       6.312      354       72.46      758
  300,000.01 -   400,000.00...         206          73,187,474.68        4.71       6.261      351       72.13      745
  400,000.01 -   500,000.00...         197          90,447,070.25        5.82       6.249      356       69.89      748
  500,000.01 -   600,000.00...         177          98,182,508.27        6.32       6.213      356       70.70      747
  600,000.01 -   700,000.00...         144          93,966,995.61        6.05       6.264      356       69.75      749
  700,000.01 -   800,000.00...         121          91,283,468.14        5.87       6.221      355       69.98      747
  800,000.01 -   900,000.00...          71          60,995,843.69        3.92       6.168      354       66.46      740
  900,000.01 - 1,000,000.00...         121         118,161,621.56        7.60       6.230      355       64.97      749
1,000,000.01 - 2,000,000.00...         377         541,673,464.75       34.85       6.234      358       66.70      747
2,000,000.01 - 3,000,000.00...          46         116,714,556.17        7.51       6.357      357       64.22      735
3,000,000.01 - 4,000,000.00...          21          75,265,019.99        4.84       6.380      357       62.35      722
4,000,000.01 - 5,000,000.00...           8          37,124,784.59        2.39       6.574      358       53.10      724
5,000,000.01 and Greater......           6          38,414,924.00        2.47       6.846      358       51.16      715
                                     -----      -----------------      ------       -----      ---       -----      ---
TOTAL.........................       2,092      $1,554,370,551.70      100.00%      6.279%     356       67.00%     744
                                     =====      =================      ======       =====      ===       =====      ===


     The average principal balance of the mortgage loans was approximately
$743,007 as of the cut-off date.


                                      S-35



             ORIGINAL TERMS TO STATED MATURITY OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINAL TERM (MONTHS)          MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------          --------------  -----------------  -------------  --------  ---------  --------  --------

300...........................           2      $      366,386.55        0.02%      6.125%     246       83.99%     724
327...........................           1           1,299,764.93        0.08       5.500      324       51.99      684
335...........................           1           2,000,000.00        0.13       5.850      332       43.48      742
345...........................           1             800,000.00        0.05       5.875      341       74.42      721
346...........................           1           1,154,000.00        0.07       5.750      340       80.00      731
360...........................       2,074       1,542,931,293.05       99.26       6.281      356       67.04      744
480...........................          12           5,819,107.17        0.37       6.355      473       64.56      739
                                     -----      -----------------      ------       -----      ---       -----      ---
TOTAL.........................       2,092      $1,554,370,551.70      100.00%      6.279%     356       67.00%     744
                                     =====      =================      ======       =====      ===       =====      ===


     The weighted average original term to stated maturity of the mortgage loans
was approximately 360 months as of the cut-off date.

            REMAINING TERMS TO STATED MATURITY OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
REMAINING TERM (MONTHS)         MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  -----------------  -------------  --------  ---------  --------  --------

241 - 300.....................           3      $      750,298.98        0.05%      6.253%     274       79.39%     709
301 - 360.....................       2,077       1,547,801,145.55       99.58       6.279      356       67.01      744
361 and Greater................         12           5,819,107.17        0.37       6.355      473       64.56      739
                                     -----      -----------------      ------       -----      ---       -----      ---
TOTAL.........................       2,092      $1,554,370,551.70      100.00%      6.279%     356       67.00%     744
                                     =====      =================      ======       =====      ===       =====      ===


     The weighted average remaining term to stated maturity of the mortgage
loans was approximately 356 months as of the cut-off date.


                                      S-36



                      PROPERTY TYPES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PROPERTY TYPE                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------                   --------------  -----------------  -------------  --------  ---------  --------  --------

Condominium...................         368      $  185,474,121.23       11.93%      6.264%     355       70.81%     746
Condominium Detached..........           1             165,950.00        0.01       6.750      359       80.00      780
Condotel......................          18          13,816,951.29        0.89       6.360      358       70.36      738
Cooperative...................          39          30,393,344.15        1.96       6.118      358       59.62      755
PUD Attached..................          81          30,180,896.86        1.94       6.314      355       73.39      746
PUD Detached..................         429         302,144,753.95       19.44       6.252      356       68.56      748
Single Family Detached........       1,046         910,409,813.52       58.57       6.287      356       65.42      742
Townhouse.....................          25          14,296,320.35        0.92       6.346      358       70.71      720
Two-Four Family...............          85          67,488,400.35        4.34       6.359      358       69.89      753
                                     -----      -----------------      ------       -----      ---       -----      ---
TOTAL.........................       2,092      $1,554,370,551.70      100.00%      6.279%     356       67.00%     744
                                     =====      =================      ======       =====      ===       =====      ===


                  STATED OCCUPANCY STATUS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
OCCUPANCY                       MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------                       --------------  -----------------  -------------  --------  ---------  --------  --------

Investor......................         508      $  181,899,324.36       11.70%      6.392%     357       72.55%     748
Primary.......................       1,266       1,104,081,324.72       71.03       6.268      356       66.33      744
Second Home...................         318         268,389,902.62       17.27       6.250      355       66.00      741
                                     -----      -----------------      ------       -----      ---       -----      ---
TOTAL.........................       2,092      $1,554,370,551.70      100.00%      6.279%     356       67.00%     744
                                     =====      =================      ======       =====      ===       =====      ===


     In the preceding table, "stated occupancy status" refers to the intended
use of the mortgaged property as represented by the borrower when the related
mortgage loan was originated.

                       LOAN PURPOSES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PURPOSE                         MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------                         --------------  -----------------  -------------  --------  ---------  --------  --------

Cash Out Refinance............         548      $  422,101,369.80       27.16%      6.292%     356       63.26%     739
Purchase......................       1,211         846,441,886.34       54.46       6.287      357       71.71      747
Rate/Term Refinance...........         333         285,827,295.56       18.39       6.239      355       58.59      742
                                     -----      -----------------      ------       -----      ---       -----      ---
TOTAL.........................       2,092      $1,554,370,551.70      100.00%      6.279%     356       67.00%     744
                                     =====      =================      ======       =====      ===       =====      ===



                                      S-37



                  DOCUMENTATION PROGRAMS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
DOCUMENTATION                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------                   --------------  -----------------  -------------  --------  ---------  --------  --------

Full Documentation............       1,873      $1,348,245,320.44      86.74%      6.239%      356      67.49%      743
No Ratio Documentation........          11           9,027,575.33       0.58       6.478       352      62.94       745
Stated Documentation..........         203         195,308,298.49      12.57       6.547       358      63.77       750
Streamline Documentation......           5           1,789,357.44       0.12       6.321       359      71.11       744
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


               ORIGINAL LOAN-TO-VALUE RATIOS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ORIGINAL LOAN-TO-VALUE             NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATIO(%)                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------          --------------  -----------------  -------------  --------  ---------  --------  --------

  0.01 - 49.99 ...............         230      $  200,360,955.84      12.89%      6.227%      357       37.57%     748
 50.00 - 54.99 ...............          91          95,246,964.67       6.13       6.275       358       52.17      731
 55.00 - 59.99 ...............         109         100,951,093.95       6.49       6.293       357       57.45      750
 60.00 - 64.99 ...............         130         152,807,950.21       9.83       6.354       358       62.11      740
 65.00 - 69.99 ...............         155         165,515,545.87      10.65       6.324       355       67.39      742
 70.00 - 74.99 ...............         242         189,010,257.83      12.16       6.258       355       71.66      744
 75.00 - 79.99 ...............         375         243,333,109.42      15.65       6.318       356       76.83      740
 80.00 - 80.00 ...............         699         380,390,937.42      24.47       6.247       356       80.00      748
 80.01 - 84.99 ...............           1             164,880.00       0.01       6.250       357       80.74      767
 85.00 - 89.99 ...............          11           2,592,457.62       0.17       5.917       332       88.65      746
 90.00 - 94.99 ...............          28           9,274,116.49       0.60       6.263       354       90.69      741
 95.00 - 99.99 ...............           6           5,045,672.35       0.32       6.371       350       95.19      752
100.00 .......................          15           9,676,610.03       0.62       6.079       358      100.00      740
                                     -----      -----------------     ------       -----       ---      ------      ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356       67.00%     744
                                     =====      =================     ======       =====       ===      ======      ===


     The weighted average original loan-to-value ratio of the mortgage loans was
approximately 67.00% as of the cut-off date.


                                      S-38



              EFFECTIVE LOAN-TO-VALUE RATIOS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
EFFECTIVE LOAN-TO-VALUE            NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATIO(%)                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  -----------------  -------------  --------  ---------  --------  --------

  0.01 - 49.99 ...............         230      $  200,360,955.84      12.89%      6.227%      357      37.57%      748
 50.00 - 54.99 ...............          91          95,246,964.67       6.13       6.275       358      52.17       731
 55.00 - 59.99 ...............         110         104,951,093.95       6.75       6.296       357      58.89       750
 60.00 - 64.99 ...............         130         152,807,950.21       9.83       6.354       358      62.11       740
 65.00 - 69.99 ...............         156         165,646,245.87      10.66       6.324       355      67.41       742
 70.00 - 74.99 ...............         246         189,714,513.63      12.21       6.259       355      71.76       744
 75.00 - 79.99 ...............         379         249,333,109.42      16.04       6.310       356      77.39       740
 80.00 - 80.00 ...............         707         383,634,991.45      24.68       6.247       356      80.17       748
 80.01 - 84.99 ...............           1             164,880.00       0.01       6.250       357      80.74       767
 85.00 - 89.99 ...............          11           2,592,457.62       0.17       5.917       332      88.65       746
 90.00 - 94.99 ...............          27           9,143,416.49       0.59       6.262       354      90.70       742
 95.00 - 99.99 ...............           4             773,972.55       0.05       6.218       314      95.00       746
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


     The weighted average effective loan-to-value ratio of the mortgage loans
was approximately 66.75% as of the cut-off date.


                                      S-39



                  GEOGRAPHIC DISTRIBUTION OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
LOCATION                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------                        --------------  -----------------  -------------  --------  ---------  --------  --------

Alabama ......................           6      $    1,451,432.97       0.09%      6.338%      357      68.44%      737
Arizona ......................          66          41,751,930.25       2.69       6.444       359      70.56       722
Arkansas .....................           1             176,764.09       0.01       6.375       336      80.00       712
California ...................         493         503,787,107.56      32.41       6.267       358      63.84       747
Colorado .....................         212         168,606,809.45      10.85       6.236       356      64.15       746
Connecticut ..................          20          22,332,451.58       1.44       6.341       357      72.24       749
Delaware .....................           5           2,380,787.28       0.15       5.921       376      71.47       712
District of Columbia .........           5           7,287,723.75       0.47       6.258       358      75.55       748
Florida ......................         222         112,145,832.39       7.21       6.320       354      69.37       744
Georgia ......................         140          68,073,301.94       4.38       6.200       348      71.46       746
Hawaii .......................          15          18,810,585.20       1.21       6.416       359      60.67       754
Idaho ........................           6           3,645,400.00       0.23       6.168       358      70.89       734
Illinois .....................          64          37,053,788.91       2.38       6.239       359      67.62       752
Indiana ......................           2           1,737,766.63       0.11       6.266       356      80.00       712
Kansas .......................           4           1,203,387.33       0.08       6.353       359      67.51       759
Kentucky .....................           2           2,000,000.00       0.13       6.188       358      68.94       747
Louisiana ....................           7           1,265,100.00       0.08       6.035       354      77.37       745
Maine ........................           1           1,299,837.50       0.08       5.875       320      32.50       718
Maryland .....................          20          13,268,941.94       0.85       6.297       358      70.11       748
Massachusetts ................          31          23,713,594.02       1.53       6.303       358      69.98       751
Michigan .....................           2             793,140.13       0.05       6.251       346      84.45       740
Minnesota ....................          58          26,956,786.83       1.73       6.229       358      73.53       755
Mississippi ..................           1             153,600.00       0.01       5.250       349      80.00       816
Missouri .....................          10           2,699,771.77       0.17       6.427       359      65.89       768
Montana ......................           5           8,258,900.00       0.53       6.599       358      66.02       719
Nevada .......................          25          20,293,012.98       1.31       6.366       358      67.85       752
New Jersey ...................          88          63,287,139.16       4.07       6.314       354      72.10       740
New Mexico ...................          51          25,518,538.11       1.64       6.208       353      72.69       752
New York .....................         116         128,933,081.79       8.29       6.358       357      62.55       731
North Carolina ...............          52          29,294,739.54       1.88       6.260       358      74.19       745
Ohio .........................           3             791,183.64       0.05       6.304       400      79.21       746
Oklahoma .....................           2             291,536.40       0.02       6.196       358      71.95       794
Oregon .......................          22           9,549,866.64       0.61       6.280       358      71.28       763
Pennsylvania .................          59          46,148,222.04       2.97       6.186       357      70.43       739
South Carolina ...............          61          31,246,749.83       2.01       6.221       354      69.25       734
Tennessee ....................          18           9,753,135.86       0.63       6.349       341      73.28       730
Texas ........................          27          16,567,771.19       1.07       6.247       358      72.42       735
Utah .........................          36          27,823,809.52       1.79       6.244       356      68.38       750
Vermont ......................           1           1,038,500.00       0.07       6.500       360      79.97       808
Virginia .....................          56          32,384,211.14       2.08       6.186       351      71.16       751
Washington ...................          73          39,265,304.01       2.53       6.358       360      72.57       746
Wisconsin ....................           4           1,329,008.33       0.09       6.356       357      64.87       745
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


     As of the cut-off date, the greatest five-digit ZIP Code geographic
concentration of mortgage loans by principal balance was approximately 1.44% in
the 90266 ZIP Code.


                                      S-40



                    CURRENT LOAN RATES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
CURRENT LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

4.500 - 4.999 ................           1      $      714,167.25       0.05%      4.500%      330      71.42%      646
5.000 - 5.499 ................          16          13,289,097.49       0.85       5.372       356      65.70       763
5.500 - 5.999 ................         321         273,604,176.47      17.60       5.803       355      63.28       749
6.000 - 6.499 ................       1,130         780,636,899.65      50.22       6.214       355      68.47       747
6.500 - 6.999 ................         590         441,457,466.66      28.40       6.629       359      67.36       741
7.000 - 7.499 ................          33          41,868,744.18       2.69       7.162       357      60.86       695
7.500 - 7.999 ................           1           2,800,000.00       0.18       7.500       360      59.57       722
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


     The weighted average current loan rate of the mortgage loans was
approximately 6.279% as of the cut-off date.

                    MAXIMUM LOAN RATES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MAXIMUM LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

 9.500 - 9.999 ...............           1      $      714,167.25       0.05%      4.500%      330      71.42%      646
10.000 - 10.499 ..............          12           7,251,597.49       0.47       5.332       355      75.59       756
10.500 - 10.999 ..............         203         145,901,744.23       9.39       5.806       353      67.46       746
11.000 - 11.499 ..............       1,058         727,767,096.87      46.82       6.214       355      69.15       747
11.500 - 11.999 ..............         700         559,180,725.06      35.97       6.451       359      65.61       744
12.000 - 12.499 ..............         111          98,076,065.80       6.31       6.526       358      59.94       728
12.500 - 12.999 ..............           2           3,097,500.00       0.20       7.409       360      58.65       729
13.000 - 13.499 ..............           2           5,559,700.00       0.36       6.535       353      60.76       596
14.500 - 14.999 ..............           1           1,447,000.00       0.09       7.000       328      37.10       759
16.500 - 16.999 ..............           1             374,955.00       0.02       5.875       356      79.79       781
17.500 - 17.999 ..............           1           5,000,000.00       0.32       5.950       358      41.67       720
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


     The weighted average maximum loan rate of the mortgage loans was
approximately 11.430% as of the cut-off date.


                                      S-41



                    MINIMUM LOAN RATES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MINIMUM LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

1.000 - 1.499 ................           7      $    3,836,501.12       0.25%      5.938%      358      74.07%      730
1.500 - 1.999 ................       1,948       1,419,541,486.64      91.33       6.252       356      67.22       746
2.000 - 2.499 ................          58          83,732,693.64       5.39       6.777       358      60.55       711
2.500 - 2.999 ................          70          40,378,784.15       2.60       6.280       358      72.16       756
3.000 - 3.499 ................           1           2,300,000.00       0.15       5.875       352      54.76       676
3.500 - 3.999 ................           3           2,107,850.00       0.14       5.819       357      75.27       767
4.000 - 4.499 ................           3           1,665,636.15       0.11       6.155       358      65.41       723
6.000 - 6.499 ................           2             807,600.00       0.05       6.699       356      75.17       760
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


     The weighted average minimum loan rate of the mortgage loans was
approximately 1.919% as of the cut-off date.

                       GROSS MARGINS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
GROSS MARGIN (%)                MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------                --------------  -----------------  -------------  --------  ---------  --------  --------

1.000 - 1.499 ................           7      $    3,410,001.12       0.22%      5.829%      358      75.04%      726
1.500 - 1.999 ................       1,977       1,433,516,226.53      92.22       6.252       356      67.26       746
2.000 - 2.499 ................          44          77,358,053.75       4.98       6.828       358      59.84       708
2.500 - 2.999 ................          63          37,786,270.30       2.43       6.273       358      71.90       759
3.000 - 3.499 ................           1           2,300,000.00       0.15       5.875       352      54.76       676
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


     The weighted average gross margin of the mortgage loans was approximately
1.910% as of the cut-off date.


                                      S-42



                       PRODUCT TYPE OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PRODUCT TYPE                    MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
------------                    --------------  -----------------  -------------  --------  ---------  --------  --------

10/1 Hybrid ARM...............          44      $   24,324,600.47       1.56%      6.386%      364      69.56%      761
10/1 Hybrid ARM (IO)..........         611         461,875,326.15      29.71       6.329       357      68.33       748
10/1 Mo Hybrid ARM............           3           1,470,466.47       0.09       5.929       358      61.02       795
10/1 Mo Hybrid ARM (IO).......         101          94,072,621.57       6.05       5.982       358      57.15       746
10/6 Hybrid ARM...............           3           1,311,889.85       0.08       5.908       359      68.45       737
10/6 Hybrid ARM (IO)..........          71          68,634,172.73       4.42       6.323       358      70.38       744
3/1 Hybrid ARM................           7           3,866,517.02       0.25       5.993       359      68.36       762
3/1 Hybrid ARM (IO)...........          68          30,423,013.74       1.96       6.077       342      72.79       740
3/1 Mo Hybrid ARM (IO)........           2           1,265,400.00       0.08       6.141       359      59.73       746
3/6 Hybrid ARM (IO)...........           4           5,278,348.44       0.34       6.426       357      65.19       736
5/1 Hybrid ARM................          16           6,001,008.62       0.39       6.136       352      72.84       755
5/1 Hybrid ARM (IO)...........         308         186,000,596.24      11.97       6.243       352      66.56       744
5/1 Mo Hybrid ARM.............           1             996,701.23       0.06       5.500       357      58.82       776
5/1 Mo Hybrid ARM (IO)........          27          41,116,634.93       2.65       5.690       355      59.64       749
5/6 Hybrid ARM (IO)...........          17          12,644,989.89       0.81       6.233       357      72.18       753
7/1 Hybrid ARM................          39          26,802,594.49       1.72       6.461       356      63.18       735
7/1 Hybrid ARM (IO)...........         648         476,231,905.10      30.64       6.375       356      68.28       740
7/1 Mo Hybrid ARM.............           5           1,684,008.40       0.11       6.002       358      51.73       726
7/1 Mo Hybrid ARM (IO)........          55          47,890,211.52       3.08       5.896       358      59.03       755
7/6 Hybrid ARM (IO)...........          55          57,834,496.00       3.72       6.416       358      68.34       731
Reg ARM (IO)..................           7           4,645,048.84       0.30       6.426       345      63.29       752
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


                     INITIAL RATE CAPS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
INITIAL RATE CAP (%)            MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------------------            --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................        198       $  191,226,124.37      12.30%      5.904%      357      58.16%      749
1.000.........................          2              917,468.59       0.06       6.525       344      75.75       757
2.000.........................          5            2,659,986.15       0.17       5.996       357      74.56       775
4.000.........................         76           37,775,243.05       2.43       6.125       345      70.93       740
5.000.........................      1,810        1,320,851,729.54      84.98       6.339       356      68.14       743
6.000.........................          1              940,000.00       0.06       5.750       357      80.00       776
                                    -----       -----------------     ------       -----       ---      -----       ---
TOTAL.........................      2,092       $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                    =====       =================     ======       =====       ===      =====       ===



                                      S-43



               SUBSEQUENT PERIODIC RATE CAPS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
SUBSEQUENT                         NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PERIODIC RATE CAP (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

None .........................         198      $  191,226,124.37      12.30%      5.904%      357      58.16%      749
1.000 ........................         154         153,127,187.89       9.85       6.377       358      69.03       737
2.000 ........................       1,740       1,210,017,239.44      77.85       6.326       356      68.14       744
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


                       CREDIT SCORES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
FICO SCORE                      MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------                      --------------  -----------------  -------------  --------  ---------  --------  --------

400 - 499 ....................           1      $      130,000.00       0.01%      6.000%      323      74.29%      473
525 - 549 ....................           1           3,259,700.00       0.21       7.000       354      65.00       540
550 - 574 ....................           2           1,301,498.51       0.08       6.125       315      78.50       551
600 - 624 ....................           6           7,777,300.00       0.50       6.567       356      59.41       613
625 - 649 ....................          23          18,099,067.16       1.16       6.033       353      55.99       640
650 - 674 ....................          78          75,841,004.37       4.88       6.578       357      64.93       665
675 - 699 ....................         203         170,934,569.08      11.00       6.337       357      66.68       688
700 - 724 ....................         284         230,703,793.03      14.84       6.285       357      67.73       713
725 - 749 ....................         313         226,067,542.40      14.54       6.262       356      68.94       738
750 - 774 ....................         463         352,154,091.19      22.66       6.295       356      66.94       763
775 - 799 ....................         547         368,135,426.46      23.68       6.193       356      67.10       786
800 - 824 ....................         164          94,877,279.50       6.10       6.236       356      65.03       806
825 - 849 ....................           2           1,189,280.00       0.08       6.520       357      75.01       829
None .........................           5           3,900,000.00       0.25       6.360       359      71.75         0
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


     The weighted average FICO score of the mortgage loans with scores was
approximately 744 as of the cut-off date.


                                      S-44



                    AMORTIZATION TYPES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
AMORTIZATION TYPE               MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------               --------------  -----------------  -------------  --------  ---------  --------  --------

Interest-only* ...............       1,973      $1,487,178,517.30      95.68%      6.277%      356      67.02%      744
Fully Amortizing .............         119          67,192,034.40       4.32       6.322       359      66.54       749
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


*    The interest-only period ranges from three to ten years following
     origination of the applicable mortgage loans.

                         SERVICERS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
SERVICER                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------                        --------------  -----------------  -------------  --------  ---------  --------  --------

Colonial Savings, F.A ........          54      $   41,518,205.84       2.67%      6.236%      373      67.28%      736
Countrywide ..................           1           9,999,999.00       0.64       6.875       358      35.09       695
First Horizon Home Loans .....           2           3,017,600.00       0.19       7.482       360      61.04       725
First Republic Bank ..........         196         190,205,044.12      12.24       5.903       357      58.05       749
Los Alamos National Bank .....           2           1,407,523.54       0.09       6.075       357      65.33       773
Mellon Trust of New England,
   N.A .......................          31          23,639,835.00       1.52       6.511       359      63.60       738
Thornburg Mortgage Home Loans,
   Inc. ......................       1,806       1,284,582,344.20      82.64       6.325       355      68.65       744
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


                        ORIGINATORS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINATOR                      MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------                      --------------  -----------------  -------------  --------  ---------  --------  --------

Countrywide* .................           1      $    9,999,999.00       0.64%      6.875%      358      35.09%      695
First Republic Bank* .........         196         190,205,044.12      12.24       5.903       357      58.05       749
Other* .......................       1,750       1,289,171,968.54      82.94       6.335       356      68.58       743
Thornburg Mortgage Home Loans,
   Inc.(Retail) ..............         145          64,993,540.04       4.18       6.181       350      66.74       756
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


*    The indicated originators are correspondents of the seller. See "Mortgage
     Loan Origination--The Seller's Underwriting Standards--The Seller's
     Underwriting Process--Correspondent and Retail."


                                      S-45



                  NEXT RATE CHANGE DATES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
NEXT RATE CHANGE DATE           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

July 2006 ....................           4      $    1,813,080.25       0.12%      6.388%      355      76.93%      748
October 2006 .................           1           1,447,000.00       0.09       7.000       328      37.10       759
November 2006 ................           1             387,468.59       0.02       5.875       329      80.00       751
December 2006 ................           1             714,167.25       0.05       4.500       330      71.42       646
February 2007 ................           1             997,500.00       0.06       5.875       356      70.00       752
July 2008 ....................           1             303,200.00       0.02       5.250       349      79.81       782
August 2008 ..................           3           1,609,198.32       0.10       5.583       350      74.94       766
December 2008 ................           1             132,000.00       0.01       5.500       354      74.16       652
January 2009 .................           3           1,326,400.00       0.09       5.969       355      72.45       695
February 2009 ................           8           5,348,006.59       0.34       5.857       328      59.63       731
March 2009 ...................          23           9,453,233.83       0.61       6.071       347      73.87       758
April 2009 ...................          30          17,028,720.48       1.10       6.245       347      72.71       735
May 2009 .....................           8           3,765,852.73       0.24       6.604       359      73.55       768
June 2009 ....................           3           1,152,500.00       0.07       6.403       360      55.89       742
May 2010 .....................           1             276,421.00       0.02       5.500       347      90.00       682
July 2010 ....................           1             153,600.00       0.01       5.250       349      80.00       816
August 2010 ..................           2             691,200.00       0.04       5.479       350      80.00       686
September 2010 ...............           3             797,800.00       0.05       5.804       351      81.20       659
October 2010 .................           3           3,400,000.00       0.22       5.754       352      55.52       688
November 2010 ................           2             884,000.00       0.06       5.599       353      40.30       707
December 2010 ................           8           4,641,400.00       0.30       6.028       354      68.73       729
January 2011 .................           5           1,546,786.39       0.10       6.008       355      75.21       757
February 2011 ................          58          26,259,306.30       1.69       6.009       337      73.57       746
March 2011 ...................         123          88,043,949.71       5.66       6.017       352      64.64       751
April 2011 ...................          77          61,683,363.90       3.97       6.342       355      62.91       734
May 2011 .....................          51          33,551,738.99       2.16       6.231       360      67.85       761
June 2011 ....................          35          24,830,364.62       1.60       6.278       360      66.18       748
September 2012 ...............           1           1,000,000.00       0.06       6.000       351      38.07       701
October 2012 .................           2             482,482.72       0.03       5.630       352      67.58       781
November 2012 ................           2             457,742.83       0.03       5.870       353      86.43       708
December 2012 ................           4           6,869,700.00       0.44       6.369       354      68.53       632
January 2013 .................           6           3,299,897.99       0.21       6.505       355      72.05       699
February 2013 ................          46          30,703,457.68       1.98       6.092       349      73.40       745
March 2013 ...................         183         120,497,132.22       7.75       6.196       354      69.59       736
April 2013 ...................         282         214,760,990.20      13.82       6.312       357      66.76       739
May 2013 .....................         213         188,826,936.87      12.15       6.471       359      66.08       744
June 2013 ....................          63          43,544,875.00       2.80       6.546       360      64.42       751
August 2015 ..................           1             599,200.00       0.04       5.625       350      80.00       757
September 2015 ...............           2           1,479,963.05       0.10       5.875       351      73.45       709
December 2015 ................           3           2,461,000.00       0.16       5.863       347      66.40       748
January 2016 .................          12           6,366,112.26       0.41       6.095       355      74.48       741
February 2016 ................          37          18,104,831.49       1.16       6.143       349      74.74       763
March 2016 ...................         197         161,921,053.91      10.42       6.133       356      67.16       750
April 2016 ...................         273         205,614,203.04      13.23       6.262       357      65.87       747
May 2016 .....................         229         183,000,087.49      11.77       6.412       360      67.25       745
June 2016 ....................          79          72,142,626.00       4.64       6.392       360      66.06       748
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL ........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===



                                      S-46



             ORIGINAL PREPAYMENT PENALTY TERMS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ORIGINAL PREPAYMENT PENALTY        NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TERM (MONTHS)                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

No Prepayment Penalty.........       1,821      $1,272,273,307.66      81.85%      6.304%      356      68.08%      745
6.............................           3           3,972,754.00       0.26       6.614       356      70.45       736
12............................          48          59,315,197.04       3.82       6.667       352      64.81       722
24............................           5           4,894,600.00       0.31       6.692       358      74.50       723
36............................         103         102,852,162.15       6.62       6.130       357      62.59       742
48............................          11          17,010,471.23       1.09       5.653       358      58.17       758
60............................         101          94,052,059.62       6.05       5.946       358      59.71       750
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


                           LIEN OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
LIEN                            MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----                            --------------  -----------------  -------------  --------  ---------  --------  --------

First Lien....................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


                    INTEREST ONLY TERMS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
INTEREST ONLY TERM (MONTHS)     MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................         119      $   67,192,034.40       4.32%      6.322%      359      66.54%      749
36............................           8           3,767,177.98       0.24       5.966       341      72.30       760
60............................          40          33,317,860.00       2.14       6.448       358      61.25       720
84............................          97          80,518,632.11       5.18       6.402       358      65.35       736
104...........................           1             800,000.00       0.05       5.875       341      74.42       721
105...........................           1           1,154,000.00       0.07       5.750       340      80.00       731
120...........................       1,826       1,367,620,847.21      87.99       6.267       356      67.23       745
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===



                                      S-47



               REMAINING INTEREST ONLY TERMS OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
REMAINING INTEREST ONLY TERM       NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
(MONTHS)                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------------    --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................         122      $   68,726,034.40       4.42%      6.314%      358      66.49%      749
 1 -  60......................          46          35,934,950.41       2.31       6.416       357      62.42       723
61 - 120......................       1,924       1,449,709,566.89      93.27       6.274       356      67.14       744
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


            CONVERSION AND MODIFIABLE FEATURES OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
CONVERSION AND                     NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MODIFIABLE FEATURES             MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------------             --------------  -----------------  -------------  --------  ---------  --------  --------

Convertible and Modifiable....          13      $    6,042,265.32       0.39%      6.131%      318      77.00%      756
Neither Convertible nor
   Modifiable.................       1,534       1,224,775,090.77      78.80       6.278       357      66.73       743
Only Convertible..............           1             418,758.78       0.03       6.250       308      60.85       797
Only Modifiable...............         544         323,134,436.83      20.79       6.286       355      67.84       749
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


                    ORIGINATION CHANNEL OF THE MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINATION CHANNEL             MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------------             --------------  -----------------  -------------  --------  ---------  --------  --------

Correspondent.................       1,947      $1,489,377,011.66      95.82%      6.284%      357      67.01%      744
Retail........................         145          64,993,540.04       4.18       6.181       350      66.74       756
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===



                                      S-48



          30-DAY DELINQUENCIES OF THE MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TIMES 30-59 DAYS DELINQUENT     MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................       2,084      $1,546,287,401.70      99.48%      6.279%      356      66.98%      744
1.............................           8           8,083,150.00       0.52       6.253       354      70.49       740
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


          60-DAY DELINQUENCIES OF THE MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TIMES 60-89 DAYS DELINQUENT     MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===


      90-DAY OR MORE DELINQUENCIES OF THE MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
TIMES 90 OR MORE DAYS              NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
DELINQUENT                      MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     -----      -----------------     ------       -----       ---      -----       ---
TOTAL.........................       2,092      $1,554,370,551.70     100.00%      6.279%      356      67.00%      744
                                     =====      =================     ======       =====       ===      =====       ===



                                      S-49



GROUP 1 MORTGAGE LOAN STATISTICS

     The following statistical information, unless otherwise specified, is based
upon the aggregate principal balance of the group 1 mortgage loans as of the
cut-off date.

     Approximately 98.27% of the group 1 mortgage loans have original terms to
stated maturity of 360 months. The weighted average remaining term to stated
maturity of the group 1 mortgage loans was approximately 352 months as of the
cut-off date. None of the group 1 mortgage loans had a first due date prior to
October 1, 2001 or after July 1, 2006 or had a remaining term to stated maturity
of less than 244 months or greater than 479 months as of the cut-off date. The
latest stated maturity date of any group 1 mortgage loan occurs in May 2046.

     The average principal balance of the group 1 mortgage loans at origination
was approximately $650,039. The average principal balance of the group 1
mortgage loans as of the cut-off date was approximately $639,471. No group 1
mortgage loan had a principal balance of less than approximately $42,750 or
greater than approximately $9,999,999 as of the cut-off date.

     Approximately 13.97% of the group 1 mortgage loans are hybrid mortgage
loans which have loan rates that first adjust after a fixed period of three
years following origination and then adjust semi-annually or annually depending
on the terms of the particular mortgage note, approximately 84.44% of the group
1 mortgage loans are hybrid mortgage loans which have loan rates that first
adjust after a fixed period of five years following origination and then adjust
monthly, semi-annually or annually depending on the terms of the particular
mortgage note, and approximately 1.59% of the group 1 mortgage loans are
adjustable rate mortgage loans which have loan rates that adjust monthly,
semi-annually or annually.

     The group 1 mortgage loans had annual loan rates of not less than 4.500%
and not more than 7.125% and the weighted average annual loan rate was
approximately 6.145%. As of the cut-off date, 84.22% of the group 1 mortgage
loans had initial rate caps ranging from 1.000% to 6.000%. Approximately 15.78%
of the mortgage loans did not have an initial rate cap. As of the cut-off date,
approximately 15.78% of the group 1 mortgage loans did not have a periodic rate
cap and the remaining mortgage loans had periodic rate caps ranging from 1.000%
to 2.000%. As of the cut-off date, the group 1 mortgage loans had gross margins
ranging from 1.000% to 3.250%, maximum loan rates ranging from 9.500% to 16.750%
and minimum loan rates ranging from 1.000% to 6.125%. As of the cut-off date,
the weighted average gross margin was approximately 1.912%, the weighted average
maximum loan rate was approximately 11.338% and the weighted average minimum
loan rate was approximately 1.950% for all of the group 1 mortgage loans. The
latest next loan rate adjustment date following the cut-off date on any group 1
mortgage loan occurs in 60 months and the weighted average next loan rate
adjustment date following the cut-off date for all of the group 1 mortgage loans
occurs in approximately 53 months.

     As of the cut-off date, none of the group 1 mortgage loans were 30 or more
days delinquent. Certain historical delinquency information with respect to the
group 1 mortgage loans is provided in the tables below.

     The group 1 mortgage loans had the characteristics shown in the following
tables. The sum in any column in the following tables may not equal the total
indicated due to rounding.


                                      S-50



             STATED PRINCIPAL BALANCES OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
STATED PRINCIPAL BALANCE ($)    MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------------    --------------  ----------------  -------------  --------  ---------  --------  --------

           0 -   100,000.00 ..          6        $    469,036.39       0.16%      6.150%      357      73.65%      747
  100,000.01 -   200,000.00 ..         88          13,687,296.08       4.68       6.213       352      75.81       754
  200,000.01 -   300,000.00 ..         71          17,829,892.96       6.10       6.218       350      77.21       752
  300,000.01 -   400,000.00 ..         56          19,746,823.66       6.76       6.161       346      74.70       740
  400,000.01 -   500,000.00 ..         46          20,894,165.39       7.15       6.152       353      72.38       745
  500,000.01 -   600,000.00 ..         30          16,566,057.12       5.67       6.163       350      70.09       759
  600,000.01 -   700,000.00 ..         36          23,191,905.30       7.94       6.218       356      69.30       752
  700,000.01 -   800,000.00 ..         24          18,127,604.60       6.20       6.166       350      75.07       736
  800,000.01 -   900,000.00 ..         10           8,681,759.66       2.97       6.025       342      69.51       722
  900,000.01 - 1,000,000.00 ..         20          19,295,323.14       6.60       5.980       347      67.71       747
1,000,000.01 - 2,000,000.00 ..         55          81,602,375.65      27.92       6.077       353      61.63       749
2,000,000.01 - 3,000,000.00 ..          8          19,904,750.00       6.81       6.140       354      63.52       712
3,000,000.01 - 4,000,000.00 ..          5          17,741,270.00       6.07       6.008       352      62.59       767
4,000,000.01 - 5,000,000.00 ..          1           4,500,000.00       1.54       6.125       358      45.00       788
5,000,000.01 and Greater .....          1           9,999,999.00       3.42       6.875       358      35.09       695
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL ........................        457        $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===        ===============     ======       =====       ===      =====       ===


     The average principal balance of the group 1 mortgage loans was
approximately $639,471 as of the cut-off date.


                                      S-51



         ORIGINAL TERMS TO STATED MATURITY OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINAL TERM (MONTHS)          MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------          --------------  ----------------  -------------  --------  ---------  --------  --------

300 ..........................          2        $    366,386.55       0.13%      6.125%      246      83.99%      724
327 ..........................          1           1,299,764.93       0.44       5.500       324      51.99       684
335 ..........................          1           2,000,000.00       0.68       5.850       332      43.48       742
360 ..........................        449         287,175,741.07      98.27       6.150       352      66.72       745
480 ..........................          4           1,396,366.40       0.48       6.229       478      61.40       734
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        457        $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===        ===============     ======       =====       ===      =====       ===


     The weighted average original term to stated maturity of the group 1
mortgage loans was approximately 360 months as of the cut-off date.

        REMAINING TERMS TO STATED MATURITY OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
REMAINING TERM (MONTHS)         MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  ----------------  -------------  --------  ---------  --------  --------

241 - 300 ....................          2        $    366,386.55       0.13%      6.125%      246      83.99%      724
301 - 360 ....................        451         290,475,506.00      99.40       6.145       351      66.50       745
361 and Greater ..............          4           1,396,366.40       0.48       6.229       478      61.40       734
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL ........................        457        $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===        ===============     ======       =====       ===      =====       ===


     The weighted average remaining term to stated maturity of the group 1
mortgage loans was approximately 352 months as of the cut-off date.

                  PROPERTY TYPES OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PROPERTY TYPE                   MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------                   --------------  ----------------  -------------  --------  ---------  --------  --------

Condominium...................        104        $ 45,036,502.96      15.41%      6.093%      352      71.56%      754
Condotel......................          1             303,200.00       0.10       5.250       349      79.81       782
Cooperative...................          5           6,851,670.00       2.34       5.735       356      59.76       783
PUD Attached..................         20           6,630,571.74       2.27       6.135       348      74.05       759
PUD Detached..................        111          62,622,038.63      21.43       6.163       350      68.99       746
Single Family Detached........        198         159,145,528.60      54.46       6.177       352      63.84       740
Townhouse.....................          6           1,920,229.96       0.66       6.040       355      74.78       735
Two-Four Family...............         12           9,728,517.06       3.33       6.098       356      68.01       748
                                     ----        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        457        $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===        ===============     ======       =====       ===      =====       ===



                                      S-52



              STATED OCCUPANCY STATUS OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
OCCUPANCY                       MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------                       --------------  ----------------  -------------  --------  ---------  --------  --------

Investor .....................        158        $ 58,721,238.80      20.09%      6.309%      356      71.52%      742
Primary ......................        240         188,987,283.86      64.67       6.120       351      64.64       745
Second Home ..................         59          44,529,736.29      15.24       6.037       349      67.74       749
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL ........................        457        $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===        ===============     ======       =====       ===      =====       ===


     In the preceding table, "stated occupancy status" refers to the intended
use of the mortgaged property as represented by the borrower when the related
mortgage loan was originated.

                   LOAN PURPOSES OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PURPOSE                         MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------                         --------------  ----------------  -------------  --------  ---------  --------  --------

Cash Out Refinance ...........        108        $ 84,737,193.59      29.00%      6.122%      352      64.04%      743
Purchase .....................        267         148,311,052.18      50.75       6.219       353      71.04       745
Rate/Term Refinance ..........         82          59,190,013.18      20.25       5.994       348      58.63       747
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL ........................        457        $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===        ===============     ======       =====       ===      =====       ===


              DOCUMENTATION PROGRAMS OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
DOCUMENTATION                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------                   --------------   ----------------  -------------  --------  ---------  --------  --------

Full Documentation ...........        403         $249,483,286.61      85.37%      6.090%      351      66.22%      743
No Ratio Documentation .......          3            3,154,000.00       1.08       6.329       340      64.55       761
Stated Documentation .........         50           39,423,972.34      13.49       6.479       358      68.37       756
Streamline Documentation .....          1              177,000.00       0.06       6.375       360      77.63       742
                                      ---         ---------------     ------       -----       ---      -----       ---
TOTAL ........................        457         $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===         ===============     ======       =====       ===      =====       ===



                                      S-53



           ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ORIGINAL LOAN-TO-VALUE             NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATIO (%)                       MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------          --------------  -----------------  -------------  --------  ---------  --------  --------

  0.01 - 49.99................         42        $ 47,653,807.29        16.31%      6.167%     353        37.43%    746
 50.00 - 54.99................         14          16,220,473.74         5.55       5.907      358        51.77     707
 55.00 - 59.99................         16          13,841,365.47         4.74       5.904      352        57.62     746
 60.00 - 64.99................         26          22,046,992.86         7.54       6.299      352        61.80     760
 65.00 - 69.99................         21          26,845,993.63         9.19       6.111      349        67.41     754
 70.00 - 74.99................         67          42,401,614.62        14.51       6.201      348        72.05     745
 75.00 - 79.99................         97          52,751,802.91        18.05       6.209      353        76.91     744
 80.00 - 80.00................        154          63,658,617.60        21.78       6.128      353        80.00     744
 80.01 - 84.99................          1             164,880.00         0.06       6.250      357        80.74     767
 85.00 - 89.99................          6           1,365,056.28         0.47       5.968      326        89.04     758
 90.00 - 94.99................         10           2,964,205.17         1.01       6.150      353        90.82     726
 95.01 - 99.99................          2             423,449.38         0.14       6.089      311        95.00     787
100.00........................          1           1,900,000.00         0.65       5.750      358       100.00     792
                                      ---        ---------------       ------       -----      ---       ------     ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352        66.50%    745
                                      ===        ===============       ======       =====      ===       ======     ===


     The weighted average original loan-to-value ratio of the group 1 mortgage
loans was approximately 66.50% as of the cut-off date.

          EFFECTIVE LOAN-TO-VALUE RATIOS OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
EFFECTIVE LOAN-TO-VALUE            NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATIO (%)                       MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  -----------------  -------------  --------  ---------  --------  --------

  0.01 - 49.99................         42        $ 47,653,807.29        16.31%      6.167%     353       37.43%     746
 50.00 - 54.99................         14          16,220,473.74         5.55       5.907      358       51.77      707
 55.00 - 59.99................         16          13,841,365.47         4.74       5.904      352       57.62      746
 60.00 - 64.99................         26          22,046,992.86         7.54       6.299      352       61.80      760
 65.00 - 69.99................         21          26,845,993.63         9.19       6.111      349       67.41      754
 70.00 - 74.99................         67          42,401,614.62        14.51       6.201      348       72.05      745
 75.00 - 79.99................         98          54,651,802.91        18.70       6.193      353       77.72      746
 80.00 - 80.00................        154          63,658,617.60        21.78       6.128      353       80.00      744
 80.01 - 84.99................          1             164,880.00         0.06       6.250      357       80.74      767
 85.00 - 89.99................          6           1,365,056.28         0.47       5.968      326       89.04      758
 90.00 - 94.99................         10           2,964,205.17         1.01       6.150      353       90.82      726
 95.01 - 99.99................          2             423,449.38         0.14       6.089      311       95.00      787
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average effective loan-to-value ratio of the group 1 mortgage
loans was approximately 66.33% as of the cut-off date.


                                      S-54



              GEOGRAPHIC DISTRIBUTION OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
LOCATION                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------                        --------------  -----------------  -------------  --------  ---------  --------  --------

Alabama.......................          4        $    987,763.79         0.34%      6.373%     357       69.51%     737
Arizona.......................         12           7,205,191.19         2.47       6.245      364       71.60      725
California....................         89          85,277,584.46        29.18       6.161      356       60.28      744
Colorado......................         42          37,104,358.17        12.70       6.144      351       60.26      751
Connecticut...................          5           5,463,324.87         1.87       5.996      352       71.91      752
Delaware......................          1             478,000.00         0.16       5.875      357       79.71      742
District of Columbia..........          1           1,000,000.00         0.34       6.250      357       80.00      689
Florida.......................         69          34,290,851.43        11.73       6.128      349       69.20      739
Georgia.......................         41          14,772,372.63         5.05       6.054      337       77.44      756
Idaho.........................          1           2,325,000.00         0.80       6.000      358       75.00      723
Illinois......................          5           1,185,300.00         0.41       6.147      359       77.14      778
Indiana.......................          1             757,772.63         0.26       6.125      357       80.00      736
Kansas........................          2             912,187.33         0.31       6.329      359       63.52      756
Kentucky......................          1           1,000,000.00         0.34       6.250      358       79.05      731
Louisiana.....................          3             393,000.00         0.13       5.670      351       82.45      735
Maine.........................          1           1,299,837.50         0.44       5.875      320       32.50      718
Maryland......................          7           4,053,870.00         1.39       6.283      363       76.15      740
Massachusetts.................          2           1,749,722.27         0.60       6.162      357       71.00      732
Michigan......................          2             793,140.13         0.27       6.251      346       84.45      740
Minnesota.....................         14           5,196,273.13         1.78       6.114      357       79.01      753
Mississippi...................          1             153,600.00         0.05       5.250      349       80.00      816
Missouri......................          5           1,035,400.00         0.35       6.290      359       69.58      776
Montana.......................          1           3,390,000.00         1.16       7.000      357       60.00      764
Nevada........................          6           4,224,464.62         1.45       6.228      356       70.49      754
New Jersey....................         16           7,809,610.39         2.67       6.146      346       75.62      751
New Mexico....................         10           6,258,700.00         2.14       6.194      349       71.31      757
New York......................         16          13,490,813.98         4.62       5.865      349       60.61      746
North Carolina................         20           7,944,171.45         2.72       6.084      342       75.83      749
Oregon........................          5           2,020,187.39         0.69       6.136      357       65.17      788
Pennsylvania..................          8           4,201,215.92         1.44       6.280      357       75.16      759
South Carolina................         16          10,163,399.78         3.48       6.084      352       64.47      722
Tennessee.....................          5           4,041,806.52         1.38       6.299      333       67.14      722
Texas.........................          8           2,284,977.00         0.78       6.142      338       74.80      760
Utah..........................          6           3,600,743.64         1.23       6.173      344       72.60      745
Vermont.......................          1           1,038,500.00         0.36       6.500      360       79.97      808
Virginia......................         17           9,093,663.19         3.11       6.102      352       73.38      740
Washington....................         12           4,944,647.21         1.69       6.249      371       75.30      725
Wisconsin.....................          1             296,808.33         0.10       6.625      357       80.00      790
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


     As of the cut-off date, the greatest five-digit ZIP Code geographic
concentration of group 1 mortgage loans by principal balance was approximately
3.42% in the 93013 ZIP Code.


                                      S-55



                CURRENT LOAN RATES OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
CURRENT LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

4.500 - 4.999..........                 1        $    714,167.25         0.24%      4.500%     330       71.42%     646
5.000 - 5.499..........                10           8,332,298.32         2.85       5.392      355       60.25      768
5.500 - 5.999..........               120          90,014,012.44        30.80       5.768      349       63.77      745
6.000 - 6.499..........               231         131,441,635.30        44.98       6.188      351       69.24      746
6.500 - 6.999..........                82          50,818,645.64        17.39       6.662      358       65.42      737
7.000 - 7.499..........                13          10,917,500.00         3.74       7.009      354       65.38      761
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL..................               457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average current loan rate of the group 1 mortgage loans was
approximately 6.145% as of the cut-off date.

                MAXIMUM LOAN RATES OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MAXIMUM LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

 9.500 -  9.999........                 1        $    714,167.25         0.24%      4.500%     330       71.42%     646
10.000 - 10.499........                 6           2,294,798.32         0.79       5.315      351       77.15      758
10.500 - 10.999........                91          50,852,852.69        17.40       5.799      344       66.15      745
11.000 - 11.499........               235         135,343,717.99        46.31       6.159      351       68.52      747
11.500 - 11.999........               105          85,298,131.55        29.19       6.271      357       63.35      742
12.000 - 12.499........                16          13,612,636.15         4.66       6.699      358       70.05      756
13.000 - 13.499........                 1           2,300,000.00         0.79       5.875      352       54.76      676
14.500 - 14.999........                 1           1,447,000.00         0.50       7.000      328       37.10      759
16.500 - 16.999........                 1             374,955.00         0.13       5.875      356       79.79      781
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL..................               457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average maximum loan rate of the group 1 mortgage loans was
approximately 11.338% as of the cut-off date.


                                      S-56



                MINIMUM LOAN RATES OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MINIMUM LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

1.000 - 1.499.................          2        $  1,539,555.00         0.53%      5.686%     358       65.80%     751
1.500 - 1.999.................        414         260,056,863.66        88.99       6.119      351       67.38      747
2.000 - 2.499.................         18          19,142,314.14         6.55       6.542      358       50.89      723
2.500 - 2.999.................         15           5,431,440.00         1.86       6.271      355       77.51      749
3.000 - 3.499.................          1           2,300,000.00         0.79       5.875      352       54.76      676
3.500 - 3.999.................          3           2,107,850.00         0.72       5.819      357       75.27      767
4.000 - 4.499.................          2             852,636.15         0.29       6.065      358       79.92      789
6.000 - 6.499.................          2             807,600.00         0.28       6.699      356       75.17      760
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average minimum loan rate of the group 1 mortgage loans was
approximately 1.950% as of the cut-off date.

                   GROSS MARGINS OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
GROSS MARGIN (%)                MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------                --------------  -----------------  -------------  --------  ---------  --------  --------

1.000 - 1.499................           3        $  2,275,555.00         0.78%     5.828%      358       70.39%     736
1.500 - 1.999................         434         268,097,103.55        91.74      6.122       351       67.49      747
2.000 - 2.499................           6          13,861,624.25         4.74      6.712       358       43.96      714
2.500 - 2.999................          13           5,703,976.15         1.95      6.078       355       77.62      762
3.000 - 3.499................           1           2,300,000.00         0.79      5.875       352       54.76      676
                                      ---        ---------------       ------      -----       ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%     6.145%      352       66.50%     745
                                      ===        ===============       ======      =====       ===       =====      ===


     The weighted average gross margin of the group 1 mortgage loans was
approximately 1.912% as of the cut-off date.


                                      S-57



                   PRODUCT TYPE OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PRODUCT TYPE                    MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
------------                    --------------  -----------------  -------------  --------  ---------  --------  --------

3/1 Hybrid Arm................          7        $  3,866,517.02         1.32%      5.993%     359       68.36%     762
3/1 Hybrid Arm IO.............         68          30,423,013.74        10.41       6.077      342       72.79      740
3/1 MO Hybrid Arm IO..........          2           1,265,400.00         0.43       6.141      359       59.73      746
3/6 Hybrid Arm IO.............          4           5,278,348.44         1.81       6.426      357       65.19      736
5/1 Hybrid Arm................         16           6,001,008.62         2.05       6.136      352       72.84      755
5/1 Hybrid Arm IO.............        308         186,000,596.24        63.65       6.243      352       66.56      744
5/1 MO Hybrid Arm.............          1             996,701.23         0.34       5.500      357       58.82      776
5/1 MO Hybrid Arm IO..........         27          41,116,634.93        14.07       5.690      355       59.64      749
5/6 Hybrid Arm IO.............         17          12,644,989.89         4.33       6.233      357       72.18      753
Reg Arm IO....................          7           4,645,048.84         1.59       6.426      345       63.29      752
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


                 INITIAL RATE CAPS OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
INITIAL RATE CAP (%)            MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------------------            --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................         34        $ 46,108,816.41        15.78%      5.751%     355       59.45%     750
1.000.........................          2             917,468.59         0.31       6.525      344       75.75      757
2.000.........................          5           2,659,986.15         0.91       5.996      357       74.56      775
4.000.........................         76          37,775,243.05        12.93       6.125      345       70.93      740
5.000.........................        339         203,836,744.75        69.75       6.240      352       67.06      744
6.000.........................          1             940,000.00         0.32       5.750      357       80.00      776
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===



                                      S-58



           SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
SUBSEQUENT PERIODIC                NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATE CAP (%)                    MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------------             --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................         34        $ 46,108,816.41        15.78%      5.751%     355       59.45%     750
1.000.........................         23          18,840,806.92         6.45       6.301      356       70.40      749
2.000.........................        400         227,288,635.62        77.78       6.212      351       67.60      744
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


                   CREDIT SCORES OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
FICO SCORE                      MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------                      --------------  -----------------  -------------  --------  ---------  --------  --------

550 - 574.....................          1        $    973,651.96         0.33%      6.125%     318       78.00%     550
600 - 624.....................          1             596,000.00         0.20       5.875      351       80.00      624
625 - 649.....................          9           6,598,685.97         2.26       5.784      349       59.46      637
650 - 674.....................         15           6,489,250.72         2.22       5.996      347       70.16      668
675 - 699.....................         45          43,058,914.20        14.73       6.330      355       59.06      689
700 - 724.....................         58          35,062,885.30        12.00       6.193      354       68.93      714
725 - 749.....................         74          48,681,768.90        16.66       6.136      351       69.00      739
750 - 774.....................         92          55,713,420.90        19.06       6.202      351       68.37      764
775 - 799.....................        129          79,803,723.52        27.31       6.038      352       66.19      786
800 - 824.....................         32          14,659,957.48         5.02       6.136      351       69.71      808
None..........................          1             600,000.00         0.21       5.900      360       48.98        0
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average FICO score of the group 1 mortgage loans with scores
was approximately 745 as of the cut-off date.

                AMORTIZATION TYPES OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
AMORTIZATION TYPE               MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------               --------------  -----------------  -------------  --------  ---------  --------  --------

Interest-only*................        433        $281,374,032.08        96.28%      6.150%     352       66.36%     744
Fully Amortizing..............         24          10,864,226.87         3.72       6.027      355       69.96      759
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        457        $292,238,258.95       100.00%      6.145%     352       66.50%     745
                                      ===        ===============       ======       =====      ===       =====      ===


----------
*    The interest-only period ranges from three to ten years following
     origination of the applicable mortgage loans.


                                      S-59



                     SERVICERS OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
SERVICER                        MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------                        --------------  ----------------  -------------  --------  ---------  --------  --------

Colonial Savings, F.A.........         15        $ 11,509,366.96       3.94%      6.100%      372      65.89%      729
Countrywide...................          1           9,999,999.00       3.42       6.875       358      35.09       695
First Republic Bank...........         31          44,825,736.16      15.34       5.740       355      58.90       750
Los Alamos National Bank......          1             565,000.00       0.19       6.000       357      72.44       773
Mellon Trust of New England,
   N.A........................          3           2,610,000.00       0.89       6.206       359      65.86       746
Thornburg Mortgage Home Loans,
   Inc........................        406         222,728,156.83      76.21       6.196       350      69.46       747
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        457        $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===        ===============     ======       =====       ===      =====       ===


                    ORIGINATOR OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINATOR                      MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------                      --------------  ----------------  -------------  --------  ---------  --------  --------

Countrywide*..................          1        $  9,999,999.00       3.42%      6.875%      358      35.09%      695
First Republic Bank*..........         31          44,825,736.16      15.34       5.740       355      58.90       750
Other*........................        377         214,064,471.11      73.25       6.193       352      69.30       745
Thornburg Mortgage Home Loans,
   Inc.(Retail)...............         48          23,348,052.68       7.99       6.169       346      68.79       755
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        457        $292,238,258.95     100.00%      6.145%      352      66.50%      745
                                      ===        ===============     ======       =====       ===      =====       ===


*    The indicated originators are correspondents of the seller. See "Mortgage
     Loan Origination--The Seller's Underwriting Standards--The Seller's
     Underwriting Process--Correspondent and Retail."


                                      S-60



               NEXT RATE CHANGE DATE OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
NEXT RATE CHANGE DATE           MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  ----------------  -------------  --------  ---------  --------  --------

July 2006.....................          4        $  1,813,080.25        0.62%     6.388%      355      76.93%      748
October 2006..................          1           1,447,000.00        0.50      7.000       328      37.10       759
November 2006.................          1             387,468.59        0.13      5.875       329      80.00       751
December 2006.................          1             714,167.25        0.24      4.500       330      71.42       646
February 2007.................          1             997,500.00        0.34      5.875       356      70.00       752
July 2008.....................          1             303,200.00        0.10      5.250       349      79.81       782
August 2008...................          3           1,609,198.32        0.55      5.583       350      74.94       766
December 2008.................          1             132,000.00        0.05      5.500       354      74.16       652
January 2009..................          3           1,326,400.00        0.45      5.969       355      72.45       695
February 2009.................          8           5,348,006.59        1.83      5.857       328      59.63       731
March 2009....................         23           9,453,233.83        3.23      6.071       347      73.87       758
April 2009....................         30          17,028,720.48        5.83      6.245       347      72.71       735
May 2009......................          8           3,765,852.73        1.29      6.604       359      73.55       768
June 2009.....................          3           1,152,500.00        0.39      6.403       360      55.89       742
May 2010......................          1             276,421.00        0.09      5.500       347      90.00       682
July 2010.....................          1             153,600.00        0.05      5.250       349      80.00       816
August 2010...................          2             691,200.00        0.24      5.479       350      80.00       686
September 2010................          3             797,800.00        0.27      5.804       351      81.20       659
October 2010..................          3           3,400,000.00        1.16      5.754       352      55.52       688
November 2010.................          2             884,000.00        0.30      5.599       353      40.30       707
December 2010.................          8           4,641,400.00        1.59      6.028       354      68.73       729
January 2011..................          5           1,546,786.39        0.53      6.008       355      75.21       757
February 2011.................         58          26,259,306.30        8.99      6.009       337      73.57       746
March 2011....................        123          88,043,949.71       30.13      6.017       352      64.64       751
April 2011....................         77          61,683,363.90       21.11      6.342       355      62.91       734
May 2011......................         51          33,551,738.99       11.48      6.231       360      67.85       761
June 2011.....................         35          24,830,364.62        8.50      6.278       360      66.18       748
                                      ---        ---------------      ------      -----       ---      -----       ---
TOTAL.........................        457        $292,238,258.95      100.00%     6.145%      352      66.50%      745
                                      ===        ===============      ======      =====       ===      =====       ===



                                      S-61



         ORIGINAL PREPAYMENT PENALTY TERMS OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ORIGINAL PREPAYMENT PENALTY        NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TERM (MONTHS)                   MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  ----------------  -------------  --------  ---------  --------  --------

No Prepayment Penalty.........        413        $240,007,494.62       82.13%     6.203%      352      67.29%      744
6.............................          2           2,211,930.00        0.76      6.406       355      70.81       787
12............................          9           6,070,078.17        2.08      6.036       321      68.29       730
24............................          2           2,117,100.00        0.72      6.699       358      76.10       706
36............................         18          24,528,464.93        8.39      5.870       352      62.75       749
48............................         11          17,010,471.23        5.82      5.653       358      58.17       758
60............................          2             292,720.00        0.10      6.150       356      73.32       783
                                      ---        ---------------      ------      -----       ---      -----       ---
TOTAL.........................        457        $292,238,258.95      100.00%     6.145%      352      66.50%      745
                                      ===        ===============      ======      =====       ===      =====       ===


                INTEREST ONLY TERMS OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
INTEREST ONLY TERM (MONTHS)     MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  ----------------  -------------  --------  ---------  --------  --------

None..........................         24        $ 10,864,226.87        3.72%     6.027%      355      69.96%      759
36............................          6           2,954,177.98        1.01      5.890       343      73.72       760
60............................         39          33,169,060.00       11.35      6.449       358      61.17       720
120...........................        388         245,250,794.10       83.92      6.112       351      66.98       748
                                      ---        ---------------      ------      -----       ---      -----       ---
TOTAL.........................        457        $292,238,258.95      100.00%     6.145%      352      66.50%      745
                                      ===        ===============      ======      =====       ===      =====       ===


           REMAINING INTEREST ONLY TERMS OF THE GROUP 1 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
REMAINING INTEREST ONLY            NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TERM (MONTHS)                   MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  ----------------  -------------  --------  ---------  --------  --------

None..........................         26        $ 12,014,226.87        4.11%     6.012%      351      69.73%      758
 1 -  60......................         43          34,973,237.98       11.97      6.421       358      62.02       722
61 - 120......................        388         245,250,794.10       83.92      6.112       351      66.98       748
                                      ---        ---------------      -------     -----       ---      -----       ---
TOTAL.........................        457        $292,238,258.95      100.00%     6.145%      352      66.50%      745
                                      ===        ===============      ======      =====       ===      =====       ===



                                      S-62



        CONVERSION AND MODIFIABLE FEATURES OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE       BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
CONVERSION AND                     NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MODIFIABLE FEATURES             MORTGAGE LOANS     CUT-OFF DATE    CUT-OFF DATE    COUPON      TERM     VALUE     SCORE
-------------------             --------------  -----------------  -------------  --------  ---------  --------  --------

Convertible and Modifiable ...         6         $  3,147,526.21        1.08%      6.031%      319      78.33%      760
Neither Convertible nor
   Modifiable ................       312          220,369,242.68       75.41       6.113       353      65.35       742
Only Modifiable ..............       139           68,721,490.06       23.52       6.254       351      69.63       753
                                     ---         ---------------      ------       -----       ---      -----       ---
TOTAL ........................       457         $292,238,258.95      100.00%      6.145%      352      66.50%      745
                                     ===         ===============      ======       =====       ===      =====       ===


                ORIGINATION CHANNEL OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE       BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINATION CHANNEL             MORTGAGE LOANS     CUT-OFF DATE    CUT-OFF DATE    COUPON      TERM     VALUE     SCORE
-------------------             --------------  -----------------  -------------  --------  ---------  --------  --------

Correspondent ................       409         $268,890,206.27       92.01%      6.143%      352      66.30%      744
Retail .......................        48           23,348,052.68        7.99       6.169       346      68.79       755
                                     ---         ---------------      ------       -----       ---      -----       ---
TOTAL ........................       457         $292,238,258.95      100.00%      6.145%      352      66.50%      745
                                     ===         ===============      ======       =====       ===      =====       ===


          ADDITIONAL COLLATERAL SERVICERS OF THE GROUP 1 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE       BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ADDITIONAL COLLATERAL SERVICER  MORTGAGE LOANS     CUT-OFF DATE    CUT-OFF DATE    COUPON      TERM     VALUE     SCORE
------------------------------  --------------  -----------------  -------------  --------  ---------  --------  --------

First Republic Bank ..........         1         $  1,900,000.00        0.65%      5.750%      358      100.00%     792
No Additional Collateral .....       455          289,908,638.33       99.20       6.147       352       66.26      745
Thornburg Mortgage Home Loans,
   Inc. ......................         1              429,620.62        0.15       6.625       360       74.65      787
                                     ---         ---------------      ------       -----       ---       -----      ---
TOTAL ........................       457         $292,238,258.95      100.00%      6.145%      352       66.50%     745
                                     ===         ===============      ======       =====       ===       =====      ===



                                      S-63



      30-DAY DELINQUENCIES OF THE GROUP 1 MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE       BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TIMES 30-59 DAYS DELINQUENT     MORTGAGE LOANS     CUT-OFF DATE    CUT-OFF DATE    COUPON      TERM     VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................       453         $287,360,808.95       98.33%      6.144%      352      66.47%      745
1.............................         4            4,877,450.00        1.67       6.176       351      67.91       728
                                     ---         ---------------      ------       -----       ---      -----       ---
TOTAL.........................       457         $292,238,258.95      100.00%      6.145%      352      66.50%      745
                                     ===         ===============      ======       =====       ===      =====       ===


      60-DAY DELINQUENCIES OF THE GROUP 1 MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE       BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TIMES 60-89 DAYS DELINQUENT     MORTGAGE LOANS     CUT-OFF DATE    CUT-OFF DATE    COUPON      TERM     VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................       457         $292,238,258.95      100.00%      6.145%      352      66.50%      745
                                     ---         ---------------      ------       -----       ---      -----       ---
TOTAL.........................       457         $292,238,258.95      100.00%      6.145%      352      66.50%      745
                                     ===         ===============      ======       =====       ===      =====       ===


  90-DAY OR MORE DELINQUENCIES OF THE GROUP 1 MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE       BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
TIMES 90 OR MORE DAYS              NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
DELINQUENT                      MORTGAGE LOANS     CUT-OFF DATE    CUT-OFF DATE    COUPON      TERM     VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................       457         $292,238,258.95      100.00%      6.145%      352      66.50%      745
                                     ---         ---------------      ------       -----       ---      -----       ---
TOTAL.........................       457         $292,238,258.95      100.00%      6.145%      352      66.50%      745
                                     ===         ===============      ======       =====       ===      =====       ===



                                      S-64



GROUP 2 MORTGAGE LOAN STATISTICS

     The following statistical information, unless otherwise specified, is based
upon the aggregate principal balance of the group 2 mortgage loans as of the
cut-off date.

     Approximately 99.52% of the group 2 mortgage loans have original terms to
stated maturity of 360 months. The weighted average remaining term to stated
maturity of the group 2 mortgage loans was approximately 357 months as of the
cut-off date. None of the group 2 mortgage loans had a first due date prior to
July 1, 2001 or after July 1, 2006 or had a remaining term to stated maturity of
less than 300 months or greater than 478 months as of the cut-off date. The
latest stated maturity date of any group 2 mortgage loan occurs in April 2046.

     The average principal balance of the group 2 mortgage loans at origination
was approximately $762,913. The average principal balance of the group 2
mortgage loans as of the cut-off date was approximately $761,151. No group 2
mortgage loan had a principal balance of less than approximately $75,000 or
greater than approximately $5,850,000 as of the cut-off date.

     All of the group 2 mortgage loans are hybrid mortgage loans which have loan
rates that first adjust after a fixed period of seven years following
origination and then adjust monthly, semi-annually or annually depending on the
terms of the particular mortgage note.

     The group 2 mortgage loans had annual loan rates of not less than 5.250%
and not more than 7.500% and the weighted average annual loan rate was
approximately 6.344%. As of the cut-off date, 91.88% of the group 2 mortgage
loans had an initial rate cap of 5.000%. The remaining group 2 mortgage loans
did not have an initial rate cap. As of the cut-off date, approximately 8.12% of
the group 2 mortgage loans did not have a periodic rate cap and the remaining
mortgage loans had periodic rate caps ranging from 1.000% to 2.000%. As of the
cut-off date, the group 2 mortgage loans had gross margins ranging from 1.000%
to 2.750%, maximum loan rates ranging from 10.250% to 13.000% and minimum loan
rates ranging from 1.000% to 4.250%. As of the cut-off date, the weighted
average gross margin was approximately 1.927%, the weighted average maximum loan
rate was approximately 11.431% and the weighted average minimum loan rate was
approximately 1.931% for all of the group 2 mortgage loans. The latest next loan
rate adjustment date following the cut-off date on any group 2 mortgage loan
occurs in 84 months and the weighted average next loan rate adjustment date
following the cut-off date for all of the group 2 mortgage loans occurs in
approximately 82 months.

     As of the cut-off date, none of the group 2 mortgage loans were 30 or more
days delinquent. Certain historical delinquency information with respect to the
group 2 mortgage loans is provided in the tables below.

     The group 2 mortgage loans had the characteristics shown in the following
tables. The sum in any column in the following tables may not equal the total
indicated due to rounding.


                                      S-65



             STATED PRINCIPAL BALANCES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE       BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
STATED PRINCIPAL BALANCE ($)    MORTGAGE LOANS     CUT-OFF DATE    CUT-OFF DATE    COUPON      TERM     VALUE     SCORE
----------------------------    --------------  -----------------  -------------  --------  ---------  --------  --------

           0 -   100,000.00...        14         $  1,278,784.00        0.21%      6.469%      359      70.69%      781
  100,000.01 -   200,000.00...        94           14,799,625.41        2.42       6.352       353      73.67       748
  200,000.01 -   300,000.00...       117           28,951,669.30        4.74       6.331       356      73.72       754
  300,000.01 -   400,000.00...        91           32,632,291.72        5.35       6.289       353      71.72       746
  400,000.01 -   500,000.00...        65           29,479,124.69        4.83       6.295       359      72.31       750
  500,000.01 -   600,000.00...        71           39,717,357.62        6.51       6.189       358      71.01       752
  600,000.01 -   700,000.00...        53           34,903,684.96        5.72       6.254       354      71.96       750
  700,000.01 -   800,000.00...        41           30,873,414.08        5.06       6.262       355      66.45       746
  800,000.01 -   900,000.00...        26           22,349,075.62        3.66       6.166       352      61.71       749
  900,000.01 - 1,000,000.00...        50           48,948,855.69        8.02       6.271       355      65.38       745
1,000,000.01 - 2,000,000.00...       144          210,051,657.13       34.41       6.273       358      67.14       743
2,000,000.01 - 3,000,000.00...        20           50,310,640.70        8.24       6.489       358      64.73       739
3,000,000.01 - 4,000,000.00...         9           31,947,250.00        5.23       6.587       358      64.75       696
4,000,000.01 - 5,000,000.00...         4           17,624,784.59        2.89       6.872       358      55.94       686
5,000,000.01 and Greater .....         3           16,575,000.00        2.72       7.165       359      55.11       694
                                     ---         ---------------      ------       -----       ---      -----       ---
TOTAL.........................       802         $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                     ===         ===============      ======       =====       ===      =====       ===


     The average principal balance of the group 2 mortgage loans was
approximately $761,151 as of the cut-off date.


                                      S-66



         ORIGINAL TERMS TO STATED MATURITY OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINAL TERM (MONTHS)          MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------          --------------  -----------------  -------------  --------  ---------  --------  --------

345 ..........................          1        $    800,000.00        0.13%      5.875%      341      74.42%      721
360 ..........................        796         607,498,661.89       99.52       6.346       356      67.27       740
480 ..........................          5           2,144,553.62        0.35       6.130       464      69.18       773
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL ........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


     The weighted average original term to stated maturity of the group 2
mortgage loans was approximately 360 months as of the cut-off date.

        REMAINING TERMS TO STATED MATURITY OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
REMAINING TERM (MONTHS)         MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  -----------------  -------------  --------  ---------  --------  --------

241 - 300 ....................          1        $    383,912.43        0.06%      6.375%      300      75.00%      694
301 - 360 ....................        796         607,914,749.46       99.59       6.345       356      67.28       740
361 and Greater ..............          5           2,144,553.62        0.35       6.130       464      69.18       773
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL ........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


     The weighted average remaining term to stated maturity of the group 2
mortgage loans was approximately 357 months as of the cut-off date.


                                      S-67



                  PROPERTY TYPES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PROPERTY TYPE                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------                   --------------  -----------------  -------------  --------  ---------  --------  --------

Condominium...................         136       $ 73,226,349.41       12.00%      6.335%      356      69.11%      743
Condominium Detached..........           1            165,950.00        0.03       6.750       359      80.00       780
Condotel......................           9          6,045,583.68        0.99       6.292       358      77.53       780
Cooperative...................           9          7,067,055.50        1.16       6.253       358      70.08       755
PUD Attached..................          39         15,668,657.77        2.57       6.368       356      73.74       744
PUD Detached..................         185        138,677,291.21       22.72       6.248       356      69.56       747
Single Family Detached........         385        336,275,910.50       55.09       6.374       357      65.25       736
Townhouse.....................           9          8,369,290.39        1.37       6.437       358      68.06       711
Two-Four Family...............          29         24,947,127.05        4.09       6.502       358      69.15       742
                                       ---       ---------------      ------       -----       ---      -----       ---
TOTAL.........................         802       $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                       ===       ===============      ======       =====       ===      =====       ===


              STATED OCCUPANCY STATUS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
OCCUPANCY                       MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------                       --------------  -----------------  -------------  --------  ---------  --------  --------

Investor......................        198        $ 70,448,583.88       11.54%      6.460%      357      73.59%      749
Primary.......................        474         412,511,793.14       67.58       6.338       357      66.87       738
Second Home...................        130         127,482,838.49       20.88       6.302       357      65.15       741
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


     In the preceding table, "stated occupancy status" refers to the intended
use of the mortgaged property as represented by the borrower when the related
mortgage loan was originated.


                                      S-68



                   LOAN PURPOSES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PURPOSE                         MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------                         --------------  -----------------  -------------  --------  ---------  --------  --------

Cash Out Refinance............        215        $165,053,650.49       27.04%      6.373%      356      62.93%      738
Purchase......................        458         327,894,610.44       53.71       6.351       357      71.84       742
Rate/Term Refinance...........        129         117,494,954.58       19.25       6.287       356      60.70       736
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


              DOCUMENTATION PROGRAMS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
DOCUMENTATION                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------                   --------------  -----------------  -------------  --------  ---------  --------  --------

Full Documentation............        710        $512,564,006.08       83.97%      6.295%      356      68.14%      740
No Ratio Documentation........          4           3,458,000.00        0.57       6.451       358      64.08       743
Stated Documentation..........         85          93,408,851.99       15.30       6.611       358      62.78       742
Streamline Documentation......          3           1,012,357.44        0.17       6.279       359      66.22       724
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


           ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ORIGINAL LOAN-TO-VALUE             NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATIO (%)                       MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------          --------------  -----------------  -------------  --------  ---------  --------  --------

  0.01 - 49.99 ...............         78        $ 64,062,624.21       10.49%      6.209%      357       35.93%     743
 50.00 - 54.99 ...............         39          46,065,740.42        7.55       6.390       357       52.01      735
 55.00 - 59.99 ...............         39          35,502,433.45        5.82       6.460       357       57.01      747
 60.00 - 64.99 ...............         52          63,557,515.55       10.41       6.470       357       62.21      730
 65.00 - 69.99 ...............         72          74,123,316.78       12.14       6.436       356       67.01      730
 70.00 - 74.99 ...............         88          69,491,254.46       11.38       6.259       357       71.64      742
 75.00 - 79.99 ...............        144         101,531,141.51       16.63       6.362       357       76.73      738
 80.00 - 80.00 ...............        262         143,927,843.49       23.58       6.295       357       80.00      747
 85.00 - 89.99 ...............          4           1,077,832.58        0.18       5.806       340       87.97      737
 90.00 - 94.99 ...............         12           3,597,251.26        0.59       6.197       353       90.90      737
 95.00 - 99.99 ...............          3           4,443,649.80        0.73       6.403       355       95.22      750
100.00 .......................          9           3,062,612.00        0.50       6.285       358      100.00      755
                                      ---        ---------------      ------       -----       ---      ------      ---
TOTAL ........................        802        $610,443,215.51      100.00%      6.344%      357       67.29%     740
                                      ===        ===============      ======       =====       ===      ======      ===


     The weighted average original loan-to-value ratio of the group 2 mortgage
loans was approximately 67.29% as of the cut-off date.


                                      S-69



          EFFECTIVE LOAN-TO-VALUE RATIOS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
EFFECTIVE LOAN-TO-VALUE            NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATIO (%)                       MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  -----------------  -------------  --------  ---------  --------  --------

 0.01 - 49.99.................         78        $ 64,062,624.21       10.49%      6.209%      357      35.93%      743
50.00 - 54.99.................         39          46,065,740.42        7.55       6.390       357      52.01       735
55.00 - 59.99.................         40          39,502,433.45        6.47       6.452       357      60.88       748
60.00 - 64.99.................         52          63,557,515.55       10.41       6.470       357      62.21       730
65.00 - 69.99.................         73          74,254,016.78       12.16       6.436       356      67.05       730
70.00 - 74.99.................         92          70,195,510.26       11.50       6.261       357      71.91       741
75.00 - 79.99.................        144         101,531,141.51       16.63       6.362       357      76.73       738
80.00 - 80.00.................        268         146,557,899.49       24.01       6.295       357      80.36       748
85.00 - 89.99.................          4           1,077,832.58        0.18       5.806       340      87.97       737
90.00 - 94.99.................         11           3,466,551.26        0.57       6.190       353      90.94       740
95.00 - 99.99.................          1             171,950.00        0.03       6.500       317      95.00       685
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


     The weighted average effective loan-to-value ratio of the group 2 mortgage
loans was approximately 66.92% as of the cut-off date.


                                      S-70



              GEOGRAPHIC DISTRIBUTION OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
LOCATION                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------                        --------------  -----------------  -------------  --------  ---------  --------  --------

Arizona.......................         40        $ 26,172,762.00        4.29%      6.508%      358      71.35%      719
California....................        165         155,728,252.34       25.51       6.317       358      66.84       743
Colorado......................         87          66,776,983.42       10.94       6.226       356      59.66       741
Connecticut...................          6           7,183,500.00        1.18       6.528       359      75.03       719
Delaware......................          2             748,819.43        0.12       6.075       422      73.70       749
District of Columbia..........          2           5,000,000.00        0.82       6.275       358      74.91       770
Florida.......................         89          47,838,665.95        7.84       6.421       357      67.40       747
Georgia.......................         63          29,965,384.33        4.91       6.312       349      68.79       742
Hawaii........................          8           8,298,585.20        1.36       6.237       358      67.23       759
Idaho.........................          2             283,400.00        0.05       6.456       358      76.49       767
Illinois......................         31          18,847,615.10        3.09       6.201       358      70.21       740
Indiana.......................          1             979,994.00        0.16       6.375       356      80.00       694
Kansas........................          2             291,200.00        0.05       6.428       360      80.00       770
Louisiana.....................          3             762,500.00        0.12       6.173       356      74.54       756
Maryland......................         10           7,495,071.94        1.23       6.355       355      65.00       744
Massachusetts.................          9           5,891,987.11        0.97       6.414       357      68.07       739
Minnesota.....................         18           7,151,501.99        1.17       6.204       358      75.00       759
Missouri......................          3           1,102,700.00        0.18       6.659       359      61.67       788
Montana.......................          4           4,868,900.00        0.80       6.319       359      70.21       687
Nevada........................         14          13,145,648.36        2.15       6.453       358      70.90       759
New Jersey....................         37          30,793,923.65        5.04       6.358       354      70.68       742
New Mexico....................         14           8,045,383.80        1.32       6.146       348      74.67       746
New York......................         38          59,178,483.02        9.69       6.580       358      58.55       719
North Carolina................         17          12,920,276.18        2.12       6.374       354      79.75       753
Ohio..........................          2             427,183.64        0.07       6.031       437      78.54       777
Oklahoma......................          1             107,105.00        0.02       6.750       360      80.00       800
Oregon........................          6           2,818,459.25        0.46       6.574       358      78.38       742
Pennsylvania..................         19          14,316,988.00        2.35       6.117       357      71.16       743
South Carolina................         26          15,054,134.39        2.47       6.296       355      72.21       738
Tennessee.....................          6           4,088,456.17        0.67       6.420       351      77.37       720
Texas.........................         10           9,461,621.59        1.55       6.240       363      68.98       726
Utah..........................         20          17,855,861.40        2.93       6.252       358      65.24       752
Virginia......................         17          11,281,917.40        1.85       6.261       349      73.81       741
Washington....................         30          15,559,950.85        2.55       6.378       360      72.36       750
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


     As of the cut-off date, the greatest five-digit ZIP Code geographic
concentration of group 2 mortgage loans by principal balance was approximately
2.54% in the 81611 ZIP Code.


                                      S-71



                CURRENT LOAN RATES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
CURRENT LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

5.000 - 5.499.................          2        $  1,908,000.00        0.31%      5.283%      358      72.66%      793
5.500 - 5.999.................        104          86,405,407.39       14.15       5.817       357      63.45       748
6.000 - 6.499.................        441         292,361,406.11       47.89       6.216       355      68.83       746
6.500 - 6.999.................        243         202,487,517.42       33.17       6.643       358      67.62       737
7.000 - 7.499.................         11          24,480,884.59        4.01       7.229       358      60.17       663
7.500 - 7.999.................          1           2,800,000.00        0.46       7.500       360      59.57       722
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


     The weighted average current loan rate of the group 2 mortgage loans was
approximately 6.344% as of the cut-off date.

                MAXIMUM LOAN RATES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MAXIMUM LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

10.000 - 10.499...............          2        $  1,908,000.00        0.31%      5.283%      358      72.66%      793
10.500 - 10.999...............         66          50,642,599.48        8.30       5.813       357      67.60       743
11.000 - 11.499...............        418         278,318,644.10       45.59       6.222       355      69.19       746
11.500 - 11.999...............        281         238,250,325.33       39.03       6.520       358      66.11       740
12.000 - 12.499...............         33          35,263,946.60        5.78       6.796       358      60.38       710
12.500 - 12.999...............          1           2,800,000.00        0.46       7.500       360      59.57       722
13.000 - 13.499...............          1           3,259,700.00        0.53       7.000       354      65.00       540
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


     The weighted average maximum loan rate of the group 2 mortgage loans was
approximately 11.431% as of the cut-off date.


                                      S-72



                MINIMUM LOAN RATES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MINIMUM LOAN RATE (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

1.000 - 1.499.................          5        $  2,296,946.12         0.38%      6.107%     358       79.62%     717
1.500 - 1.999.................        738         533,227,908.66        87.35       6.295      356       67.43      743
2.000 - 2.499.................         26          51,665,279.50         8.46       6.886      358       62.51      702
2.500 - 2.999.................         32          22,440,081.23         3.68       6.302      358       74.34      760
4.000 - 4.499.................          1             813,000.00         0.13       6.250      358       50.19      654
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average minimum loan rate of the group 2 mortgage loans was
approximately 1.931% as of the cut-off date.

                   GROSS MARGINS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
GROSS MARGIN (%)                MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------                --------------  -----------------  -------------  --------  ---------  --------  --------

1.000 - 1.499.................          4        $  1,134,446.12         0.19%      5.831%     359       84.36%     706
1.500 - 1.999.................        744         537,030,458.66        87.97       6.295      356       67.42      743
2.000 - 2.499.................         25          51,180,279.50         8.38       6.885      358       62.56      702
2.500 - 2.999.................         29          21,098,031.23         3.46       6.323      358       74.42      760
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average gross margin of the group 2 mortgage loans was
approximately 1.927% as of the cut-off date.

                   PRODUCT TYPE OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PRODUCT TYPE                    MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
------------                    --------------  -----------------  -------------  --------  ---------  --------  --------

7/1 Hybrid ARM................         39        $ 26,802,594.49         4.39%      6.461%     356       63.18%     735
7/1 Hybrid ARM (IO)...........        648         476,231,905.10        78.01       6.375      356       68.28      740
7/1 Mo Hybrid ARM.............          5           1,684,008.40         0.28       6.002      358       51.73      726
7/1 Mo Hybrid ARM (IO)........         55          47,890,211.52         7.85       5.896      358       59.03      755
7/6 Hybrid ARM (IO)...........         55          57,834,496.00         9.47       6.416      358       68.34      731
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===



                                      S-73



                 INITIAL RATE CAPS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
INITIAL RATE CAP (%)            MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------------------            --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................         60        $ 49,574,219.92         8.12%      5.899%     358       58.79%     754
5.000.........................        742         560,868,995.59        91.88       6.384      357       68.04      739
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===


           SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
SUBSEQUENT PERIODIC                NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATE CAP (%)                    MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------------             --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................         60        $ 49,574,219.92         8.12%      5.899%     358       58.79%     754
1.000.........................         57          64,348,686.51        10.54       6.468      358       67.22      725
2.000.........................        685         496,520,309.08        81.34       6.373      356       68.15      740
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===


                   CREDIT SCORES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
FICO SCORE                      MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------                      --------------  -----------------  -------------  --------  ---------  --------  --------

400 - 499.....................          1        $    130,000.00         0.02%      6.000%     323       74.29%     473
525 - 549.....................          1           3,259,700.00         0.53       7.000      354       65.00      540
550 - 574.....................          1             327,846.55         0.05       6.125      308       80.00      555
600 - 624.....................          2           5,275,000.00         0.86       6.746      358       59.56      609
625 - 649.....................          9           8,729,488.00         1.43       6.122      358       48.92      642
650 - 674.....................         29          41,814,062.92         6.85       6.726      358       65.16      666
675 - 699.....................         79          56,972,205.31         9.33       6.385      354       68.99      688
700 - 724.....................        117         102,289,124.13        16.76       6.352      357       67.81      712
725 - 749.....................        113          80,915,288.30        13.26       6.329      357       68.92      739
750 - 774.....................        197         155,078,150.60        25.40       6.319      357       67.98      763
775 - 799.....................        200         128,330,947.39        21.02       6.247      357       67.04      787
800 - 824.....................         53          27,321,402.31         4.48       6.214      356       65.01      804
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average FICO score of the group 2 mortgage loans with scores
was approximately 740 as of the cut-off date.


                                      S-74



                AMORTIZATION TYPES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
AMORTIZATION TYPE               MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------               --------------  -----------------  -------------  --------  ---------  --------  --------

Interest-only*................        758        $581,956,612.62        95.33%      6.340%     357       67.52%     740
Not Interest-only.............         44          28,486,602.89         4.67       6.434      356       62.51      734
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===


----------
*    The interest-only period ranges from three to ten years following
     origination of the applicable mortgage loans.

                     SERVICERS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
SERVICER                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------                        --------------  -----------------  -------------  --------  ---------  --------  --------

Colonial Savings, F.A.........         20        $ 16,130,040.25         2.64%      6.255%     370       69.23%     734
First Horizon Home Loans......          2           3,017,600.00         0.49       7.482      360       61.04      725
First Republic Bank...........         60          49,574,219.92         8.12       5.899      358       58.79      754
Los Alamos National Bank......          1             842,523.54         0.14       6.125      357       60.57      773
Mellon Trust of New England,
   N.A.....................             9           8,238,000.00         1.35       6.586      360       69.37      750
Thornburg Mortgage Home Loans,
   Inc........................        710         532,640,831.80        87.25       6.379      356       68.04      739
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===


                    ORIGINATOR OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINATOR                      MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------                      --------------  -----------------  -------------  --------  ---------  --------  --------

First Republic Bank*..........         60        $ 49,574,219.92         8.12%      5.899%     358       58.79%     754
Other*........................        699         539,817,075.84        88.43       6.394      357       68.12      738
Thornburg Mortgage Home Loans,
   Inc.(Retail)...............         43          21,051,919.75         3.45       6.120      350       66.05      754
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL.........................        802        $610,443,215.51       100.00%      6.344%     357       67.29%     740
                                      ===        ===============       ======       =====      ===       =====      ===


*    The indicated originators are correspondents of the seller. See "Mortgage
     Loan Origination--The Seller's Underwriting Standards--The Seller's
     Underwriting Process--Correspondent and Retail."


                                      S-75



               NEXT RATE CHANGE DATE OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
NEXT RATE CHANGE DATE           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  -----------------  -------------  --------  ---------  --------  --------

September 2012................          1        $  1,000,000.00        0.16%      6.000%      351      38.07%      701
October 2012..................          2             482,482.72        0.08       5.630       352      67.58       781
November 2012.................          2             457,742.83        0.07       5.870       353      86.43       708
December 2012.................          4           6,869,700.00        1.13       6.369       354      68.53       632
January 2013..................          6           3,299,897.99        0.54       6.505       355      72.05       699
February 2013.................         46          30,703,457.68        5.03       6.092       349      73.40       745
March 2013....................        183         120,497,132.22       19.74       6.196       354      69.59       736
April 2013....................        282         214,760,990.20       35.18       6.312       357      66.76       739
May 2013......................        213         188,826,936.87       30.93       6.471       359      66.08       744
June 2013.....................         63          43,544,875.00        7.13       6.546       360      64.42       751
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


         ORIGINAL PREPAYMENT PENALTY TERMS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ORIGINAL PREPAYMENT PENALTY        NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TERM (MONTHS)                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

No Prepayment Penalty.........        703        $494,828,797.05       81.06%      6.336%      357      67.97%      741
6.............................          1           1,760,824.00        0.29       6.875       358      70.00       671
12............................         25          39,944,043.67        6.54       6.751       356      64.01       721
24............................          1           1,537,500.00        0.25       7.000       359      75.00       760
36............................         40          43,640,129.16        7.15       6.284       358      63.03       738
60............................         32          28,731,921.63        4.71       5.945       358      66.11       755
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


                       LIEN OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
LIEN                            MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----                            --------------  -----------------  -------------  --------  ---------  --------  --------

First Lien....................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===



                                      S-76



                INTEREST ONLY TERMS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
INTEREST ONLY TERM (MONTHS)     MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................         44        $ 28,486,602.89        4.67%      6.434%      356      62.51%      734
36............................          1             384,000.00        0.06       6.375       322      54.86       724
60............................          1             148,800.00        0.02       6.250       338      80.00       762
84............................         97          80,518,632.11       13.19       6.402       358      65.35       736
104...........................          1             800,000.00        0.13       5.875       341      74.42       721
120...........................        658         500,105,180.51       81.92       6.331       357      67.87       741
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


           REMAINING INTEREST ONLY TERMS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
REMAINING INTEREST ONLY TERM       NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
(MONTHS)                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------------    --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................         45        $ 28,870,602.89        4.73%      6.433%      356      62.40%      734
1 -  60.......................          2             532,712.43        0.09       6.340       311      76.40       713
61 - 120......................        755         581,039,900.19       95.18       6.340       357      67.52       740
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


        CONVERSION AND MODIFIABLE FEATURES OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
CONVERSION AND                     NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MODIFIABLE FEATURES             MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------------             --------------  -----------------  -------------  --------  ---------  --------  --------

Convertible and Modifiable....          4        $  1,633,334.91        0.27%      6.230%      318      78.84%      726
Neither Convertible nor
   Modifiable.................        579         483,235,443.53       79.16       6.365       357      67.55       737
Only Convertible..............          1             418,758.78        0.07       6.250       308      60.85       797
Only Modifiable...............        218         125,155,678.29       20.50       6.266       355      66.14       752
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===



                                      S-77



                ORIGINATION CHANNEL OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINATION CHANNEL             MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------------             --------------  -----------------  -------------  --------  ---------  --------  --------

Correspondent.................        759        $589,391,295.76       96.55%      6.352%      357      67.33%      739
Retail........................         43          21,051,919.75        3.45       6.120       350      66.05       754
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


          ADDITIONAL COLLATERAL SERVICERS OF THE GROUP 2 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ADDITIONAL COLLATERAL SERVICER  MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
------------------------------  --------------  -----------------  -------------  --------  ---------  --------  --------

No Additional Collateral......        790        $602,978,203.71       98.78%      6.344%      357      66.92%      740
Thornburg Mortgage Home Loans,
   Inc........................         12           7,465,011.80        1.22       6.352       357      97.09       752
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===



                                      S-78



      30-DAY DELINQUENCIES OF THE GROUP 2 MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TIMES 30-59 DAYS DELINQUENT     MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................        800        $608,721,215.51       99.72%      6.345%      357      67.27%      740
1.............................          2           1,722,000.00        0.28       6.260       357      76.08       774
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


      60-DAY DELINQUENCIES OF THE GROUP 2 MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TIMES 60-89 DAYS DELINQUENT     MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===


  90-DAY OR MORE DELINQUENCIES OF THE GROUP 2 MORTGAGE LOANS SINCE ORIGINATION



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
TIMES 90 OR                        NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MORE DAYS DELINQUENT            MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------------------            --------------  -----------------  -------------  --------  ---------  --------  --------

0.............................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        802        $610,443,215.51      100.00%      6.344%      357      67.29%      740
                                      ===        ===============      ======       =====       ===      =====       ===



                                      S-79



GROUP 3 MORTGAGE LOAN STATISTICS

     The following statistical information, unless otherwise specified, is based
upon the aggregate principal balance of the group 3 mortgage loans as of the
cut-off date.

     Approximately 99.47% of the group 3 mortgage loans have original terms to
stated maturity of 360 months. The weighted average remaining term to stated
maturity of the group 3 mortgage loans was approximately 358 months as of the
cut-off date. None of the group 3 mortgage loans had a first due date prior to
November 1, 2001 or after July 1, 2006 or had a remaining term to stated
maturity of less than 304 months or greater than 479 months as of the cut-off
date. The latest stated maturity date of any group 3 mortgage loan occurs in May
2046.

     The average principal balance of the group 3 mortgage loans at origination
was approximately $786,428. The average principal balance of the group 3
mortgage loans as of the cut-off date was approximately $782,340. No group 3
mortgage loan had a principal balance of less than approximately $50,000 or
greater than approximately $6,000,000 as of the cut-off date.

     All of the group 3 mortgage loans are hybrid mortgage loans which have loan
rates that first adjust after a fixed period of ten years following origination
and then adjust monthly, semi-annually or annually depending on the terms of the
particular mortgage note.

     The group 3 mortgage loans had annual loan rates of not less than 5.375%
and not more than 7.250% and the weighted average annual loan rate was
approximately 6.278%. As of the cut-off date, 85.34% of the group 3 mortgage
loans had an initial rate cap of 5.000%. The remaining group 3 mortgage loans
did not have an initial rate cap. As of the cut-off date, approximately 14.66%
of the group 3 mortgage loans did not have a periodic rate cap and the remaining
mortgage loans had periodic rate caps ranging from 1.000% to 2.000%. As of the
cut-off date, the group 3 mortgage loans had gross margins ranging from 1.875%
to 2.500%, maximum loan rates ranging from 10.375% to 17.900% and minimum loan
rates ranging from 1.875% to 2.750%. As of the cut-off date, the weighted
average gross margin was approximately 1.892%, the weighted average maximum loan
rate was 11.471% and the weighted average minimum loan rate was approximately
1.895% for all of the group 3 mortgage loans. The latest next loan rate
adjustment date following the cut-off date on any group 3 mortgage loan occurs
in 120 months and the weighted average next loan rate adjustment date following
the cut-off date for all of the group 3 mortgage loans occurs in approximately
118 months.

     As of the cut-off date, none of the group 3 mortgage loans were 30 or more
days delinquent. Certain historical delinquency information with respect to the
group 3 mortgage loans is provided in the tables below.

     The group 3 mortgage loans had the characteristics shown in the following
tables. The sum in any column in the following tables may not equal the total
indicated due to rounding.


                                      S-80



             STATED PRINCIPAL BALANCES OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
STATED PRINCIPAL BALANCE ($)    MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------------    --------------  -----------------  -------------  --------  ---------  --------  --------

           0 -   100,000.00...         11        $    914,939.24        0.14%      6.487%      358      59.74%      771
  100,000.01 -   200,000.00...         97          15,556,324.03        2.39       6.435       356      73.02       757
  200,000.01 -   300,000.00...         99          25,465,252.59        3.91       6.356       355      67.70       766
  300,000.01 -   400,000.00...         59          20,808,359.30        3.19       6.311       353      70.33       747
  400,000.01 -   500,000.00...         86          40,073,780.17        6.15       6.265       356      66.82       749
  500,000.01 -   600,000.00...         76          41,899,093.53        6.43       6.256       358      70.65       738
  600,000.01 -   700,000.00...         55          35,871,405.35        5.50       6.303       358      67.88       746
  700,000.01 -   800,000.00...         56          42,282,449.46        6.49       6.215       357      70.37       751
  800,000.01 -   900,000.00...         35          29,965,008.41        4.60       6.211       358      69.12       738
  900,000.01 - 1,000,000.00...         51          49,917,442.73        7.66       6.287       358      63.50       753
1,000,000.01 - 2,000,000.00...        178         250,019,431.97       38.36       6.252       359      67.99       749
2,000,000.01 - 3,000,000.00...         18          46,499,165.47        7.14       6.307       358      63.96       740
3,000,000.01 - 4,000,000.00...          7          25,576,499.99        3.92       6.379       358      59.19       722
4,000,000.01 - 5,000,000.00...          3          15,000,000.00        2.30       6.358       359      52.19       750
5,000,000.01 and Greater......          2          11,839,925.00        1.82       6.375       358      59.21       760
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===


     The average principal balance of the group 3 mortgage loans was
approximately $782,340 as of the cut-off date.


                                      S-81



         ORIGINAL TERMS TO STATED MATURITY OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINAL TERM (MONTHS)          MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------------          --------------  -----------------  -------------  --------  ---------  --------  --------

346 ..........................          1        $  1,154,000.00         0.18%      5.750%     340       80.00%     731
360 ..........................        829         648,256,890.09        99.47       6.278      357       66.95      748
480 ..........................          3           2,278,187.15         0.35       6.645      479       62.15      710
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL ........................        833        $651,689,077.24       100.00%      6.278%     358       66.96%     748
                                      ===        ===============       ======       =====      ===       =====      ===


     The weighted average original term to stated maturity of the group 3
mortgage loans was approximately 360 months as of the cut-off date.

        REMAINING TERMS TO STATED MATURITY OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
REMAINING TERM (MONTHS)         MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  -----------------  -------------  --------  ---------  --------  --------

301-360 ......................       830         $649,410,890.09        99.65%     6.277%      357      66.98%      748
361 and Greater ..............         3            2,278,187.15         0.35      6.645       479      62.15       710
                                     ---         ---------------       ------      -----       ---      -----       ---
TOTAL ........................       833         $651,689,077.24       100.00%     6.278%      358      66.96%      748
                                     ===         ===============       ======      =====       ===      =====       ===


     The weighted average remaining term to stated maturity of the group 3
mortgage loans was approximately 358 months as of the cut-off date.


                                      S-82



                  PROPERTY TYPES OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PROPERTY TYPE                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------                   --------------  -----------------  -------------  --------  ---------  --------  --------

Condominium ..................        128        $ 67,211,268.86       10.31%       6.302%     357       72.16%     745
Condotel .....................          8           7,468,167.61        1.15        6.461      358       64.18      703
Cooperative ..................         25          16,474,618.65        2.53        6.219      358       55.08      743
PUD Attached .................         22           7,881,667.35        1.21        6.357      358       72.12      739
PUD Detached .................        133         100,845,424.11       15.47        6.314      359       66.91      752
Single Family Detached .......        463         414,988,374.42       63.68        6.260      358       66.16      747
Townhouse ....................         10           4,006,800.00        0.61        6.305      357       74.28      732
Two-Four Family ..............         44          32,812,756.24        5.04        6.327      358       71.00      763
                                      ---        ---------------      ------        -----      ---       -----      ---
TOTAL ........................        833        $651,689,077.24      100.00%       6.278%     358       66.96%     748
                                      ===        ===============      ======        =====      ===       =====      ===


              STATED OCCUPANCY STATUS OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
OCCUPANCY                       MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------                       --------------  -----------------  -------------  --------  ---------  --------  --------

Investor .....................        152        $ 52,729,501.68         8.09%      6.395%     358       72.29%     755
Primary ......................        552         502,582,247.72        77.12       6.266      358       66.52      749
Second Home ..................        129          96,377,327.84        14.79       6.279      357       66.32      738
                                      ---        ---------------       ------       -----      ---       -----      ---
TOTAL ........................        833        $651,689,077.24       100.00%      6.278%     358       66.96%     748
                                      ===        ===============       ======       =====      ===       =====      ===


     In the preceding table, "stated occupancy status" refers to the intended
use of the mortgaged property as represented by the borrower when the related
mortgage loan was originated.


                                      S-83



                   LOAN PURPOSES OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PURPOSE                         MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------                         --------------  -----------------  -------------  --------  ---------  --------  --------

Cash Out Refinance ...........        225        $172,310,525.72       26.44%       6.297%     357      63.18%      739
Purchase .....................        486         370,236,223.72       56.81        6.257      358      71.86       752
Rate/Term Refinance ..........        122         109,142,327.80       16.75        6.319      357      56.30       747
                                      ---        ---------------      ------        -----      ---      -----       ---
TOTAL ........................        833        $651,689,077.24      100.00%       6.278%     358      66.96%      748
                                      ===        ===============      ======        =====      ===      =====       ===


              DOCUMENTATION PROGRAMS OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
DOCUMENTATION                   MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------                   --------------  -----------------  -------------  --------  ---------  --------  --------

Full Documentation ...........        760        $586,198,027.75       89.95%       6.253%     358       67.47%     746
No Ratio Documentation .......          4           2,415,575.33        0.37        6.711      360       59.22      725
Stated Documentation .........         68          62,475,474.16        9.59        6.496      358       62.36      759
Streamline Documentation .....          1             600,000.00        0.09        6.375      359       77.42      777
                                      ---        ---------------      ------        -----      ---       -----      ---
TOTAL ........................        833        $651,689,077.24      100.00%       6.278%     358       66.96%     748
                                      ===        ===============      ======        =====      ===       =====      ===


           ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ORIGINAL LOAN-TO-VALUES            NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
RATIO(%)                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  -----------------  -------------  --------  ---------  --------  --------

  0.01 - 49.99 ...............       110         $ 88,644,524.34        13.60%      6.273%     358       38.83%     752
 50.00 - 54.99 ...............        38           32,960,750.51         5.06       6.295      361       52.60      736
 55.00 - 59.99 ...............        54           51,607,295.03         7.92       6.282      358       57.70      753
 60.00 - 64.99 ...............        52           67,203,441.80        10.31       6.261      361       62.12      743
 65.00 - 69.99 ...............        62           64,546,235.46         9.90       6.284      357       67.82      750
 70.00 - 74.99 ...............        87           77,117,388.75        11.83       6.288      357       71.47      747
 75.00 - 79.99 ...............       134           89,050,165.00        13.66       6.333      357       76.90      742
 80.00 - 80.00 ...............       283          172,804,476.33        26.52       6.252      357       80.00      751
 85.00 - 89.99 ...............         1              149,568.76         0.02       6.250      330       89.96      708
 90.00 - 94.99 ...............         6            2,712,660.06         0.42       6.475      356       90.27      761
 95.00 - 99.99 ...............         1              178,573.17         0.03       6.250      316       95.00      706
100.00                                 5            4,713,998.03         0.72       6.078      358      100.00      711
                                     ---         ---------------       ------       -----      ---      ------      ---
TOTAL ........................       833         $651,689,077.24       100.00%      6.278%     358       66.96%     748
                                     ===         ===============       ======       =====      ===      ======      ===


     The weighted average original loan-to-value ratio of the group 3 mortgage
loans was approximately 66.96% as of the cut-off date.


                                      S-84



          EFFECTIVE LOAN-TO-VALUE RATIOS OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
EFFECTIVE                          NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
LOAN-TO-VALUE RATIO (%)         MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------------         --------------  ----------------  -------------  --------  ---------  --------  --------

 0.01 - 49.99 ................       110         $ 88,644,524.34      13.60%      6.273%      358      38.83%      752
50.00 - 54.99 ................        38           32,960,750.51       5.06       6.295       361      52.60       736
55.00 - 59.99 ................        54           51,607,295.03       7.92       6.282       358      57.70       753
60.00 - 64.99 ................        52           67,203,441.80      10.31       6.261       361      62.12       743
65.00 - 69.99 ................        62           64,546,235.46       9.90       6.284       357      67.82       750
70.00 - 74.99 ................        87           77,117,388.75      11.83       6.288       357      71.47       747
75.00 - 79.99 ................       137           93,150,165.00      14.29       6.321       357      77.91       740
80.00 - 80.00 ................       285          173,418,474.36      26.61       6.251       357      80.07       751
85.00 - 89.99 ................         1              149,568.76       0.02       6.250       330      89.96       708
90.00 - 94.99 ................         6            2,712,660.06       0.42       6.475       356      90.27       761
95.00 - 99.99 ................         1              178,573.17       0.03       6.250       316      95.00       706
                                     ---         ---------------     ------       -----       ---      -----       ---
TOTAL ........................       833         $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                     ===         ===============     ======       =====       ===      =====       ===


     The weighted average effective loan-to-value ratio of the group 3 mortgage
loans was approximately 66.79% as of the cut-off date.


                                      S-85



              GEOGRAPHIC DISTRIBUTION OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
LOCATION                        MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------                        --------------  ----------------  -------------  --------  ---------  --------  --------

Alabama.......................         2         $    463,669.18       0.07%      6.264%      358      66.18%      737
Arizona.......................        14            8,373,977.06       1.28       6.414       358      67.19       730
Arkansas......................         1              176,764.09       0.03       6.375       336      80.00       712
California....................       239          262,781,270.76      40.32       6.271       358      63.22       750
Colorado......................        83           64,725,467.86       9.93       6.298       358      71.03       748
Connecticut...................         9            9,685,626.71       1.49       6.396       357      70.35       769
Delaware......................         2            1,153,967.85       0.18       5.841       353      66.61       676
District of Columbia..........         2            1,287,723.75       0.20       6.198       358      74.56       706
Florida.......................        64           30,016,315.01       4.61       6.378       356      72.70       746
Georgia.......................        36           23,335,544.98       3.58       6.148       353      71.11       745
Hawaii........................         7           10,512,000.00       1.61       6.557       359      55.49       751
Idaho.........................         3            1,037,000.00       0.16       6.467       359      60.15       748
Illinois......................        28           17,020,873.81       2.61       6.287       361      64.10       764
Kentucky......................         1            1,000,000.00       0.15       6.125       357      58.82       762
Louisiana.....................         1              109,600.00       0.02       6.375       358      78.85       706
Maryland......................         3            1,720,000.00       0.26       6.076       356      78.11       780
Massachusetts.................        20           16,071,884.64       2.47       6.278       358      70.57       758
Minnesota.....................        26           14,609,011.71       2.24       6.282       358      70.86       754
Missouri......................         2              561,671.77       0.09       6.225       358      67.39       715
Nevada........................         5            2,922,900.00       0.45       6.180       358      50.33       719
New Jersey....................        35           24,683,605.12       3.79       6.313       357      72.74       735
New Mexico....................        27           11,214,454.31       1.72       6.260       358      72.03       752
New York......................        62           56,263,784.79       8.63       6.242       357      67.23       740
North Carolina................        15            8,430,291.91       1.29       6.250       379      64.12       729
Ohio..........................         1              364,000.00       0.06       6.625       357      80.00       710
Oklahoma......................         1              184,431.40       0.03       5.875       357      67.27       791
Oregon........................        11            4,711,220.00       0.72       6.165       358      69.65       764
Pennsylvania..................        32           27,630,018.12       4.24       6.207       357      69.33       733
South Carolina................        19            6,029,215.66       0.93       6.266       355      69.88       743
Tennessee.....................         7            1,622,873.17       0.25       6.295       338      78.30       777
Texas.........................         9            4,821,172.60       0.74       6.311       358      78.03       742
Utah..........................        10            6,367,204.48       0.98       6.261       359      74.79       746
Virginia......................        22           12,008,630.55       1.84       6.179       354      66.98       768
Washington....................        31           18,760,705.95       2.88       6.371       358      72.03       747
Wisconsin.....................         3            1,032,200.00       0.16       6.278       358      60.53       732
                                     ---         ---------------     ------       -----       ---      -----       ---
TOTAL.........................       833         $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                     ===         ===============     ======       =====       ===      =====       ===


     As of the cut-off date, the greatest five-digit ZIP Code geographic
concentration of group 3 mortgage loans by principal balance was approximately
2.76% in the 90210 ZIP Code.


                                      S-86



                CURRENT LOAN RATES OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
CURRENT LOAN RATE (%)           MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  ----------------  -------------  --------  ---------  --------  --------

5.000 - 5.499 ................         4         $  3,048,799.17       0.47%      5.375%      357      76.24%      732
5.500 - 5.999 ................        97           97,184,756.64      14.91       5.824       357      62.68       752
6.000 - 6.499 ................       458          356,833,858.24      54.76       6.222       357      67.90       748
6.500 - 6.999 ................       265          188,151,303.60      28.87       6.605       360      67.62       747
7.000 - 7.499 ................         9            6,470,359.59       0.99       7.169       359      55.85       700
                                     ---         ---------------     ------       -----       ---      -----       ---
TOTAL ........................       833         $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                     ===         ===============     ======       =====       ===      =====       ===


     The weighted average current loan rate of the group 3 mortgage loans was
approximately 6.278% as of the cut-off date.

                MAXIMUM LOAN RATES OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MAXIMUM LOAN RATE (%)           MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  ----------------  -------------  --------  ---------  --------  --------

10.000 - 10.499...............          4        $  3,048,799.17       0.47%      5.375%      357      76.24%      732
10.500 - 10.999...............         46          44,406,292.06       6.81       5.805       357      68.80       752
11.000 - 11.499...............        405         314,104,734.78      48.20       6.231       357      69.38       749
11.500 - 11.999...............        314         235,632,268.18      36.16       6.447       359      65.93       749
12.000 - 12.499...............         62          49,199,483.05       7.55       6.285       359      56.83       734
12.500 - 12.999...............          1             297,500.00       0.05       6.550       359      50.00       791
17.500 - 17.999...............          1           5,000,000.00       0.77       5.950       358      41.67       720
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


     The weighted average maximum loan rate of the group 3 mortgage loans was
approximately 11.471% as of the cut-off date.

                MINIMUM LOAN RATES OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MINIMUM LOAN RATE (%)           MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  ----------------  -------------  --------  ---------  --------  --------

1.500 - 1.999.................        796        $626,256,714.32      96.10%      6.271%      358      66.98%      748
2.000 - 2.499.................         14          12,925,100.00       1.98       6.689       358      67.04       727
2.500 - 2.999.................         23          12,507,262.92       1.92       6.245       358      65.91       752
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


     The weighted average minimum loan rate of the group 3 mortgage loans was
approximately 1.895% as of the cut-off date.


                                      S-87



                   GROSS MARGINS OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
GROSS MARGIN (%)                MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------------                --------------  -----------------  -------------  --------  ---------  --------  --------

1.500 - 1.999 ................        799        $628,388,664.32       96.42%      6.270%      358      67.02%      748
2.000 - 2.499 ................         13          12,316,150.00        1.89       6.723       358      66.40       726
2.500 - 2.999 ................         21          10,984,262.92        1.69       6.280       358      64.10       757
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL ........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===


     The weighted average gross margin of the group 3 mortgage loans was
approximately 1.892% as of the cut-off date.

                   PRODUCT TYPE OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PRODUCT TYPE                    MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
------------                    --------------  -----------------  -------------  --------  ---------  --------  --------

10/1 Hybrid ARM...............         44        $ 24,324,600.47        3.73%      6.386%      364      69.56%      761
10/1 Hybrid ARM (IO)..........        611         461,875,326.15       70.87       6.329       357      68.33       748
10/1 Mo Hybrid ARM............          3           1,470,466.47        0.23       5.929       358      61.02       795
10/1 Mo Hybrid ARM (IO).......        101          94,072,621.57       14.44       5.982       358      57.15       746
10/6 Hybrid ARM...............          3           1,311,889.85        0.20       5.908       359      68.45       737
10/6 Hybrid ARM (IO)..........         71          68,634,172.73       10.53       6.323       358      70.38       744
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===


                 INITIAL RATE CAPS OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
INITIAL RATE CAP (%)            MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------------------            --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................        104        $ 95,543,088.04       14.66%      5.981%      358      57.21%      746
5.000.........................        729         556,145,989.20       85.34       6.330       358      68.63       748
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===



                                      S-88



           SUBSEQUENT PERIODIC RATE CAPS OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
SUBSEQUENT                         NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
PERIODIC RATE CAP (%)           MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------------------            --------------  -----------------  -------------  --------  ---------  --------  --------

None..........................        104        $ 95,543,088.04       14.66%      5.981%      358      57.21%      746
1.000.........................         74          69,937,694.46       10.73       6.313       358      70.33       744
2.000.........................        655         486,208,294.74       74.61       6.332       358      68.39       748
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===


                   CREDIT SCORES OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
FICO SCORE                      MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------                      --------------  -----------------  -------------  --------  ---------  --------  --------

600 - 624.....................          3        $  1,906,300.00        0.29%      6.288%      354      52.56%      620
625 - 649.....................          5           2,770,893.19        0.43       6.341       351      70.03       642
650 - 674.....................         34          27,537,690.73        4.23       6.492       356      63.34       664
675 - 699.....................         79          70,903,449.57       10.88       6.303       361      69.46       686
700 - 724.....................        109          93,351,783.60       14.32       6.247       357      67.19       712
725 - 749.....................        126          96,470,485.20       14.80       6.268       358      68.94       738
750 - 774.....................        174         141,362,519.69       21.69       6.305       358      65.24       762
775 - 799.....................        218         160,000,755.55       24.55       6.227       357      67.60       786
800 - 824.....................         79          52,895,919.71        8.12       6.274       358      63.75       806
825 - 849.....................          2           1,189,280.00        0.18       6.520       357      75.01       829
None..........................          4           3,300,000.00        0.51       6.444       359      75.89         0
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===


     The weighted average FICO score of the group 3 mortgage loans with scores
was approximately 748 as of the cut-off date.

                AMORTIZATION TYPES OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
AMORTIZATION TYPE               MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------------               --------------  -----------------  -------------  --------  ---------  --------  --------

Interest-only*................        782        $623,847,872.60       95.73%      6.276%      358      66.85%      747
Not Interest-only.............         51          27,841,204.64        4.27       6.322       363      69.33       760
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===


----------
*    The interest-only period ranges from three to ten years following
     origination of the applicable mortgage loans.


                                      S-89



                     SERVICERS OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
SERVICER                        MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
--------                        --------------  -----------------  -------------  --------  ---------  --------  --------

Colonial Savings, F.A.........         19        $ 13,878,798.63        2.13%      6.326%      378      66.16%      743
First Republic Bank...........        105          95,805,088.04       14.70       5.981       358      57.27       746
Mellon Trust of New England,
   N.A........................         19          12,791,835.00        1.96       6.525       359      59.43       730
Thornburg Mortgage Home Loans,
   Inc........................        690         529,213,355.57       81.21       6.325       357      68.92       748
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===


                    ORIGINATOR OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINATOR                      MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----------                      --------------  -----------------  -------------  --------  ---------  --------  --------

First Republic Bank*..........        105        $ 95,805,088.04       14.70%      5.981%      358      57.27%      746
Other*........................        674         535,290,421.59       82.14       6.333       358      68.76       747
Thornburg Mortgage Home Loans,
   Inc.(Retail)...............         54          20,593,567.61        3.16       6.257       355      65.14       759
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===


*    The indicated originators are correspondents of the seller. See "Mortgage
     Loan Origination--The Seller's Underwriting Standards--The Seller's
     Underwriting Process--Correspondent and Retail."

               NEXT RATE CHANGE DATE OF THE GROUP 3 MORTGAGE LOANS



                                                                        % OF
                                                                     AGGREGATE
                                                                       STATED                WEIGHTED  WEIGHTED
                                                 STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                      BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
NEXT RATE                          NUMBER OF        AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
CHANGE DATE                     MORTGAGE LOANS     CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-----------                     --------------  -----------------  -------------  --------  ---------  --------  --------

August 2015...................          1        $    599,200.00        0.09%      5.625%      350      80.00%      757
September 2015................          2           1,479,963.05        0.23       5.875       351      73.45       709
December 2015.................          3           2,461,000.00        0.38       5.863       347      66.40       748
January 2016..................         12           6,366,112.26        0.98       6.095       355      74.48       741
February 2016.................         37          18,104,831.49        2.78       6.143       349      74.74       763
March 2016....................        197         161,921,053.91       24.85       6.133       356      67.16       750
April 2016....................        273         205,614,203.04       31.55       6.262       357      65.87       747
May 2016......................        229         183,000,087.49       28.08       6.412       360      67.25       745
June 2016.....................         79          72,142,626.00       11.07       6.392       360      66.06       748
                                      ---        ---------------      ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24      100.00%      6.278%      358      66.96%      748
                                      ===        ===============      ======       =====       ===      =====       ===



                                      S-90



         ORIGINAL PREPAYMENT PENALTY TERMS OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ORIGINAL PREPAYMENT PENALTY        NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TERM (MONTHS)                   MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  ----------------  -------------  --------  ---------  --------  --------

No Prepayment Penalty.........        705        $537,437,015.99      82.47%      6.318%      358      68.53%      749
12............................         14          13,301,075.20       2.04       6.701       356      65.63       722
24............................          2           1,240,000.00       0.19       6.300       358      71.16       705
36............................         45          34,683,568.06       5.32       6.121       358      61.93       743
60............................         67          65,027,417.99       9.98       5.946       358      56.82       748
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


                       LIEN OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
LIEN                            MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
----                            --------------  ----------------  -------------  --------  ---------  --------  --------

First Lien....................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


                INTEREST ONLY TERMS OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
INTEREST ONLY TERM (MONTHS)     MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  ----------------  -------------  --------  ---------  --------  --------

None..........................         51        $ 27,841,204.64       4.27%      6.322%      363      69.33%      760
36............................          1             429,000.00       0.07       6.125       347      78.14       794
105...........................          1           1,154,000.00       0.18       5.750       340      80.00       731
120...........................        780         622,264,872.60      95.48       6.278       358      66.82       747
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


           REMAINING INTEREST ONLY TERMS OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
REMAINING INTEREST                 NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ONLY TERM (MONTHS)              MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
------------------              --------------  ----------------  -------------  --------  ---------  --------  --------

None..........................         51        $ 27,841,204.64       4.27%      6.322%      363      69.33%      760
1 - 60........................          1             429,000.00       0.07       6.125       347      78.14       794
61 - 120......................        781         623,418,872.60      95.66       6.277       358      66.85       747
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===



                                      S-91



        CONVERSION AND MODIFIABLE FEATURES OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
CONVERSION AND                     NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
MODIFIABLE FEATURES             MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------------             --------------  ----------------  -------------  --------  ---------  --------  --------

Convertible and Modifiable....          3        $  1,261,404.20       0.19%      6.250%      316      71.31%      786
Neither Convertible nor
   Modifiable.................        643         521,170,404.56      79.97       6.268       358      66.56       748
Only Modifiable...............        187         129,257,268.48      19.83       6.321       357      68.54       745
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


                ORIGINATION CHANNEL OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
ORIGINATION CHANNEL             MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
-------------------             --------------  ----------------  -------------  --------  ---------  --------  --------

Correspondent.................        779        $631,095,509.63      96.84%      6.279%      358      67.02%      747
Retail........................         54          20,593,567.61       3.16       6.257       355      65.14       759
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


          ADDITIONAL COLLATERAL SERVICERS OF THE GROUP 3 MORTGAGE LOANS



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
ADDITIONAL COLLATERAL              NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
SERVICER                        MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  ----------------  -------------  --------  ---------  --------  --------

No Additional Collateral......        828        $646,975,079.21      99.28%      6.280%      358       66.72%     748
Thornburg Mortgage Home
   Loans, Inc.................          5           4,713,998.03       0.72       6.078       358      100.00      711
                                      ---        ---------------     ------       -----       ---      ------      ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358       66.96%     748
                                      ===        ===============     ======       =====       ===      ======      ===



                                      S-92



      30-DAY DELINQUENCIES OF THE GROUP 3 MORTGAGE LOANS SINCE ORIGINATION



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TIMES 30-59 DAYS DELINQUENT     MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  ----------------  -------------  --------  ---------  --------  --------

0.............................        831        $650,205,377.24      99.77%      6.278%      358      66.95%      748
1.............................          2           1,483,700.00       0.23       6.500       358      72.47       739
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


      60-DAY DELINQUENCIES OF THE GROUP 3 MORTGAGE LOANS SINCE ORIGINATION



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
                                   NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
TIMES 60-89 DAYS DELINQUENT     MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------------     --------------  ----------------  -------------  --------  ---------  --------  --------

0.............................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===


  90-DAY OR MORE DELINQUENCIES OF THE GROUP 3 MORTGAGE LOANS SINCE ORIGINATION



                                                                       % OF
                                                                    AGGREGATE
                                                                      STATED                WEIGHTED  WEIGHTED
                                                STATED PRINCIPAL    PRINCIPAL    WEIGHTED   AVERAGE    AVERAGE  WEIGHTED
                                                     BALANCE      BALANCE AS OF   AVERAGE    STATED   ORIGINAL   AVERAGE
TIMES 90 OR MORE DAYS              NUMBER OF       AS OF THE           THE         GROSS   REMAINING  LOAN-TO-   CREDIT
DELINQUENT                      MORTGAGE LOANS    CUT-OFF DATE     CUT-OFF DATE   COUPON      TERM      VALUE     SCORE
---------------------           --------------  ----------------  -------------  --------  ---------  --------  --------

0.............................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ---        ---------------     ------       -----       ---      -----       ---
TOTAL.........................        833        $651,689,077.24     100.00%      6.278%      358      66.96%      748
                                      ===        ===============     ======       =====       ===      =====       ===



                                      S-93



                             ADDITIONAL INFORMATION

     The description in this prospectus supplement of the mortgage loans is
based upon the mortgage pool as constituted at the close of business on the
cut-off date, adjusted to reflect scheduled payments of principal due on those
mortgage loans on or prior to the cut-off date. Prior to the issuance of the
offered certificates, mortgage loans may be removed from the mortgage pool as a
result of incomplete documentation or otherwise, if the depositor deems that
removal necessary or appropriate. The depositor will file a current report on
Form 8-K, together with the pooling and servicing agreement and other material
transaction documents, with the Securities and Exchange Commission within
fifteen days after the initial issuance of the offered certificates. In the
event that mortgage loans are removed from or added to the loan groups, such
addition or removal, to the extent material, will be noted in the current report
on Form 8-K.

     The issuing entity's annual reports on Form 10-K (including reports of
assessment of compliance with the AB Servicing Criteria, attestation reports,
and statements of compliance, discussed in "Servicing and Administration of the
Trust--Evidence as to Compliance" in this prospectus supplement), periodic
distribution reports on Form 10-D, current reports on Form 8-K and amendments to
those reports, together with such other reports to certificateholders or
information about the offered certificates as shall have been filed with the
Securities and Exchange Commission (and in each case as prepared and filed by
the securities administrator) will be posted on the securities administrator's
internet web site as soon as reasonably practicable after they have been
electronically filed with, or furnished to, the Securities and Exchange
Commission. The address of the website is: http://www.ctslink.com . In addition,
historical performance data with respect to the sponsor's previous
securitization transactions may be found on the securities administrator's
website at http://www.ctslink.com/staticpools?issuer=THORNBURG. Information
provided through this internet address is not provided by the depositor and will
not be deemed to be a part of this prospectus supplement, the prospectus or the
registration statement for the certificates offered hereby.

                             STATIC POOL INFORMATION

     Certain, static pool information may be found at www.rbsgcregab.com in a
PDF file entitled "Thornburg 2006-3." Access to this Internet address is
unrestricted and free of charge. Information provided through this internet
address with respect to mortgage loans securitized prior to January 1, 2006
shall not be deemed to be part of this prospectus supplement, the prospectus or
the related registration statement.

     Various factors may affect the prepayment, delinquency and loss performance
of the mortgage loans over time. The various mortgage loan pools for which
performance information is shown at the above internet address had initial
characteristics that differed from one another and from the mortgage loans in
the trust, and may have differed in ways that were material to the performance
of those mortgage loan pools. These differing characteristics may include, among
others, product type, credit quality, geographic concentration, originator
concentration, servicer concentration, average principal balance, weighted
average interest rate, weighted average loan-to-value ratio, weighted average
term to maturity, and the presence or absence of prepayment penalties. We do not
make any representation, and you should not assume, that the performance
information shown at the above internet address is in any way indicative of the
performance of the mortgage loans in the trust.

                                 ISSUING ENTITY

     Thornburg Mortgage Securities Trust 2006-3 (the "issuing entity") is a
statutory trust formed under the laws of the State of Delaware pursuant to (i) a
trust agreement dated June 15, 2006, among the depositor, the trustee and the
Delaware trustee and (ii) a certificate of trust filed with the Secretary of
State of the State of Delaware on June 15, 2006. The purposes, powers,
separateness and other Delaware trust requirements are provided in the pooling
and servicing agreement dated as of June 1, 2006, among the depositor, the
sponsor, the master servicer, the securities administrator, the Delaware trustee
and the trustee, (the "pooling and servicing agreement"). The pooling and
servicing agreement constitutes the "governing instrument" under the laws of the
State of Delaware. After its formation, the issuing entity will not engage in
any activity other than (i) to issue the certificates and to sell the
certificates to or at the direction of the depositor, (ii) with the proceeds of
the sale of the certificates, to purchase the mortgage loans and all related
assets, (iii) to enter into the pooling and servicing agreement and to perform
its obligations thereunder, (iv) to engage in those activities, including
entering into agreements, that are necessary, suitable or convenient to
accomplish the foregoing or are incidental thereto or connected therewith and
(v) subject to


                                      S-94



compliance with the pooling and servicing agreement, to engage in such other
activities as may be required in connection with the conservation of the assets
of the trust and making distributions to the certificateholders. The foregoing
restrictions are contained in the pooling and servicing agreement. These
restrictions cannot be amended without the consent of holders of certificates
evidencing at least 51% of the voting rights. For a description of other
provisions relating to amending the pooling and servicing agreement, please see
"Operative Agreements -- Amendment" in the prospectus. In addition, the pooling
and servicing agreement will include several separateness covenants, including
covenants to not commingle assets with any other entity, to maintain its
financial and accounting books and records separate from those of another
entity, to pay its indebtedness, operating expenses and liabilities from its own
funds and to not pay the indebtedness, operating expenses and liabilities of any
other entity.

     The trustee, the Delaware trustee and the securities administrator, on
behalf of the issuing entity, are only permitted to take such actions as are
specifically provided in the pooling and servicing agreement. Under the pooling
and servicing agreement, the issuing entity will not have the power to issue
additional certificates representing interests in the issuing entity, borrow
money on behalf of the trust or make loans from the assets of the trust to any
person or entity, without the amendment of the pooling and servicing agreement
by holders of certificates and the other parties thereto as described under "The
Pooling and Servicing Agreement--Amendment" in this prospectus supplement.

     The assets of the issuing entity will consist of the mortgage loans and
certain related assets described under "The Pooling and Servicing
Agreement--General."

     The issuing entity's fiscal year end is December 31.

                                  THE DEPOSITOR

     The depositor is Greenwich Capital Acceptance, Inc. The depositor maintains
its principal office at 600 Steamboat Road, Greenwich, Connecticut 06830 and its
telephone number is (203) 625-2700.

     The depositor has filed with the Commission a registration statement under
the Securities Act of 1933, as amended, with respect to the offered certificates
(Registration No. 333-130961).

     After the issuance of the certificates, the depositor will be required to
perform certain actions on a continual basis, including but not limited to:

     o    giving prompt written notice to the other parties to the pooling
          agreement upon the discovery by the depositor of a breach of any of
          the representations and warranties made by the seller in the mortgage
          loan purchase agreement in respect of any mortgage loan that
          materially adversely affects such mortgage loan or the interests of
          the related certificateholders in such mortgage loan;

     o    appointing a successor trustee in the event the trustee resigns, is
          removed or becomes ineligible to continue serving in such capacity
          under the pooling agreement; and

     o    preparing and filing any reports required under the Exchange Act.

Generally, however, it is expected that the above functions will be performed by
the depositor's agents, the trustee or the securities administrator in
accordance with the pooling agreement or mortgage loan purchase agreement, as
applicable.

     For a description of Greenwich Capital Acceptance, Inc., see "The
Depositors" in the prospectus.

                             THE SPONSOR AND SELLER

     The sponsor and seller is Thornburg Mortgage Home Loans, Inc., a Delaware
corporation. It was formed in 1999 and is a wholly-owned subsidiary of Thornburg
Mortgage, Inc., a real estate investment trust incorporated in the State of
Maryland ([NYSE]:TMA). Its executive offices are located at 150 Washington
Avenue, Suite 302, Santa Fe, NM 87501, telephone number (505) 989-1900.


                                      S-95


     The seller purchases and originates first-lien residential mortgage loans
primarily for securitization. Prior to the formation of the seller and beginning
in 1997, Thornburg Mortgage, Inc. purchased mortgage loans in the bulk secondary
market, with servicing generally retained by the seller of the loans. The seller
began acquiring loans through its correspondent lending program and in secondary
market purchases after being formed in 1999. It began originating loans through
its web-based direct lending or retail channel in 2000. Except to the limited
extent described below, the seller generally does not service loans but
contracts with Cenlar FSB to service loans on its behalf.

     Although the seller securitized loans prior to 2001, the seller has been
active as a sponsor in the securitization market since 2001. As of March 31,
2006, the seller has sponsored securitizations in excess of $23 billion of
residential mortgage loans. It acquires residential mortgage loans through three
separate channels: (1) from unaffiliated correspondent originators that
originate loans according to its underwriting guidelines or principally in the
case of First Republic Bank and Countrywide, that correspondent's underwriting
guidelines, (2) through bulk purchases in the secondary market and (3) through
its retail operations. It initiates the securitization of the loans it acquires
by transferring the mortgage loans to an unaffiliated special purpose entity,
such as the depositor in this securitization, which then transfers the loans to
the issuing entity for the related securitization. The seller's securitization
program generally concentrates on prime, jumbo adjustable rate and hybrid
residential mortgage loans, with features geared towards more sophisticated,
affluent borrowers, such as large loan balances, interest-only periods and
modification options.

     The following table shows the break-down of loan acquisition by channel
over the past three years.

                                Loan Acquisitions
                          (Dollar amounts in thousands)



                              Quarter ended March 31, 2006    Year ended December 31, 2005
                             -----------------------------   -----------------------------
                               Balance    Percent of Total     Balance    Percent of Total
                             ----------   ----------------   ----------   ----------------

Correspondent
  originations               $1,376,553         49.11%       $4,688,550         68.52%
Bulk acquisitions            $1,361,506         48.57%       $1,879,529         27.47%
Direct retail originations   $   65,190          2.32%       $  274,814          4.02%
                             ----------        ------        ----------        ------
Total:                       $2,803,249        100.00%       $6,842,893        100.00%


                              Year ended December 31, 2004    Year ended December 31, 2003
                             -----------------------------   -----------------------------
                               Balance    Percent of Total     Balance    Percent of Total
                             ----------   ----------------   ----------   ----------------

Correspondent
  originations               $3,875,049         87.97%       $3,440,151         64.65%
Bulk acquisitions            $   88,959          2.02%       $1,316,324         24.74%
Direct retail originations   $  441,006         10.01%       $  564,461         10.61%
                             ----------        ------        ----------        ------
Total:                       $4,405,014        100.00%       $5,320,936        100.00%


     Of the mortgage loans in this securitization, 95.82% were acquired from
correspondents and 4.18% were originated by the seller through its retail
operations. None of the mortgage loans in this securitization were acquired
through the bulk purchase program.

CORRESPONDENTS

     As of March 31, 2006, the seller had approximately 235 approved
correspondents, which include banks, savings and loan associations and licensed
mortgage bankers. In order to be approved by the seller, each correspondent must
undergo an evaluation and training process and, unless the seller agrees
otherwise, agree to be bound by the seller's Correspondent Sellers Guide. Prior
to acquiring any mortgage loan from a correspondent, the seller conducts a
review of the mortgage file to determine whether the mortgage loan meets the
seller's underwriting standards or, in the case of First Republic Bank and
Countrywide, that correspondent's underwriting guidelines, or whether an
exception is warranted on a case by case basis. For a limited number of loans,
the review process is conducted under the seller's supervision by one of its
retail fulfillment vendors.

THE SELLER'S BULK PURCHASE PROGRAM

     None of the mortgage loans in this securitization were originated through
the Seller's bulk purchase program.

RETAIL CHANNEL/DIRECT LENDING

     Approximately 4.18% of the mortgage loans in this securitization were
originated through the seller's retail channel. All transactions are initiated
on the seller's website or through an "800" number. Borrowers are referred by
financial planners, existing customers of the seller, or as a result of posting
of the seller's rates on independent websites. Such mortgage loans are
underwritten directly by the seller through its two retail fulfillment vendors
according to the seller's underwriting standards (subject to any exceptions
approved by the seller's underwriters on a case by case basis).


                                      S-96



                         AFFILIATIONS AND RELATIONSHIPS

     The Yield Maintenance Counterparty, the depositor and Greenwich Capital
Markets, Inc. are affiliates of each other and have the following ownership
structure:

     o    The depositor, Greenwich Capital Acceptance, Inc., is a wholly owned,
          direct subsidiary of Greenwich Capital Holdings, Inc.

     o    One of the underwriters, Greenwich Capital Markets, Inc., is a wholly
          owned, direct subsidiary of Greenwich Capital Holdings, Inc.

     o    Each of Greenwich Capital Holdings, Inc. and The Royal Bank of
          Scotland plc (which is the Yield Maintenance Counterparty), are wholly
          owned subsidiaries of The Royal Bank of Scotland Group plc.

     The sponsor and seller, Thornburg Mortgage Home Loans, Inc., is a
subsidiary of Thornburg Mortgage, Inc., the holder of the optional securities
purchase right described under "The Pooling and Servicing Agreement--Optional
Securities Purchase Right" and the entity required to purchase mortgage loans
that are converted to fixed rate or modified in accordance with their terms.

     The auction swap counterparty is an affiliate of Credit Suisse Securities
(USA) LLC, one of the underwriters.

     LaSalle Bank National Association and the seller are parties to a custodial
agreement whereby LaSalle, for consideration, provides custodial services to the
seller for certain residential mortgage loans originated by it. Pursuant to this
custodial agreement, LaSalle Bank National Association is currently providing
custodial services for most of the mortgage loans to be sold by the seller to
the depositor in connection with this securitization. The terms of the custodial
agreement are customary for the residential mortgage-backed securitization
industry providing for the delivery, receipts, review and safekeeping of
mortgage loan files.

     Wells Fargo Bank, N.A. serves or has served within the past two years as
warehouse master servicer for various mortgage loans owned by the sponsor or an
affiliate of the sponsor and anticipates that one or more of those mortgage
loans may be included in the trust. The terms of the warehouse master servicing
agreement under which those services are provided by Wells Fargo Bank, N.A. are
customary for the mortgage-backed securitization industry.

     In addition, various of the transaction parties may engage in business
relationships in the ordinary course of business on an arm's length basis.

                            MORTGAGE LOAN ORIGINATION

     The underwriting criteria under which the mortgage loans were originated by
its correspondents (other than First Republic Bank and, in the case of one
mortgage loan, Countrywide) or by the seller are described under "--The Seller's
Underwriting Standards" below. As described under "The Pooling and Servicing
Agreement--Assignment of the Mortgage Loans" in this prospectus supplement,
Thornburg Mortgage Home Loans, Inc., as seller, will make the representations
and warranties regarding the mortgage loans described in that section to the
depositor which representations and warranties will be assigned to the trust. In
the event of a breach of a representation or warranty that materially and
adversely affects the certificateholders, the seller will be obligated either to
cure the breach or repurchase or replace each affected mortgage loan.

THE SELLER'S UNDERWRITING STANDARDS

General.

     Underwriting standards are applied by or on behalf of the seller to
evaluate a borrower's credit standing and repayment ability, and the value and
adequacy of the related mortgaged property as collateral. In general, a
prospective borrower applying for a loan is required to fill out a detailed
application designed to provide the underwriting officer with pertinent credit
information. As part of the description of the borrower's financial condition,
the borrower generally is required to provide a current list of assets and
liabilities and a statement of


                                      S-97



income and expense, as well as an authorization to apply for a credit report
which summarizes the borrower's credit history with merchants and lenders and
any record of bankruptcy.

     When a mortgage loan is originated, the borrower's credit report is
generally reviewed. Generally, each credit report provides a credit score for
the borrower. The credit score, called a "FICO" score, is based upon the credit
evaluation methodology developed by Fair, Isaac and Company, a consulting firm
specializing in creating evaluation predictive models through a high number of
variable components. FICO scores generally range from 350 to 850 and are
available from three major credit bureaus: Experian (formerly TRW), Equifax and
Trans Union. These scores estimate, on a relative basis, which loans are most
likely to default in the future. Lower scores imply higher default risk relative
to a higher score. FICO scores are empirically derived from historical credit
bureau data and represent a numerical weighting of a borrower's credit
characteristics over a two-year period. A FICO score is generated through the
statistical analysis of a number of credit-related characteristics or variables.
Common characteristics include number of credit lines (trade lines), payment
history, past delinquencies, severity of delinquencies, current levels of
indebtedness, types of credit and length of credit history. Attributes are
specific values of each characteristic. A scorecard or model is created with
weights or points assigned to each attribute. An individual loan applicant's
credit score is derived by adding together the attribute weights for the
applicant. The FICO scores for substantially all of the mortgage loans were
available and the weighted average FICO score for those mortgage loans is
provided in the mortgage loan tables under "The Mortgage Loan Groups--Mortgage
Loan Statistics" in this prospectus supplement.

The Seller's Underwriting Process.

     General. The seller's underwriting guidelines are intended to evaluate the
value of the mortgaged property as collateral and to consider the borrower's
credit standing and repayment ability. Generally, the borrowers have FICO scores
of 650 or above. With respect to adjustable rate, interest only loans with
loan-to-value ratios above 80%, the borrowers are qualified at a note rate 2% in
excess of the otherwise applicable rate. With respect to all other interest only
loans, the borrowers are qualified based on the seller's regular underwriting
guidelines and the interest only payment called for by the note. On a
case-by-case basis, the seller may determine that, based upon compensating
factors, a prospective borrower not strictly qualifying under the applicable
underwriting guidelines warrants an underwriting exception. Compensating factors
may include, but are not limited to, low loan-to-value ratios, low
debt-to-income ratios, good credit history, stable employment, financial
reserves, and time in residence at the applicant's current address. A portion of
the mortgage loans represent underwriting exceptions.

     Correspondent and Retail. Approximately 92.01%, 96.55% and 96.84% of the
group 1, group 2 and group 3 mortgage loans, respectively, were generally
originated or acquired in accordance with the seller's underwriting guidelines
with respect to its correspondent channel, except in the case of two
correspondents, First Republic Bank and Countrywide, each of which originates in
accordance with its own underwriting criteria and guidelines which have been
approved by the seller, and approximately 7.99%, 3.45% and 3.16% of the group 1,
group 2 and group 3 mortgage loans, respectively, were originated in accordance
with the seller's guidelines for its retail channel. The seller's underwriting
guidelines for its correspondent and retail channels are applied in accordance
with a procedure that generally requires (1) one full appraisal report of the
mortgaged property valued up to $650,000, one full appraisal report and one
field review for mortgaged property valued between $650,000 and $1,000,000, and
two full appraisal reports for mortgaged property valued at $1,000,000 or more,
that satisfy the requirements of Fannie Mae and Freddie Mac and (2) a review by
the seller of all appraisal reports. The seller's underwriting guidelines
generally permit single-family mortgage loans with loan-to-value ratios at
origination of up to 95% (or, with respect to additional collateral mortgage
loans, up to 100%) for the highest credit grading category, depending on the
creditworthiness of the borrower, the type and use of the property, the loan
size, the purpose of the loan application and the documentation type. Generally,
all loans with loan-to-value ratios greater than 80% must either have mortgage
insurance or additional collateral securing the loan. See "The Mortgage Loan
Groups--Mortgage Loan Statistics--Additional Collateral Mortgage Loans" above.

     Each prospective borrower completes an application that includes
information with respect to the applicant's liabilities, assets, income and
employment history, as well as certain other personal information. A credit
report is required on each applicant from at least one credit reporting company.
The report typically contains information relating to matters such as credit
history with local and national merchants and lenders, installment debt payments
and any record of defaults, bankruptcy, repossession, suits or judgments.


                                      S-98



     The mortgage loans were originated or acquired consistent with and
generally conform to "full documentation," "streamline documentation," "stated
income documentation," or "no ratio documentation" residential loan programs.

     For "full/alternate documentation" program loans, current employment is
verified, a two-year history of previous employment (or for self-employed
borrowers, two years of income tax returns), verification through deposit
verifications of sufficient liquid assets for down payments, closing costs and
reserves, and depository account statements or settlement statements documenting
the funds received from the sale of the previous home are required.

     For "stated income documentation" program loans, current employment is
verified, a two-year history of previous employment is verified, qualifying
income is based on the stated amount provided by the prospective borrower, and
deposit verifications are made to ensure sufficient liquid assets.

     For "no ratio documentation" program loans, current employment is verified
and a minimum of two years' history of previous employment and verification of
sufficient liquid assets are required.

     Verification of the source of funds (if any) required to be deposited by
the applicant as a down payment in the case of a purchase money loan is
generally required under all program guidelines.

                               THE MASTER SERVICER

     Wells Fargo Bank will act as master servicer under the pooling and
servicing agreement. Wells Fargo Bank is a national banking association and a
wholly-owned subsidiary of Wells Fargo & Company. A diversified financial
services company with approximately $482 billion in assets, 23 million customers
and 153,000 employees as of December 31, 2005. Wells Fargo & Company is a U.S.
bank holding company, providing banking, insurance, trust, mortgage and consumer
finance services throughout the United States and internationally. Wells Fargo
Bank provides retail and commercial banking services and corporate trust,
custody, securities lending, securities transfer, cash management, investment
management and other financial and fiduciary services. The sponsor, the
depositor, the seller and the servicers may maintain banking and other
commercial relationships with Wells Fargo Bank and its affiliates. Wells Fargo
Bank maintains principal corporate trust offices located at 9062 Old Annapolis
Road, Columbia, Maryland 21045-1951 (among other locations) and its office for
certificate transfer services is located at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479.

     The master servicer is responsible for the aggregation of monthly servicer
reports and remittances and for the oversight of the performance of the
servicers under the terms of their respective servicing agreements. In
particular, the master servicer independently calculates monthly loan balances
based on servicer data, compares its results to servicer loan-level reports and
reconciles any discrepancies with the servicers. The master servicer also
reviews the servicing of defaulted loans for compliance with the terms of the
pooling and servicing agreement. In addition, upon the occurrence of certain
servicer events of default under the terms of any servicing agreement, the
master servicer may be required to enforce certain remedies on behalf of the
trust against such defaulting servicer. Wells Fargo has been engaged in the
business of master servicing since June 30, 1995. As of March 31, 2006, Wells
Fargo Bank was acting as master servicer for approximately 1,155 series of
residential mortgage-backed securities with an aggregate outstanding principal
balance of approximately $593,256,087,420.

     Wells Fargo serves or may have served within the past two years as
warehouse master servicer for various mortgage loans owned by the sponsor or an
affiliate of the sponsor and anticipates that one or more of those mortgage
loans may be included in the Trust. The terms of the warehouse master servicing
agreement under which those serves are provided by Wells Fargo are customary for
the mortgage-backed securitization industry.

     The servicers will directly service the mortgage loans under the
supervision of the master servicer. The master servicer, however, will not be
ultimately responsible for the servicing of the mortgage loans except to the
extent described under "Mortgage Loan Servicing--Servicing of the Mortgage
Loans" below.

                                  THE SERVICERS

     The mortgage loans included in the trust will initially be serviced by
Thornburg Mortgage Home Loans, Inc., in its capacity as a servicer, First
Republic Bank and certain other entities, each in their capacity as a servicer,


                                      S-99



(collectively, the "servicers"). Thornburg Mortgage Home Loans, Inc., in its
capacity as a servicer and First Republic Bank, in its capacity as servicer,
will service approximately 82.64% and 12.24% of the mortgage loans,
respectively. No other entity is the servicer with respect to more than 10% of
the mortgage loans.

     The information set forth in the following paragraphs has been provided by
Thornburg Mortgage Home Loans, Inc. as the only servicer providing primary
servicing for 20% or more of the mortgage loans in the trust.

THORNBURG MORTGAGE HOME LOANS, INC.

     Beginning in the middle of 2000, the seller began originating mortgage
loans to which it retained the servicing rights and purchasing servicing rights
with respect to certain of the mortgage loans it acquired. Consequently, the
seller has limited experience in servicing residential mortgage loans. However,
all mortgage loans originated by the seller and those acquired with servicing
rights, including certain of the mortgage loans in the trust, have been and will
continue to be subserviced by Cenlar FSB in accordance with the seller's
servicing guidelines on behalf of the seller acting as a servicer. Although
Cenlar acts as the subservicer of the mortgage loans serviced by the seller as
described below, the seller manages any REO property as described under
"Mortgage Loan Servicing--Realization Upon Defaulted Mortgage Loans."

     The following table sets forth the number of mortgage loans and their
principal balances serviced by the seller as of the dates indicated.

                      THORNBURG MORTGAGE HOME LOAN, INC.'S
           PORTFOLIO OF ONE-TO FOUR-FAMILY, RESIDENTIAL MORTGAGE LOANS
                                 (in thousands)



                             AS OF                  AS OF                  AS OF                 AS OF
                       DECEMBER 31, 2003      DECEMBER 31, 2004      DECEMBER 31, 2005       MARCH 31, 2006
                     ---------------------  ---------------------  ---------------------  ---------------------
                     NUMBER OF   PRINCIPAL  NUMBER OF   PRINCIPAL  NUMBER OF   PRINCIPAL  NUMBER OF   PRINCIPAL
                       LOANS      BALANCE     LOANS      BALANCE     LOANS      BALANCE     LOANS      BALANCE
                     ---------  ----------  ---------  ----------  ---------  ----------  ---------  ----------

Total Portfolio....    10,223   $4,740,193    15,598   $7,243,436    18,070   $9,198,687    18,880   $9,933,278


     Cenlar FSB

     Cenlar FSB ("Cenlar") is a federally chartered capital stock savings bank
formed in 1984 from the combination of a thrift institution located in Mercer
County, New Jersey and an employee-owned mortgage banking business. In September
1996, Cenlar completed its transition to a wholesale bank by selling all of its
remaining retail branches to an institution that assumed substantially all
deposit liabilities. Its corporate headquarters are located at 425 Phillips
Boulevard, Ewing, New Jersey 08618, telephone number (609) 883-3900. Cenlar
continues to conduct wholesale banking activities from a branch located at its
corporate headquarters.

     Cenlar has been servicing and subservicing mortgage loans since 1958.

     Cenlar is primarily engaged in servicing and subservicing mortgage loans
for approximately 80 clients that include banks, thrifts, credit unions,
mortgage companies and agencies. Cenlar is an approved seller/servicer in good
standing with Ginnie Mae, Fannie Mae, Freddie Mac, the Federal Housing
Administration, the Federal Home Loan Bank and the Veterans Administration. As
of March 31, 2006, Cenlar serviced or sub-serviced approximately 270,000 loans
with an aggregate principal balance in excess of $45 billion consisting of
conventional, FHA and VA, and consumer loans, for approximately 1,200 investors
in all 50 states, the District of Columbia and the Virgin Islands.

     Cenlar is rated by Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc. ("S&P") as 'Strong' and RPS3+ by Fitch. Cenlar also
received recognition from Freddie Mac as a Premier Tier One Servicer.

     Servicing and sub-servicing includes collecting and remitting loan
payments, administering escrow funds for the payment of real estate taxes and
insurance premiums, contacting delinquent mortgagors, supervising foreclosures
in the event of non-remedied defaults, and generally administering the loans.


                                     S-100



     Cenlar has implemented a number of comprehensive controls and technologies
to preserve confidentiality of borrowers' sensitive personal financial
information.

     Cenlar's sub-servicing activities include:

     (1) setting up and maintaining new loan production on Cenlar's servicing
system to perform data processing and management, and testing the validity and
accuracy of designated data elements;

     (2) transferring loan data from a bulk transferee's servicing system to
Cenlar's servicing system and verifying the quality of the data;

     (3) data integrity review of designated data elements for all loans added
to Cenlar's servicing system;

     (4) processing payments, depositing checks received within two business
days into a clearing account and clearing check disbursements, reconciling funds
received and transactions posted in Cenlar's servicing system, processing
pay-off transactions and related satisfactions;

     (5) monitoring loans that are in default, collecting funds on loans that
are delinquent or in default, conducting loss mitigation activities, including
arranging repayment plans, arranging to lift stays or take other action in
bankruptcy proceedings involving borrowers, administering foreclosures, making
insurance or other claims against insurance companies, sureties or other
guarantors and REO processing as opposed to REO management;

     (6) processing activity related to the payment of taxes and insurance and
other items escrowed pursuant to the applicable documents;

     (7) answering borrower inquiries received via telephone, mail and email and
performing needed research in connection with such inquiries, managing the
escrow analysis function to determine appropriate escrow amounts and preparation
of required reporting to borrowers;

     (8) remitting funds to the master servicer or when applicable, to other
appropriate parties and reviewing the accuracy and completeness of investor
reports, and coordinating conversion of new investor records set up;

     (9) confirming that all loans, where required, are covered under tax
service contracts and flood determination contracts;

     (10) transferring data when loans or servicing is transferred and
coordinating the various notices, transfer of records and reconciliations, and
managing interim loan servicing function; and

     (11) processing loan modifications.

     When a loan is past due, a collector reviews the loan and initiates the
collection process. The collector is required to document the steps taken to
bring a loan current and any recent developments that may occur.

     If the payment is not received by the 15th day after the payment due date,
a late charge is assessed and a delinquency notice is mailed to the borrower
requesting payment. In addition, Cenlar uses either Fannie Mae's Risk Profiler
or Freddie Mac's Early Indicator to determine when, after the payment due date,
delinquent borrowers will be called. Collectors contact the borrowers to
determine the reason for nonpayment and to discuss a suitable arrangement for
bringing the loan current.

     Delinquent loans are systematically sorted into various queues depending on
the age of delinquency, loan type and/or client. There is a daily upload of
delinquent accounts from Cenlar's servicing system to Cenlar's predictive
dialer. Follow-up letters are automatically based on defined parameters.

     Delinquent reports are generated after the end of each month for management
review. Delinquent reports are supplied to the Master Servicer and other
appropriate parties.


                                     S-101



     Cenlar's loss mitigation department is responsible for working with
defaulted borrowers to find alternative ways to avoid foreclosure. With the
approval of the servicer of the mortgage loans sub-serviced by Cenlar, this
department reviews the borrower's financial status to see if a payment plan,
modification of the mortgage, deed-in-lieu, or pre-sale would be an appropriate
solution.

     When a loan is determined to be a candidate for possible foreclosure, it is
referred to Cenlar's foreclosure review committee. A determination is made to
refer the case to the foreclosure department or back to the collection
department for further action. If the loan is approved for foreclosure, the loan
is systematically coded for special processing related to foreclosure and
original documents are ordered from the custodian for the preparation of an
attorney referral package. An attorney and a foreclosure technician is assigned
to the case based on the state where the property is located.

     Cenlar monitors the ongoing status of each bankruptcy case, including
application of checks received and to ensure that all applicable motions are
filed with the court as warranted.

                             MORTGAGE LOAN SERVICING

SERVICING OF THE MORTGAGE LOANS

     The servicers will have primary responsibility for servicing the mortgage
loans including, but not limited to, all collection, advancing and loan-level
reporting obligations, maintenance of escrow accounts, maintenance of insurance
and enforcement of foreclosure and other proceedings with respect to the
mortgage loans and the related mortgaged properties in accordance with the
provisions of the related servicing agreement either between the seller and the
servicer or among the seller, the servicer and the master servicer (each, a
"servicing agreement"). See "Servicing and Administration of the
Trust--Servicing and Administrative Responsibilities" in this prospectus
supplement.

     The trustee, on behalf of the trust, and the master servicer are either
parties or third-party beneficiaries under the servicing agreements and can
enforce the rights of the seller thereunder. Such responsibilities will be
performed under the supervision of the master servicer in each case in
accordance with the provisions of the related servicing agreement. Under each
servicing agreement, the master servicer has the right to terminate the servicer
for certain events of default which indicate the servicer is not performing, or
is unable to perform, its duties and obligations under the related servicing
agreement.

     The servicers will use their reasonable efforts to ensure that all payments
required under the terms and provisions of the mortgage loans are collected, and
will follow collection procedures comparable to the collection procedures of
prudent mortgage lenders servicing mortgage loans for their own account, to the
extent such procedures are consistent with the servicing agreements.

     Notwithstanding anything to the contrary in the prospectus, the master
servicer will not be ultimately responsible for the performance of the servicing
activities by a servicer, except as described under "--Advances" below. If a
servicer fails to fulfill its obligations under the applicable servicing
agreement, the master servicer has the right to terminate such servicer and
appoint a successor servicer as provided in the pooling and servicing agreement.

     Generally, the transfer of the servicing of the mortgage loans to one or
more successor servicers at any time will be subject to the conditions set forth
in the pooling and servicing agreement and the related servicing agreement,
which include, among other things, the requirements that: (1) any such successor
servicer be qualified to service mortgage loans for Freddie Mac or Fannie Mae
and, in many cases, (2) each rating agency confirm in writing that the transfer
of servicing will not result in a qualification, withdrawal or downgrade of the
then-current ratings of any of the certificates.

SERVICING ACCOUNTS

     The servicing agreement entered into by Thornburg Mortgage Home Loans,
Inc., in its capacity as servicer provides that it will establish a servicing
account in the name of the trust and other trusts as to which Thornburg Mortgage
Home Loans, Inc. will act as a servicer, their successors and assigns. The
servicing agreements entered into by certain servicers provide that the servicer
will establish a servicing account in the name of the Trust. In addition, the
servicing agreements entered into by First Republic Bank and certain of the
other servicers provide that


                                     S-102



the related servicer may remit payments from borrowers to a general servicing
account established in the name of the master servicer and various owners of
mortgage loans, not all of which mortgage loans are included in the trust. On
the 18th day of each month, or the next business day (or in some cases the
preceding business day) if such 18th day is not a business day (the "servicer
remittance date"), each servicer is required to remit the amounts on deposit in
its servicing account to the securities administrator for deposit into the
distribution account, which is maintained by the master servicer. The servicers
and the master servicer are entitled to reimburse themselves from the related
servicing account or the distribution account, as applicable, for any advances
made and expenses incurred, as described below under "--Servicing Compensation
and Payment of Expenses" and "--Advances."

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

     As compensation for master servicing, the master servicer is entitled to
the compensation set forth under "Fees and Expenses of the Trust."

     Each servicer will be paid the monthly servicing fee with respect to each
mortgage loan serviced by it calculated at the servicing fee rate and any
successor to a servicer will in all cases receive a fee in an amount equal to,
but not greater than, the applicable servicing fee. The servicing fees and the
servicing fee rates are set forth under "Fees and Expenses of the Trust."

     As additional servicing compensation, each servicer is entitled to retain
(i) all servicing related fees, including assumption fees, modification fees,
ancillary servicing fees, extension fees, non-sufficient fund fees and late
payment charges (generally other than prepayment penalty amounts, if the related
mortgage loans are subject to prepayment penalties, which to the extent not
retained by a primary servicer will be paid to Thornburg Mortgage Home Loans,
Inc. as additional servicing compensation) to the extent collected from the
borrower and (ii) any interest or other income earned on funds held in the
servicing accounts and escrow accounts and other similar items described under
each related servicing agreement.

     The master servicing fees and the servicing fees are subject to reduction
as described below under "--Prepayment Interest Shortfalls." The master servicer
and the servicers will be entitled to reimbursement for certain expenses prior
to distribution of any amounts to certificateholders.

WAIVER OR MODIFICATION OF MORTGAGE LOAN TERMS

     The servicers may waive, modify or vary any term of any mortgage loan or
consent to the postponement of strict compliance with any term of any mortgage
loan so long as that waiver, modification or postponement is not materially
adverse to the trust; provided, however, that unless such servicer has received
the prior written consent of the master servicer, such servicer may not permit
any modification for any mortgage loan that would change the mortgage rate,
defer or forgive the payment of principal or interest, reduce or increase the
outstanding principal balance (except for actual payments of principal) or
change the final maturity date on that mortgage loan. In the event of any such
modification that permits the deferral of interest or principal payments on any
mortgage loan, the related servicer must make an advance. However, no servicer
may make or permit any modification, waiver or amendment of any term of any
mortgage loan that would cause any REMIC created under the pooling and servicing
agreement to fail to qualify as a REMIC or result in the imposition of any tax.

PREPAYMENT INTEREST SHORTFALLS

     When a borrower prepays a mortgage loan in full or in part between due
dates for monthly payments, the borrower pays interest on the amount prepaid
only from the last due date to the date of prepayment, with a resulting
reduction in interest payable for the month during which the prepayment is made
causing a "prepayment interest shortfall." Any prepayment interest shortfall
resulting from a prepayment in full, and, in certain cases, in part, is
generally required to be paid by the applicable servicer and is generally
limited to the extent that such amount does not exceed the total of their
respective servicing fees on the related mortgage loans for the applicable
distribution date.

     Any prepayment interest shortfall required to be funded but not funded by
the servicers or a successor servicer is required to be funded by the master
servicer, to the extent that such amount does not exceed the total of its master
servicing fee for the applicable distribution date, through a reduction in the
amount of the master servicer compensation.


                                     S-103



ADVANCES

     Each servicer will generally be obligated to make advances with respect to
delinquent payments of principal of and interest on the mortgage loans (such
delinquent interest reduced by the related servicing fee), to the extent that
such advances, in its reasonable judgment, are recoverable from future payments
and collections, insurance payments or proceeds of liquidation of a mortgage
loan. The master servicer will be obligated to make any such advances if any
servicer is required to and fails to do so, and the trustee (in its capacity as
successor master servicer) will be obligated to make any required advance if the
master servicer fails in its obligation to do so, to the extent provided in the
pooling and servicing agreement. The master servicer, each servicer or the
trustee, as applicable, will be entitled to recover any advances made by it with
respect to a mortgage loan out of late payments thereon or out of related
liquidation proceeds and insurance proceeds or, if those amounts are
insufficient, from collections on other mortgage loans. Such reimbursements may
result in realized losses.

     The purpose of making these advances is to maintain a regular cash flow to
the certificateholders, rather than to guarantee or insure against losses. No
party will be required to make any advances with respect to reductions in the
amount of the scheduled monthly payments on mortgage loans due to reductions
made by a bankruptcy court in the amount of a scheduled monthly payment owed by
a borrower or a reduction of the applicable loan rate by application of the
Relief Act.

HAZARD INSURANCE

     To the extent not maintained by the related borrower, the servicers will
maintain and keep a hazard insurance policy in full force and effect for each
mortgaged property relating to a mortgage loan (other than a loan secured by a
cooperative or condominium property). Any such hazard insurance policy must
cover the least of: (i) the outstanding principal balance of the mortgage loan
or (ii) either the maximum insurable value of the improvements securing such
mortgage loan or, in some cases, the amount necessary to fully compensate for
any damage or loss to improvements on a replacement cost basis or equal to such
other amount as calculated pursuant to a similar formulation as provided in the
related servicing agreement, and containing a standard mortgagee clause.

     Since the amount of hazard insurance to be maintained 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, in the event of partial loss, hazard insurance proceeds may be
insufficient to restore fully the damaged property.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements on the property by fire,
lightning, explosion, smoke, windstorm and hail, riot, strike and civil
commotion, subject to the conditions and exclusions particularized in each
policy. Although the policies relating to the mortgage loans will be
underwritten by different insurers and therefore will not contain identical
terms and conditions, the basic terms thereof are dictated by state law. Such
policies typically do not cover any physical damage resulting from the
following: war, revolution, governmental actions, floods and other water-related
causes, earth movement (including earthquakes, landslides and mud flows),
nuclear reactions, wet or dry rot, vermin, rodents, insects or domestic animals,
theft and, in certain cases, vandalism and malicious mischief. The foregoing
list is merely indicative of certain kinds of uninsured risks and is not
intended to be all-inclusive.

     Where the mortgaged property securing a mortgage loan is located at the
time of origination in a federally designated flood area, the servicers will
cause flood insurance to be maintained with respect to that mortgaged property
to the extent available and in accordance with industry practices, or in some
cases federally mandated requirements. Any such flood insurance must cover the
lesser of (i) the outstanding principal balance of the related mortgage loan and
(ii) the minimum amount required under the terms of coverage to compensate for
any damage or loss on a replacement cost basis or, in some cases, the full
insurable value, or equal to such other amount as calculated pursuant to a
similar formulation as provided in the related servicing agreement, but not more
than the maximum amount of such insurance available for the related mortgaged
property under either the regular or emergency programs of the National Flood
Insurance Program (assuming that the area in which such mortgaged property is
located is participating in that program).

     The servicers, on behalf of the trust and certificateholders, will present
claims to the insurer under any applicable hazard or flood insurance policy. As
set forth above, all collections under such policies that are not applied to the
restoration or repair of the related mortgaged property or released to the
borrower in accordance with


                                      S-104



normal servicing procedures are to be deposited in a designated account. In most
cases, the related servicers are required to deposit in a specified account the
amount of any deductible under a blanket hazard insurance policy.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     The servicers will take such action as they deem to be in the best interest
of the trust with respect to defaulted mortgage loans and foreclose upon or
otherwise comparably convert the ownership of properties securing defaulted
mortgage loans as to which no satisfactory collection arrangements can be made.
The servicers make reasonable efforts to collect all payments called for under
the mortgage loan documents and will, consistent with the applicable servicing
agreement and any pool insurance policy, primary mortgage insurance policy,
bankruptcy bond or alternative arrangements, follow such collection procedures
as are customary with respect to loans that are comparable to the mortgage
loans. The servicers may, in their discretion, (i) waive any assumption fee,
late payment or other charge in connection with a mortgage loan and (ii) to the
extent not inconsistent with the coverage of such mortgage loan by a pool
insurance policy, primary mortgage insurance policy, bankruptcy bond or
alternative arrangements, if applicable, waive, vary or modify any term of any
mortgage loan or consent to the postponement of strict compliance with any such
term or in any matter grant indulgence to any borrower, subject to the
limitations set forth in the applicable servicing agreement.

     Regulations and practices regarding the liquidation of properties (e.g.,
foreclosure) and the rights of a borrower in default vary greatly from state to
state. As such, all foreclosures are assigned to outside counsel, located in the
same state as the mortgaged property. Bankruptcies filed by borrowers are
similarly assigned to appropriate local counsel. Communication with foreclosure
and bankruptcy attorneys is maintained throughout the process.

     Prior to a foreclosure sale, the servicers perform a market value analysis.
This analysis includes: (i) a current valuation of the mortgaged property
obtained through a drive-by appraisal or broker's price opinion conducted by an
independent appraiser and/or a broker from a network of real estate brokers,
complete with a description of the condition of the mortgaged property, as well
as other information such as recent price lists of comparable properties, recent
closed comparables, estimated marketing time and required or suggested repairs,
and an estimate of the sales price; (ii) an evaluation of the amount owed, if
any, for real estate taxes; and (iii) estimated carrying costs, brokers' fees,
repair costs and other related costs associated with real estate owned
properties. The servicers base the amount they will bid at foreclosure sales on
this analysis.

     If the servicers acquire title to a property at a foreclosure sale or
otherwise, they obtain an estimate of the sale price of the property and then
hire one or more real estate brokers to begin marketing the property. If the
mortgaged property is not vacant when acquired, local eviction attorneys are
hired to commence eviction proceedings and/or negotiations are held with
occupants in an attempt to get them to vacate without incurring the additional
time and cost of eviction. Repairs are performed if it is determined that they
will increase the net liquidation proceeds, taking into consideration the cost
of repairs, the carrying costs during the repair period and the marketability of
the property both before and after the repairs. To the extent set forth in the
servicing agreements, the servicers will service the property acquired by the
trust through foreclosure or deed-in-lieu of foreclosure in accordance with
procedures that each servicer employs and exercises in servicing and
administering mortgage loans for its own account and which are in accordance
with accepted mortgage servicing practices of prudent lending institutions and,
in some cases, Fannie Mae guidelines.

     Since insurance proceeds cannot exceed deficiency claims and certain
expenses incurred by the servicers, no insurance payments will result in a
recovery to certificateholders which exceeds the principal balance of the
defaulted mortgage loan together with accrued interest thereon less trust
expense fees and retained interest, if any. Servicers may adopt special
forbearance programs for those borrowers adversely affected by natural
disasters. The intent of these forbearance plans is to provide the borrower the
opportunity to recover from the effects of the natural disaster and resume
payments on the mortgage loan as soon as feasible by waiving payments, providing
repayment plans, and/or modifying the loan.

     Thornburg Mortgage Home Loans, Inc., in its capacity as servicer of a
substantial portion of the mortgage loans, has the option to purchase from the
trust any mortgage loan which as of the first day of a calendar quarter is, and
which is at the time of purchase, delinquent in payment by 90 days or more or
which has become REO property. The purchase option terminates on the last day of
the related calendar quarter. If the delinquency is subsequently cured and the
mortgage loan then again becomes delinquent 90 days or more or becomes REO
property as of the first day of a calendar quarter, a purchase option with
respect to that mortgage loan will arise for that calendar quarter.


                                      S-105



COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS

     The servicers will, to the extent required by the related loan documents
and the servicing agreements, maintain one or more escrow accounts for the
collection of hazard insurance premiums and real estate taxes with respect to
the mortgage loans, and will make advances with respect to delinquencies in
required escrow payments by the related borrowers.

INSURANCE COVERAGE

     The master servicer and the servicers are required to obtain and thereafter
maintain in effect a bond, corporate guaranty or similar form of insurance
coverage (which may provide blanket coverage), or any combination thereof,
insuring against loss occasioned by the errors and omissions of their respective
officers and employees.

SERVICER DEFAULT

     If a servicer is in default in its obligations under the applicable
servicing agreement (and such default is not cured within any applicable grace
period provided for in the related servicing agreement), the master servicer
may, at its option, terminate the defaulting servicer and either appoint a
successor servicer in accordance with the applicable servicing agreement or
succeed to the responsibilities of the terminated servicer, pursuant to the
related servicing agreement and the pooling and servicing agreement.

AMENDMENT OF THE SERVICING AGREEMENTS

     Each servicing agreement may be amended only by written agreement signed by
the related servicer, the seller, the trustee and the master servicer. Such
amendment shall not materially adversely affect the interest of the
certificateholders.


                                      S-106



                    SERVICING AND ADMINISTRATION OF THE TRUST

SERVICING AND ADMINISTRATIVE RESPONSIBILITIES

     The servicers, the master servicer, the securities administrator, the
trustee and the custodian will have the following responsibilities with respect
to the trust:

PARTY:                                       RESPONSIBILITIES:
------                                       -----------------
SERVICERS                  Performing the servicing functions with respect to
                           the mortgage loans and the mortgaged properties in
                           accordance with the provisions of the servicing
                           agreements, including, but not limited to:

                                o    collecting monthly remittances of principal
                                     and interest on the mortgage loans from the
                                     related borrowers, depositing such amounts
                                     into the related servicing account and
                                     delivering all amounts on deposit in the
                                     related servicing account to the master
                                     servicer for deposit into the distribution
                                     account on the related servicer remittance
                                     date;

                                o    collecting amounts in respect of taxes and
                                     insurance from the related borrowers,
                                     depositing such amounts in the related
                                     account maintained for the escrow of such
                                     payments and paying such amounts to the
                                     related taxing authorities and insurance
                                     providers, as applicable;

                                o    making advances with respect to delinquent
                                     payments of principal of and interest on
                                     the mortgage loans (any such delinquent
                                     interest reduced by the servicing fee),
                                     except to the extent the related servicer
                                     determines such advance is nonrecoverable;

                                o    paying, as servicing advances, customary
                                     costs and expenses incurred in the
                                     performance by each servicer of its
                                     servicing obligations, including, but not
                                     limited to, the cost of (a) the
                                     preservation, restoration and protection of
                                     the mortgaged property, (b) any enforcement
                                     of judicial proceedings, including
                                     foreclosures, (c) compliance with the
                                     obligations under the servicing agreement
                                     or (d) fire and hazard insurance coverage;
                                     and

                                o    providing monthly loan-level reports to the
                                     master servicer.

                           See "Mortgage Loan Servicing--Servicing of the
                           Mortgage Loans," "--Advances," "--Hazard Insurance"
                           and "--Collection of Taxes, Assessments and Similar
                           Items."

MASTER SERVICER            Performing the master servicing functions in
                           accordance with the provisions of the pooling and
                           servicing agreement and the servicing agreements,
                           including but not limited to:

                                o    monitoring each servicer's performance and
                                     enforcing each servicer's obligations under
                                     the related servicing agreement;

                                o    collecting monthly remittances from each
                                     servicer for deposit in the distribution
                                     account on the related servicer remittance
                                     date;

                                o    gathering the monthly loan-level reports
                                     delivered by each servicer and providing a
                                     comprehensive loan-level report to the
                                     securities administrator with respect to
                                     the mortgage loans;

                                o    upon the termination of a servicer,
                                     appointing a successor servicer, and until
                                     a successor servicer is appointed, acting
                                     as successor servicer; and

                                o    upon the failure of a servicer to make
                                     advances with respect to a mortgage loan,
                                     making those advances to the extent
                                     provided in the pooling and servicing
                                     agreement.

                           See "The Master Servicer" and "Mortgage Loan
                           Servicing" above.


                                      S-107



PARTY:                                       RESPONSIBILITIES:
------                                       -----------------
SECURITIES ADMINISTRATOR   Performing the securities administration functions in
                           accordance with the provisions of the pooling and
                           servicing agreement, including but not limited to:

                                o    distributing all amounts on deposit in the
                                     distribution account to the
                                     certificateholders in accordance with the
                                     priorities described under "Descriptions of
                                     the Certificates--Priority of Distributions
                                     on the Certificates" on each distribution
                                     date;

                                o    preparing and distributing investor
                                     reports, including the monthly distribution
                                     date statement to certificateholders based
                                     on information received from the master
                                     servicer and the Yield Maintenance
                                     Counterparty;

                                o    upon the failure of the master servicer to
                                     make any advance required under the pooling
                                     and servicing agreement, providing notice
                                     of such master servicer event of default to
                                     the trustee, the seller and the rating
                                     agencies;

                                o    preparing and filing annual federal and (if
                                     required) state tax returns on behalf of
                                     the trust; and

                                o    preparing and filing periodic reports with
                                     the Securities and Exchange Commission on
                                     behalf of the trust with respect to the
                                     certificates.

                           See "The Pooling and Servicing Agreement--The
                           Securities Administrator" and "--Reports to
                           Certificateholders" below.

TRUSTEE                    Performing the trustee functions in accordance with
                           the provisions of the pooling and servicing
                           agreement, including but not limited to:

                                o    enforcing the obligations of each of the
                                     master servicer and the securities
                                     administrator under the pooling and
                                     servicing agreement;

                                o    examining certificates, statements and
                                     opinions required to be furnished to it to
                                     ensure they are in the form required under
                                     the pooling and servicing agreement;

                                o    upon the termination of the custodian,
                                     appointing a successor custodian;

                                o    upon the occurrence of a master servicer
                                     event of default under the pooling and
                                     servicing agreement, providing notice of
                                     such master servicer event of default to
                                     the master servicer, the depositor, the
                                     seller and the rating agencies;

                                o    upon the occurrence of a master servicer
                                     event of default under the pooling and
                                     servicing agreement, at its discretion (or
                                     if so directed by the certificateholders
                                     having not less than 51% of the voting
                                     rights applicable to the certificates),
                                     terminating the master servicer; and

                                o    upon such termination of the master
                                     servicer under the pooling and servicing
                                     agreement, appointing a successor master
                                     servicer or succeeding as master servicer.

                           See "The Pooling and Servicing Agreement--The
                           Trustee."

DELAWARE TRUSTEE           Performing certain limited trustee functions in
                           accordance with the provisions of the pooling and
                           servicing agreement, including:

                                o    accepting legal process served on the trust
                                     in the State of Delaware; and

                                o    the execution of any certificates required
                                     to be filed with the Delaware Secretary of
                                     State which the Delaware Trustee is
                                     required to execute under Section 3811 of
                                     the Delaware Statutory Trust Statute.


                                      S-108



PARTY:                                       RESPONSIBILITIES:
------                                       -----------------
CUSTODIAN                  Performing the custodial functions in accordance with
                           the provisions of the pooling and servicing
                           agreement, including but not limited to:

                                o    holding and maintaining the related
                                     mortgage files in a fire resistant facility
                                     intended for the safekeeping of mortgage
                                     loan files as agent for the trustee.

                           See "The Pooling and Servicing Agreement--The
                           Trustee" below.

Accounts

     All amounts in respect of principal and interest received from the
borrowers or other recoveries in respect of the mortgage loans will, before
distribution thereof to the holders of certificates, be deposited in accounts
established in the name of the trustee or, in the case of certain servicers,
accounts established in the name of the master servicer and various owners of
mortgage loans. Funds on deposit in these accounts may be invested in the
permitted investments described below by the party responsible for such account.
The accounts will be established by the applicable parties listed below, and any
investment income earned on each account will be retained or distributed as
follows:

                                                         APPLICATION OF
     ACCOUNT:           RESPONSIBLE PARTY:          ANY INVESTMENT EARNINGS:
     -------            ------------------      --------------------------------
SERVICING                    Servicer           Any investment earnings will be
   ACCOUNTS                                     paid to the servicer and will
                                                not be available for
                                                distribution to the holders of
                                                any certificates.

DISTRIBUTION         Securities Administrator   Any investment earnings will be
   ACCOUNT                                      paid as compensation to the
                                                master servicer and to Thornburg
                                                Mortgage Home Loans, Inc. and
                                                will not be available for
                                                distribution to the holders of
                                                any certificates.

YIELD                Securities Administrator   Amounts on deposit in the Yield
   MAINTENANCE                                  Maintenance Account shall not be
   ACCOUNT                                      invested and shall not be held
                                                in an interest-bearing account;
                                                therefore, the Yield Maintenance
                                                Account will not produce any
                                                investment income and no
                                                investment income will be
                                                available for retention or
                                                distribution.

FINAL MATURITY       Securities Administrator   Any investment earnings will
   RESERVE ACCOUNT                              remain in the Final Maturity
                                                Reserve Account and shall be for
                                                the benefit of, and be available
                                                for distribution to, the holder
                                                of the Class I Certificates.

     If funds deposited in any account are invested by the responsible party
identified in the table above, the amount of any losses incurred in respect of
any such investments will be deposited in the related account by the person
entitled to the investment earnings in such account out of its own funds,
without any right of reimbursement therefor.

     Any one or more of the following obligations or securities held in the name
of the trustee for the benefit of the certificateholders acquired at a purchase
price of not greater than par, regardless of whether issued or managed by the
depositor, the master servicer, the securities administrator, the trustee or any
of their respective affiliates or for which an affiliate serves as an advisor
will be considered a permitted investment:

          (i) direct obligations of, or obligations fully guaranteed as to
     timely payment of principal and interest by, the United States or any
     agency or instrumentality thereof, provided such obligations are backed by
     the full faith and credit of the United States;

          (ii) (A) demand and time deposits in, certificates of deposit of,
     bankers' acceptances issued by or federal funds sold by any depository
     institution or trust company (including the trustee, the securities
     administrator or the master servicer or their agents acting in their
     respective commercial capacities)


                                      S-109



     incorporated under the laws of the United States of America or any state
     thereof and subject to supervision and examination by federal and/or state
     authorities, so long as, at the time of such investment or contractual
     commitment providing for such investment, such depository institution or
     trust company or its ultimate parent has a short-term uninsured debt rating
     in one of the two highest available rating categories of each rating agency
     rating the certificates and (B) any other demand or time deposit or deposit
     which is fully insured by the FDIC;

          (iii) repurchase obligations with respect to any security described in
     clause (i) above and entered into with a depository institution or trust
     company (acting as principal) rated "A" or higher by the rating agencies
     rating the certificates;

          (iv) securities bearing interest or sold at a discount that are issued
     by any corporation incorporated under the laws of the United States of
     America, the District of Columbia or any State thereof and that are rated
     by each rating agency rating the certificates in its highest long-term
     unsecured rating categories at the time of such investment or contractual
     commitment providing for such investment;

          (v) commercial paper (including both non-interest-bearing discount
     obligations and interest-bearing obligations) that is rated by each rating
     agency rating the certificates in its highest short-term unsecured debt
     rating available at the time of such investment;

          (vi) units of money market funds (which may be 12b-1 funds, as
     contemplated by the Securities and Exchange Commission under the Investment
     Company Act of 1940) registered under the Investment Company Act of 1940
     including funds managed or advised by the trustee, the master servicer or
     an affiliate thereof having the highest applicable rating from each rating
     agency rating such funds; and

          (vii) if previously confirmed in writing to the trustee, any other
     demand, money market or time deposit, or any other obligation, security or
     investment, as may be acceptable to each rating agency rating the
     certificates in writing as a permitted investment of funds backing
     securities having ratings equivalent to its highest initial rating of the
     senior certificates;

provided that no instrument described above may evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations.


                                      S-110



EVIDENCE AS TO COMPLIANCE

     Each servicing agreement will provide that on or before March 15 of each
year, including any applicable periods of grace, beginning in March of 2007,
each servicer will, or will cause a subservicer to, provide to the master
servicer and certain other parties (if specified in the related servicing
agreement), a report on an assessment of compliance with the AB Servicing
Criteria. The pooling and servicing agreement will provide that on or before
March 15 of each year, including any applicable periods of grace, beginning in
March 2007 for the period specified in the pooling and servicing agreement, (1)
the master servicer will provide to the depositor and the securities
administrator a report on an assessment of compliance with the AB Servicing
Criteria, (2) the securities administrator will provide to the depositor a
report on an assessment of compliance with the AB Servicing Criteria and (3) the
trustee, in its capacity as custodian, will provide to the depositor and the
securities administrator a report on an assessment of compliance with the AB
Servicing Criteria if the trust is then subject to Exchange Act reporting. In
addition, any permitted subservicer or subcontractor of any of the parties
described above that is participating in the servicing function relating to the
mortgage loans within the meaning of Regulation AB will also provide to the
depositor and the securities administrator a report on an assessment of
compliance with the AB Servicing Criteria.

     Each party that is required to deliver a report on assessment of servicing
compliance, must also deliver an attestation report from a firm of independent
public accountants on the related assessment of compliance. The AB Servicing
Criteria include specific criteria relating to the following areas: general
servicing considerations, cash collection and administration, investor
remittances and reporting and pool asset administration. Each report is required
to indicate which AB Servicing Criteria were used to test compliance of the
relevant party on a platform level basis and will set out any material instances
of noncompliance with such criteria.

     Each servicing agreement will also provide for delivery to the master
servicer and certain other parties (if specified in the related servicing
agreement) on or before March 15 of each year, including applicable periods of
grace, beginning in March of 2007, a separate annual statement of compliance
from each servicer to the effect that, to the best knowledge of the signing
officer of the servicer, the servicer has fulfilled in all material respects its
obligations under the related servicing agreement throughout the preceding year
or, if there has been a material failure in the fulfillment of any obligation,
the statement will specify each failure and the nature and status of that
failure. This annual statement of compliance may be provided as a single form
making the required statements as to more than one servicing agreement.

     Copies of the annual reports on assessment of compliance, attestation
reports, and statements of compliance may be obtained by certificateholders
without charge upon written request to the master servicer at the address of the
master servicer set forth above under "The Master Servicer". These items will
also be filed with the issuing entity's annual report on Form 10-K, to the
extent required under Regulation AB.


                                      S-111



Example of Distributions

     The following sets forth an example of collection of payments from
borrowers on the mortgage loans, transfer of amounts among the trust accounts,
and distributions on the certificates for the distribution date in July 2006:

June 2 through
   July 1.....   Due Period:           Payments due during the related Due
                                       Period (June 2 through July 1) from
                                       borrowers will be deposited in each
                                       servicer's servicing account as received
                                       and will include scheduled principal
                                       payments and interest payments due during
                                       the related collection period.

June 1 through
   June 30....   Prepayment Period     Partial principal prepayments received by
                 for partial and       any servicer and principal prepayments in
                 full prepayments      full received by any servicer during the
                 received from         related prepayment period (June 1 through
                 mortgage loans:       June 30) will be deposited into such
                                       servicer's servicing account for
                                       remittance to the master servicer on the
                                       servicer remittance date (July 18).

June 30 or
   July 24....   Record Date           Distributions will be made to
                                       certificateholders of record for all
                                       classes of offered certificates except
                                       for the auction certificates, as of the
                                       close of business on the last business
                                       day of the month immediately before the
                                       month in which the distribution date
                                       occurs and, to the certificateholders of
                                       record for the auction certificates, as
                                       of the business day immediately preceding
                                       the distribution date, so long as such
                                       certificates remain in book-entry form;
                                       and otherwise the record date shall be
                                       the same as for the other offered
                                       certificates.

July 18.......   Servicer Remittance   The servicers will remit collections and
                 Date:                 recoveries in respect of the mortgage
                                       loans to the distribution account on or
                                       prior to the 18th day of each month (or
                                       if the 18th day is not a business day,
                                       the next succeeding business day or, in
                                       certain cases, if such 18th day is not a
                                       business day, the business day
                                       immediately preceding such 18th day) as
                                       specified in the related servicing
                                       agreement.

July 25.......   Distribution Date:    On the 25th day of each month (or if the
                                       25th day is not a business day, the next
                                       business day), the securities
                                       administrator will make distributions to
                                       certificateholders from amounts on
                                       deposit in the distribution account.

     Succeeding months follow the same pattern.


                                      S-112



                         FEES AND EXPENSES OF THE TRUST

     In consideration of their duties on behalf of the trust, the servicers and
the master servicer will receive from the assets of the trust certain fees as
set forth in the following table:



                   FREQUENCY                                                     HOW AND WHEN
FEE PAYABLE TO:   OF PAYMENT:                AMOUNT OF FEE:                      FEE IS PAID:
---------------   -----------   ---------------------------------------   --------------------------

Servicers         monthly       For each mortgage loan, a monthly fee     Deducted by each servicer
                                paid to the related servicer out of       from the related servicing
                                interest collections received from the    account in respect of each
                                related mortgage loan calculated on the   mortgage loan serviced by
                                outstanding principal balance of each     that servicer, before
                                mortgage loan at, in the case of (a)      payment of any amounts to
                                approximately 87.03% of the mortgage      certificateholders.
                                loans, 0.250% per annum for each
                                mortgage loan, (b) approximately 0.06%
                                of the mortgage loans, 0.375% per annum
                                for each mortgage loan and (c)
                                approximately 12.91% of the mortgage
                                loans, 0.250% per annum for each
                                mortgage loan until the first
                                adjustment date and 0.375% per annum
                                for each mortgage loan thereafter.

                                In addition, Thornburg Mortgage Home      Distributed by the master
                                Loans, Inc. will receive all investment   servicer to Thornburg
                                earnings on amounts on deposit in the     Mortgage Home Loans, Inc.
                                distribution account other than the
                                amount retained by the master servicer
                                as described immediately below and any
                                prepayment penalty amounts that are not
                                retained by a primary servicer.

Master Servicer   monthly       A monthly fee equal to 0.010% per annum   The monthly fee will be
                                of the outstanding principal balance of   deducted by the master
                                each mortgage loan together with the      servicer from the
                                investment earnings on amounts on         distribution account
                                deposit in the distribution account for   before payment of any
                                one business day.                         amounts to
                                                                          certificateholders.



                                      S-113



     The fees of the securities administrator and the trustee, in its capacity
as trustee and custodian, are paid separately by the master servicer and are not
obligations of the trust. The fees of the Delaware trustee are paid separately
by the seller and are not obligations of the trust.

     The servicing fees are subject to reduction as described above under
"Mortgage Loan Servicing--Prepayment Interest Shortfalls." The servicers will be
entitled to reimbursement for certain expenses prior to distribution of any
amounts to certificateholders. The trustee will be entitled to be reimbursed by
the trust for certain expenses, including indemnification payments, in
connection with the performance of its duties under the pooling and servicing
agreement.

     None of the servicing fees set forth in the table above may be changed
without amendment of the related servicing agreement, and none of the other fees
set forth in the table above may be changed without amendment of the pooling and
servicing agreement.

     To the extent the servicers, the custodian, the master servicer, the
securities administrator and the trustee are entitled to be reimbursed by the
trust for expenses, they will be reimbursed before payments are made on the
certificates.

                       THE POOLING AND SERVICING AGREEMENT

GENERAL

     On the closing date, and until the termination of the trust pursuant to the
pooling and servicing agreement, the issuing entity will be a statutory trust
formed under the laws of the State of Delaware. The certificates will be issued
pursuant to a pooling and servicing agreement dated as of June 1, 2006, among
the depositor, the seller, the securities administrator, the master servicer,
the Delaware trustee and the trustee. The issuing entity will be created under a
trust agreement and governed by the pooling and servicing agreement. The assets
of the issuing entity will in general consist of:

     o    all of the depositor's right, title and interest in the mortgage
          loans, including the related mortgage notes, mortgages and other
          related documents;

     o    all payments on or collections in respect of the mortgage loans due
          after the cut-off date other than any retained interest and prepayment
          penalties, together with any proceeds thereof;

     o    any mortgaged properties acquired on behalf of certificateholders by
          foreclosure or by deed in lieu of foreclosure, and any revenues
          received from the foreclosed properties;

     o    the rights of the trustee under all insurance policies required to be
          maintained pursuant to the pooling and servicing agreement;

     o    the rights to enforce the representations and warranties made by the
          seller with respect to the mortgage loans under the mortgage loan
          purchase agreement;

     o    the rights of the depositor under the servicing agreements (which
          acquired the rights of the seller pursuant to the mortgage loan
          purchase agreement);

     o    the pledge agreements relating to the additional collateral loans;

     o    the rights of the trust under the Yield Maintenance Agreements; and

     o    certain other assets of the trust, including rights to amounts in the
          distribution account other than investment income, as described
          herein.

     On the closing date, the securities administrator will establish the Yield
Maintenance Account, which will be an asset of the trust.


                                      S-114



     If the assets of the trust are insufficient to pay the holders of
certificates all principal and interest owed, holders of some or all classes of
holders of certificates will not receive all of their expected payments of
interest and principal and will suffer a loss. The risk of loss to holders of
subordinate certificates is greater than to holders of senior certificates. See
"Risk Factors--If credit enhancement is insufficient, you could experience
losses on your certificates" in this prospectus supplement. In the event of a
bankruptcy of the sponsor, the depositor or the originator, it is not
anticipated that the trust would become part of the bankruptcy estate or subject
to the bankruptcy control of a third party.

     On the closing date, the Final Maturity Reserve Trust will be created under
the pooling and servicing agreement, and its assets will consist of such amounts
as from time to time are deposited in the final maturity reserve account. The
Final Maturity Reserve Trust will be a common law trust formed under the laws of
the State of Delaware. All assets of the Final Maturity Reserve Trust are
payable under the pooling and servicing agreement to certificateholders. See
"Description of the Certificates--The Final Maturity Reserve Trust."

ASSIGNMENT OF THE MORTGAGE LOANS

     On the closing date, the depositor will transfer to the trust all of its
right, title and interest in and to each of the mortgage loans, together with
the related mortgage notes, mortgages and other related documents, including all
scheduled payments with respect to each mortgage loan due after the cut-off
date. Concurrently with the transfer, the securities administrator, on behalf of
the trust, will deliver the certificates to the depositor. Each mortgage loan
transferred to the trust will be identified on the mortgage loan schedule
prepared by the seller and delivered to the trustee pursuant to the pooling and
servicing agreement. The mortgage loan schedule will include the principal
balance of each mortgage loan as of the cut-off date, its loan rate and certain
additional information.

Sale of the Mortgage Loans

     Each transfer of the mortgage loans from the seller to the depositor and
from the depositor to the trust will be intended to be a sale of the mortgage
loans and will be reflected as such in the mortgage loan purchase agreement and
the pooling and servicing agreement, respectively. However, in the event of
insolvency of either the seller or the depositor, a trustee in bankruptcy or a
receiver or creditor of the insolvent party could attempt to recharacterize the
sale of the mortgage loans by the insolvent party as a financing secured by a
pledge of the mortgage loans. In the event that a court were to recharacterize
the sale of the mortgage loans by either the seller or the depositor as a
financing, each of the depositor, as transferee of the mortgage loans from the
seller, and the trustee will have a security interest in the mortgage loans
transferred to it. The trustee's security interest in the mortgage loans will be
perfected by delivery of the mortgage notes to the trustee in its capacity as
custodian.

Delivery of Mortgage Loan Files.

     The pooling and servicing agreement will require that, upon certain
conditions and within the time period specified in the pooling and servicing
agreement, the seller will deliver to the trustee (or a custodian, on behalf of
the trustee) the mortgage notes evidencing the mortgage loans endorsed to the
trustee on behalf of the certificateholders, together with other required
documents. In lieu of delivery of an original mortgage note, if an original is
not available or is lost, the seller may deliver a true and complete copy of the
original together with a lost note affidavit.

     Within 90 days after the receipt by the trustee or a custodian on its
behalf of the mortgage loans and related documents, the trustee or custodian
will review the mortgage loans and the related documents pursuant to the pooling
and servicing agreement. If any mortgage loan or related document is found to be
defective in any material respect and the defect is not cured within 90 days
following notification to the seller by the trustee (or a custodian, on behalf
of the trustee), the seller will be obligated to either:

     o    substitute for the defective loan an eligible substitute mortgage loan
          (provided that substitution is permitted only within two years of the
          closing date and may not be made unless an opinion of counsel is
          provided to the effect that the substitution will not disqualify any
          REMIC created under the pooling and servicing agreement or result in a
          prohibited transaction tax under the Internal Revenue Code), or

     o    repurchase the defective loan at a purchase price equal to (i) its
          outstanding principal balance as of the date of purchase, plus (ii)
          all accrued and unpaid interest computed at the loan rate through the
          end of the calendar month in which the purchase is made, plus (iii)
          any costs or damages incurred by the trust


                                      S-115



          in connection with a violation by such mortgage loan of any predatory
          or abusive lender law, plus (iv) the amount of any unreimbursed
          servicing related advances.

     The purchase price will be deposited in the collection account on or prior
to the next determination date after the seller's obligation to purchase the
defective loan arises. The obligation of the seller to repurchase or substitute
for a defective mortgage loan is the sole remedy available to the trustee or the
certificateholders regarding any defect in that mortgage loan and the related
documents.

     For a mortgage loan to be eligible to be substituted for a defective
mortgage loan, the substituted loan must meet the following criteria on the date
of the substitution:

          o    the substituted loan has an outstanding principal balance (or in
               the case of a substitution of more than one mortgage loan for a
               single defective mortgage loan, an aggregate principal balance),
               not in excess of, and not more than 5% less than, the principal
               balance of the defective loan;

          o    the substituted loan has a maximum loan rate and a gross margin
               not less than those of the defective loan and uses the same index
               as the defective loan;

          o    the substituted loan has a remaining term to maturity not more
               than one year earlier and not later than the remaining term to
               maturity of the defective loan;

          o    the substituted loan complies with each representation and
               warranty as to the mortgage loans set forth in the pooling and
               servicing agreement (which are deemed to be made with respect to
               the substituted loan as of the date of substitution);

          o    the substituted loan has been underwritten or re-underwritten by
               the seller in accordance with the same underwriting criteria and
               guidelines as the defective loan;

          o    the substituted loan is of the same or better credit quality as
               the defective loan; and

          o    the substituted loan satisfies certain other conditions specified
               in the pooling and servicing agreement.

     In connection with the substitution of an eligible substitute mortgage
loan, the seller will be required to deposit in the collection account, on or
prior to the next determination date after the seller's obligation to purchase
or substitute the defective loan arises, a substitution adjustment amount equal
to the excess of the principal balance of the defective loan over the principal
balance of the eligible substitute mortgage loan.

Representations and Warranties.

     The seller will represent and warrant to, and covenant with, the depositor
that, as to each mortgage loan, as of the closing date:

     (1)  (a) The information set forth in the final mortgage loan schedule is
          complete, true and correct in all material respects and (b) the
          mortgage note or an affidavit of lost note with respect to each
          mortgage loan has been delivered to the trustee or its designee.

     (2)  As of the cut-off date, none of the mortgage loans (by Stated
          Principal Balance) were 30 or more days delinquent in payment.

     (3)  To the best of the seller's knowledge, there are no delinquent taxes,
          ground rents, water charges, sewer rents, assessments, insurance
          premiums, leasehold payments, including assessments payable in future
          installments or other outstanding charges affecting the related
          mortgaged property or escrow funds have been established in an amount
          sufficient to pay for every such escrowed item which remains unpaid.


                                      S-116



     (4)  The terms of the mortgage note and the mortgage (including with
          respect to provisions relating to any additional collateral (if
          applicable)) have not been impaired, waived, altered or modified in
          any respect, except by written instruments which have been recorded,
          if necessary to protect the interests of the trust, and which are
          included in the mortgage file, the substance of which waiver,
          alteration or modification has been approved by the primary mortgage
          guaranty insurer, if any, and by the title insurer, in each instance
          to the extent required by the related policy and is reflected on the
          mortgage loan schedule. Except for any modification agreement or
          similar document contained in the mortgage file permitting a borrower
          to modify his loan, no instrument of waiver, alteration or
          modification has been executed, and no mortgagor has been released, in
          whole or in part, except in connection with an assumption agreement
          approved by the primary mortgage insurer, if any, and title insurer,
          in each instance to the extent required by the policy, and which
          assumption agreement is part of the mortgage file.

     (5)  The mortgage note and the mortgage (including with respect to
          provisions relating to any additional collateral (if applicable)) are
          not subject to any right of rescission, set-off, counterclaim or
          defense, including the defense of usury, nor will the operation of any
          of the terms of the mortgage note and mortgage, or the exercise of any
          right thereunder, render the mortgage unenforceable, in whole or in
          part, or subject to any right of rescission, set-off, counterclaim or
          defense, including the defense of usury, and to the seller's knowledge
          no such right of rescission, set-off, counterclaim or defense has been
          asserted with respect thereto.

     (6)  All buildings upon the mortgaged property are insured by a generally
          acceptable insurer against loss by fire, hazards of extended coverage
          and such other hazards as are customary in the area where the
          mortgaged property is located. All such insurance policies contain a
          standard mortgagee clause naming the master servicer or the applicable
          servicer, their successors and assigns as mortgagee and to the
          seller's knowledge all premiums thereon have been paid. If upon
          origination of the mortgage loan, the mortgaged property was in an
          area identified in the Federal Register by the Federal Emergency
          Management Agency as having special flood hazards (and such flood
          insurance has been made available) a flood insurance policy meeting
          the requirements of the current guidelines of the Federal Insurance
          Administration is in effect which policy conforms to the requirements
          of Fannie Mae or Freddie Mac. The mortgage obligates the mortgagor
          thereunder to maintain all such insurance at mortgagor's cost and
          expense, and on the mortgagor's failure to do so, authorizes the
          holder of the mortgage to maintain such insurance at mortgagor's cost
          and expense and to seek reimbursement therefor from the mortgagor.

     (7)  The mortgage loan is not a loan (A) subject to 12 CFR Part 226.31, 12
          CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation
          implementing TILA, which implements the Home Ownership and Equity
          Protection Act of 1994, as amended, or any comparable state law (B) a
          "High Cost Loan" or "Covered Loan" as applicable, as such terms are
          defined in the current Standard & Poor's LEVELS(R) GLOSSARY classified
          and/or defined as a "high cost" loan or "predatory," "high cost,"
          "threshold" or "covered" lending under any other state, federal or
          local law. The mortgage loan at the time it was made otherwise
          complied in all material respects with any and all requirements of any
          federal, state or local law including, but not limited to, all
          predatory lending laws, usury, truth in lending, real estate
          settlement procedures (including the Real Estate Settlement Procedures
          Act of 1974, as amended), consumer credit protection, equal credit
          opportunity or disclosure laws applicable to such mortgage loan.

     (8)  The mortgage has not been satisfied, canceled or subordinated, or
          rescinded, in whole or in part, and the mortgaged property has not
          been released from the lien of the mortgage except for a release that
          does not materially impair the security of the mortgage loan or is
          reflected in the loan-to-value ratio, in whole or in part, nor has any
          instrument been executed that would effect any such release,
          cancellation, subordination or rescission unless payoff funds have
          been deposited in the custodial account.

     (9)  The mortgage is a valid, existing and enforceable first lien on the
          mortgaged property, including all improvements on the mortgaged
          property subject only to (A) the lien of current real property taxes
          and assessments not yet due and payable, (B) covenants, conditions and
          restrictions, rights of way, easements and other matters of the public
          record as of the date of recording being acceptable to mortgage
          lending institutions generally and either (a) specifically referred to
          in a lender's title


                                      S-117



          insurance policy delivered to the originator of the mortgage loan or
          (b) which do not adversely affect the appraised value of the mortgaged
          property, and (C) other matters to which like properties are commonly
          subject which do not materially interfere with the benefits of the
          security intended to be provided by the mortgage or the use,
          enjoyment, value or marketability of the related mortgaged property;
          and, further provided, with respect to cooperative loans, the lien of
          the related cooperative corporation for unpaid assessments
          representing the obligor's pro rata share of the cooperative
          corporation's payments for its blanket mortgage, current and future
          real property taxes, insurance premiums, maintenance fees and other
          assessments to which like collateral is commonly subject. Any security
          agreement, chattel mortgage or equivalent document related to and
          delivered in connection with the Mortgage establishes and creates a
          valid, existing and enforceable first lien and first priority security
          interest on the property described therein and the seller has full
          right to sell and assign the same to the depositor.

     (10) The mortgage note and the related mortgage are genuine and each is the
          legal, valid and binding obligation of the maker thereof, enforceable
          in accordance with its terms, except as the enforceability thereof may
          be limited by bankruptcy, insolvency, or reorganization or other laws
          relating to the rights of creditors and general principles of equity.

     (11) All parties to the mortgage note and the mortgage had legal capacity
          to enter into the mortgage loan and to execute and deliver the
          mortgage note and the mortgage, and the mortgage note and the mortgage
          have been duly and properly executed by such parties.

     (12) The proceeds of the mortgage loan have been fully disbursed, there is
          no requirement for future advances thereunder and any and all
          requirements as to completion of any on-site or off-site improvements
          and as to disbursements of any escrow funds therefor have been
          complied with (except for escrow funds for exterior items which could
          not be completed due to weather and escrow funds for the completion of
          swimming pools); and all costs, fees and expenses incurred in making,
          closing or recording the mortgage loan have been paid, except
          recording fees with respect to mortgages not recorded as of the
          closing date.

     (13) The seller has acquired its ownership of each mortgage loan in good
          faith without notice of any adverse claim, and as of the closing date,
          the mortgage note and the mortgage are not assigned or pledged, and
          immediately prior to the sale of the mortgage loan to the depositor,
          the seller was the sole owner thereof and with full right to transfer
          and sell the mortgage loan to the depositor free and clear of any
          encumbrance, equity, lien, pledge, charge, claim or security interest
          and with full right and authority subject to no interest or
          participation of, or agreement with, any other party, to sell and
          assign each mortgage loan pursuant to the mortgage loan purchase
          agreement.

     (14) To the seller's best knowledge, the seller or, if the mortgage loan
          was not originated by the seller, the originator is or was (or, during
          the period in which they held and disposed of such interest, were) (A)
          in compliance with any and all applicable licensing requirements of
          the laws of the state wherein the mortgaged property is located, and
          (B) either (i) organized under the laws of such state, or (ii)
          qualified to do business in such state, or (iii) a federal savings and
          loan association or national bank or subsidiary having preemptive
          authority under federal law or under applicable state law to engage in
          business in such state without qualification, or (iv) not doing
          business in such state.

     (15) The mortgage loan is covered by an ALTA lender's title insurance
          policy or other form acceptable to Fannie Mae or Freddie Mac, issued
          by a title insurer acceptable to Fannie Mae or Freddie Mac and
          qualified to do business in the jurisdiction where the mortgaged
          property is located, insuring (subject to the exceptions contained in
          (9)(A) through (C) above) the originator or the seller, their
          respective successors and assigns as to the first priority lien of the
          mortgage in the original principal balance of the mortgage loan. The
          seller is the sole insured of such lender's title insurance policy,
          and such lender's title insurance policy is in full force and effect
          and will be in full force and effect upon the consummation of the
          transactions contemplated by the mortgage loan purchase agreement. No
          claims have been made under such lender's title insurance policy, and
          no prior holder of the related mortgage, including the seller, has
          done, by act or omission, anything which would impair the coverage of
          such lender's title insurance policy.


                                      S-118



     (16) Except as set forth in (2) above, there is no default, breach,
          violation or event of acceleration existing under the mortgage or the
          mortgage note and no event which, with the passage of time or with
          notice and the expiration of any grace or cure period, would
          constitute a default, breach, violation or event of acceleration, and
          the seller has not waived any default, breach, violation or event of
          acceleration.

     (17) To the best of the seller's knowledge, there are no mechanics' or
          similar liens or claims which have been filed for work, labor or
          material (and no rights are outstanding that under law could give rise
          to such lien) affecting the related mortgaged property which are or
          may be liens prior to, or equal or on parity with, the lien of the
          related mortgage.

     (18) To the seller's best knowledge, all improvements which were considered
          in determining the appraised value of the related mortgaged property
          lay wholly within the boundaries and building restriction lines of the
          mortgaged property, and no improvements on adjoining properties
          encroach upon the mortgaged property.

     (19) The mortgage loan was originated by the seller or a subsidiary of the
          seller or was purchased by the seller from a third party and the
          originator of each mortgage loan, was, at the time of origination, (A)
          (1) a Fannie Mae-approved or Freddie Mac-approved seller/servicer and
          (2) a U.S. Department of Housing and Urban Development approved
          mortgage banker, or a savings and loan association, a savings bank, a
          commercial bank or similar banking institution which is supervised and
          examined by a federal or state authority or (B) closed in the name of
          a loan broker under the circumstances described in the following
          sentence. If such mortgage loan was originated through a loan broker,
          the related originator qualifies under clause (A) above, such mortgage
          loan met such originator's underwriting criteria at the time of
          origination and was originated in accordance with such originator's
          polices and procedures and such originator acquired such mortgage loan
          from the loan broker contemporaneously with the origination thereof.
          Each mortgage note has a mortgage rate that adjusts periodically (not
          always in correlation to the index calculation term), based on the
          1-Month LIBOR, 6-Month LIBOR, 1-Year LIBOR or 1-Year CMT index, (as
          each is defined in "The Mortgage Loan Groups--Mortgage Loan
          Statistics"), except that some mortgage loans first adjust after an
          initial period of one or six months or one, three, five, seven or ten
          years following origination.

     (20) The origination practices used by the seller or the originator of the
          mortgage loan and the collection practices used by the master servicer
          or the applicable servicer with respect to each mortgage note and
          mortgage have been in all respects legal, proper, prudent and
          customary in the mortgage origination and servicing business. With
          respect to escrow deposits and escrow payments, if any, all such
          payments are in the possession of, or under the control of, the
          applicable servicer and there exist no deficiencies in connection
          therewith for which customary arrangements for repayment thereof have
          not been made.

     (21) The mortgaged property is undamaged by waste, fire, earthquake or
          earth movement, windstorm, flood, tornado or other casualty, so as to
          have a material adverse effect on the value of the related mortgaged
          property as security for the related mortgage loan or the use for
          which the premises were intended and there is no proceeding pending
          for the total or partial condemnation thereof.

     (22) The mortgage contains customary and enforceable provisions such as to
          render the rights and remedies of the holder thereof adequate for the
          realization against the mortgaged property of the benefits of the
          security provided thereby, including, (A) in the case of a mortgage
          designated as a deed of trust, by trustee's sale, and (B) otherwise by
          judicial foreclosure. There is no other exemption available to the
          mortgagor which would interfere with the right to sell the mortgaged
          property at a trustee's sale or the right to foreclose the mortgage.

     (23) The mortgage loan was underwritten generally in accordance with either
          (A) the seller's underwriting standards described under "Mortgage Loan
          Origination--The Seller's Underwriting Standards" in this prospectus
          supplement, (B) in the case of a mortgage loan originated by
          Countrywide Home Loans, Inc., the underwriting standards of
          Countrywide Home Loans, Inc. or (C) in the case of a mortgage loan
          originated by First Republic Bank, the underwriting standards of First
          Republic Bank.


                                      S-119



     (24) The mortgage file in possession of the related servicer contains an
          appraisal of the related mortgaged property by a qualified appraiser,
          duly appointed by the originator of the mortgage loan, who had no
          interest, direct or indirect in the mortgaged property or in any loan
          made on the security thereof, and whose compensation is not affected
          by the approval or disapproval of the mortgage loan or, in accordance
          with certain specified programs of the originator of the mortgage loan
          an approved AVM in lieu of the appraisal.

     (25) In the event the mortgage constitutes a deed of trust, a trustee, duly
          qualified under applicable law to serve as such, has been properly
          designated and currently so serves and is named in the mortgage, and
          no fees or expenses are or will become payable by the depositor to the
          trustee under the deed of trust, except, in connection with a
          trustee's sale after default by the mortgagor.

     (26) No mortgage loan (A) contains provisions pursuant to which monthly
          payments are paid or partially paid with funds deposited in any
          separate account established by the seller, the mortgagor, or anyone
          on behalf of the mortgagor or paid by any source other than the
          mortgagor or (B) contains any provision permitting a temporary
          "buydown" of the related mortgage rate. No mortgage loan was a
          graduated payment mortgage loan as of the date of its origination. No
          mortgage loan has a shared appreciation or other contingent interest
          feature.

     (27) No mortgage loan had a loan-to-value ratio in excess of 100%. Other
          than two mortgage loans (representing approximately 0.03% of the
          mortgage loans), the portion of the unpaid principal balance of each
          mortgage loan which is in excess of 80% of the original loan-to-value
          ratio either (a) has additional collateral or (b) is and will be
          insured as to payment defaults under a primary mortgage insurance
          policy issued by primary mortgage insurer licensed to do business in
          the state in which the mortgaged property is located and acceptable to
          Fannie Mae or Freddie Mac as of the closing date, so as to reduce the
          mortgagee's exposure in accordance with the standards of Fannie Mae or
          Freddie Mac and applicable law. All provisions of such primary
          mortgage insurance policy have been and are being complied with; such
          policy is valid and in full force and effect and all premiums due
          thereunder have been paid. With respect to one of the mortgage loans
          referred to above (representing approximately 0.01% of the mortgage
          loans), such mortgage loan has paid down such that its current
          loan-to-value ratio is, as of the cut-off date, less than or equal to
          80%.

     (28) Except for any additional collateral mortgage loans, the mortgage note
          is not and has not been secured by any collateral, pledged account, or
          other security except the lien of the Mortgage, and the security
          interest of any applicable security agreement or chattel mortgage
          referred to above.

     (29) To the best of seller's knowledge, the mortgaged property is lawfully
          occupied under applicable law. To the best of seller's knowledge, all
          inspections, licenses and certificates required to be made or issued
          with respect to all occupied portions of the related mortgaged
          property and, with respect to the use and occupancy of the same,
          including but not limited to certificates of occupancy, had been made
          or obtained from the appropriate authorities.

     (30) No defense against coverage under any primary mortgage insurance
          policy (including, without limitation, any exclusions, denials or
          defenses which would limit or reduce the availability of the timely
          payment of the full amount of the loss otherwise due thereunder to the
          insured) exists arising out of actions, representations, errors,
          omissions, negligence, or fraud of the seller, and the seller is not
          aware of any fact that could reasonably lead the Seller to believe
          that any such defense exists arising out of the actions,
          representations, errors, omissions, negligence or fraud of the related
          mortgagor or any party involved in the application for such coverage.

     (31) Each assignment is in recordable form, is acceptable for recording
          under the laws of the jurisdiction in which the mortgaged property is
          located.

     (32) If the mortgaged property is a condominium unit or a planned unit
          development (other than a de minimis planned unit development) such
          condominium or planned unit development project meets Fannie Mae or
          Freddie Mac or the originator's eligibility requirements.

     (33) Each mortgage is a "qualified mortgage" for purposes of the REMIC
          provisions of the Code (as defined herein).


                                      S-120



     (34) To the seller's best knowledge, no fraud was committed by the
          originator of the mortgage loan and the seller is not aware of any
          fact that would reasonably lead the seller to believe that any
          mortgagor had committed fraud in connection with the origination of
          such mortgage loan.

     (35) The mortgagor has not notified the seller, and the Seller has no
          knowledge of any relief requested by the Mortgagor under the Relief
          Act.

     (36) The seller has no knowledge of any toxic or hazardous substances
          affecting the mortgaged property or any violation of any local, state,
          or federal environmental law, rule, or regulation. The seller has no
          knowledge of any pending action or proceeding directly involving any
          mortgaged property in which compliance with any environmental law,
          rule, or regulation is an issue.

     (37) As to any additional collateral mortgage loan, such mortgage loan is
          secured by a perfected first priority security interest in the related
          additional collateral.

     (38) As to any additional collateral mortgage loan, the applicable pledge
          agreement is in place, is genuine and is the legal, valid and binding
          obligation of the maker thereof, enforceable in accordance with its
          terms subject to bankruptcy, insolvency and other laws of general
          application affecting the rights of creditors and general principles
          of equity.

     (39) With respect to each cooperative loan (i) there is no provision in the
          related proprietary lease which requires the related mortgagor to
          offer for sale the shares owned by such mortgagor first to the
          cooperative corporation for a price less than the outstanding amount
          of the cooperative loan, (ii) there is no prohibition in the related
          proprietary lease against pledging such shares or assigning the
          proprietary lease that has been violated in connection with the
          origination of the cooperative loan.

     (40) With respect to each cooperative loan, as of the closing of such
          cooperative loan, the originator of the cooperative loan obtained
          evidence that, if the cooperative property is in a federally
          designated flood area, a flood insurance policy has been obtained in
          an amount equal to at least that required by applicable law, which
          insurance the cooperative corporation is obligated to maintain at the
          cooperative corporation's cost and expense.

     (41) With respect to each cooperative loan, as of the closing date, such
          cooperative loan is secured by shares held by a "tenant-stockholder"
          of a corporation that qualifies as a "cooperative housing corporation"
          as such terms are defined in Section 216(b)(1) of the Code and to the
          best of the seller's knowledge, no cooperative corporation is subject
          to proceedings which would, if adversely determined, result in such
          cooperative corporation losing its status as a "cooperative housing
          corporation" under Section 216(b)(1) of the Code.

     (42) With respect to each cooperative loan, the related mortgage and
          related UCC financing statement creates a first-priority security
          interest in the stock in the cooperative corporation and the related
          proprietary lease of the related cooperative unit which were pledged
          to secure such cooperative loan, and the cooperative corporation owns
          the cooperative corporation as an estate in fee simple in real
          property or pursuant to a leasehold acceptable to Fannie Mae.

     Upon discovery of a breach of any representation or warranty that
materially and adversely affects the interests of the certificateholders in a
mortgage loan and the related documents, the seller will have a period of 90
days after discovery or notice of the breach to effect a cure. A determination
of whether a breach of those representations numbered (3), (14), (17), (18),
(29), (34), (35) and (36) above has occurred will be made without regard to the
seller's knowledge of the factual conditions underlying the breach. With respect
to the seller, if the breach cannot be cured within the 90-day period, the
seller will be obligated to either:

     o    cause the removal of the affected loan from the trust and, if within
          two years of the closing date, substitute for it one or more eligible
          substitute mortgage loans, or

     o    purchase the affected loan from the trust.


                                      S-121



     The purchase price will be deposited in the distribution account on or
prior to the next determination date after the seller's obligation to purchase
the defective loan arises. The obligation of the seller to repurchase or
substitute for a defective mortgage loan is the sole remedy available to the
trustee or the holders of certificates regarding any defect in that mortgage
loan and the related documents.

     The same procedure and limitations that are set forth above for the
substitution or purchase of defective loans as a result of deficient
documentation will apply to the substitution or purchase of a defective loan as
a result of a breach of a representation or warranty in the pooling and
servicing agreement that materially and adversely affects the interests of the
certificateholders. We can make no assurance that the seller will be able to
fulfill its obligation to repurchase any of the mortgage loans when such
obligation may arise.

PAYMENTS ON MORTGAGE LOANS; DEPOSITS TO DISTRIBUTION ACCOUNT

     The securities administrator will establish and maintain a separate
distribution account for the benefit of the holders of the certificates. The
distribution account must be a segregated account that is:

          o    an account or accounts maintained with a federal or state
               chartered depository institution or trust company the short-term
               unsecured debt obligations of which (or, in the case of a
               depository institution or trust company that is the principal
               subsidiary of a holding company, the short-term unsecured debt
               obligations of that holding company) are rated in the highest
               short term rating category by each rating agency named in this
               prospectus supplement at the time any amounts are held on deposit
               in the account; or

          o    an account or accounts the deposits in which are fully insured by
               the FDIC (to the limits established by the FDIC), or the
               uninsured deposits in which account are otherwise secured such
               that, as evidenced by an opinion of counsel delivered to the
               securities administrator and trustee and to each rating agency
               named in this prospectus supplement, the certificateholders will
               have a claim with respect to the funds in such account or a
               perfected first priority security interest against the collateral
               securing those funds that is superior to claims of any other
               depositors or creditors of the depository institution with which
               the distribution account is maintained; or

          o    an account or accounts maintained with the trust department of a
               federal or state chartered depository institution, national
               banking association or trust company acting in its fiduciary
               capacity; or

          o    otherwise acceptable to each rating agency named in this
               prospectus supplement without causing the reduction or withdrawal
               of its then current ratings of the certificates as evidenced by a
               letter from each such rating agency to the trustee.

     Upon receipt by the securities administrator of amounts in respect of the
mortgage loans (excluding amounts representing the related servicing fee, the
master servicing fee, reimbursement for advances and servicing-related advances,
and insurance proceeds to be applied to the restoration or repair of a mortgaged
property, or similar items), the securities administrator will deposit these
amounts in the distribution account. Amounts deposited in the distribution
account may accrue interest with the depositary institution with which it is
held, or may be invested in certain permitted investments maturing on or before
the business day prior to the related distribution date unless they are managed
or advised by the securities administrator or one of its affiliates, in which
case the permitted investments may mature on the related distribution date. The
types of permitted investments in which distribution account funds may be
invested are specified in the pooling and servicing agreement and are specified
under "Servicing and Administration of the Trust--Accounts."

TRUST EXPENSE FEES

     Trust expense fees are payable out of the interest payments on each
mortgage loan and will vary from mortgage loan to mortgage loan. Trust expense
fees accrue at an annual expense fee rate, referred to as the "trust expense fee
rate," calculated on the principal balance of each mortgage loan. With respect
to each mortgage loan, the "trust expense fee rate" will be equal to the sum of
the related servicing fee rate and the master servicing fee rate.


                                     S-122



MATTERS RELATING TO THE TRUSTEE, THE DELAWARE TRUSTEE AND THE SECURITIES
ADMINISTRATOR

     The trustee and the securities administrator will be entitled to
reimbursement of all reasonable expenses incurred or made by the trustee and the
securities administrator, respectively, in accordance with the pooling and
servicing agreement, except for expenses incurred by the trustee or securities
administrator, as the case may be, in the routine administration of its duties
under the pooling and servicing agreement and except for any expenses arising
from its negligence, bad faith or willful misconduct. Each of the trustee (in
such capacity and in its individual capacity) and the securities administrator
will also be entitled to indemnification from the trust for any loss, liability
or expense incurred, arising out of, or in connection with, the acceptance or
administration of the trusts created under the pooling and servicing agreement
or in connection with the performance of its duties under the pooling and
servicing agreement, the mortgage loan purchase agreement and any servicing
agreement, including the costs and expenses of defending itself against any
claim in connection with the exercise or performance of its duties or powers
under the pooling and servicing agreement. Each of the trustee and the
securities administrator will not have any liability arising out of or in
connection with the pooling and servicing agreement, except that each of the
trustee and the securities administrator may be held liable for its own
negligent action or failure to act, or for its own willful misconduct; provided,
however, that neither the trustee nor the securities administrator will be
personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the
certificateholders, and the trustee will not be deemed to have notice of any
event of default unless a responsible officer of the trustee has actual
knowledge of the event of default or written notice of an event of default is
received by the trustee at its corporate trust office. Neither the trustee nor
the securities administrator is required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
under the pooling and servicing agreement, or in the exercise of any of its
rights or powers, if it has reasonable grounds for believing that repayment of
those funds or adequate indemnity against risk or liability is not reasonably
assured to it.

     On each distribution date, the securities administrator will remit to the
trustee any reimbursable expenses from the distribution account prior to the
calculation of Available Funds and distributions to certificateholders. The fees
of the trustee will be paid by the master servicer on behalf of the trust.

     The trustee and the securities administrator may resign at any time, in
which event the seller will be obligated to appoint a successor trustee or
securities administrator, as applicable. The seller may also remove the trustee
and the trustee may remove the securities administrator if the trustee or
securities administrator, as applicable, ceases to be eligible to continue as
such under the pooling and servicing agreement, if the trustee or securities
administrator becomes incapable of acting, bankrupt, insolvent or if a receiver
takes charge of the trustee or the securities administrator or its respective
property. Upon such resignation or removal of the trustee or the securities
administrator, the seller and the trustee will be entitled to appoint a
successor trustee or successor securities administrator, respectively. The
trustee and the securities administrator may also be removed at any time by the
holders of certificates evidencing ownership of not less than 51% of the trust.
Any resignation or removal of the trustee or securities administrator and
appointment of a successor trustee or successor securities administrator will
not become effective until acceptance of the appointment by the successor
trustee or the successor securities administrator, as applicable. Upon
resignation or removal of the trustee or the securities administrator, the
trustee or the securities administrator, as applicable, shall be reimbursed any
outstanding and unpaid fees and expenses, and if removed by the holders of the
certificates as described above, the trustee shall also be reimbursed any
outstanding and unpaid costs and expenses.

     The Delaware trustee will not be liable for the acts or omissions of the
trustee, nor will the Delaware trustee be liable for supervising or monitoring
the performance and the duties and obligations of the trustee or the trust under
the pooling and servicing agreement or any related document. The Delaware
trustee will not be personally liable under any circumstances, except for its
own willful misconduct, bad faith or gross negligence. The Delaware trustee may
be removed by the trustee upon 30 days prior written notice to the Delaware
trustee. The Delaware trustee may resign upon 30 days prior written notice to
the trustee. No resignation or removal of the Delaware trustee shall be
effective except upon the appointment of a successor Delaware trustee. If no
successor has been appointed within such 30 day period, the Delaware trustee or
the trustee may, at the expense of the trust, petition a court to appoint a
successor Delaware trustee. The Delaware trustee shall be entitled to all of the
same rights, protections indemnities and immunities under the pooling and
servicing agreement and with respect to the trust as the trustee.


                                      S-123



THE TRUSTEE

     LaSalle Bank National Association will be the trustee and custodian under
the pooling and servicing agreement. LaSalle Bank National Association is a
national banking association formed under the federal laws of the United States
of America. Its parent company, LaSalle Bank Corporation, is a subsidiary of ABN
AMRO Bank N.V., a Netherlands banking corporation. LaSalle has extensive
experience serving as trustee on securitizations of residential mortgage loans.
Since January 1994, LaSalle has served as trustee or paying agent on over 400
residential mortgage-backed security transactions involving assets similar to
the mortgage loans. As of April 30, 2006, LaSalle serves as trustee or paying
agent on over 300 residential mortgage-backed security transactions. The
depositor, the master servicer, the seller and the servicers may maintain other
banking relationships in the ordinary course of business with the trustee. The
trustee's corporate trust office is located at 135 South LaSalle Street, Suite
1625, Chicago, Illinois, 60603. Attention: Global Securities and Trust Services
- Thornburg 2006-3 or at such other address as the trustee may designate from
time to time.

THE CUSTODIAN

     In its capacity as custodian, LaSalle Bank National Association will hold
the mortgage loan files exclusively for the use and benefit of the trust. The
custodian will not have any duty or obligation to inspect, review or examine any
of the documents, instruments, certificates or other papers relating to the
mortgage loans delivered to it to determine that the same are valid. The
disposition of the mortgage loan files will be governed by the pooling and
servicing agreement. LaSalle provides custodial services on over 1,000
residential, commercial and asset-backed securitization transactions and
maintains almost 2.5 million custodial files in its two vault locations in Elk
Grove, Illinois and Irvine, California. LaSalle's two vault locations can
maintain a total of approximately 6 million custody files. All custody files are
segregated and maintained in secure and fire resistant facilities in compliance
with customary industry standards. The vault construction complies with Fannie
Mae/Ginnie Mae guidelines applicable to document custodians. LaSalle maintains
disaster recovery protocols to ensure the preservation of custody files in the
event of force majeure and maintains, in full force and effect, such fidelity
bonds and/or insurance policies as are customarily maintained by banks which act
as custodians. LaSalle uses unique tracking numbers for each custody file to
ensure segregation of collateral files and proper filing of the contents therein
and accurate file labeling is maintained through a monthly quality assurance
process. LaSalle uses a licensed collateral review system to track and monitor
the receipt and movement internally or externally of custody files and any
release or reinstatement of collateral.

THE DELAWARE TRUSTEE

     Wilmington Trust Company is a Delaware banking corporation with trust
powers incorporated in 1903. Wilmington Trust Company's principal place of
business is located at 1100 North Market Street, Wilmington, Delaware, 19890.
Wilmington Trust Company has served as owner trustee and Delaware trustee in
numerous asset-backed securities transactions involving mortgage and
mortgage-related receivables.

     Wilmington Trust Company is subject to various legal proceedings that arise
from time to time in the ordinary course of business. Wilmington Trust Company
does not believe that the ultimate resolution of any of these proceedings will
have a materially adverse effect on its services as Delaware trustee.

     Wilmington Trust Company has provided the above information for purposes of
complying with Regulation AB.

THE SECURITIES ADMINISTRATOR

     Under the terms of the pooling and servicing agreement, Wells Fargo Bank
also is responsible for securities administration, which includes pool
performance calculations, distribution calculations and the preparation of
monthly distribution reports. As securities administrator, Wells Fargo Bank is
responsible for the preparation and filing of all REMIC tax returns on behalf of
the trust and the preparation of monthly reports on Form 10-D, periodic reports
on Form 8-K (other than the initial 8-K) and annual reports on Form 10-K that
are required to be filed with the Securities and Exchange Commission on behalf
of the issuing entity. Wells Fargo Bank has been engaged in the business of
securities administration since June 30, 1995. As of March 31, 2006, Wells Fargo
Bank was acting as securities administrator with respect to more than
$829,726,924,092 of outstanding residential mortgage-backed securities.


                                      S-124



VOTING RIGHTS

     With respect to any date of determination, 98% of the voting rights will be
allocated to each class of certificates (other than the Class A-X, Class A-R and
Class I Certificates), pro rata, based on a fraction, expressed as a percentage,
the numerator of which is the certificate principal balance of that class and
the denominator of which is the aggregate of the certificate principal balances
of all classes then outstanding. The Class A-X and Class A-R Certificate will
each have 1% of the voting rights; provided, however, when none of the regular
certificates is outstanding, all of the voting rights of the regular
certificates will be allocated to the holder of the Class A-R Certificate.

     The voting rights allocated to a class of certificates will be allocated
among all holders of that class, pro rata, based on a fraction the numerator of
which is the certificate principal balance of each certificate of that class and
the denominator of which is the certificate principal balance of that class.
However, any certificate registered in the name of the master servicer, the
Delaware trustee, the securities administrator, the trustee or any of their
respective affiliates will not be included in the calculation of voting rights
as long as other certificates registered in the names of other entities remain
outstanding.

AMENDMENT

     The pooling and servicing agreement may be amended by the depositor, the
seller, the master servicer, the securities administrator, the Delaware trustee
and the trustee without the consent of the holders of the certificates, for any
of the purposes set forth under "Operative Agreements--Amendment" in the
prospectus. In addition, the pooling and servicing agreement may be amended by
the depositor, the seller, the master servicer, the securities administrator,
the Delaware trustee and the trustee, with the consent of the holders of a
majority in interest of each class of affected certificates, for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of the pooling and servicing agreement or of modifying in any manner
the rights of the holders of any class of certificates. However, in no event,
may any amendment:

     o    reduce in any manner the amount of, or delay the timing of,
          distributions required to be made on any class of offered certificates
          without the consent of the holders of all the affected certificates;
          or

     o    affect adversely in any material respect the interests of the holders
          of any class of offered certificates in a manner other than as
          described in the clause above, without the consent of the holders of
          that class evidencing percentage interests aggregating at least 66
          2/3%; or

     o    reduce the aforesaid percentages of the aggregate outstanding
          principal amounts of the offered certificates, the holders of which
          are required to consent to any such amendment, without the consent of
          the holders of all those certificates.

OPTIONAL SECURITIES PURCHASE RIGHT

     On any distribution date on or after the payment date on which the
aggregate Stated Principal Balance of the mortgage loans is less than 20% of
their aggregate Stated Principal Balance as of the cut-off date, referred to
herein as the "optional securities purchase date," Thornburg Mortgage, Inc. will
have the option, but not the obligation, to call all outstanding certificates.
Upon the exercise of the optional securities purchase right, the purchase price
will be equal to the sum of (1) the aggregate current certificate principal
balance and (2) the accrued interest thereon at the related pass-through rates,
less amounts of interest and principal otherwise being paid to such
certificateholders on such distribution date from Available Funds.

OPTIONAL TERMINATION OF THE TRUST

     On any distribution date on which the aggregate Stated Principal Balance of
the mortgage loans is equal to or less than 10% of their aggregate Stated
Principal Balance of the mortgage loans as of the cut-off date, Thornburg
Mortgage Home Loans, Inc., in its capacity as a servicer of a substantial
portion of the mortgage loans, will have the right to repurchase all of the
mortgage loans and REO properties remaining in the trust. We refer to the date
on which Thornburg Mortgage Home Loans, Inc. may exercise this option as the
"optional termination date" of the trust. In the event that the option is
exercised, the repurchase will be made at a price equal to the unpaid principal
balance of each mortgage loan and, with respect to REO property, the lesser of
(1) the appraised value of each REO property less the good faith estimate of the
master servicer of liquidation expenses to be incurred in connection with


                                      S-125



its disposal and (2) the principal balance of the related mortgage loan plus
accrued and unpaid interest at the related loan rate up to and including the
first day of the month in which the termination price is paid, plus the amount
of any unreimbursed servicing-related advances made by the related servicer or
the master servicer in respect of that mortgage loan. Proceeds from the
repurchase will be included in Available Funds and will be distributed to the
holders of the certificates in accordance with the pooling and servicing
agreement. If Thornburg Mortgage Home Loans, Inc. does not exercise such option
to repurchase the mortgage loans and REO properties, Wells Fargo Bank, N.A., in
its capacity as master servicer, may repurchase from the trust all mortgage
loans and REO properties remaining in the trust at the purchase price set forth
above when the Stated Principal Balance of the mortgage loans is less than 5% of
their aggregate Stated Principal Balance as of the cut-off date.

     Any repurchase of the mortgage loans and REO properties in accordance with
the preceding paragraph will result in the early retirement of any outstanding
certificates.

EVENTS OF DEFAULT

     An event of default with respect to the master servicer will consist, among
other things, of:

     o    any failure by the master servicer to make an advance and any other
          failure by the master servicer to deposit in the distribution account
          any deposit required to be made by it under the terms of the pooling
          and servicing agreement or to remit to the securities administrator
          any payment which continues unremedied for three business days
          following written notice to the master servicer; or

     o    any failure by the master servicer to observe or perform in any
          material respect any other of its covenants or agreements in the
          pooling and servicing agreement, which continues unremedied for 60
          days (or such shorter period specified in the Pooling and Servicing
          Agreement) after the date on which written notice of the failure is
          given to the master servicer; or

     o    insolvency, readjustment of debt, marshalling of assets and
          liabilities or similar proceedings, and certain actions by or on
          behalf of the master servicer indicating its insolvency or inability
          to pay its obligations.

RIGHTS UPON EVENT OF DEFAULT

     So long as an event of default under the pooling and servicing agreement
remains unremedied, the trustee may (and, pursuant to the pooling and servicing
agreement, if so directed by holders of certificates evidencing not less than
51% of the voting rights, shall) terminate all of the rights and obligations of
the master servicer in its capacity as master servicer of the mortgage loans, as
provided in the pooling and servicing agreement. If this occurs, the trustee
will succeed to, or appoint a successor to succeed to, all of the
responsibilities and duties of the master servicer under the pooling and
servicing agreement, including the obligation to make advances.

     In addition, Thornburg Mortgage Home Loans, Inc., as a servicer of a
substantial portion of the mortgage loans will have certain rights with respect
to the pooling and servicing agreement in respect of the master servicer,
including the option, but not the obligation, to become the successor master
servicer and the right to consent to the selection of a new master servicer in
the event of a default by Wells Fargo Bank.

     No assurance can be given that termination of the rights and obligations of
the master servicer under the pooling and servicing agreement would not
adversely affect the servicing of the mortgage loans, including the loss and
delinquency experience of the mortgage loans.

     No certificateholder, solely by virtue of its status as a holder of a
certificate, will have any right under the pooling and servicing agreement to
institute any proceeding with respect to termination of the master servicer,
unless the holder previously has given to the trustee written notice of the
master servicer's default and certificateholders having not less than 51% of the
voting rights agree to the termination and have offered an indemnity reasonably
acceptable to the trustee.


                                      S-126



                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     The certificates will be issued pursuant to the pooling and servicing
agreement. Set forth below is a description of the material terms and provisions
pursuant to which the offered certificates will be issued. The following
description is subject to, and is qualified in its entirety by reference to, the
actual provisions of the pooling and servicing agreement. When particular
provisions or terms used in the pooling and servicing agreement are referred to,
the provisions or terms are as specified in the pooling and servicing agreement.

     Thornburg Mortgage Securities Trust 2006-3 will issue the following classes
of senior certificates:

          o    the Class A-1 Certificates,

          o    the Class A-2 Certificates,

          o    the Class A-3 Certificates,

          o    the Class A-X Certificates, and

          o    the Class A-R Certificate,

in addition to the following classes of subordinate certificates:

          o    the Class B-1 Certificates,

          o    the Class B-2 Certificates,

          o    the Class B-3 Certificates,

          o    the Class B-4 Certificates,

          o    the Class B-5 Certificates, and

          o    the Class B-6 Certificates.

     In addition, the Thornburg Mortgage Securities Trust 2006-3 will issue the
Class I Certificates. Only the senior certificates and the Class B-1, Class B-2
and Class B-3 Certificates are offered by this prospectus supplement and the
accompanying prospectus.

     The classes of offered certificates will have the respective initial
certificate principal balances set forth on page S-5. THE INITIAL CERTIFICATE
PRINCIPAL BALANCES OR CERTIFICATE NOTIONAL AMOUNT OF THE CERTIFICATES MAY VARY
IN THE AGGREGATE BY PLUS OR MINUS 10%. On any date subsequent to the closing
date, the certificate principal balance of a class of certificates (other than
the Class A-X Certificates) will be equal to its initial certificate principal
balance reduced by all amounts actually distributed as principal of that class
and all realized losses applied in reduction of principal of that class on all
prior distribution dates; provided, however, that on any distribution date the
certificate principal balance of a class of certificates to which realized
losses have been allocated (including any such class of certificates for which
the certificate principal balance has been reduced to zero) will be increased,
up to the amount of Recoveries for such distribution date, as follows: (a)
first, the certificate principal balance of the class of senior certificates of
the related loan group, up to the amount of realized losses previously allocated
to reduce the certificate principal balance of such class of certificates, (b)
second, the certificate principal balance of each remaining class of senior
certificates, pro rata, based upon and up to the amount of realized losses
previously allocated to reduce the certificate principal balance or balances of
such certificates, and (c) third, the certificate principal balance of each
class of subordinate certificates will be increased, in order of seniority, up
to the amount of realized losses previously allocated to reduce the certificate
principal balance of each such class of certificates and,


                                      S-127



in each case, not previously reimbursed. On each date subsequent to the closing
date, the certificate notional amount of the Class A-X Certificates will be
calculated as described under "--Interest--Calculation of Interest" below.

     The classes of offered certificates will have the respective pass-through
rates described under "--Interest--Pass-Through Rates" below.

     The Class B-4, Class B-5, Class B-6 and the Class I Certificates are not
offered by this prospectus supplement. The initial certificate principal
balances of the Class B-4, Class B-5 and Class B-6 Certificates will be
approximately $3,886,000, $3,109,000 and $6,216,452, respectively, subject to
the ten percent variance described above. The pass-through rates for the Class
B-4, Class B-5 and Class B-6 Certificates will be equal to the pass-through rate
on the Class B-1, Class B-2 and Class B-3 Certificates. The Class I Certificates
do not have a principal balance or bear interest.

     The offered certificates other than the Class A-R Certificate will be
issued in book-entry form as described under "--Book-Entry Registration and
Definitive Certificates" below. The offered certificates other than the Class
A-X and Class A-R Certificates will be issued in minimum dollar denominations of
$25,000 and integral multiples of $1 in excess thereof; provided, that, such
certificates must be purchased in minimum total investments of at least
$100,000. The Class A-X Certificates will be issued in minimum notional amounts
of $100,000 and integral multiples of $1 in excess thereof. The Class A-R
Certificate will be issued as a single certificate in physical form.

     The assumed final maturity date for a class of certificates is based upon
the first distribution date after the date of the last scheduled payment of the
latest maturing thirty year mortgage loan in the trust. The assumed final
maturity date for each class of the offered certificates (other than the Class
A-X Certificates) is the distribution date in June 2036. The final maturity date
for the Class A-X Certificates is the distribution date in June 2009.

     Distributions on the offered certificates will be made by the securities
administrator on each distribution date, beginning in July 2006, to the persons
or entities in whose names the offered certificates are registered at the close
of business on the related record date. The record date for any distribution
date with respect to the offered certificates other than the auction
certificates is the last business day of the month immediately preceding the
month in which that distribution date occurs and, with respect to the auction
certificates, is the business day immediately preceding that distribution date,
so long as such certificates remain in book-entry form; and otherwise the record
date shall be the same as for the other offered certificates.

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     The offered certificates (other than the Class A-R Certificate) initially
will be book-entry certificates. Persons and entities that acquire beneficial
ownership interests in the book-entry certificates will be deemed "certificate
owners" and will hold their certificates through The Depository Trust Company
("DTC") in the United States, or, upon request, through Clearstream Banking,
Luxembourg ("Clearstream"), or the Euroclear System in Europe, if they are
participants of those systems, or indirectly through organizations which are
participants in those systems. Each class of book-entry certificates will be
issued in the form of one or more global certificates which equal the
certificate principal balance of that class 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 such positions in customers' securities
accounts in the depositaries' names on the books of DTC. Citibank, N.A.,
generally, but not exclusively, will act as depositary for Clearstream and
JPMorgan Chase Bank, N.A., generally, but not exclusively, will act as
depositary for Euroclear. Except as described below, no beneficial owner of a
book-entry certificate will be entitled to receive a definitive (i.e., physical)
certificate. Unless and until definitive certificates are issued, it is
anticipated that the only "certificateholder" of the offered certificates will
be Cede & Co., as nominee of DTC. Beneficial owners of book-entry certificates
will not be "Certificateholders" as that term is used in the pooling and
servicing agreement. Beneficial owners of book-entry certificates are only
permitted to exercise their rights indirectly through DTC participants.

     A certificate 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 owner's account for such purpose. In
turn, the financial intermediary's ownership of the book-entry certificate will
be recorded on the records of DTC (or of a participant 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
participant, and on the records of Clearstream or Euroclear, as appropriate).


                                      S-128



     Certificate owners will receive all distributions of principal of and
interest on the book-entry certificates from the securities administrator
through DTC and DTC participants. So long as the book-entry certificates are
outstanding (except under the circumstances described below), DTC's rules
(consisting of all the rules, regulations and procedures creating and affecting
DTC and its operations), require that DTC

          o    make book-entry transfers among participants on whose behalf it
               acts with respect to the book-entry certificates, and

          o    receive and transmit distributions of principal of, and interest
               on, the book-entry certificates.

     Participants and indirect participants with which certificate owners have
accounts with respect to book-entry certificates are similarly required to make
book-entry transfers and receive and transmit distributions on behalf of their
respective certificate owners. Accordingly, although certificate owners will not
possess certificates representing their respective interests in the book-entry
certificates, DTC's rules provide a mechanism by which certificate owners will
receive distributions and will be able to transfer their interests.

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

     Because of time zone differences, credits of securities received in
Clearstream or Euroclear as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. These credits or any
transactions in such securities settled during such processing will be reported
to the relevant Euroclear or Clearstream participants on the business day
following the DTC settlement date. Cash received in Clearstream or Euroclear as
a result of sales of securities by or through a Clearstream participant or
Euroclear participant to a DTC participant will be received with value on the
DTC settlement date but will be available in the relevant Clearstream or
Euroclear cash account only as of the business day following settlement in DTC.
For information with respect to tax documentation procedures relating to the
certificates, see "Material Federal Income Tax Consequences--REMIC
Certificates-- C. Regular Certificates--Non-U.S. Persons," and "--Information
Reporting and Backup Withholding" in the prospectus and "Global Clearance,
Settlement and Tax Documentation Procedures--Certain U.S. Federal Income Tax
Documentation Requirements" in Annex A hereto.

     Transfers between participants will occur in accordance with DTC's rules.
Transfers between Clearstream participants and Euroclear participants will occur
in accordance with their respective rules and operating procedures.

     Cross-market transfers between persons or entities holding directly or
indirectly through DTC, on the one hand, and directly or indirectly through
Clearstream participants or Euroclear participants, on the other, will be
effected in DTC in accordance with DTC's rules on behalf of the relevant
European international clearing system by the relevant European depositary.
However, these 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 (European time). The relevant European international
clearing system will, if the transaction meets its settlement requirements,
deliver instructions to the relevant European 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 Participants may not deliver instructions directly to the European
depositaries.

     DTC is a New York-chartered limited purpose trust company, and performs
services for its participants, some of which (and/or their representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record the
positions held by each DTC participant in the book-entry certificates, whether
held for its own account


                                     S-129



or as a nominee for another person. In general, beneficial ownership of
book-entry certificates will be subject to the DTC's rules as in effect from
time to time.

     Clearstream is a duly licensed bank organized as a limited liability
company (a societe anonyme) incorporated under the laws of Grand Duchy of
Luxembourg as a professional depositary. Clearstream is registered as a bank in
Luxembourg, and as such is subject to regulation by the Institute Monetaire
Luxembourgeois, (the Luxembourg Monetary Authority), which supervises Luxembourg
banks.

     Clearstream holds securities for its participating organizations.
Clearstream facilitates the clearance and settlement of securities transactions
between Clearstream participants through electronic book-entry changes in
accounts of Clearstream participants, eliminating the need for physical movement
of certificates. Clearstream provides to Clearstream participants, among other
things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic markets in several countries. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector (CSSF). Clearstream
participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Indirect access to Clearstream is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Clearstream
participant, either directly or indirectly.

     Euroclear was created in 1968 to hold securities for its participants and
to clear and settle transactions between Euroclear Participants through
simultaneous electronic book-entry delivery against payment, eliminating the
need for physical movement of certificates and eliminating any risk from lack of
simultaneous transfers of securities and cash. Euroclear provides various other
services, including securities lending and borrowing and interfaces with
domestic markets in several countries. Euroclear is operated by Euroclear Bank
S.A./NV (the "Euroclear Operator"), under contract with Euroclear Clearance
Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All
operations are conducted by the Euroclear Operator, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with the Euroclear
Operator not the Cooperative. The Cooperative establishes policy for Euroclear
on behalf of Euroclear participants. Euroclear participants include banks
(including central banks), securities brokers and dealers and other professional
financial intermediaries and may include the underwriters. Indirect access to
Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear participant, either directly or
indirectly.

     The Euroclear Operator has advised us that it is licensed by the Belgian
Banking and Finance Commission to carry out banking activities on a global
basis. As a Belgian bank, it is regulated and examined by the Belgian Banking
Commission.

     Securities clearance accounts and cash accounts with the Euroclear operator
are governed by the terms and conditions governing use of Euroclear. The related
operating procedures of the Euroclear System and applicable Belgian law govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear operator acts only on behalf of Euroclear participants and has no
record of or relationship with persons holding through Euroclear participants.

     Distributions on the book-entry certificates will be made on each
distribution date by the securities administrator to DTC. DTC will be
responsible for crediting the respective amounts to the accounts of the
applicable DTC participants in accordance with DTC's normal procedures. Each DTC
participant will be responsible for disbursing the payments to the beneficial
owners of the book-entry certificates that it represents and to each financial
intermediary for which it acts as agent. In turn, each financial intermediary
will be responsible for disbursing funds to the beneficial owners of the
book-entry certificates that it represents.

     Under a book-entry format, beneficial owners of the book-entry certificates
may experience some delay in their receipt of payments, since such payments will
be forwarded by the securities administrator to Cede & Co. Distributions with
respect to 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 European depositary. Distributions will be subject to
tax reporting in accordance with relevant United States tax laws and
regulations. See "Material Federal Income Tax Consequences--REMIC Certificates--
C. Regular Certificates-- Non-U.S. Persons" and "--Information Reporting


                                     S-130



and Backup Withholding" in the prospectus. 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 DTC, or otherwise
take actions in respect of the book-entry certificates, may be limited due to
the lack of physical certificates. In addition, issuance of certificates in
book-entry form may reduce the liquidity of the certificates in the secondary
market since certain potential investors may be unwilling to purchase
certificates for which they cannot obtain physical certificates.

     Monthly and annual reports on the trust will be provided to Cede & Co., as
nominee of DTC, and may be made available by Cede & Co. to beneficial owners
upon request, in accordance with DTC's rules, and to the financial
intermediaries to whose DTC accounts the book-entry certificates of such
beneficial owners are credited.

     DTC has advised the trustee and securities administrator 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 such actions are taken on behalf of financial intermediaries
whose holdings include book-entry certificates. Clearstream or the Euroclear
operator, as the case may be, will take any other action permitted to be taken
by a certificateholder 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
European depositary to effect such actions on its behalf through DTC. DTC may
take actions, at the direction of the related participants, with respect to some
book-entry certificates which conflict with actions taken with respect to other
book-entry certificates.

     Definitive certificates will be issued to beneficial owners of book-entry
certificates, or their nominees, rather than to DTC, only if

          o    DTC or the depositor advises the securities administrator in
               writing that DTC is no longer willing, qualified or able to
               discharge properly its responsibilities as nominee and depository
               with respect to the book-entry certificates and the depositor or
               the securities administrator is unable to locate a qualified
               successor; or

          o    after the occurrence of an event of default under the pooling and
               servicing agreement, beneficial owners having percentage
               ownership interests aggregating not less than 51% of the
               book-entry certificates advise the securities administrator and
               DTC, through the financial intermediaries and the DTC
               participants in writing, that the continuation of the book-entry
               system through DTC (or a successor thereto) is no longer in the
               best interests of beneficial owners.

     Upon the occurrence of any of the events described in the immediately
preceding paragraph, the securities administrator will use all reasonable
efforts to notify the beneficial owners of the occurrence of the 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 re-registration, the securities administrator will issue
definitive certificates, and thereafter the securities administrator will
recognize the holders of the definitive certificates as "Certificateholders"
under the pooling and servicing agreement. The definitive certificates will be
transferable and exchangeable at the offices of the securities administrator
from time to time for these purposes. The securities administrator has initially
designated its offices located at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479 for such purposes.

     Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of book-entry certificates among
participants of DTC, Clearstream and Euroclear, they are under no obligation to
perform or continue to perform these procedures, which may be discontinued at
any time.

     None of the depositor, the master servicer, the securities administrator or
the trustee will have any responsibility for any aspect of the records relating
to, or payments made on account of, beneficial ownership interests of the
book-entry certificates held by Cede & Co., as nominee for DTC, or for
maintaining, supervising or reviewing any records relating to the beneficial
ownership interests. The trustee and securities administrator will not be
required to monitor, determine or inquire as to compliance with the transfer
restrictions with respect to the subordinate certificates in the form of
book-entry certificates, and the trustee will have no liability for transfers of
book-entry certificates or any interests therein made in violation of the
restrictions on transfer described in this prospectus supplement and the pooling
and servicing agreement.


                                     S-131



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

PRIORITY OF DISTRIBUTIONS ON THE CERTIFICATES

     As more fully described in this prospectus supplement, on each distribution
date distribution of Available Funds from each loan group (and, solely in the
case of priority third in clause (1) below, amounts received from the Yield
Maintenance Agreements) will be made in the following order of priority:

     (1)  with respect to the Available Funds from each loan group:

          first,  on the distribution date in June 2016 and on each distribution
                  date thereafter, for deposit in to the final maturity reserve
                  account, the final maturity reserve amount for the related
                  loan group;

          second, current interest on the Class A-1, Class A-2, Class A-3, Class
                  A-X and Class A-R Certificates, on a pro rata basis with
                  respect to each class of certificates related to the same loan
                  group; provided, however, that any shortfall in Available
                  Funds for the related loan group will be allocated among the
                  senior classes of senior certificates relating to such loan
                  group on a pro rata basis; provided, further, that for the
                  purpose of distributions to the Class A-X Certificates, only
                  the portion of the certificate notional amount derived from
                  the group 1 mortgage loans will be used to calculate
                  distributions to the Class A-X Certificates from Available
                  Funds for loan group 1, only the portion of the certificate
                  notional amount derived from the group 2 mortgage loans will
                  be used to calculate distributions to the Class A-X
                  Certificates from Available Funds for loan group 2 and only
                  the portion of the certificate notional amount derived from
                  the group 3 mortgage loans will be used to calculate
                  distributions to the Class A-X Certificates from Available
                  Funds for loan group 3; provided, further for purposes of
                  computing current interest at this priority on the Class A-1,
                  Class A-2 and Class A-3 Certificates, the pass-through rates
                  of each such class shall be deemed subject to a cap equal to
                  the net WAC (as defined below) of the related loan group,
                  adjusted to reflect the accrual of interest on the basis of a
                  360-day year and the actual number of days elapsed in the
                  related interest accrual period;

          third,  from funds provided under the related Yield Maintenance
                  Agreement, first, to the Class A-1, Class A-2 and Class A-3
                  Certificates, any amount of current interest not paid to such
                  classes in clause second of priority (1) above up to their
                  respective pass-through rates and second, any remaining amount
                  received under each Yield Maintenance Agreement will be
                  distributed to the Class A-X Certificates; and

          fourth, principal of the related class of senior certificates (except
                  that the Class A-R and Class A-1 Certificates will receive
                  payments of principal sequentially, in that order, from
                  payments received on the group 1 mortgage loans) calculated as
                  described under "--Principal" below;

     (2)  with respect to all remaining Available Funds for all loan groups:

          first,  current interest on, and then principal of, each class of
                  subordinate certificates, in the order of their numerical
                  class designations beginning with the Class B-1 Certificates,
                  subject to certain limitations described under "--Principal"
                  below; and

          second, the Class A-R Certificate.

     The priority of distributions described above will be subject to change if
a loan group is subject to rapid prepayments or disproportionately high realized
losses, as described under "--Limited Cross-Collateralization" below.

     The "net WAC" of a loan group for any distribution date is equal to the
weighted average of the net loan rates of the mortgage loans in that loan group,
as of the first day of the related Due Period (or, in the case of the first


                                     S-132



distribution date, as of the cut-off date), weighted on the basis of their
related Stated Principal Balances as of the first day of the month prior to the
month of that distribution date (or, in the case of the first distribution date,
as of the cut-off date).

     The net loan rate for each mortgage loan will be equal to the loan rate on
such mortgage loan less the sum of the rates at which the master servicing fee,
the related servicing fee, any retained interest, and after June 2016, the
related Final Maturity Reserve Rate, are calculated.

INTEREST

     Calculation of Interest. On each distribution date, each class of
certificates will be entitled to receive, to the extent of funds available, an
amount allocable to interest ("current interest") for the related interest
accrual period equal to

          o    interest at the applicable pass-through rate on the certificate
               principal balance or certificate notional amount, as applicable,
               immediately prior to such distribution date, of that class

     plus

          o    unpaid interest amounts consisting of the excess of all amounts
               calculated in accordance with the preceding bullet on all prior
               distribution dates over the amount actually distributed as
               interest on the prior distribution dates.

     The interest accrual period for the Class A-1, Class A-2 and Class A-3
Certificates will be the period beginning on the prior distribution date (or the
closing date, in the case of the first distribution date) and ending on the day
immediately preceding such distribution date. The interest accrual period for
the Class A-X and Class A-R Certificates and the subordinate certificates will
be the calendar month immediately preceding the month in which that distribution
date occurs.

     Interest on the Class A-1, Class A-2 and Class A-3 Certificates will accrue
on the basis of a 360-day year and the actual number of days elapsed in the
related interest accrual period. Interest on the Class A-X and Class A-R
Certificates and the subordinate certificates will accrue on the basis of a
360-day year composed of twelve 30-day months.

     The interest entitlement described above for each class of certificates for
any distribution date will be reduced by the amount of net interest shortfall
experienced by the related mortgage loans. See "--Net Interest Shortfall" below.

     The certificate notional amount of the Class A-X Certificates with respect
to any distribution date on or prior to the distribution date in June 2009 will
equal the aggregate certificate principal balances of the Class A-1, Class A-2
and Class A-3 Certificates immediately before such distribution date. After the
distribution date in June 2009, the certificate notional balance of the Class
A-X Certificates will equal zero. The initial Class A-X certificate notional
amount will be approximately $1,505,407,000.

     Pass-Through Rates. The pass-through rates of the certificates for any
distribution date are calculated as described below.

     The "pass-through rate" of the Class A-1 Certificates on any distribution
date on or before the Auction Distribution Date will be the sum of (i) LIBOR and
(ii) 0.090% per annum (the "Class A-1 Margin"). On each distribution date after
the Auction Distribution Date, the "pass-through rate" of the Class A-1
Certificates will be equal to a per annum rate equal to the product of (i) the
net WAC of loan group 1, less, on and after the distribution date in June 2016,
the related Final Maturity Reserve Rate and (ii) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
related interest accrual period for such certificates.

     The "pass-through rate" of the Class A-2 Certificates on any distribution
date on or before the Auction Distribution Date will be the sum of (i) LIBOR and
(ii) 0.105% per annum (the "Class A-2 Margin"). On each distribution date after
the Auction Distribution Date, the "pass-through rate" of the Class A-2
Certificates will be equal to a per annum rate equal to the product of (i) the
net WAC of loan group 2, less, on and after the distribution


                                     S-133



date in June 2016, the related Final Maturity Reserve Rate and (ii) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days in the related interest accrual period for such certificates.

     The "pass-through rate" of the Class A-3 Certificates on any distribution
date on or before the Auction Distribution Date will be the sum of (i) LIBOR and
(ii) 0.110% per annum (the "Class A-3 Margin"). On each distribution date after
the Auction Distribution Date, the "pass-through rate" of the Class A-3
Certificates will be equal to a per annum rate equal to the product of (i) the
net WAC of loan group 3, less, on and after the distribution date in June 2016,
the related Final Maturity Reserve Rate and (ii) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
related interest accrual period for such certificates.

     The "pass-through rate" of the Class A-X Certificates on any distribution
date on or before the Auction Distribution Date will be equal to an annual rate
calculated as the weighted average (weighted based on the relative certificate
principal balances of the Class A-1, Class A-2 or Class A-3 Certificates
immediately prior to such distribution date) of the excess of (a) the net WAC
applicable to each loan group over (b) the pass-through rate of the Class A-1,
Class A-2 or Class A-3 Certificates, as applicable, computed for this purpose by
subjecting the pass-through rates on each such class to a cap equal to the
weighted average of the net loan rates of the related loan group as of the first
day of the related due period (provided, however, that the pass-through rate for
each such class of certificates will be adjusted for this purpose by multiplying
that pass-through rate by a fraction, the numerator of which is the actual
number of days in the applicable accrual period and the denominator of which is
30). The Class A-X Certificates will not be entitled to any interest
distributions on any distribution date after the Auction Distribution Date.

     The "pass-through rate" of the Class A-R Certificate on any distribution
date will be equal to the net WAC applicable to loan group 1.

     The "pass-through rate" of the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates on any distribution date will be equal to
the weighted average (weighted on the basis of the related Subordinate Component
for each loan group) of the net WAC applicable to each loan group, less on and
after the distribution date in June 2016, the related Final Maturity Reserve
Rate.

     Net Interest Shortfall. The interest entitlement of each class of
certificates on each distribution date as described under "--Calculation of
Interest" above will be reduced by its share, as described below, of the amount
of net interest shortfall experienced by (a) the related loan group, in the case
of the senior certificates and (b) by all three loan groups, in the case of the
Class A-X Certificates and the subordinate certificates. For each distribution
date and loan group, the "net interest shortfall" will be equal to the sum of

          o    the amount, if any, by which the aggregate prepayment interest
               shortfall experienced by the mortgage loans in the related group
               during the preceding calendar month exceeds the compensating
               interest paid by the related servicers or the master servicer for
               the related distribution date as described under "The
               Servicers--Prepayment Interest Shortfalls," plus

          o    the amount by which the interest that would otherwise have been
               received on any related mortgage loan was reduced due to
               application of the Relief Act.

     See "Material Legal Aspects of the Loans--Servicemembers Civil Relief Act"
in the prospectus and "Description of the Certificates--Allocation of Losses" in
this prospectus supplement.

     The net interest shortfall for a loan group on any distribution date will
be allocated among all classes of the related senior certificates and all
classes of the subordinate certificates entitled to receive distributions of
interest on such distribution date from such loan group, based on (a) in the
case of the senior certificates (other than the Class A-X Certificates), the
amount of interest which the respective classes of certificates would otherwise
be entitled to receive with respect to such loan group on that distribution
date, (b) in the case of the Class A-X Certificates, the amount of interest the
Class A-X Certificates would otherwise be entitled to receive from such loan
group, based on the portion of its certificate notional balance attributable to
such loan group and (c) in the case of the subordinate certificates, the amount
of interest accrued on their Apportioned Principal Balances attributable to such
loan group, in each case before taking into account any reduction in those
amounts due to the net interest shortfall; provided, however, that on any
distribution date after the Senior Termination Date for a loan group, net
interest shortfalls for


                                     S-134



that loan group will be allocated to the classes of subordinate certificates
based on the amount of interest each such class of subordinate certificates
would otherwise be entitled to receive on that distribution date.

     If on any distribution date, Available Funds for a loan group in the
distribution account applied in the order described under "--Priority of
Distributions on the Certificates" above are not sufficient to make a full
distribution of the interest entitlement on the certificates in that loan group,
interest will be distributed on each related class of certificates of equal
priority pro rata based on the amount of interest it would otherwise have been
entitled to receive in the absence of the shortfall. Any unpaid interest amount
will be carried forward and added to the amount that class of certificates will
be entitled to receive on the next distribution date. A shortfall could occur,
for example, if delinquencies or losses realized on the mortgage loans in a loan
group were exceptionally high or were concentrated in a particular month or, if
the Yield Maintenance Counterparty defaults under the related Yield Maintenance
Agreement, as described under "--The Yield Maintenance Agreement" below. Any
unpaid interest amount so carried forward will not bear interest.

     The Yield Maintenance Agreements. On the closing date, the securities
administrator will enter into three yield maintenance agreements (the "Yield
Maintenance Agreements") with the Yield Maintenance Counterparty (as defined
below). The securities administrator will establish an account (the "Yield
Maintenance Account"), which will be an asset of the trust. The securities
administrator will deposit into the Yield Maintenance Account amounts received
by it pursuant to the Yield Maintenance Agreements. The Yield Maintenance
Agreements will relate to (i) the Class A-1 Certificates, (ii) the Class A-2
Certificates and (iii) the Class A-3 Certificates (collectively, the "Yield
Maintained Certificates"). Each of the Yield Maintained Certificates will be
entitled to payments only from the Yield Maintenance Agreement related to such
class of certificates.

     Beginning on the second distribution date, payments under the related Yield
Maintenance Agreement for each of the Yield Maintained Certificates will be made
based on an amount equal to the product of (i) the excess, if any, of (x) LIBOR,
over (y) the applicable Strike Rate (as defined below), (ii) the applicable
Yield Maintenance Scheduled Balance (as defined below) and (iii) a fraction, the
numerator of which is the actual number days in the related interest accrual
period and the denominator of which is 360. The aggregate of all payments made
on the day prior to each distribution date pursuant to a Yield Maintenance
Agreement is referred to in this prospectus supplement as a "Yield Maintenance
Payment."

     On each distribution date with respect to which a Yield Maintenance Payment
is received under a Yield Maintenance Agreement, the securities administrator
will pay to the related Certificateholders, up to the amount of current interest
that each such class would have been entitled to receive based upon its
pass-through rate, to the extent not paid out of the Available Funds for such
Payment Date. Any funds from the Yield Maintenance Payment remaining in the
Yield Maintenance Account after payment of current interest to the Yield
Maintained Certificates, as calculated in the preceding sentence, will be
distributed to the Class A-X Certificates.

     The "Yield Maintenance Scheduled Balance" with respect to each Yield
Maintenance Agreement for each applicable distribution date will be equal to the
aggregate certificate principal balance of the related Yield Maintained
Certificates for the immediately preceding distribution date, after giving
effect to distributions on such distribution date (or as of the closing date for
the first distribution date).

     The "Strike Rate" for the Yield Maintenance Agreement relating to the Class
A-1 Certificates will equal the excess of (i) the lesser of (a) 4.24% multiplied
by 30 divided by the actual number of days in the interest accrual period and
(b) the net WAC of the mortgage loans in loan group 1 as of the first day of the
related due period (or, in the case of the first distribution date, the cut-off
date) multiplied by 30 divided by the actual number of days in the interest
accrual period, over (ii) the Class A-1 Margin.

     The "Strike Rate" for the Yield Maintenance Agreement relating to the Class
A-2 Certificates will equal the excess of (i) the lesser of (a) 4.99% multiplied
by 30 divided by the actual number of days in the interest accrual period and
(b) the net WAC of the mortgage loans in loan group 2 as of the first day of the
related due period (or, in the case of the first distribution date, the cut-off
date) multiplied by 30 divided by the actual number of days in the interest
accrual period, over (ii) the Class A-2 Margin.

     The "Strike Rate" for the Yield Maintenance Agreement relating to the Class
A-3 Certificates will equal the excess of (i) the lesser of (a) 5.12% multiplied
by 30 divided by the actual number of days in the interest accrual period and
(b) the net WAC of the mortgage loans in loan group 3 as of the first day of the
related due period (or, in


                                     S-135



the case of the first distribution date, the cut-off date) multiplied by 30
divided by the actual number of days in the interest accrual period, over (ii)
the Class A-3 Margin.

     After the distribution date in June 2009, the Yield Maintenance Scheduled
Balance with respect to each Yield Maintenance Agreement will be equal to zero,
and the related Yield Maintenance Agreement will be terminated.

     The Yield Maintenance Counterparty. The Royal Bank of Scotland plc (the
"Yield Maintenance Counterparty") is a company limited by shares incorporated
under the law of Scotland and is the principal operating subsidiary of The Royal
Bank of Scotland Group plc ("RBS Group"), which, together with its subsidiaries,
is a diversified financial services group engaged in a wide range of banking,
financial and finance related activities in the United Kingdom and
internationally. The short-term unsecured and unguaranteed debt obligations of
the Yield Maintenance Counterparty are currently rated "A-1+" by S&P, "P-1" by
Moody's and "F1+" by Fitch. The long-term, unsecured, unsubordinated and
unguaranteed debt obligations of the Yield Maintenance Counterparty are
currently rated "AA" by S&P, "Aa1" by Moody's and "AA+" by Fitch. Except for the
information provided in this paragraph, neither the Yield Maintenance
Counterparty nor the RBS Group has been involved in the preparation of, and do
not accept responsibility for, this prospectus supplement or the accompanying
prospectus. The Yield Maintenance Counterparty is an affiliate of Greenwich
Capital Markets, Inc., an underwriter.

     As of the cut-off date, the Yield Maintenance Counterparty, together with
its affiliates, will have an aggregate significance percentage of less than 10%
with respect to the applicable certificates as calculated in accordance with
Item 1115 of Regulation AB.

     The Yield Maintenance Agreements are terminable by the trust or the Yield
Maintenance Counterparty following the occurrence of certain specified events of
default, including failure of the Yield Maintenance Counterparty to make
required payments, and certain standard events under the 1992 International
Swaps and Derivatives Association, Inc. Master Swap Agreement (Multicurrency
Cross-Border). In addition, upon a ratings downgrade of the Yield Maintenance
Counterparty below the levels specified in the Yield Maintenance Agreements, the
Yield Maintenance Counterparty may be required to post collateral or assign the
Yield Maintenance Agreements to another counterparty if specified in the related
Yield Maintenance Agreement.

     Determination of LIBOR. On the second LIBOR Business Day (as defined below)
preceding the commencement of each interest accrual period up to and including
the interest accrual period applicable to the Auction Distribution Date (each
such date, a "LIBOR Determination Date"), the securities administrator will
determine LIBOR based on the "Interest Settlement Rate" for U.S. dollar deposits
of one-month maturity set by the British Bankers' Association (the "BBA") as of
11:00 a.m. (London time) on the LIBOR Determination Date ("LIBOR").

     The BBA's Interest Settlement Rates are currently displayed on the Dow
Jones Telerate Service page 3750 (such page, or such other page as may replace
page 3750 on that service or such other service as may be nominated by the BBA
as the information vendor for the purpose of displaying the BBA's Interest
Settlement Rates for deposits in U.S. dollars, the "Designated Telerate Page").
Such Interest Settlement Rates are also currently available on Reuters Monitor
Money Rates Service page "LIBOR01" and Bloomberg L.P. page "BBAM." The BBA's
Interest Settlement Rates currently are rounded to five decimal places.

     A "LIBOR Business Day" is any day on which banks in London and New York are
open for conducting transactions in foreign currency and exchange.

     With respect to any LIBOR Determination Date, if the BBA's Interest
Settlement Rate does not appear on the Designated Telerate Page as of 11:00 a.m.
(London time) on such date, or if the Designated Telerate Page is not available
on such date, the securities administrator will obtain such rate from the
Reuters or Bloomberg page. If such rate is not published for such LIBOR
Determination Date, LIBOR for such date will be the most recently published
Interest Settlement Rate. In the event that the BBA no longer sets an Interest
Settlement Rate, the securities administrator will designate an alternative
index that has performed, or that the securities administrator expects to
perform, in a manner substantially similar to the BBA's Interest Settlement
Rate. The securities administrator will select a particular index as the
alternative index only if it receives an opinion of counsel (furnished at the
trust's expense) that the selection of such index will not cause any REMIC to
lose its classification as a REMIC for federal income tax purposes.


                                     S-136



     The establishment of LIBOR on each LIBOR Determination Date by the
securities administrator and the securities administrator's calculation of the
pass-through rates applicable to the certificates for the related interest
accrual period will (in the absence of manifest error) be final and binding.

     LIBOR for the first distribution date will be determined two business days
prior to the closing date.

PRINCIPAL

     General. All payments and other amounts received in respect of principal of
the mortgage loans in each loan group will be allocated between the related
senior certificates (other than the Class A-X Certificates) and the subordinate
certificates.

     Principal Distribution Amount. On each distribution date, the Principal
Distribution Amount with respect to each loan group will be applied as principal
to the related class or classes of senior certificates (other than the Class A-X
Certificates) and to the subordinate certificates in respect of the related
Subordinate Component.

     Senior Principal Distribution Amount. On each distribution date, the
Principal Distribution Amount, up to the Senior Principal Distribution Amount
for each loan group, will be distributed as principal of the related class or
classes of senior certificates (other than the Class A-X Certificates) as
follows:

          o    with respect to group 1 mortgage loans, sequentially to (i) the
               Class A-R Certificate and then (ii) the Class A-1 Certificates,
               until their respective certificate principal balances are reduced
               to zero;

          o    with respect to group 2 mortgage loans, to the Class A-2
               Certificates, until their certificate principal balance is
               reduced to zero; and

          o    with respect to group 3 mortgage loans, to the Class A-3
               Certificates, until their certificate principal balances are
               reduced to zero.

     The amount of principal available for distributions to the senior
certificates (other than the Class A-X Certificates) for a loan group may be
increased if such loan group is experiencing rapid prepayments or
disproportionately high realized losses, as described under "--Limited
Cross-Collateralization" below.

     If on any distribution date a Senior Termination Date has occurred with
respect to two loan groups, the Senior Principal Distribution Amount for the
remaining senior certificates (other than the Class A-X Certificates) will be
calculated pursuant to the above formula based on all of the mortgage loans, as
opposed to the mortgage loans in the related loan group only.

     If on any distribution date the allocation to the class or classes of
senior certificates (other than the Class A-X Certificates) then entitled to
distributions of scheduled principal and full and partial principal prepayments
and other amounts in the percentages required above would reduce the outstanding
certificate principal balance of the class or classes below zero, the
distribution to the class or classes of certificates of the related Senior
Prepayment Percentage and related Senior Percentage of those amounts for that
distribution date will be limited to the amounts necessary to reduce the related
certificate principal balance(s) to zero.

     Subordinate Principal Distribution Amount. Except as provided in the next
paragraph, each class of subordinate certificates will be entitled to receive on
each distribution date its pro rata share of the Subordinate Principal
Distribution Amount (based on its respective certificate principal balance) for
all loan groups, in each case to the extent of the amount available from
Available Funds for distribution of principal on that class, as described under
"--Priority of Distributions on the Certificates" above. Distributions of
principal on the subordinate certificates will be made on each distribution date
to the classes of subordinate certificates in the order of their numerical class
designations, beginning with the Class B-1 Certificates, until each such class
has received its respective pro rata share for that distribution date.

     The amount of principal available for distribution to the subordinate
certificates may be reduced if a loan group experiences rapid prepayments or
disproportionately high realized losses, as described under "--Limited
Cross-Collateralization" below.


                                     S-137



     Under the definition of Subordinate Principal Distribution Amount, the
subordinate certificates will only be entitled to receive the Subordinate
Percentage or the Subordinate Prepayment Percentage of any Principal
Distribution Amount for the related distribution date. Until the distribution
date in July 2013, the Subordinate Prepayment Percentage will generally equal
zero unless the senior certificates are paid down to zero or the credit
enhancement provided by the subordinate certificates has doubled since the
closing date and certain performance tests have been satisfied.

     With respect to each class of subordinate certificates, if on any
distribution date the sum of the Class Subordination Percentage of that class
and the aggregate Class Subordination Percentage of all classes of subordinate
certificates which have higher numerical class designations than that class is
less than the Original Applicable Credit Support Percentage, no distribution of
principal prepayments will be made to any such classes and the amount otherwise
distributable to those classes in respect of principal prepayments will be
allocated among the remaining classes of subordinate certificates, pro rata,
based upon their respective certificate principal balances.

     The approximate Original Applicable Credit Support Percentages for the
subordinate certificates on the date of issuance of the certificates are
expected to be as follows:

Class B-1...........................   3.15%
Class B-2...........................   2.05%
Class B-3...........................   1.30%
Class B-4...........................   0.85%
Class B-5...........................   0.60%
Class B-6...........................   0.40%

     Limited Cross-Collateralization.

     Cross-Collateralization Due to Rapid Prepayments in a Loan Group. The
priority of distributions of principal prepayments will change in the case where
a loan group or loan groups are experiencing rapid prepayments provided all the
following conditions are met:

     o    the aggregate certificate principal balance of the senior certificates
          (other than the Class A-X Certificates) related to a loan group or
          loan groups have been reduced to zero;

     o    the distribution date is prior to the Senior Credit Support Depletion
          Date; and

     o    either (i) the Aggregate Subordinate Percentage on that date is less
          than 200% of the Aggregate Subordinate Percentage as of the closing
          date or (ii) the outstanding principal balance of all mortgage loans
          delinquent 60 days or more (including mortgage loans in foreclosure
          and REO property), averaged over the last six months, as a percentage
          of the aggregate certificate principal balance of the subordinate
          certificates, is greater than or equal to 50%.

     When all of these three conditions are satisfied, all principal prepayments
received with respect to the mortgage loans in a loan group relating to the
senior certificates which have been paid in full will be applied as a
distribution of principal to the remaining outstanding senior certificates
(other than the Class A-X Certificates) related to other loan groups (pro rata
based on their certificate principal balances) rather than applied as a
principal distribution to the subordinate certificates. Such principal
prepayments would be distributed in the same priority as such certificates would
receive other distributions of principal.

     Cross-Collateralization Due to Disproportionate Realized Losses in a Loan
Group. If, on any distribution date, the aggregate certificate principal balance
of the senior certificates (other than the Class A-X Certificates) related to a
loan group is greater than the aggregate principal balance of the mortgage loans
in such loan group (such senior certificates related to such loan group or
groups, the "undercollateralized group" or "groups" and the senior certificates
related to any other loan group or groups, the "overcollateralized group" or
"groups"), then the priority of distributions described in this prospectus
supplement will be altered as follows:

     The Available Funds for the overcollateralized group or groups, to the
extent remaining following distributions of interest and principal to the
related senior certificates of such loan group or groups will be paid in the
following priority:


                                     S-138



     o    first, up to an amount necessary to equal, for each
          undercollateralized group, the sum of the accrued interest amount and
          the principal deficiency amount for each such undercollateralized
          group will be distributed to the senior certificates (other than the
          Class A-X Certificates) related to each such undercollateralized group
          first in payment of accrued but unpaid interest, if any, and then as
          principal in the same order and priority as they would receive other
          distributions of principal; and

     o    second, any remaining amount will be distributed pursuant to paragraph
          (2) under "--Priority of Distributions on the Certificates" in this
          prospectus supplement.

     In the event that there are two undercollateralized groups, amounts paid
from the overcollateralized group or groups will be allocated in proportion to
the amount of undercollateralization for each such undercollateralized group.

     On each distribution date, the "accrued interest amount" for an
undercollateralized group will equal one month's interest on the applicable
principal deficiency amount at the pass-through rate of the related
certificates, plus any shortfall of interest on the senior certificates of such
undercollateralized group from prior distribution dates, pro rata in proportion
to the accrued interest amounts.

     On each distribution date, the "principal deficiency amount" for an
undercollateralized group will equal the excess of the aggregate certificate
principal amount of the senior certificates (other than the Class A-X
Certificates) related to that undercollateralized group over the aggregate
principal balance of the mortgage loans in that loan group.

FINAL MATURITY RESERVE TRUST

     On the Closing Date, pursuant to the pooling and servicing agreement a
separate trust will be established (the "Final Maturity Reserve Trust"), the
sole asset of which will be a separate account (the "Final Maturity Reserve
Account") and the funds therein. Beginning on the distribution date in June 2016
and on each distribution date up to and including the earlier of the
distribution date in June 2036 or the termination of the trust, the securities
administrator will deposit in the Final Maturity Reserve Account the Final
Maturity Reserve Amount (as defined below) for each distribution date and each
applicable loan group from the Available Funds as set forth under "--Priority of
Distributions on the Certificates."

     On the earlier of the distribution date in June 2036 and the termination of
the trust, all amounts on deposit in the Final Maturity Reserve Account will be
distributed to the certificateholders other than the Class A-X
Certificateholders. It is intended that these amounts together with the other
available funds will be sufficient to retire the offered certificates and the
Class B-4, Class B-5 and Class B-6 Certificates on the final scheduled
distribution date, even though mortgage loans having 40-year terms to maturity
may remain outstanding. Any investment earnings on amounts on deposit in the
Final Maturity Reserve Account will remain in such account and will be
distributed as described below. The Final Maturity Reserve Trust will terminate
upon the earlier of (a) the termination of the trust and (b) the distribution
date occurring in June 2036.

     Amounts on deposit in the Final Maturity Reserve Account will constitute an
asset of the Final Maturity Reserve Trust but will not be an asset of any REMIC.

     Application of Amounts on Deposit in the Final Maturity Reserve Account. On
the earlier of the distribution date in June 2036 and the termination of the
trust, funds on deposit in the Final Maturity Reserve Account will be
distributed in the following order of priority:

          (1) to the Class A-1, Class A-2 and Class A-3 Certificates,
     concurrently, in proportion to their respective certificate principal
     balances, after giving effect to principal distributions on such
     distribution date (as described under "--Priority of Distributions" above),
     in reduction of their respective certificate principal balances, until the
     certificate principal balance of each such class has been reduced to zero;

          (2) to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
     Class B-6 Certificates, in that order, after giving effect to principal
     distributions on such distribution date (as described under "--Priority of
     Distributions on the Certificates" above), in reduction of their respective
     certificate principal balances, until the certificate principal balance of
     each such class has been reduced to zero;


                                     S-139



          (3) to the offered certificates (other than the Class A-X
     Certificates) and the Class B-4, Class B-5 and Class B-6 Certificates, any
     current interest for each such class remaining unpaid on such distribution
     date (as described under "--Priority of Distributions on the Certificates"
     above); and

          (4) to the extent of the remaining Final Maturity Reserve Amount after
     payment pursuant to clauses (1) through (3) above, to the Class I
     Certificates as described in the pooling and servicing agreement.

ALLOCATION OF LOSSES

     On each distribution date, the principal portion of all realized losses
with respect to the mortgage loans in any loan group will be allocated first to
the classes of subordinate certificates, in the reverse order of their numerical
class designations (beginning with the class of subordinate certificates then
outstanding with the highest numerical class designation), in each case until
the certificate principal balances of the respective classes of subordinate
certificates have been reduced to zero, and then to the related class or classes
of senior certificates (other than the Class A-X Certificates), pro rata, until
their respective certificate principal balances have been reduced to zero. If on
any distribution date the aggregate of the certificate principal balances of all
classes of certificates following all distributions and the allocation of
realized losses on that distribution date exceeds the Pool Balance as of the
first day of the month of that distribution date, the certificate principal
balance of the class of subordinate certificates then outstanding with the
highest numerical class designation will be reduced by the amount of the excess.

     On each distribution date and with respect to any mortgage loan group, the
interest portion of realized losses will reduce the amount available for
distribution on the related distribution date to the class of subordinate
certificates with the highest numerical class designation which is outstanding
on that date and, when the subordinate certificates are reduced to zero, to the
related class of senior certificates (other than the Class A-X Certificates).

SUBORDINATION OF THE SUBORDINATE CERTIFICATES

     General. The rights of the holders of the subordinate certificates to
receive distributions with respect to the mortgage loans will be subordinated to
the rights of the holders of the senior certificates and the rights of the
holders of each class of subordinate certificates (other than the Class B-1
Certificates) to receive the distributions will be further subordinated to the
rights of the class or classes of subordinate certificates with lower numerical
class designations, in each case only to the extent described in this prospectus
supplement. The subordination of the subordinate certificates to the senior
certificates and the further subordination among the subordinate certificates is
intended to provide the certificateholders having higher relative payment
priority with protection against realized losses. Realized losses will be
allocated to the class of subordinate certificates then outstanding with the
highest numerical class designation.

MANDATORY AUCTION OF THE AUCTION CERTIFICATES

     Prior to the distribution date in June 2009 (the "Auction Distribution
Date"), Wells Fargo Bank, as securities administrator (in this capacity, the
"Auction Administrator"), will auction the Class A-1, Class A-2 and Class A-3
Certificates (the "Auction Certificates") to third-party investors.

     ON THE AUCTION DISTRIBUTION DATE, EACH CLASS OF AUCTION CERTIFICATES STILL
OUTSTANDING WILL BE TRANSFERRED TO THIRD-PARTY INVESTORS. In the event that the
certificates are held in book-entry form, the Auction Administrator will direct
DTC to transfer the Auction Certificates from the holders to the applicable
third-party investors. In the event that the Auction Certificates are no longer
held in book-entry form, the holders of each class of Auction Certificates will
be required to deliver their certificates to the securities administrator for
transfer to third-party investors or, if not so delivered, the securities
administrator will deem those certificates cancelled and will issue new
certificates to the third-party investors. After distribution of Available Funds
by the securities administrator on the Auction Distribution Date under
"--Priority of Distributions on the Certificates," the Auction Administrator
will distribute to the holders of each class of Auction Certificates the Par
Price (as defined below) for such certificates (to the extent that amount is
received from the third-party investors who purchased that class of certificates
at auction and, if applicable, from the Auction Swap Counterparty pursuant to
the Auction Swap Agreement (as defined below)). The Par Price due to the holders
of any cancelled, but not surrendered Auction Certificates no longer held in
book-entry form will be paid only upon surrender of those certificates, without
any accrued interest on the Par Price from the Auction Distribution Date.


                                     S-140



     On or before the Closing Date, the Auction Administrator will enter into an
auction swap contract (the "Auction Swap Agreement") with the Auction Swap
Counterparty. Pursuant to the Auction Swap Agreement, the Auction Swap
Counterparty will be obligated to pay to the Auction Administrator the excess,
if any, of the Par Price over the Auction Proceeds for each class of Auction
Certificates; and the Auction Administrator will be obligated to pay to the
Auction Swap Counterparty or its designee the excess, if any, of the Auction
Proceeds over the Par Price for each class of Auction Certificates. A separate
auction will be held for each class of Auction Certificates and, therefore, the
Auction Proceeds and the Par Price will be calculated separately for each class.
In the event that all or a portion of a class of Auction Certificates is not
sold in the auction, the Auction Proceeds for such unsold certificates will be
deemed to be zero and the Auction Swap Counterparty will pay the Auction
Administrator the entire outstanding principal balance of the unsold
certificates, after application of all interest and principal distributions and
allocation of realized losses and Recoveries on the Auction Distribution Date,
in exchange for such certificates.

     The "Auction Proceeds" is for each class of Auction Certificates, the
proceeds from the sale of such Auction Certificates by the Auction Administrator
to third-party investors.

     The "Par Price" is the certificate principal balance of the applicable
Auction Certificates after application of all principal distributions and
allocation of realized losses and Recoveries on the Auction Distribution Date.

     The Auction Swap Counterparty. Credit Suisse International ("CSi" or the
"Auction Swap Counterparty") was incorporated in England and Wales under the
Companies Act 1985 on May 9, 1990 with registered no. 2500199 and was
re-registered as unlimited under the name "Credit Suisse Financial Products" on
July 6, 1990. Its registered office and principal place of business is at One
Cabot Square, London E14 4QJ. CSi is an English bank and is regulated as a
European Union credit institution by The Financial Services Authority ("FSA")
under the Financial Services and Market Act 2000. The FSA has issued a scope of
permission notice authorizing CSi to carry out specified regulated investment
activities. Effective as of March 27, 2000, Credit Suisse Financial Products was
renamed "Credit Suisse First Boston International." Effective as of January 16,
2006, Credit Suisse First Boston International was renamed "Credit Suisse
International." These changes were renamings only.

     CSi is an unlimited liability company and, as such, its shareholders have a
joint, several and unlimited obligation to meet any insufficiency in the assets
of CSi in the event of its liquidation. CSi's ordinary voting shares are owned,
as to 56%, by Credit Suisse, as to 24% by Credit Suisse (International) Holding
AG and, as to 20%, by Credit Suisse Group. CSi commenced business on July 16,
1990. Its principal business is banking, including the trading of derivative
products linked to interest rates, equities, foreign exchange, commodities and
credit.

     CSi has been assigned a senior unsecured debt rating of AA- (stable
outlook) by Standard & Poor's Ratings Services, a division of the McGraw-Hill
Companies, Inc., a senior debt rating of "Aa3 (stable outlook)" by Moody's and a
long-term rating of "AA- (stable outlook)" by Fitch.

     As of the cut-off date, the Auction Swap Counterparty together with its
affiliates will have an aggregate significance percentage of less than 10% with
respect to the applicable certificates as calculated in accordance with Item
1115 of Regulation AB.

     The Auction Swap Counterparty has the right to assign its rights and
obligations under the Auction Swap Agreement provided that the transferee has a
credit rating that meets the requirements specified in the Auction Swap
Agreement.

     If the Auction Swap Counterparty defaults on its obligations under the
Auction Swap Agreement, holders of Auction Certificates may receive an amount
less than the Par Price on the Auction Distribution Date. In addition, if the
Auction Swap Counterparty defaults and not all of a class of Auction
Certificates is purchased by third-party investors in the auction, then that
class (or the part of that class not purchased by the third party investors in
the auction) may not be transferred, in which case holders of that class will
not receive proceeds from the auction and will retain their certificates (or the
part of their certificates not purchased by third party investors in the
auction).

     In addition, upon a ratings downgrade of the Auction Swap Counterparty
below the levels specified in the Auction Swap Agreement, the Auction Swap
Counterparty may be required to post collateral or assign the Auction Swap
Agreement to another counterparty.


                                      S-141



     After the Auction Distribution Date, the "pass-through rate" of each class
of Auction Certificates on any distribution date will be equal to the net WAC of
the related loan group (less, on and after the distribution date in June 2016,
the related final maturity reserve rate) for that class for that distribution
date, as described under "--Interest--Pass-Through Rates" above.

REPORTS TO CERTIFICATEHOLDERS

     On each distribution date, the securities administrator will make available
to each holder of a certificate, the trustee and the rating agency a statement
(based on information received from the servicers) generally setting forth,
among other things:

          o    The amount of the distributions, separately identified, with
               respect to each class of certificates;

          o    the amount of the distributions allocable to principal,
               separately identifying the aggregate amount of any principal
               prepayments or other unscheduled recoveries of principal included
               in that amount;

          o    the amount of the distributions allocable to interest;

          o    the amount of any unpaid interest shortfall with respect to each
               class of certificates;

          o    the certificate principal balance of each class of certificates
               prior to and after giving effect to the distribution of principal
               on that distribution date;

          o    the principal balance of each loan group, the Pool Balance and
               the net WAC, weighted average life and weighted average remaining
               term of the mortgage loans in each loan group;

          o    Prepayment amounts for each loan group for the related Due
               Period;

          o    the Yield Maintenance Payments, if any, under the Yield
               Maintenance Agreements, with respect to each class of Yield
               Maintained Certificates;

          o    the Senior Percentage and Subordinate Percentage for each loan
               group for the following distribution date;

          o    the Senior Prepayment Percentage and Subordinate Prepayment
               Percentage for each loan group for the following distribution
               date;

          o    the amount of the master servicing fee paid to or retained by the
               master servicer;

          o    the amount of principal and interest advances made or reimbursed
               for the related Due Period;

          o    the number and aggregate principal balance of mortgage loans, in
               the aggregate and for each loan group, that were (A) delinquent
               (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B)
               in foreclosure and (C) in bankruptcy as of the close of business
               on the last day of the calendar month preceding that distribution
               date (using the MBA method to calculate delinquencies);

          o    the rolling six-month delinquency rate for that distribution
               date;

          o    the total number and principal balance of any REO properties in
               each loan group as of the close of business on the last day of
               the preceding Due Period;

          o    the aggregate amount of realized losses for each loan group and
               Recoveries incurred during the preceding calendar month;


                                      S-142



          o    the cumulative amount of realized losses for each loan group;

          o    the realized losses and Recoveries, if any, allocated to each
               class of certificates on that distribution date; and

          o    the pass-through rate for each class of certificates for that
               distribution date.

     The securities administrator will make that statement available each month,
to any interested party, via the securities administrator's website. The
securities administrator's internet website will initially be located at
"www.ctslink.com." Assistance in using the website can be obtained by calling
the securities administrator's customer service desk at (301) 815-6600. Parties
that are unable to use the above distribution options are entitled to have a
paper copy mailed to them via first class mail by calling the customer service
desk and indicating such. The securities administrator will have the right to
change the way such reports are distributed in order to make such distribution
more convenient and/or more accessible to the above parties, and the securities
administrator will provide timely and adequate notification to all above parties
regarding any such changes.

     In addition, upon written request within a reasonable period of time after
the end of each calendar year, the securities administrator, pursuant to the
pooling and servicing agreement, will prepare and deliver to each holder of a
certificate of record during the previous calendar year a statement containing
aggregate payment information necessary to enable holders of the certificates to
prepare their tax returns. These statements will not have been examined and
reported upon by an independent public accountant.

                  YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL

     The effective yields to the holders of the Class A-X Certificates, Class
A-R Certificates and subordinate certificates will be lower than the yields
otherwise produced by the applicable rate at which interest is passed through to
those holders and the purchase price of the certificates because monthly
distributions will not be payable to those holders until generally the 25th day
of the month following the month in which interest accrues on the mortgage
loans, without any additional distribution of interest or earnings on the
distributions in respect of the delay.

     Delinquencies on the mortgage loans which are not advanced by the
servicers, the master servicer or the trustee as successor master servicer, as
the case may be, because amounts, if advanced, would be nonrecoverable, will
adversely affect the yield on the senior certificates and the subordinate
certificates. Because of the priority of distributions, shortfalls resulting
from delinquencies not so advanced will be borne first by the subordinate
certificates in the reverse order of their numerical class designations, and
then by the related senior certificates. If, as a result of these shortfalls,
the aggregate of the certificate principal balances of all classes of
certificates (other than the Class A-X Certificates) following all distributions
and the allocation of realized losses on a distribution date exceeds the Pool
Balance as of the first day of the month of that distribution date, the
certificate principal balance of the class of subordinate certificates then
outstanding with the highest numerical class designation will be reduced by the
amount of the excess.

     Net interest shortfalls will adversely affect the yields on the related
senior certificates and the subordinate certificates. In addition, all realized
losses initially will be borne by the subordinate certificates, in the reverse
order of their numerical class designations and then by the senior certificates
in the manner set forth under "Description of the Certificates--Allocation of
Losses" and "--Subordination of the Subordinate Certificates" in this prospectus
supplement. As a result, the yields on the offered certificates will depend on
the rate and timing of realized losses on the mortgage loans.

PREPAYMENT CONSIDERATIONS AND RISKS

     The rate of principal payments on the offered certificates, the aggregate
amount of distributions on the offered certificates and the yields to maturity
of the offered certificates will be related to the rate and timing of payments
of principal on the mortgage loans generally in the related loan group, in the
case of the senior certificates (other than the Class A-X Certificates), and in
all loan groups, in the case of the Class A-X Certificates and subordinate
certificates. The rate of principal payments on the mortgage loans will in turn
be affected by the amortization schedules of the mortgage loans, including with
respect to mortgage loans that provide for payments of


                                      S-143



interest, but not of principal, for up to ten years following origination and by
the rate of principal prepayments, including for this purpose prepayments
resulting from refinancing, liquidations of the mortgage loans due to defaults,
casualties, condemnations and repurchases due to breaches of certain
representations and warranties and purchases by the seller. The mortgage loans
may be prepaid by the mortgagors at any time. The mortgage loans are subject to
the "due-on-sale" provisions included therein. See "The Mortgage Loan Groups" in
this prospectus supplement.

     Prepayments, liquidations and purchases of the mortgage loans, including
any purchase of a defaulted mortgage loan and any optional repurchase of the
remaining mortgage loans in connection with the termination of the trust, in
each case as described in this prospectus supplement, will result in
distributions on the offered certificates of principal amounts which would
otherwise be distributed over the remaining terms of the mortgage loans. Since
the rate of payment of principal on the mortgage loans will depend on future
events and a variety of other factors, no assurance can be given as to that rate
or the rate of principal prepayments. The extent to which the yield to maturity
of a class of offered certificates may vary from the anticipated yield will
depend upon the degree to which that offered certificate is purchased at a
discount or premium, and the degree to which the timing of payments thereon is
sensitive to prepayments, liquidations and purchases of the related mortgage
loans. Further, an investor should consider the risk that, in the case of any
offered certificates purchased at a discount, a slower than anticipated rate of
principal payments, including prepayments, on the related mortgage loans could
result in an actual yield to that investor that is lower than the anticipated
yield and, in the case of the Class A-X Certificates and any offered
certificates purchased at a premium, a faster than anticipated rate of principal
payments on the related mortgage loans could result in an actual yield to that
investor that is lower than the anticipated yield.

     The rate of principal payments, including prepayments, on pools of mortgage
loans may vary significantly over time and may be influenced by a variety of
economic, geographic, social and other factors. These factors include changes in
mortgagors' housing needs, job transfers, unemployment, mortgagors' net equity
in the mortgaged properties and servicing decisions, as well as the
characteristics of the mortgage loans as described under "The Mortgage Loan
Groups" in this prospectus supplement. If prevailing interest rates were to fall
significantly below the loan rates on the mortgage loans, the mortgage loans
could be subject to higher prepayment rates than if prevailing interest rates
were to remain at or above the loan rates on the mortgage loans because the
mortgagors may seek to "lock in" a lower interest rate. Conversely, if
prevailing interest rates were to rise significantly, the rate of prepayments on
the mortgage loans would generally be expected to decrease. The existence of a
periodic rate cap on some of the mortgage loans also may affect the likelihood
of prepayments in either a rising or falling interest rate environment.

     The particular features of the mortgage loans may affect the prepayment
experience. The interest-only feature of some of the mortgage loans may reduce
the perceived benefits of refinancing to take advantage of lower market rates of
interest or to avoid adjustments in the loan rates. However, as a mortgage loan
nears the end of its interest-only period, the mortgagor may be more likely to
refinance the mortgage loan, even if market rates are only slightly less than
the loan rate in order to avoid the increase in the monthly payments to amortize
the mortgage loan over its remaining life. No assurances can be given as to the
rate of prepayments on the mortgage loans in stable or changing interest rate
environments.

     Approximately 96.28%, 95.33% and 95.73% of the group 1, group 2 and group 3
mortgage loans, respectively, do not provide for monthly payments of principal
for the three to ten years following origination. Instead, only monthly payments
of interest are due during that period. Other considerations aside, borrowers
may be disinclined to prepay these mortgage loans during the interest-only
period. In addition, because no principal is due on these mortgage loans during
the interest-only period, the related certificates will amortize at a slower
rate during that period than would otherwise be the case. Thereafter, when the
monthly payments on the interest-only mortgage loans are recalculated to provide
for amortization of the related principal balances by the applicable maturity
dates of those loans and payment of interest at the then-current related loan
rates, principal payments on the related certificates are expected to increase
correspondingly, and, in any case, the related certificates will amortize at a
faster rate than if payments on the mortgage loans were initially calculated on
the basis of a thirty year or other applicable amortization schedule.

     Approximately 17.87%, 18.94% and 17.53% of the group 1, group 2 and group 3
mortgage loans, respectively, provide for payment by the borrower of a
prepayment premium during the first six months to five years after the date of
origination. These prepayment penalty payments may have the effect of reducing
the amount or the likelihood of prepayments on the mortgage loans with
prepayment penalty premiums during the applicable penalty


                                      S-144



period. The amount of any prepayment penalty payments will not be included in
the Available Funds and will not be available to make distributions on the
certificates.

     The rate of prepayment may affect the pass-through rates on the offered
certificates. Mortgage loans with higher loan rates may prepay at faster rates
than mortgage loans with relatively lower loan rates in response to a given
change in market interest rates. Any such disproportionate rate of prepayments
may adversely affect the pass-through rate on the related certificates. In
addition, differences in the rates of prepayments or of realized losses as among
the loan groups may adversely affect the pass-through rate on the subordinate
certificates by reducing the weighting factor used to determine that
pass-through rate. Due to the different types of mortgage loans comprising the
three loan groups, such different experience is likely to occur.

     The loan rates on approximately 1.08%, 0.34% and 0.19% of the group 1,
group 2 and group 3 mortgage loans, respectively, can be converted to fixed
rates and the loan rates on approximately 24.59%, 20.77% and 20.03% of the group
1, group 2 and group 3 mortgage loans, respectively, can be modified to any
hybrid or adjustable rate product offered by the seller, including conversion to
a different index or a different hybrid structure. The conversion or
modification features may be exercised more often during periods of rising
interest rates as borrowers attempt to limit their exposure to higher interest
rates. If interest rates were to fall significantly, adjustable rate mortgage
loans could be subject to higher prepayment rates than if interest rates were to
remain constant because the availability of fixed rate mortgage loans at
competitive interest rates may encourage borrowers to exercise their options to
convert the adjustable loan rates to fixed loan rates on such mortgage loans or
prepay such mortgage loans. Thornburg Mortgage, Inc. has the obligation to
purchase any mortgage loan for which the borrower elects to convert its interest
rate to a fixed interest rate or modify any adjustable rate or hybrid product in
accordance with the terms of the related mortgage note. In addition, the seller
has the option, but not the obligation, to repurchase from the trust and then
modify any mortgage loan for which the borrower has requested a modification
that is not then permitted under the related mortgage note. As a result of any
borrower's exercise of a conversion or modification option, the mortgage loans
may experience prepayments or, if not purchased by Thornburg Mortgage, Inc., the
trust may include fixed rate mortgage loans and the interest rate for the
certificates will not reflect corresponding changes in interest as they might
otherwise.

     As described under "Description of the Certificates--Principal" in this
prospectus supplement, the applicable Senior Prepayment Percentage of all
principal prepayments on the related mortgage loans will be distributed to the
related class or classes of senior certificates then entitled to receive
principal distributions. This may result in all or a disproportionate percentage
of principal prepayments being distributed to holders of senior certificates and
none or less than their pro rata share of principal prepayments being
distributed to holders of the subordinate certificates during the periods of
time described in the definition of the "Senior Prepayment Percentage" in this
prospectus supplement. In addition, since the step down in each Senior
Prepayment Percentage is dependent on the performance of the entire mortgage
pool rather than a particular loan group, the poor performance of one loan group
may prevent the subordinate certificates from receiving distributions of
principal prepayments from any of the loan groups.

     The timing of changes in the rate of prepayments on the mortgage loans may
significantly affect an investor's actual yield to maturity, even if the average
rate of principal payments is consistent with an investor's expectation. In
general, the earlier a prepayment of principal on the mortgage loans occurs, the
greater the effect on an investor's yield to maturity. The effect on an
investor's yield as a result of principal payments occurring at a rate higher or
lower than the rate anticipated by the investor during the period immediately
following the issuance of the offered certificates may not be offset by a
subsequent like decrease or increase in the rate of principal payments.

THE SUBORDINATE CERTIFICATES

     The weighted average lives of, and the yields to maturity on, the
subordinate certificates, in increasing order of their numerical class
designations, will be progressively more sensitive to the rate and timing of
borrower defaults and the severity of ensuing losses on the mortgage loans. If
the actual rate and severity of losses on the mortgage loans are higher than
those assumed by a holder of a subordinate certificate, the actual yield to
maturity of that certificate may be lower than the yield expected by the holder
based on that assumption. The timing of losses on the mortgage loans will also
affect an investor's actual yield to maturity, even if the rate of defaults and
severity of losses over the life of the mortgage pool are consistent with an
investor's expectations. In general, the earlier a loss occurs, the greater the
effect on an investor's yield to maturity. Realized losses on the mortgage loans
will reduce the certificate principal balances of the applicable class of
subordinate certificates to the extent of any losses allocated to them (as
described under "Description of the Certificates--Allocation of Losses"),
without the receipt


                                      S-145



of cash attributable to that reduction. In addition, shortfalls in cash
available for distributions on the subordinate certificates will result in a
reduction in the certificate principal balance of the class of subordinate
certificates then outstanding with the highest numerical class designation if
and to the extent that the aggregate of the certificate principal balances of
all classes of certificates, following all distributions and the allocation of
realized losses on a distribution date, exceeds the Pool Balance as of the first
day of the month of that distribution date. As a result of these reductions,
less interest will accrue on that class of subordinate certificates than
otherwise would be the case. The yields to maturity of the subordinate
certificates will also be affected by payments made to senior certificates (as
described under "Description of the Certificates--Principal--Limited
Cross-Collateralization") and the disproportionate allocation of principal
prepayments to the senior certificates, net interest shortfalls and other cash
shortfalls in Available Funds.

     If on any distribution date the Applicable Credit Support Percentage for
any class of subordinate certificates is less than its Original Applicable
Credit Support Percentage, all principal prepayments available for distribution
on the subordinate certificates will be allocated solely to all other classes of
subordinate certificates with lower numerical class designations, thereby
accelerating the amortization of those classes relative to the classes of
subordinate certificates not receiving distributions of principal prepayments on
that distribution date, and reducing the weighted average lives of the classes
of subordinate certificates receiving distributions. Accelerating the
amortization of the classes of subordinate certificates with lower numerical
designations relative to the other classes of subordinate certificates is
intended to preserve the availability of the subordination provided by those
other classes.

WEIGHTED AVERAGE LIVES

     The projected weighted average life of each class of offered certificates
is the average amount of time that will elapse from the closing date, until each
dollar of principal is scheduled to be repaid to the investors in that class.
Because it is expected that there will be prepayments and defaults on the
mortgage loans, the actual weighted average lives of the classes of offered
certificates are expected to vary substantially from the weighted average
remaining terms to stated maturity of the mortgage loans as set forth under "The
Mortgage Loan Groups" in this prospectus supplement.

     In general, the weighted average lives of the offered certificates will be
shortened if the level of prepayments of principal of the mortgage loans
increases, including any optional repurchase of remaining mortgage loans in
connection with the termination of the trust. However, the weighted average
lives of the offered certificates will depend upon a variety of other factors,
including the timing of changes in the rate of principal payments and the
priority sequence of distributions of principal of the classes of certificates.
In addition, the weighted average lives of the offered certificates will be
shortened if the optional securities purchase right is exercised.

     The interaction of the foregoing factors may have different effects on
various classes of offered certificates and the effects on any class may vary at
different times during the life of that class. Accordingly, no assurance can be
given as to the weighted average life of any class of offered certificates.
Further, to the extent that the prices of the offered certificates represent
discounts or premiums to their respective original certificate principal
balances, variability in the weighted average lives of the classes of offered
certificates will result in variability in the related yields to maturity.

     The assumed final maturity date for each class of offered certificates is
as set forth under "Description of the Certificates--General" in this prospectus
supplement. The assumed final maturity date for each class of offered
certificates is the distribution date in the first month following the month of
the latest maturity date of any thirty-year mortgage loan in the related loan
group or loan groups. The weighted average life of each class of offered
certificates is likely to be shorter than would be the case if payments actually
made on the mortgage loans conformed to the foregoing assumptions, and the final
distribution date with respect to the offered certificates could occur
significantly earlier than the related assumed final maturity date because
prepayments are likely to occur and because there may be a termination of the
trust as provided in this prospectus supplement.

STRUCTURING ASSUMPTIONS

     Prepayments of mortgage loans are commonly measured relative to a
prepayment standard or model. The model used with respect to the mortgage loans
assumes a constant prepayment rate or "CPR." This is not a historical
description of prepayment experience or a prediction of the anticipated rate of
prepayment of any pool of mortgage loans, including the mortgage loans.


                                      S-146



     The tables on pages S-153 through S-156 were prepared on the basis of the
assumptions in the following paragraph and the tables set forth below. There are
certain differences between the loan characteristics included in those
assumptions and the characteristics of the actual mortgage loans. Any such
discrepancy may have an effect upon the percentages of original certificate
principal balances outstanding and weighted average lives of the offered
certificates set forth in the tables on pages S-153 through S-156. In addition,
since the actual mortgage loans in the trust will have characteristics that
differ from those assumed in preparing the tables set forth below, the
distributions of principal of the classes of offered certificates may be made
earlier or later than indicated in the tables.

     The percentages and weighted average lives in the tables on pages S-153
through S-156 were determined based on the assumptions listed below.

     o    Each loan group consists of mortgage loans which have the
          characteristics set forth in the table below.

     o    Distributions on the certificates are received, in cash, on the 25th
          day of each month, commencing in July 2006.

     o    No defaults or delinquencies occur in the payment by borrowers of
          principal and interest on the mortgage loans and no net interest
          shortfalls are incurred.

     o    No mortgage loan is purchased by the seller or Thornburg Mortgage,
          Inc. from the trust pursuant to any obligation or option under the
          pooling and servicing agreement (other than an optional termination as
          described below).

     o    Scheduled monthly payments on the mortgage loans are received on the
          first day of each month commencing in July 2006 and are computed prior
          to giving effect to any prepayments received in the prior month.

     o    Prepayments occur at the rates of CPR indicated in the tables,
          representing payment in full of individual mortgage loans, and are
          received on the last day of each month commencing in June 2006 and
          include 30 days' interest.

     o    The scheduled monthly payment for each mortgage loan is calculated
          based on its principal balance, loan rate and remaining term to
          maturity such that the mortgage loan will amortize in amounts
          sufficient to repay the remaining principal balance of the mortgage
          loan by its remaining term to maturity (taking into account any
          interest-only period).

     o    Interest accrues on each certificate at the related pass-through rate
          described under "Description of the
          Certificates--Interest--Pass-Through Rates" in this prospectus
          supplement.

     o    The initial certificate principal balance of each class of
          certificates (other than the Class A-X Certificates) is as set forth
          on the cover or as described in this prospectus supplement.

     o    LIBOR remains constant at 5.190%.

     o    The 1-Month LIBOR, 6-Month LIBOR, 1-Year LIBOR and 1-Year CMT remain
          constant at 5.190%, 5.420%, 5.500% and 5.300%, respectively.

     o    No optional termination of the trust will occur and no optional
          securities purchase right will be exercised, except that this
          assumption does not apply to the calculation of weighted average lives
          to the optional termination or to the securities purchase right,
          respectively.

     o    The certificates are purchased on June 28, 2006.

     o    No mortgage loan converts to a fixed rate of interest or to another
          adjustable rate of interest.


                                      S-147



     o    No mortgage loan is modified.

     o    The master servicer fee rate is equal to 0.010%.

     o    The funds in the Final Maturity Reserve Trust will be distributed to
          the certificateholders (other than the Class A-X Certificateholders)
          on the distribution date in June 2036 and will be sufficient to retire
          the offered certificates on that distribution date.


                                      S-148



                      ASSUMED MORTGAGE LOAN CHARACTERISTICS

GROUP 1 MORTGAGE LOANS




                                                                                           INITIAL     ADJUSTED
                                                                     ORIGINAL  REMAINING  SERVICING   SERVICING
                                          TOTAL CURRENT     GROSS      TERM       TERM       FEE         FEE         GROSS
       LOAN GROUP             INDEX        BALANCE ($)   COUPON (%)  (MONTHS)   (MONTHS)   RATE (%)  RATE (%)(1)  MARGIN (%)
       ----------         -------------  --------------  ----------  --------  ---------  ---------  -----------  ----------

FIXED 3YR 1MO ARM:
0 FIRST AND SUB RATE CAP  1-Month LIBOR      855,000.00    6.40000      360       360      0.25000     0.25000      1.87500
FIXED 3YR 1MO ARM:
0 FIRST AND SUB RATE CAP  1-Month LIBOR      410,400.00    5.60000      360       357      0.25000     0.37500      1.87500
FIXED 3YR ARM               1-Year CMT       631,936.15    6.00000      360       358      0.25000     0.25000      2.50000
FIXED 3YR ARM               1-Year CMT       621,740.00    6.04180      360       357      0.25000     0.37500      2.50000
FIXED 3YR ARM              1-Year LIBOR    2,705,210.93    5.79987      360       323      0.25000     0.25000      1.87500
FIXED 3YR ARM              1-Year LIBOR      354,960.73    6.59542      360       359      0.25000     0.37500      1.87500
FIXED 3YR ARM              1-Year LIBOR   21,741,066.42    6.03415      360       341      0.25187     0.25187      1.91068
FIXED 3YR ARM              1-Year LIBOR    7,585,207.32    6.21468      358       344      0.25000     0.37500      1.87500
FIXED 3YR ARM             6-Month LIBOR    5,278,348.44    6.42635      360       357      0.25000     0.25000      1.87500
FIXED 3YR ARM 40 YEAR      1-Year LIBOR      649,409.21    6.37500      480       478      0.25000     0.25000      1.87500
FIXED 5YR 1MO ARM:
0 FIRST AND SUB RATE CAP  1-Month LIBOR      996,701.23    5.50000      360       357      0.25000     0.25000      1.87500
FIXED 5YR 1MO ARM:
0 FIRST AND SUB RATE CAP  1-Month LIBOR   40,392,634.93    5.68996      358       355      0.25000     0.25000      1.87597
FIXED 5YR 1MO ARM:
0 FIRST AND SUB RATE CAP  1-Month LIBOR      724,000.00    5.67376      360       357      0.25000     0.37500      1.87500
FIXED 5YR ARM               1-Year CMT       184,100.00    6.62500      360       360      0.25000     0.37500      1.87500
FIXED 5YR ARM               1-Year CMT     1,400,000.00    6.28571      360       357      0.25000     0.25000      2.67857
FIXED 5YR ARM               1-Year CMT     1,062,300.00    6.23843      360       349      0.25000     0.37500      2.50000
FIXED 5YR ARM              1-Year LIBOR    3,845,581.64    5.98727      360       345      0.25000     0.25000      1.87500
FIXED 5YR ARM              1-Year LIBOR    2,646,326.98    6.25095      360       353      0.25000     0.37500      1.87500
FIXED 5YR ARM              1-Year LIBOR  145,742,271.84    6.25982      360       352      0.25000     0.25000      1.92600
FIXED 5YR ARM              1-Year LIBOR   36,374,067.21    6.18275      360       349      0.25000     0.37500      1.87500
FIXED 5YR ARM             6-Month LIBOR   10,943,556.50    6.21130      360       357      0.25000     0.25000      1.87500
FIXED 5YR ARM             6-Month LIBOR    1,701,433.39    6.37227      360       358      0.25000     0.37500      1.87500
FIXED 5YR ARM 40 YEAR      1-Year LIBOR      419,957.19    6.00000      480       477      0.25000     0.25000      1.87500
FIXED 5YR ARM 40 YEAR      1-Year LIBOR      327,000.00    6.23433      480       478      0.25000     0.37500      1.87500
REG ARM                    1-Year LIBOR      997,500.00    5.87500      360       356      0.25000     0.25000      2.25000
REG ARM                   6-Month LIBOR      917,468.59    6.52489      360       344      0.25000     0.25000      2.11105
REG ARM: 0 FIRST AND
SUB RATE CAP              1-Month LIBOR    1,283,080.25    6.13579      360       355      0.30330     0.30330      1.33085
REG ARM: 0 FIRST AND
SUB RATE CAP              6-Month LIBOR    1,447,000.00    7.00000      360       328      0.25000     0.25000      1.90000


                                                                                       INTEREST
                                                           RATE                          ONLY
                                                        ADJUSTABLE   FIRST    PERIOD  REMAINING
                           MAXIMUM   MINIMUM   MONTHS   FREQUENCY     RATE     RATE      TERM
       LOAN GROUP         RATE (%)  RATE (%)  TO ROLL  (MONTHS)(2)  CAP (%)  CAP (%)   (MONTHS)
       ----------         --------  --------  -------  -----------  -------  -------  ---------

FIXED 3YR 1MO ARM:
0 FIRST AND SUB RATE CAP  12.40000   1.87500     36          1      0.00000  0.00000     120
FIXED 3YR 1MO ARM:
0 FIRST AND SUB RATE CAP  11.60000   1.87500     33          1      0.00000  0.00000     117
FIXED 3YR ARM             12.00000   4.00000     34         12      2.00000  2.00000       0
FIXED 3YR ARM             11.04180   2.50000     33         12      4.00000  2.00000     117
FIXED 3YR ARM             10.79987   1.87500     31         12      4.00000  2.00000       0
FIXED 3YR ARM             11.59542   1.87500     35         12      4.00000  2.00000       0
FIXED 3YR ARM             11.07738   2.01377     32         12      4.08647  2.00000      95
FIXED 3YR ARM             11.24378   2.09661     33         12      3.94181  2.00000     102
FIXED 3YR ARM             11.42635   1.96878     34          6      4.00000  1.00000     117
FIXED 3YR ARM 40 YEAR     11.37500   1.87500     34         12      4.00000  2.00000       0
FIXED 5YR 1MO ARM:
0 FIRST AND SUB RATE CAP  11.50000   1.87500     57          1      0.00000  0.00000       0
FIXED 5YR 1MO ARM:
0 FIRST AND SUB RATE CAP  11.68996   1.87597     58          1      0.00000  0.00000     117
FIXED 5YR 1MO ARM:
0 FIRST AND SUB RATE CAP  11.67376   1.87500     57          1      0.00000  0.00000     117
FIXED 5YR ARM             11.50000   1.87500     60         12      5.00000  2.00000       0
FIXED 5YR ARM             11.28571   2.67857     57         12      5.00000  2.00000     117
FIXED 5YR ARM             11.23843   2.50000     57         12      5.00000  2.00000     109
FIXED 5YR ARM             10.98727   1.87500     58         12      5.00000  2.00000       0
FIXED 5YR ARM             11.25095   1.87500     57         12      5.00000  2.00000       0
FIXED 5YR ARM             11.29736   1.92723     58         12      4.98684  2.00000     101
FIXED 5YR ARM             11.18275   1.91680     57         12      4.98595  2.00000     104
FIXED 5YR ARM             11.21130   1.87500     58          6      5.00000  1.00000     103
FIXED 5YR ARM             11.37227   1.87500     58          6      5.00000  1.00000     103
FIXED 5YR ARM 40 YEAR     11.00000   1.87500     57         12      5.00000  2.00000     117
FIXED 5YR ARM 40 YEAR     11.23433   1.87500     58         12      5.00000  2.00000     118
REG ARM                   11.00000   3.87500      8         12      2.00000  2.00000     116
REG ARM                   11.00000   4.20512      3          6      1.00000  1.00000     104
REG ARM: 0 FIRST AND
SUB RATE CAP              12.68032   1.68936      1          1      0.00000  0.00000     115
REG ARM: 0 FIRST AND
SUB RATE CAP              14.85000   1.90000      4          6      0.00000  0.00000      88


(1)  Servicing Fee after initial rate adjustment. The Master Servicer Fee is
     0.010% for all loan types shown in the table above.

(2)  The Frequency of Payment Adjustment is the same as the Frequency of Rate
     Adjustment for all loan types shown in the table above.

(3)  The Original Amortized Term to Maturity is 360 months or less for all loan
     types other than the 3-year Hybrid (40 year) and 5-year Hybrid (40 year),
     in which case the Original Amortized Term to Maturity is 480 months.


                                     S-149



GROUP 2 MORTGAGE LOANS




                                                                                           INITIAL     ADJUSTED
                                                                     ORIGINAL  REMAINING  SERVICING   SERVICING
                                          TOTAL CURRENT     GROSS      TERM       TERM       FEE         FEE         GROSS
       LOAN GROUP             INDEX        BALANCE ($)   COUPON (%)  (MONTHS)   (MONTHS)   RATE (%)  RATE (%)(1)  MARGIN (%)
       ----------         -------------  --------------  ----------  --------  ---------  ---------  -----------  ----------

FIXED 7YR ARM               1-Year CMT     2,754,717.39    6.23299      360       358      0.25000     0.25000      2.50000
FIXED 7YR ARM               1-Year CMT       340,998.09    6.42016      360       359      0.25000     0.37500      2.27419
FIXED 7YR ARM               1-Year CMT    15,409,000.00    6.30169      360       358      0.25000     0.25000      2.45326
FIXED 7YR ARM               1-Year CMT       879,760.00    6.52311      360       359      0.25000     0.37500      2.58525
FIXED 7YR ARM              1-Year LIBOR   14,533,076.79    6.32577      360       355      0.25000     0.25000      1.91692
FIXED 7YR ARM              1-Year LIBOR    4,313,161.71    6.41895      360       353      0.25000     0.37500      1.89324
FIXED 7YR ARM              1-Year LIBOR  388,099,561.64    6.38612      360       356      0.25000     0.25000      1.92344
FIXED 7YR ARM              1-Year LIBOR   69,315,029.84    6.33774      360       353      0.25000     0.37500      1.86592
FIXED 7YR ARM             6-Month LIBOR    5,244,640.51    6.98836      360       359      0.25000     0.25000      1.87500
FIXED 7YR ARM             6-Month LIBOR   53,560,105.00    6.42535      360       358      0.25000     0.25000      1.89782
FIXED 7YR ARM             6-Month LIBOR    4,274,391.00    6.30120      360       357      0.25000     0.37500      1.90115
FIXED 7YR ARM 40 YEAR      1-Year LIBOR    1,528,553.62    6.13368      480       459      0.25000     0.25000      1.87500
FIXED 7YR ARM 40 YEAR      1-Year LIBOR      616,000.00    6.12013      480       477      0.25000     0.37500      1.87500
FIXED 7YR ARM: 0 FIRST
   AND SUB RATE CAP       1-Month LIBOR      928,446.39    5.87899      360       358      0.25000     0.25000      1.87500
FIXED 7YR ARM: 0 FIRST
   AND SUB RATE CAP       1-Month LIBOR      755,562.01    6.15273      360       357      0.25000     0.37500      1.87500
FIXED 7YR ARM: 0 FIRST
   AND SUB RATE CAP       1-Month LIBOR   45,307,800.00    5.88975      360       358      0.25000     0.25000      1.87500
FIXED 7YR ARM: 0 FIRST
   AND SUB RATE CAP       1-Month LIBOR    2,582,411.52    6.00225      360       358      0.25000     0.37500      1.87500


                                                                                       INTEREST
                                                           RATE                          ONLY
                                                        ADJUSTABLE   FIRST    PERIOD  REMAINING
                           MAXIMUM   MINIMUM   MONTHS   FREQUENCY     RATE     RATE      TERM
       LOAN GROUP         RATE (%)  RATE (%)  TO ROLL  (MONTHS)(2)  CAP (%)  CAP (%)   (MONTHS)
       ----------         --------  --------  -------  -----------  -------  -------  ---------

FIXED 7YR ARM             11.23299   2.50000     82         12      5.00000  2.00000       0
FIXED 7YR ARM             11.42016   2.27419     83         12      5.00000  2.00000       0
FIXED 7YR ARM             11.30169   2.47810     82         12      5.00000  2.00000     105
FIXED 7YR ARM             11.52311   2.58525     83         12      5.00000  2.00000     106
FIXED 7YR ARM             11.32577   1.91692     82         12      5.00000  2.00000       0
FIXED 7YR ARM             11.41895   1.89324     82         12      5.00000  2.00000       0
FIXED 7YR ARM             11.38612   1.92795     82         12      5.00000  1.99599     111
FIXED 7YR ARM             11.33774   1.87025     82         12      5.00000  2.00000     109
FIXED 7YR ARM             11.98836   1.87500     83          6      5.00000  1.00000       0
FIXED 7YR ARM             11.48621   1.89782     82          6      5.00000  1.00000     116
FIXED 7YR ARM             11.35532   1.90115     81          6      5.00000  1.06664     115
FIXED 7YR ARM 40 YEAR     11.13368   1.87500     81         12      5.00000  2.00000      99
FIXED 7YR ARM 40 YEAR     11.12013   1.87500     81         12      5.00000  2.00000     117
FIXED 7YR ARM: 0 FIRST
   AND SUB RATE CAP       11.87899   1.87500     82          1      0.00000  0.00000       0
FIXED 7YR ARM: 0 FIRST
   AND SUB RATE CAP       12.15273   1.87500     81          1      0.00000  0.00000       0
FIXED 7YR ARM: 0 FIRST
   AND SUB RATE CAP       11.88975   1.87500     82          1      0.00000  0.00000     118
FIXED 7YR ARM: 0 FIRST
   AND SUB RATE CAP       12.00225   1.87500     82          1      0.00000  0.00000     118


(1)  Servicing Fee after initial rate adjustment. The Master Servicer Fee is
     0.010% for all loan types shown in the table above.

(2)  The Frequency of Payment Adjustment is the same as the Frequency of Rate
     Adjustment for all loan types shown in the table above.

(3)  The Original Amortized Term to Maturity is 360 months for all loan types
     other than the 7-year Hybrid (40 year), in which case the Original
     Amortized Term to Maturity is 480 months.


                                     S-150



GROUP 3 MORTGAGE LOANS




                                                                                           INITIAL     ADJUSTED
                                                                     ORIGINAL  REMAINING  SERVICING   SERVICING
                                          TOTAL CURRENT     GROSS      TERM       TERM       FEE         FEE         GROSS
       LOAN GROUP             INDEX        BALANCE ($)   COUPON (%)  (MONTHS)   (MONTHS)   RATE (%)  RATE (%)(1)  MARGIN (%)
       ----------         -------------  --------------  ----------  --------  ---------  ---------  -----------  ----------

FIXED 10YR ARM              1-Year CMT       446,462.92    6.94415      360       359      0.25000     0.37500      2.50000
FIXED 10YR ARM              1-Year CMT     7,856,000.00    6.22639      360       358      0.25000     0.25000      2.50000
FIXED 10YR ARM              1-Year CMT     1,880,200.00    6.46596      360       357      0.25000     0.37500      2.50000
FIXED 10YR ARM             1-Year LIBOR   17,494,822.84    6.34539      360       357      0.25000     0.25000      1.87500
FIXED 10YR ARM             1-Year LIBOR    4,883,927.56    6.37068      360       355      0.25000     0.37500      1.87500
FIXED 10YR ARM             1-Year LIBOR  401,436,760.72    6.32534      360       358      0.25000     0.25000      1.88673
FIXED 10YR ARM             1-Year LIBOR   49,923,565.43    6.36502      360       353      0.25000     0.37500      1.88008
FIXED 10YR ARM            6-Month LIBOR    1,151,811.55    5.82526      360       359      0.25000     0.25000      1.87500
FIXED 10YR ARM            6-Month LIBOR      160,078.30    6.50000      360       355      0.25000     0.37500      1.87500
FIXED 10YR ARM            6-Month LIBOR   64,090,372.77    6.31210      360       358      0.25000     0.25000      1.87500
FIXED 10YR ARM            6-Month LIBOR    4,543,799.96    6.47432      360       358      0.25000     0.37500      1.88655
FIXED 10YR ARM 40 YEAR     1-Year LIBOR    1,499,387.15    6.75000      480       479      0.25000     0.25000        1.875
FIXED 10YR ARM 40 YEAR     1-Year LIBOR      600,000.00    6.50000      480       479      0.25000     0.25000        1.875
FIXED 10YR ARM 40 YEAR     1-Year LIBOR      178,800.00    6.25000      480       478      0.25000     0.37500        1.875
FIXED 10YR ARM: 0 FIRST
   AND SUB RATE CAP       1-Month LIBOR    1,788,989.96    5.84194      360       358      0.25000     0.25000        1.875
FIXED 10YR ARM: 0 FIRST
   AND SUB RATE CAP       1-Month LIBOR      415,724.36    5.90000      360       357      0.25000     0.37500        1.875
FIXED 10YR ARM: 0 FIRST
   AND SUB RATE CAP       1-Month LIBOR   90,181,898.72    5.98323      360       358      0.25000     0.25000        1.875
FIXED 10YR ARM: 0 FIRST
   AND SUB RATE CAP       1-Month LIBOR    3,156,475.00    6.00415      360       358      0.25000     0.37500        1.875


                                                                                       INTEREST
                                                           RATE                          ONLY
                                                        ADJUSTABLE   FIRST    PERIOD  REMAINING
                           MAXIMUM   MINIMUM   MONTHS   FREQUENCY     RATE     RATE      TERM
       LOAN GROUP         RATE (%)  RATE (%)  TO ROLL  (MONTHS)(2)  CAP (%)  CAP (%)   (MONTHS)
       ----------         --------  --------  -------  -----------  -------  -------  ---------

FIXED 10YR ARM            11.94415   2.50000     119        12      5.00000  2.00000       0
FIXED 10YR ARM            11.22639   2.50000     118        12      5.00000  2.00000     118
FIXED 10YR ARM            11.60530   2.50000     117        12      5.00000  2.00000     117
FIXED 10YR ARM            11.34539   1.87500     118        12      5.00000  2.00000       0
FIXED 10YR ARM            11.37068   1.87500     118        12      5.00000  1.96240       0
FIXED 10YR ARM            11.32534   1.89024     118        12      5.00000  2.00000     118
FIXED 10YR ARM            11.36606   1.88008     118        12      5.00000  2.00000     113
FIXED 10YR ARM            10.82526   1.87500     119         6      5.00000  1.00000       0
FIXED 10YR ARM            11.50000   1.87500     115         6      5.00000  1.00000       0
FIXED 10YR ARM            11.31210   1.87500     118         6      5.00000  1.00000     118
FIXED 10YR ARM            11.47432   1.88655     118         6      5.00000  1.04225     118
FIXED 10YR ARM 40 YEAR    11.75000   1.87500     119        12      5.00000  2.00000       0
FIXED 10YR ARM 40 YEAR    11.50000   1.87500     119        12      5.00000  2.00000     119
FIXED 10YR ARM 40 YEAR    11.25000   1.87500     118        12      5.00000  2.00000     118
FIXED 10YR ARM: 0 FIRST
   AND SUB RATE CAP       11.84194   1.87500     118         1      0.00000  0.00000       0
FIXED 10YR ARM: 0 FIRST
   AND SUB RATE CAP       11.90000   1.87500     117         1      0.00000  0.00000       0
FIXED 10YR ARM: 0 FIRST
   AND SUB RATE CAP       12.31312   1.87500     118         1      0.00000  0.00000     118
FIXED 10YR ARM: 0 FIRST
   AND SUB RATE CAP       12.00415   1.87500     118         1      0.00000  0.00000     118


(1)  Servicing Fee after initial rate adjustment. The Master Servicer Fee is
     0.010% for all loan types shown in the table above.

(2)  The Frequency of Payment Adjustment is the same as the Frequency of Rate
     Adjustment for all loan types shown in the table above.

(3)  The Original Amortized Term to Maturity is 360 months for all loan types
     other than the 10-year Hybrid (40 year), in which case the Original
     Amortized Term to Maturity is 480 months.


                                     S-151



     There will be discrepancies between the characteristics of the actual
mortgage loans and the characteristics assumed in preparing the tables. Any such
discrepancy may have an effect upon the percentages of the original certificate
principal balance outstanding (rounded to the nearest whole percentage) and the
weighted average lives of the certificates set forth in the table. In addition,
to the extent that the actual mortgage loans have characteristics that differ
from those assumed in preparing the tables set forth below, the certificates may
mature earlier or later than indicated by the table. Based on the foregoing
assumptions, the following tables indicate the projected weighted average lives
of each class of offered certificates and set forth the percentages of the
initial certificate principal balance of each class that would be outstanding
after each of the distribution dates shown, at various constant prepayment
percentages. Neither the prepayment model used in this prospectus supplement nor
any other prepayment model or assumption purports to be an historical
description of prepayment experience or a prediction of the anticipated rate of
prepayment of any pool of mortgage loans, including the mortgage loans included
in the trust. Variations in the prepayment experience and the balance of the
mortgage loans that prepay may increase or decrease the percentages of initial
certificate principal balances and the weighted average lives shown in the
following tables. Those variations may occur even if the average prepayment
experience of all the mortgage loans equals any of the specified percentages of
CPR.

     The weighted average life of any class of certificates is determined by:

          o    multiplying the assumed net reduction, if any, in the principal
               amount of that class of certificates on each distribution date by
               the number of years from the date of issuance of the certificates
               to the related distribution date,

          o    summing the results, and

          o    dividing the sum by the aggregate amount of the assumed net
               reductions in the principal amount of that class.


                                      S-152



         PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*



                                                     CLASS A-1
                                                 PERCENTAGE OF CPR
                                  -----------------------------------------------
DISTRIBUTION DATE                   0%     10%    15%    20%    25%    30%    40%
-----------------                 -----   ----   ----   ----   ----   ----   ----

Initial Percentage.............     100    100    100    100    100    100    100
June 25, 2007..................     100     90     84     79     74     69     59
June 25, 2008..................     100     80     71     63     55     47     34
June 25, 2009..................     100     72     60     50     40     33     20
June 25, 2010..................     100     64     51     40     30     23     12
June 25, 2011..................     100     58     43     32     23     16      7
June 25, 2012..................     100     51     36     25     17     11      4
June 25, 2013..................     100     46     31     20     13      8      3
June 25, 2014..................      99     41     26     16     10      5      2
June 25, 2015..................      98     37     22     13      7      4      1
June 25, 2016..................      97     33     18     10      5      3      1
June 25, 2017..................      94     29     15      8      4      2      0
June 25, 2018..................      92     25     13      6      3      1      0
June 25, 2019..................      89     22     10      5      2      1      0
June 25, 2020..................      86     19      9      4      1      1      0
June 25, 2021..................      83     16      7      3      1      0      0
June 25, 2022..................      79     14      6      2      1      0      0
June 25, 2023..................      76     12      5      2      1      0      0
June 25, 2024..................      72     10      4      1      0      0      0
June 25, 2025..................      68      9      3      1      0      0      0
June 25, 2026..................      63      7      2      1      0      0      0
June 25, 2027..................      58      6      2      1      0      0      0
June 25, 2028..................      53      5      1      0      0      0      0
June 25, 2029..................      47      4      1      0      0      0      0
June 25, 2030..................      41      3      1      0      0      0      0
June 25, 2031..................      34      2      1      0      0      0      0
June 25, 2032..................      27      2      0      0      0      0      0
June 25, 2033..................      20      1      0      0      0      0      0
June 25, 2034..................      11      1      0      0      0      0      0
June 25, 2035..................       3      0      0      0      0      0      0
June 25, 2036..................       0      0      0      0      0      0      0
Weighted Average Life
   Years to Maturity...........   21.42   8.13   5.75   4.32   3.39   2.74   1.92
   Years to Auction
      Distribution Date**......    2.99   2.56   2.36   2.17   1.99   1.83   1.52
   Years to Securities Purchase
      Right....................   21.25   7.11   4.82   3.54   2.74   2.23   1.55
   Years to Optional
      Termination..............   21.39   7.74   5.33   3.96   3.08   2.49   1.74


*    Rounded to the nearest whole percentage.

**   Assumes the certificates are sold on the Auction Distribution Date
     occurring in June 2009 and that the percentage of original certificate
     principal balance outstanding on such date will equal 0%.


                                      S-153



         PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*



                                                     CLASS A-2
                                                 PERCENTAGE OF CPR
                                  -----------------------------------------------
DISTRIBUTION DATE                   0%     10%    15%    20%    25%    30%    40%
-----------------                 -----   ----   ----   ----   ----   ----   ----

Initial Percentage.............     100    100    100    100    100    100    100
June 25, 2007..................     100     90     84     79     74     69     59
June 25, 2008..................     100     80     71     63     55     47     34
June 25, 2009..................     100     72     60     50     40     33     20
June 25, 2010..................     100     64     51     39     30     23     12
June 25, 2011..................     100     58     43     32     23     16      7
June 25, 2012..................     100     51     36     25     17     11      4
June 25, 2013..................     100     46     31     20     13      8      3
June 25, 2014..................      99     41     26     16     10      5      2
June 25, 2015..................      99     37     22     13      7      4      1
June 25, 2016..................      98     33     19     10      5      3      1
June 25, 2017..................      96     29     15      8      4      2      0
June 25, 2018..................      93     25     13      6      3      1      0
June 25, 2019..................      90     22     11      5      2      1      0
June 25, 2020..................      88     19      9      4      2      1      0
June 25, 2021..................      85     17      7      3      1      0      0
June 25, 2022..................      81     15      6      2      1      0      0
June 25, 2023..................      78     13      5      2      1      0      0
June 25, 2024..................      74     11      4      1      0      0      0
June 25, 2025..................      70      9      3      1      0      0      0
June 25, 2026..................      65      8      2      1      0      0      0
June 25, 2027..................      60      6      2      1      0      0      0
June 25, 2028..................      55      5      1      0      0      0      0
June 25, 2029..................      50      4      1      0      0      0      0
June 25, 2030..................      44      3      1      0      0      0      0
June 25, 2031..................      37      3      1      0      0      0      0
June 25, 2032..................      30      2      0      0      0      0      0
June 25, 2033..................      23      1      0      0      0      0      0
June 25, 2034..................      15      1      0      0      0      0      0
June 25, 2035..................       6      0      0      0      0      0      0
June 25, 2036..................       0      0      0      0      0      0      0
Weighted Average Life
   Years to Maturity...........   21.88   8.19   5.77   4.33   3.39   2.75   1.92
   Years to Auction
      Distribution Date**......    2.99   2.56   2.36   2.17   1.99   1.83   1.52
   Years to Securities Purchase
      Right....................   21.64   7.13   4.82   3.54   2.74   2.23   1.55
   Years to Optional
      Termination..............   21.82   7.77   5.34   3.96   3.08   2.49   1.74


*    Rounded to the nearest whole percentage.

**   Assumes the certificates are sold on the Auction Distribution Date
     occurring in June 2009 and that the percentage of original certificate
     principal balance outstanding on such date will equal 0%.


                                      S-154



         PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

                                               CLASS A-3
                                             PERCENTAGE OF CPR
                                ------------------------------------------
DISTRIBUTION DATE                  0%    10%   15%   20%   25%   30%   40%
-----------------               ------  ----  ----  ----  ----  ----  ----
Initial Percentage ...........     100   100   100   100   100   100   100
June 25, 2007 ................     100    90    84    79    74    69    59
June 25, 2008 ................     100    80    71    63    55    47    34
June 25, 2009 ................     100    72    60    50    41    33    20
June 25, 2010 ................     100    64    51    40    30    23    12
June 25, 2011 ................     100    58    43    32    23    16     7
June 25, 2012 ................     100    51    36    25    17    11     4
June 25, 2013 ................     100    46    31    20    13     8     3
June 25, 2014 ................     100    41    26    16    10     5     2
June 25, 2015 ................      99    37    22    13     7     4     1
June 25, 2016 ................      99    33    19    10     5     3     1
June 25, 2017 ................      97    29    16     8     4     2     0
June 25, 2018 ................      94    26    13     6     3     1     0
June 25, 2019 ................      91    22    11     5     2     1     0
June 25, 2020 ................      89    20     9     4     2     1     0
June 25, 2021 ................      86    17     7     3     1     0     0
June 25, 2022 ................      82    15     6     2     1     0     0
June 25, 2023 ................      79    13     5     2     1     0     0
June 25, 2024 ................      75    11     4     1     0     0     0
June 25, 2025 ................      71     9     3     1     0     0     0
June 25, 2026 ................      66     8     2     1     0     0     0
June 25, 2027 ................      61     7     2     1     0     0     0
June 25, 2028 ................      56     5     2     0     0     0     0
June 25, 2029 ................      51     4     1     0     0     0     0
June 25, 2030 ................      45     3     1     0     0     0     0
June 25, 2031 ................      38     3     1     0     0     0     0
June 25, 2032 ................      31     2     0     0     0     0     0
June 25, 2033 ................      24     1     0     0     0     0     0
June 25, 2034 ................      16     1     0     0     0     0     0
June 25, 2035 ................       8     0     0     0     0     0     0
June 25, 2036 ................       0     0     0     0     0     0     0
Weighted Average Life
   Years to Maturity .........   22.09  8.22  5.78  4.33   3.4  2.75  1.92
   Years to Auction
      Distribution Date** ....    2.99  2.56  2.36  2.17  1.99  1.83  1.52
   Years to Securities Purchase
      Right ..................   21.83  7.14  4.82  3.54  2.74  2.23  1.55
   Years to Optional
      Termination ............   22.02  7.79  5.34  3.96  3.08  2.49  1.74

*    Rounded to the nearest whole percentage.

**   Assumes the certificates are sold on the Auction Distribution Date
     occurring in June 2009 and that the percentage of original certificate
     principal balance outstanding on such date will equal 0%.


                                     S-155



         PERCENT OF ORIGINAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING*

                                    CLASS B-1, CLASS B-2 AND CLASS B-3
                                             PERCENTAGE OF CPR
                                ------------------------------------------
DISTRIBUTION DATE                 0%     10%   15%   20%   25%   30%   40%
-----------------               ------  ----  ----  ----  ----  ----  ----
Initial Percentage ...........     100   100   100   100   100   100   100
June 25, 2007 ................     100   100   100   100   100   100   100
June 25, 2008 ................     100   100   100   100   100   100    86
June 25, 2009 ................     100   100   100   100    92    84    67
June 25, 2010 ................     100   100   100    83    69    59    40
June 25, 2011 ................     100   100    89    66    52    41    24
June 25, 2012 ................     100   100    76    53    39    29    14
June 25, 2013 ................     100    95    65    42    29    20     9
June 25, 2014 ................      99    86    55    34    22    14     5
June 25, 2015 ................      99    77    46    27    16    10     3
June 25, 2016 ................      98    68    39    21    12     7     2
June 25, 2017 ................      96    60    32    17     9     5     1
June 25, 2018 ................      93    53    27    13     6     3     1
June 25, 2019 ................      91    46    22    10     5     2     0
June 25, 2020 ................      88    40    18     8     3     1     0
June 25, 2021 ................      85    35    15     6     2     1     0
June 25, 2022 ................      81    30    12     5     2     1     0
June 25, 2023 ................      78    26    10     4     1     0     0
June 25, 2024 ................      74    22     8     3     1     0     0
June 25, 2025 ................      70    19     6     2     1     0     0
June 25, 2026 ................      65    16     5     2     0     0     0
June 25, 2027 ................      60    13     4     1     0     0     0
June 25, 2028 ................      55    11     3     1     0     0     0
June 25, 2029 ................      50     9     2     1     0     0     0
June 25, 2030 ................      44     7     2     0     0     0     0
June 25, 2031 ................      37     5     1     0     0     0     0
June 25, 2032 ................      30     4     1     0     0     0     0
June 25, 2033 ................      23     3     1     0     0     0     0
June 25, 2034 ................      15     2     0     0     0     0     0
June 25, 2035 ................       6     1     0     0     0     0     0
June 25, 2036 ................       0     0     0     0     0     0     0
Weighted Average Life
   Years to Maturity .........   21.88  13.8  9.94  7.51  6.14  5.27  4.06
   Years to Securities
      Purchase Right .........   21.65  11.6  7.96  5.85  4.66  3.94  2.83
   Years to Optional
      Termination ............   21.82  12.93 9.04  6.73  5.43  4.61  3.47

*    Rounded to the nearest whole percentage.


                                     S-156



YIELD CONSIDERATIONS WITH RESPECT TO THE CLASS A-X CERTIFICATES

     The Class A-X Certificates will receive only distributions of interest on
and prior to the distribution date in June 2009. The Class A-X Certificates will
not receive any distributions following the distribution date in June 2009. The
yield to maturity on the Class A-X Certificates will be extremely sensitive to
the level of prepayments on all of the mortgage loans and the level of LIBOR.
The faster that the mortgage loans prepay and the more LIBOR increases, the less
interest the Class A-X Certificates will receive. Furthermore, the higher the
mortgage rates on the mortgage loans that prepay, the less interest the Class
A-X Certificates will receive. Furthermore, if the mortgage loans having higher
rates prepay more rapidly than those having lower rates, the rate at which
interest accrues on the Class A-X Certificates is also likely to decline.
Prospective investors should fully consider the risks associated with an
investment in the Class A-X Certificates, including the possibility that if the
rate of prepayments on the mortgage loans is faster than expected, an optional
termination of the trust occurs earlier than expected or LIBOR increases faster
than expected, investors may not fully recover their initial investments.

     To illustrate the significance of different rates of prepayment on the
distributions on the Class A-X Certificates, the table below indicates the
approximate pre tax yields to maturity for the Class A-X Certificates (on a
corporate bond equivalent basis) under the different percentages of CPR
indicated.

     Any differences between the assumptions and the actual characteristics and
performance of the mortgage loans and of the certificates may result in yields
to maturity different from those shown in the table. Discrepancies between
assumed and actual characteristics and performances underscore the hypothetical
nature of the table, which is provided only to give a general sense of the
sensitivity of the yield to maturity to varying percentages of CPR. In addition,
it is highly unlikely that the mortgage loans will prepay at a constant level of
CPR until maturity or that all of the mortgage loans will prepay at the same
rate. The timing of changes to the rate of prepayments may significantly affect
the actual yield to maturity to an investor, even if the average rate of
prepayments is consistent with an investor's expectation. In general, the
earlier a payment of principal on the mortgage loans, the greater the effect on
an investor's yield to maturity. As a result, the effect on an investor's yield
to maturity of prepayments occurring at a rate higher (or lower) than the rate
anticipated by the investor during the period immediately following the issuance
of the certificates will not be equally offset by a later like reduction (or
increase) in the rate of prepayments.

     The following sensitivity table for the Class A-X Certificates is based on
distributions to the Class A-X Certificates and the Structuring Assumptions and
assumes further that:

          o    the Class A-X Certificates are purchased at the price set forth
               in the table plus accrued interest on the notional amount from
               the cut-off date;

          o    that the assumed values of LIBOR, 1-Month LIBOR, 1-Year LIBOR,
               6-Month LIBOR and 1-Year CMT for the related interest accrual
               period are as set forth in the table in Schedule I to this
               prospectus supplement, beginning with the first interest accrual
               period related to the distribution date in July 2006;

          o    the notional balance of the Class A-X Certificates is reduced to
               zero on the earlier of the Auction Distribution Date or the
               Optional Termination Date; and

          o    that the Class A-X Certificattes will not receive any amounts
               from the Yield Maintenance Agreements.

     There can be no assurance that the mortgage loans will have the assumed
characteristics or will prepay at any of the rates shown below, that the
purchase price of the Class A-X Certificates will be as assumed or that the
pre-tax yield to maturity will correspond to any of the pre-tax yields shown in
the table below. The actual price to be paid for the Class A-X Certificates has
not been determined and will depend on the characteristics of the mortgage pool
as ultimately constituted. In addition to any other factors an investor may
consider material, each investor must make its own decision as to the
appropriate prepayment assumptions to be used in deciding whether or not to
purchase a class of offered certificates.


                                     S-157



 PRE-TAX YIELD TO MATURITY OF THE CLASS A-X CERTIFICATES AT AN ASSUMED PURCHASE
  PRICE OF 0.625% OF THE CLASS A-X CERTIFICATES PLUS ACCRUED INTEREST FROM THE
                                  CUT-OFF DATE

                                PERCENTAGE OF CPR
--------------------------------------------------------------------------------
                                 10%       15%       20%      30%       40%
                                ----      ----      ----      ---      -----
Yield.........................  33.8%     27.3%     20.7%     6.6%     (8.4)%

     Based on a constant prepayment rate of approximately 34% of the CPR, with
respect to the mortgage loans, the assumed purchase price above, plus accrued
interest from the cut-off date, and the assumptions described above, the pre-tax
yield to maturity of the Class A-X Certificates would be approximately 0%. If
the actual prepayment rate were to exceed the rate assumed above, even for one
month, while equaling that rate for all other months, an investor in the Class
A-X Certificates would not fully recover the initial purchase price of the Class
A-X Certificates.

     The pre-tax yields to maturity shown in the preceding table were calculated
by determining the monthly discount rate (whether positive or negative), which,
when applied to the assumed stream of cash flow to be paid on the Class A-X
Certificates, would cause the discounted present value of that assumed stream of
cash flow to equal the assumed purchase price. These monthly discount rates were
converted to corporate bond equivalent rates, which are higher than the monthly
discount rates because they are based on semiannual compounding. These yields to
maturity do not take into account the different interest rates at which
investors may be able to reinvest funds received by them as distributions on
these certificates and thus do not reflect the return on any investment in these
Class A-X Certificates when any reinvestment rates other than the discount rates
are considered.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The pooling and servicing agreement provides that the trust will constitute
multiple "real estate mortgage investment conduits" or REMICs. Elections will be
made to treat the trust as comprising multiple REMICs for federal income tax
purposes.

     Assuming compliance with the pooling and servicing agreement, in the
opinion of McKee Nelson LLP

     o   each REMIC created pursuant to the pooling and servicing agreement will
         be characterized as a REMIC within the meaning of section 860D of the
         Internal Revenue Code of 1986, as amended;

     o   each class of offered certificates (other than the Class A-R
         Certificate) will represent beneficial ownership of REMIC regular
         interests within the meaning of section 860G(a)(1) of the Code;

     o   the Class A-R Certificate will represent beneficial ownership of the
         residual interest in each REMIC within the meaning of section
         860G(a)(2) of the Code;

     o   each of the Yield Maintained Certificates, in addition to representing
         beneficial ownership of REMIC regular interests, will represent the
         right to receive payments from the related Yield Maintenance Account;

     o   each of the Auction Certificates will, in addition, represent rights
         and obligations under the Auction Swap Agreement; and

     o   the Class A-X Certificates, in addition to representing ownership of
         REMIC regular interests, will represent rights to any excess paid under
         the Yield Maintenance Agreements not used to make payments to the Yield
         Maintained Certificates.


                                     S-158



TAXATION OF REGULAR INTERESTS GENERALLY

     Interest on a REMIC regular interest must be included in income by a
beneficial owner under the accrual method of accounting, regardless of the
beneficial owner's regular method of accounting. In addition, the Class A-X
Certificates will, and certain other classes of offered certificates may, be
issued with original issue discount ("OID"). For purposes of the OID rules, if
two or more classes of certificates are acquired entirely by one beneficial
owner at original issuance, then the classes of certificates owned by such
beneficial owner will be aggregated and treated as a single debt instrument.
Consequently, if two or more classes of certificates were so aggregated, then
the beneficial owner would determine OID and qualified stated interest by
reference to the combined cash flows on those classes of certificates. Because
various classes of regular certificates are expected to be issued to one person
(which intends to continue to hold the regular certificates indefinitely and, in
any case, for at least 30 days), the securities administrator, on behalf of the
trust, intends to determine the existence and amount of any OID as if those
classes of regular certificates acquired entirely by a single beneficial owner
were one debt instrument. If two or more classes of regular certificates are
aggregated and treated as one debt instrument for purposes of determining the
existence and amount of OID, the stripped bond rules described in section 1286
of the Code would apply to subsequent purchasers of such regular certificates
(unless the purchaser acquires a pro-rata portion of each such class of regular
certificates). Under those rules, OID, rather than market discount, would be
created if the purchase price at the time the regular certificate is purchased
is less (by more than a de minimis amount) than its face amount. Because the
amount of OID, if any, created by such a transaction will depend on subsequent
transactions, information concerning the accrual of such OID will not be
available from the securities administrator or the trustee. All purchasers of
REMIC regular certificates are urged to consult their tax advisors for advice
regarding the effect, if any, of the original issue discount and stripped bond
provisions of the Code and the regulations thereunder on the purchase of the
regular certificates. See "Material Federal Income Tax Considerations--REMIC
Certificates--C. Regular Certificates--Original Issue Discount and Premium" in
the prospectus. The prepayment assumption that will be used in determining the
accrual of any OID, market discount or bond premium will be 20% CPR. No
representation is made that the mortgage loans will prepay at that rate or at
any other rate. OID must be included in income as it accrues on a constant yield
method, regardless of whether the certificateholder receives currently the cash
attributable to OID.

PAYMENTS FROM THE FINAL MATURITY RESERVE TRUST

     Any certificateholder receiving a principal payment from the Final Maturity
Reserve Trust will be treated as selling a portion of its certificate to the
Class I Certificateholder and will be treated as receiving the amount of the
principal payment from the Class I Certificateholder as proceeds of the sale.
The portion treated as having been sold will equal the amount of the
corresponding reduction in the certificate principal amount of such certificate.
Accordingly, any principal payment from the Final Maturity Reserve Trust will
not be treated as a distribution from any REMIC. Prospective investors should
consult their own tax advisors regarding the consequences to them of such a
sale.

ADDITIONAL CONSIDERATIONS APPLICABLE TO THE AUCTION CERTIFICATES

     The purchase of an Auction Certificate, for federal income tax purposes,
represents (i) the purchase of an undivided beneficial interest in a REMIC
regular interest; (ii) the purchase of a beneficial interest in the right to
receive payments from the Yield Maintenance Account; (iii) the obligation to
sell the Auction Certificates on the Auction Distribution Date; and (iv) the
acquisition of rights and obligations under the Auction Swap Agreement and the
related auction.

     On the Auction Distribution Date, each class of Auction Certificates will
be transferred to the third-party investor or investors with the highest bid for
that class in the auction conducted by the Auction Administrator, and the
holders will be entitled to receive the Par Price. For federal income tax
reporting purposes, each beneficial owner of an Auction Certificate will be
treated as having entered into a forward contract for the sale of its beneficial
ownership interest in the Auction Certificate on the Auction Distribution Date.

     For federal income tax reporting purposes, it will be assumed that no
significant consideration will be paid or received by the beneficial owner of an
Auction Certificate for the rights acquired or the obligations undertaken with
respect to the auction of the Auction Certificates. The Internal Revenue Service
could disagree, and if its position were upheld, the holders of the Auction
Certificates could have income from OID in addition to the stated interest on
their certificates or small offsets of premium against that stated interest. See
"Material Federal Income


                                      S-159



Tax Considerations--REMIC Certificates--C. Regular Certificates--Original Issue
Discount and Premium" in the prospectus.

     The interest of the holders of Auction Certificates in the REMIC regular
interest and the applicable auction should be treated as a straddle under
Section 1092 of the Code. Treatment as a straddle requires any gain or loss
realized upon the sale or exchange of the certificate (including any gain or
loss realized in connection with the mandatory transfer of the certificate to a
third-party investor on the Auction Distribution Date) to be treated as a
short-term gain or loss regardless of how long the certificate is held.
Treatment as a straddle also generally requires the certificateholder to
capitalize, rather than deduct, any interest and carrying charges allocable to
the certificate to the extent those charges exceed the ordinary income from the
certificate includible for the taxable year. In addition the Auction
Certificates may have to be treated as part of a conversion transaction, in
which case gain on sale will be treated as ordinary income to the extent the
holder's yield from the investment is less than 120% of the applicable federal
rate. In contrast, under the rule generally applicable to REMIC regular
interests, gain on sale is treated as ordinary income to the extent the holder's
yield from the REMIC regular interest is less than 110% of the applicable
federal rate.

     The correct treatment of the Auction Certificates is unclear. The Internal
Revenue Service might assert that the Auction Certificates represent the debt
of, or another interest in, the Auction Swap Counterparty. If such a position
were upheld it could affect the timing and character of the income on the
Auction Certificates, and the portion of such certificates which we describe
above as being REMIC regular interests would not be treated as REMIC regular
interests or qualifying assets for purposes of Sections 856(c)(4)(A),
7701(a)(19)(C) and 860G(a)(3) of the Code.

HOLDERS OF THE AUCTION CERTIFICATES ARE STRONGLY ADVISED TO CONSULT THEIR OWN
TAX ADVISORS REGARDING THE TREATMENT OF THEIR INTERESTS IN THE AUCTION
CERTIFICATES, INCLUDING THE ALLOCATION OF ISSUE PRICE, TIMING, CHARACTER AND
SOURCE OF INCOME, GAIN, DEDUCTION AND LOSS RESULTING FROM THE OWNERSHIP OF THEIR
CERTIFICATES.

TREATMENT OF THE YIELD MAINTAINED CERTIFICATES AND THE CLASS A-X CERTIFICATES

     In addition to the rights and obligations described above, each Yield
Maintained Certificate and the Class A-X Certificates will represent a
beneficial interest in the right to receive payments from the Yield Maintenance
Account. For federal income tax information reporting purposes, the entitlement
to such payments will be treated as an interest in an interest rate cap
contract, and each beneficial owner of a Yield Maintained Certificate and the
Class A-X Certificates will agree, by virtue of their purchase of such
Certificates, to adopt a tax reporting position consistent with that
characterization. Prospective investors in the Yield Maintained Certificates and
the Class A-X Certificates should consult their tax advisors regarding the tax
treatment of the rights of the beneficial owners of such Certificates with
respect to payments from the Yield Maintenance Account.

     A beneficial owner of a Yield Maintained Certificate or a Class A-X
Certificate must allocate a portion of its purchase price for such Certificate
to the interest rate cap component of the Yield Maintained Certificate and the
Class A-X Certificates. For federal income tax information reporting purposes,
the Pooling and Servicing Agreement will specify the portion of the issue price
of each Class of Yield Maintained Certificates and the Class A-X Certificates
allocable to the interest rate cap component of such Class and the portion
allocable to the REMIC regular interest component of each such Class.

     Upon the sale, exchange, or other disposition of a Yield Maintained
Certificate or a Class A-X Certificate, the beneficial owner must allocate a
portion of the amount realized to the interest rate cap component based on the
relative fair market values of that component to the other components of the
Yield Maintained Certificate or the Class A-X Certificates, as applicable, at
the time of sale.

     As indicated above, a portion of the purchase price paid by a beneficial
owner to acquire a Yield Maintained Certificate or a Class A-X Certificate will
be attributable to the interest rate cap component of such certificate. The
portion of the overall purchase price attributable to the interest rate cap
component must be amortized over the life of such Yield Maintained Certificate
or a Class A-X Certificate, taking into account the declining balance of the
related regular interest component. Treasury regulations concerning notional
principal contracts provide alternative methods for amortizing the purchase
price of an interest rate cap contract. Beneficial owners are urged to consult
their tax advisors concerning the methods that can be employed to amortize the
portion


                                      S-160



of the purchase price paid for the interest rate cap component of a Yield
Maintained Certificate or a Class A-X Certificate.

     Any payments received by a holder of a Yield Maintained Certificate or a
Class A-X Certificate from the Yield Maintenance Account will be treated as
periodic payments received from the interest rate cap contract. To the extent
the sum of such periodic payments for any year exceed that year's amortized cost
of the interest rate cap component, such excess is ordinary income. If for any
year the amount of that year's amortized cost exceeds the sum of the periodic
payments, such excess is allowable as an ordinary deduction. A beneficial
owner's ability to recognize a net deduction with respect to the interest rate
cap component is limited under Sections 67 and 68 of the Code in the case of (i)
estates and trusts and (ii) 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, REMICs and non-publicly offered regulated
investment companies, but do not include estates, nongrantor trusts,
cooperatives, real estate investment trusts and publicly-offered regulated
investment companies. Further, such a beneficial owner will not be able to
recognize a net deduction with respect to the interest rate cap component in
computing the beneficial owner's alternative minimum tax liability.

CERTAIN OWNERS OF THE OFFERED CERTIFICATES

     The Class A-R Certificates, the subordinate certificates, and the regular
interest component of the Yield Maintained Certificates and the Class A-X
Certificates will be treated as (i) assets described in Section 7701(a)(19)(C)
of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) "real
estate assets" under Section 856(c)(4)(A) of the Code, and will be so treated in
the same proportion that the assets of the Trust Estate, exclusive of the Yield
Maintenance Agreements, Yield Maintenance Account, and the Final Maturity
Reserve Account, would be so treated. The rights and obligations with respect to
any of the mandatory auction, the Final Maturity Reserve Account and the rights
under the interest rate cap component of the Yield Maintained Certificates and
the Class A-X Certificates will not be treated as assets described in Section
7701(a)(19)(C) of the Code or "real estate assets" under Section 856(c)(4)(A) of
the Code. Moreover, the Class A-R Certificate will not be and, because of these
additional rights and obligations associated with ownership of the Yield
Maintained Certificates and the Class A-X Certificates, the Yield Maintained
Certificates and the Class A-X Certificates would not likely be qualified
mortgages in the hands of a REMIC.

THE RESIDUAL CERTIFICATE

     The holder of the Class A-R Certificate must include the taxable income of
each REMIC in its federal taxable income. The resulting tax liability of such
holder may exceed cash distributions to such holder during certain periods. All
or a portion of the taxable income from the Class A-R Certificate recognized by
a holder may be treated as "excess inclusion" income, which, with limited
exceptions, is subject to U.S. federal income tax.

     The purchaser of the Class A-R Certificate should consider carefully the
tax consequences of an investment in residual certificates as discussed in the
Prospectus and should consult its own tax advisors with respect to those
consequences. See "Material Federal Income Tax Consequences--REMIC
Certificates--D. Residual Certificates" in the prospectus. Specifically,
prospective holders of the Class A-R Certificate should consult their tax
advisors regarding whether, at the time of acquisition, the Class A-R
Certificate will be treated as consisting of "non-economic" residual interests,
"non-significant value" residual interests and "tax avoidance potential"
residential interests. See "Material Federal Income Tax Consequences--REMIC
Certificates--J. Tax-Related Restrictions on Transfers of Residual
Certificates--Non-economic Residual Certificates" in the prospectus.
Additionally, for information regarding prohibited transactions and treatment of
realized losses, see "Material Federal Income Tax Consequences--REMIC
Certificates--E. Prohibited Transactions and Other Taxes" and "--REMIC
Certificates--C. Regular Certificates--Treatment of Realized Losses" in the
prospectus.

REPORTABLE TRANSACTIONS

     Pursuant to recently enacted legislation, a penalty in the amount of
$10,000 in the case of a natural person and $50,000 in any other case is imposed
on any taxpayer that fails to file timely an information return with the IRS
with respect to a "reportable transaction" (as defined in Section 6011 of the
Code). The rules defining "reportable transactions" are complex and include
transactions that result in certain losses that exceed threshold amounts.


                                      S-161



Prospective investors are advised to consult their own tax advisers regarding
any possible disclosure obligations in light of their particular circumstances.

                                   STATE TAXES

     The depositor makes no representations regarding the tax consequences of
the purchase, ownership or disposition of the offered certificates under the tax
laws of any state. Investors considering an investment in the offered
certificates should consult their own tax advisors regarding those tax
consequences.

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

                              ERISA CONSIDERATIONS

     ERISA and the Internal Revenue Code impose requirements on certain employee
benefit plans-- and on certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans, collective
investment funds and insurance company general and separate accounts in which
plans, accounts or arrangements are invested-- and on persons who are
fiduciaries with respect to these types of plans and arrangements. In this
prospectus supplement we refer to these types of plans and arrangements as
"Plans."

     ERISA prohibits "parties in interest" with respect to a Plan from engaging
in certain transactions involving the Plan and its assets unless a statutory,
regulatory or administrative exemption applies to the transaction. Section 4975
of the Code imposes certain excise taxes on prohibited transactions involving
plans described under that section; ERISA authorizes the imposition of civil
penalties for prohibited transactions involving plans not covered under Section
4975 of the Code. Any Plan fiduciary which proposes to cause a Plan to acquire
any of the offered certificates should consult with its counsel with respect to
the potential consequences under ERISA and the Code of the Plan's acquisition
and ownership of such Certificates. See "ERISA Considerations" in the
prospectus.

     Certain employee benefit plans, including governmental plans and certain
church plans, are not subject to ERISA's requirements. Accordingly, assets of
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 and state law.
Any such plan which is qualified and exempt from taxation under Sections 401(a)
and 501(a) of the Code may nonetheless be subject to the prohibited transaction
rules set forth in Section 503 of the Code.

     Investments by Plans that are subject to ERISA 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 which decides to
invest the assets of a Plan in the offered certificates should consider, among
other factors, the extreme sensitivity of the investments to the rate of
principal payments (including prepayments) on the underlying mortgage loans.

THE UNDERWRITER'S EXEMPTION

     The U.S. Department of Labor has granted to Greenwich Capital Markets, Inc.
Prohibited Transaction Exemption ("PTE") 90-59 (Exemption Application No.
D-8374), as amended by PTE 97-34 (Exemption Application No. D-10245 and D-10246)
and by PTE 2000-58 (Exemption Application No. D-10829) and PTE 2002-41
(Exemption Application No. D-11077) (the "Underwriter's Exemption"), which
exempts from the application of the prohibited transaction rules transactions
relating to

          o    the acquisition, holding and sale by Plans of certain securities
               representing an undivided interest in certain asset-backed
               pass-through entities with respect to which Greenwich Capital
               Markets, Inc. or any of its affiliates is the sole underwriter or
               the manager or co-manager of the underwriting syndicate or the
               selling or placement agent, and

          o    the servicing, operation and management of such asset-backed
               pass-through entities,


                                      S-162



provided that the general conditions and certain other requirements set forth in
the Underwriter's Exemption are satisfied.

     Each of the conditions listed below must be satisfied for the Underwriter's
Exemption to apply.

          o    The acquisition of the certificates by a Plan is on terms
               (including the price for the certificates) that are at least as
               favorable to the Plan as they would be in an arm's length
               transaction with an unrelated party.

          o    Unless the investment pool contains certain types of assets, the
               rights and interests evidenced by the certificates cannot be
               subordinated to the rights and interests evidenced by other
               certificates of the same trust.

          o    The certificates acquired by the Plan have received a rating at
               the time of such acquisition that is one of the three highest
               generic rating categories (four, if the investment pool contains
               certain types of assets) from each rating agency identified in
               the exemption.

          o    The trustee must not be an affiliate of any other member of the
               "restricted group" (as defined below), other than an underwriter.

          o    The sum of all payments made to and retained by the underwriter
               in connection with the distribution of the certificates
               represents not more than reasonable compensation for underwriting
               the certificates; the sum of all payments made to and retained by
               the seller pursuant to the assignment of the trust assets to the
               trust represents not more than the fair market value of such
               loans; the sum of all payments made to and retained by any
               servicer represents not more than reasonable compensation for the
               servicer's services under the agreement pursuant to which the
               loans are pooled and reimbursements of such person's reasonable
               expenses in connection therewith.

          o    The Plan investing in the certificates is an "accredited
               investor" as defined in Rule 501(a)(1) of Regulation D of the SEC
               under the Securities Act of 1933.

     The trust must also meet each of the requirements listed below.

     o    The assets of the investment pool must consist solely of certain:

          o    secured consumer receivables,

          o    secured credit instruments,

          o    obligations secured by certain residential and/or commercial real
               property,

          o    obligations secured by motor vehicles or equipment, or qualified
               motor vehicle leases,

          o    guaranteed governmental mortgage pool certificates and/or

          o    fractional undivided interests in any of the above obligations.

     o    Such assets must be of the type that have been included in other
          investment pools. Certificates evidencing interests in such other
          investment pools must have been rated in one of the three highest
          generic rating categories (four, if the investment pool contains
          certain types of assets) by a rating agency for at least one year
          prior to the Plan's acquisition of certificates. Certificates
          evidencing interests in such other investment pools must have been
          purchased by investors other than Plans for at least one year prior to
          any Plan's acquisition of certificates.


                                      S-163



     Moreover, the Underwriter's Exemption provides relief from certain
self-dealing/conflict of interest prohibited transactions that may occur when
the Plan fiduciary causes a Plan to acquire certificates in a trust holding
receivables as to which the fiduciary (or its affiliate) is an obligor provided,
among other requirements, that

          o    in the case of an acquisition in connection with the initial
               issuance of certificates, at least 50% of each class of
               certificates in which Plans have invested and at least 50% of the
               aggregate interests in the trust is acquired by persons
               independent of the restricted group;

          o    such fiduciary (or its affiliate) is an obligor with respect to
               not more than 5% of the fair market value of the obligations
               contained in the trust;

          o    the Plan's investment in certificates of any class does not
               exceed 25% of all of the certificates of that class outstanding
               at the time of the acquisition; and

          o    immediately after the acquisition, no more than 25% of the assets
               of any Plan with respect to which such person is a fiduciary are
               invested in certificates representing an interest in one or more
               issuers containing assets sold or serviced by the same entity.

     This relief does not apply to Plans sponsored by members of the "restricted
group" consisting of the depositor, the master servicer, the trustee, an
underwriter, any indemnitor or any obligor with respect to mortgage loans
included in the trust constituting more than 5% of the aggregate unamortized
principal balance of the trust assets, or any affiliate of these parties.

     It is expected that the Underwriter's Exemption will apply to the
acquisition and holding by Plans of the REMIC regular interest portion of the
offered certificates that consist, in part, of REMIC regular interests provided
that those conditions of the Underwriter's Exemption within the control of the
investors are met.

     The rating of an offered certificate may change. If a class of offered
certificates no longer has a rating of at least BBB- or Baa3, certificates of
that class will no longer be eligible for relief under the Underwriter's
Exemption, and consequently may not be purchased by or sold to a Plan (although
a Plan that had purchased the certificate when it had an investment-grade rating
would not be required by the Underwriter's Exemption to dispose of it) unless
the trustee receives:

          o    a representation from the acquirer or transferee of the
               certificate to the effect that the transferee is not a Plan or a
               person acting on behalf of any such Plan or using the assets of
               any such Plan to effect such transfer, or

          o    if the purchaser is an insurance company, a representation that
               the purchaser is an insurance company that is purchasing the
               offered certificate with funds contained in an "insurance company
               general account" (as such term is defined in Section V(e) of PTCE
               95-60) and that the purchase and holding of the offered
               certificate are covered under Section I and III of PTCE 95-60.

     BECAUSE THE CHARACTERISTICS OF THE CLASS A-R CERTIFICATE MAY NOT MEET THE
REQUIREMENTS OF THE EXEMPTION DISCUSSED ABOVE OR ANY OTHER ISSUED EXEMPTION
UNDER ERISA INCLUDING PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 83-1
DISCUSSED UNDER "ERISA CONSIDERATIONS" IN THE PROSPECTUS, THE PURCHASE AND
HOLDING OF THE CLASS A-R CERTIFICATE BY A PLAN OR BY INDIVIDUAL RETIREMENT
ACCOUNTS OR OTHER PLANS SUBJECT TO SECTION 4975 OF THE CODE MAY RESULT IN
PROHIBITED TRANSACTIONS OR THE IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES.
CONSEQUENTLY, THE INITIAL ACQUISITION AND TRANSFER OF THE CLASS A-R CERTIFICATE
WILL NOT BE REGISTERED BY THE SECURITIES ADMINISTRATOR, AS CERTIFICATE
REGISTRAR, UNLESS THE SECURITIES ADMINISTRATOR, AS CERTIFICATE REGISTRAR,
RECEIVES:

          o    a representation from the acquirer or transferee of the Class A-R
               Certificate to the effect that the transferee is not a Plan, or a
               person acting on behalf of any such Plan or using the assets of
               any such Plan to effect such transfer, or


                                      S-164



          o    if the purchaser is an insurance company, a representation that
               the purchaser is an insurance company which is purchasing the
               Class A-R Certificate with funds contained in an "insurance
               company general account" (as such term is defined in Section V(e)
               of PTCE 95-60) and that the purchase and holding of the Class A-R
               Certificate are covered under Section I and III of PTCE 95-60.

ERISA CONSIDERATIONS WITH RESPECT TO THE AUCTION SWAP AGREEMENT AND THE FINAL
MATURITY RESERVE TRUST

     The swap feature related to each of the Auction Certificates under the
Auction Swap Agreement is not eligible for the exemptive relief available under
the Underwriter's Exemption. The transactions under the Auction Swap Agreement
are likely to be characterized under ERISA and Section 4975 of the Code as
principal transactions between the owner of an Auction Certificate and the
Auction Swap Counterparty, to the extent of the right of an Auction
Certificateholder to receive the excess, if any, of the Par Price over the
Auction Proceeds for such class of Auction Certificates, and the right of the
Auction Swap Counterparty to receive such excess, if any, of the Auction
Proceeds over the Par Price for the Auction Certificates. Therefore, the
purchase of an Auction Certificate before the Auction Distribution Date by a
Plan under certain circumstances could be characterized as, or result in, a
prohibited transaction under ERISA and Section 4975 of the Code between a Plan
which holds the Auction Certificate and the Auction Swap Counterparty (if it is
a Party in Interest with respect to the Plan, as defined in the prospectus),
unless another administrative exemption is available. In addition, when the
certificates are retired if payments are made to Class A-1, Class A-2, Class
A-3, Class B-1, Class B-2 and Class B-3 from the Final Maturity Reserve Trust,
for purposes of ERISA and Section 4975 of the Code this may be deemed to be a
sale or exchange of property between certificateholders that are Plans and the
Class I Certificateholder, who may be a Party in Interest with respect to such
Plans and consequently may result in a prohibited transaction unless another
administrative exemption is available.

     Accordingly, no Plan or other person using Plan Assets may acquire or hold
an offered certificate (other than the Class A-X Certificates) otherwise
eligible for the Underwriter's Exemption before the termination of the Final
Maturity Reserve Trust, unless such acquisition or holding is eligible for the
exemptive relief available under Department of Labor Prohibited Transaction
Class Exemption 84-14 (for transactions by independent "qualified professional
asset managers"), 91-38 (for transactions by bank collective investment funds),
90-1 (for transactions by insurance company pooled separate accounts), 95-60
(for transactions by insurance company general accounts) or 96-23 (for
transactions effected by "in-house asset managers"). Plan fiduciaries should
consult their legal counsel concerning these issues. Each beneficial owner of an
offered 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 either (i) it is not a Plan or (ii) the acquisition and
holding of that certificate are eligible for the exemptive relief available
under one of the five Prohibited Transaction Class Exemptions as required
immediately above. It should be noted that as PTCE 95-60 would cover the
prohibited transactions discussed herein in connection with the Final Maturity
Reserve Trust and the Auction Swap Agreements and any certificate whose rating
has fallen to below BBB- and Baa3 could be purchased by insurance company
general accounts pursuant to such exemption.

     If any offered certificate, or any interest therein, is acquired or held in
violation of the provisions of the preceding paragraph, the next preceding
permitted beneficial owner will be treated as the beneficial owner of that
certificate, retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
certificate, or interest therein, was effected in violation of the provisions of
the preceding paragraph shall indemnify to the extent permitted by law and hold
harmless the depositor, the trustee, the master servicer, the servicers, the
seller 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.

FIDUCIARY CONSIDERATIONS

     Greenwich Capital Acceptance, Inc., the seller and the trustee make no
representation that the sale of any of the offered certificates to a Plan or
other purchaser acting on its behalf meets any relevant ERISA or other legal
requirement for investment by Plans generally or any particular Plan, or that
the investment is appropriate for Plans generally or any particular Plan. Each
Plan fiduciary should make its own determination as to the applicability of the
Underwriter's Exemption and any other exemptions to the acquisition, holding and
disposition of offered certificates and any rights associated with such
certificates.


                                      S-165



                         LEGAL INVESTMENT CONSIDERATIONS

     The senior certificates and the Class B-1 Certificates will constitute
"mortgage related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984 ("SMMEA") so long as they are rated in one of the two
highest rating categories by at least one nationally recognized statistical
rating organization and, as such, are legal investments for certain entities to
the extent provided for in SMMEA.

     There may be restrictions on the ability of certain investors, including
depository institutions, either to purchase the offered certificates or to
purchase offered certificates representing more than a specified percentage of
the investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the offered certificates constitute legal
investments for those investors. See "Legal Investment Considerations" in the
prospectus.

                                 USE OF PROCEEDS

     The net proceeds from the sale of the offered certificates will be applied
by the depositor, or an affiliate thereof, toward the purchase of the mortgage
loans from the seller. The mortgage loans will be acquired by the depositor from
the seller in a privately negotiated transaction. In order to facilitate the
release of liens on certain of the mortgage loans that the seller will sell to
the depositor, Greenwich Capital Markets, Inc. will advance approximately $1.55
billion to various lenders to repay certain financing arrangements between the
seller and the various lenders.

                             METHOD OF DISTRIBUTION

     Subject to the terms and conditions set forth in the underwriting agreement
between the depositor and Greenwich Capital Markets, Inc., which is an affiliate
of the depositor, Bear, Stearns & Co. Inc., Lehman Brothers Inc. and Credit
Suisse Securities (USA) LLC, the depositor has agreed to sell to the
underwriters, and the underwriters have agreed to purchase from the depositor,
the amount of the offered certificates set forth in the table below:



          GREENWICH CAPITAL   BEAR, STEARNS &   LEHMAN BROTHERS       CREDIT SUISSE
CLASS       MARKETS, INC.         CO. INC.            INC.        SECURITIES (USA) LLC
-----     -----------------   ---------------   ---------------   --------------------

A-1....     $  198,122,400      $ 28,303,200      $ 28,303,200        $ 28,303,200
A-2....     $  413,849,800      $ 59,121,400      $ 59,121,400        $ 59,121,400
A-3....     $  441,812,700      $ 63,116,100      $ 63,116,100        $ 63,116,100
A-X*...     $1,053,784,900      $150,540,700      $150,540,700        $150,540,700
A-R....     $          100      $          0      $          0        $          0
B-1....     $   11,969,300      $  1,709,900      $  1,709,900        $  1,709,900
B-2....     $    8,160,600      $  1,165,000      $  1,165,800        $  1,165,800
B-3....     $    4,896,500      $    699,500      $    699,500        $    699,500


----------
*    Notional Amount

     Distribution of the offered certificates will be made by the underwriters
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. The underwriters may effect those
transactions by selling offered certificates to or through dealers and those
dealers may receive from the underwriters, for which they act as agent,
compensation in the form of underwriting discounts, concessions or commissions.
The underwriters and any dealers that participate with the underwriters in the
distribution of the offered certificates may be deemed to be an underwriter, and
any discounts, commissions or concessions received by them, and any profits on
resale of the offered certificates purchased by them, may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.

     The depositor has been advised by the underwriters that they intend to make
a market in the offered certificates but have no obligation to do so. There can
be no assurance that a secondary market for the offered certificates will
develop or, if it does develop, that it will continue.

     The depositor has agreed to indemnify the underwriters against, or make
contributions to the underwriters with respect to, certain liabilities,
including liabilities under the Securities Act of 1933.


                                      S-166



                                  LEGAL MATTERS

     Certain legal matters in connection with the issuance of the offered
certificates will be passed upon by McKee Nelson LLP, Washington, D.C., as
counsel for the depositor and for the underwriters. Certain legal matters will
be passed upon for the seller by Stroock & Stroock & Lavan LLP, New York, New
York, as counsel for the seller.

                                     RATINGS

     It is a condition to the issuance of the offered certificates that the
senior certificates be rated "AAA" by Fitch Ratings ("Fitch") and "Aaa" by
Moody's Investors Service, Inc. ("Moody's," and together with Fitch, the "rating
agencies"). It is a condition to the issuance of the Class B-1 Certificates that
they be rated at least "Aa2" by Moody's and at least "AA+" by Fitch. It is a
condition to the issuance of the Class B-2 Certificates that they be rated at
least "A2" by Moody's and at least "AA-" by Fitch. It is a condition to the
issuance of the Class B-3 Certificates that they be rated at least "Baa2" by
Moody's and at least "A" by Fitch.

     The ratings assigned by the above rating agencies address the likelihood of
the receipt of all distributions on the mortgage loans by the related
certificateholders under the agreement pursuant to which the certificates are
issued. The ratings of each rating agency take into consideration the credit
quality of the related mortgage pool, including any credit support providers,
structural and legal aspects associated with the certificates, and the extent to
which the payment stream on that mortgage pool is adequate to make payments
required by the certificates. However, ratings of the certificates do not
constitute a statement regarding frequency of prepayments on the related
mortgage loans.

     The ratings do not address the possibility that, as a result of principal
prepayments, holders of the offered certificates may receive a lower than
anticipated yield, and such ratings do not address the ability of the seller to
repurchase certain mortgage loans for which the interest rate or terms have
converted.

     The ratings do not address the likelihood that any payments under the Yield
Maintenance Agreements will be made to the holders of the Class A-1, Class A-2
or Class A-3 Certificates.

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

     The depositor has not engaged any rating agency other than Fitch and
Moody's to provide ratings on the offered certificates. However, there can be no
assurance as to whether any other rating agency will rate the offered
certificates or, if it does, what ratings would be assigned by that rating
agency. Any 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 Fitch and Moody's.


                                      S-167



                                GLOSSARY OF TERMS

     AB Servicing Criteria. The servicing criteria established in Item 1122(d)
of Regulation AB.

     Aggregate Subordinate Percentage. For any distribution date, the percentage
equivalent of a fraction, the numerator of which is the aggregate certificate
principal amount of the subordinate certificates immediately prior to that date
and the denominator of which is the Pool Balance for that date.

     Applicable Credit Support Percentage. For each class of subordinate
certificates and any distribution date, the sum of the Class Subordination
Percentage of that class and the aggregate Class Subordination Percentage of all
other classes of subordinate certificates having higher numerical class
designations than that class.

     Apportioned Principal Balance. For any distribution date, any loan group
and for any class of subordinate certificates, an amount equal to the
certificate principal amount of that class immediately prior to that
distribution date multiplied by a fraction, the numerator of which is the
related Subordinate Component for that date and the denominator of which is the
sum of the Subordinate Components (in the aggregate) for that date.

     Available Funds. For any distribution date and any loan group, an amount
equal to:

     (A)  the sum of the following with respect to each mortgage loan in that
          loan group:

          o    all scheduled installments of interest (net of the related trust
               expense fees and retained interest, if any) and principal due on
               the due date in the month in which that distribution date occurs
               and in each case received prior to the related Determination
               Date, together with any advances in respect of the mortgage loan;

          o    all net proceeds of any insurance policies with respect to the
               mortgage loan, to the extent those proceeds are not applied to
               the restoration of the related mortgaged property or released to
               the related borrower in accordance with the related servicer's
               normal servicing procedures and, if the mortgage is a defaulted
               mortgage loan, all net liquidation proceeds with respect to the
               mortgage loan;

          o    any amounts received with respect to foreclosed properties for
               that distribution date;

          o    any amount of compensating interest received in respect of the
               mortgage loan for that distribution date;

          o    all partial or full prepayments of the mortgage loan (but not
               including prepayment penalties) received during the related
               Prepayment Period for that distribution date; and

          o    if the loan is defective and is repurchased by the seller, or if
               the mortgage loan is repurchased by the seller pursuant to any
               applicable option to repurchase, amounts received during the
               related Prepayment Period as payment of the purchase price or
               substitution adjustment amount for the loan;

reduced by

     (B)  the sum of the following with respect to each mortgage loan in that
          loan group:

          o    amounts in reimbursement for advances previously made in respect
               of the mortgage loan and other amounts as to which the master
               servicer, the securities administrator and the trustee are
               entitled to be reimbursed pursuant to the pooling and servicing
               agreement; and

          o    the trust expense fees including the servicing fees, master
               servicing fees and retained interest, if any.


                                      S-168



     Class Subordination Percentage. For any distribution date and each class of
subordinate certificates, a fraction (expressed as a percentage) the numerator
of which is the certificate principal amount of that class immediately before
that date and the denominator of which is the aggregate certificate principal
amount of all classes of certificates immediately before that date.

     Determination Date. For any distribution date and each mortgage loan, the
date set forth in the related servicing agreement on which the related servicer
determines the amount to be remitted to the master servicer.

     Due Period. For any distribution date, the period commencing on the second
day of the month preceding the month in which that distribution date occurs and
ending on the first day of the month in which that distribution date occurs.

     Final Maturity Reserve Amount. For each loan group and each distribution
date on and after the distribution date in June 2016 up to and including the
earlier of the distribution date in June 2036 or the termination of the trust,
the product of (x) the related Final Maturity Reserve Rate divided by 12 and (y)
the related Pool Balance on the first day of the related Due Period (not
including for this purpose mortgage loans in the related loan group for which
prepayments in full have been received and distributed in the month prior to
that distribution date).

     Final Maturity Reserve Rate. For the mortgage loans in group 1, group 2 and
group 3, an annual rate of 0.01151%, 0.00777% and 0.00799%, respectively.

     Original Applicable Credit Support Percentage. For each class of
subordinate certificates, the Applicable Credit Support Percentage for that
class on the date of issuance of the certificates.

     Pool Balance. For any distribution date, the aggregate of the Stated
Principal Balances of the mortgage loans outstanding on the first day of the
month preceding the month of that distribution date.

     Prepayment Period. For any distribution date, the calendar month preceding
the month in which that distribution date occurs.

     Principal Distribution Amount. For any distribution date and loan group,
the sum of the following for each such mortgage loan in that loan group:

          o    each scheduled payment of principal collected or advanced on the
               mortgage loan by the related servicer or the master servicer in
               the related Due Period;

          o    if the mortgage loan is repurchased, the principal portion of the
               related purchase price, for the loan, deposited in the collection
               account during the related Prepayment Period;

          o    the principal portion of any related substitution adjustment
               amount for the mortgage loan deposited in the collection account
               during the related Prepayment Period;

          o    if the mortgage loan is not yet a liquidated mortgage loan, the
               principal portion of all insurance proceeds for the mortgage loan
               received during the related Prepayment Period;

          o    if the mortgage loan is a liquidated mortgage loan, the principal
               portion of all net liquidation proceeds for the mortgage loan
               received during the related Prepayment Period, other than
               Recoveries; and

          o    the principal portion of all partial and full principal
               prepayments of the mortgage loan and any Recoveries, in each case
               received during the related Prepayment Period.

     Recovery. With respect to any distribution date and mortgage loan that
became a liquidated mortgage loan in a month preceding the month of that
distribution date, an amount received in respect of such liquidated mortgage
loan during the related Prepayment Period which has previously been allocated as
a realized loss to a class or classes of certificates, net of reimbursable
expenses.


                                      S-169



     Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by
the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Securities and Exchange Commission, or as may be provided by the
Securities and Exchange Commission or its staff from time to time.

     Senior Credit Support Depletion Date. The date on which the aggregate
certificate principal balance of the subordinate certificates has been reduced
to zero.

     Senior Percentage. For each distribution date and each loan group, the
percentage equivalent of a fraction, the numerator of which is the aggregate of
the certificate principal balance of the class or classes of senior certificates
relating to the loan group immediately prior to that date and the denominator of
which is the Stated Principal Balance of all mortgage loans in the related loan
group for that date; provided, however, that on any distribution date after a
Senior Termination Date has occurred with respect to a loan group, the Senior
Percentage for such loan group will be equal to 0%; and, provided, further, that
on any distribution date after a Senior Termination Date has occurred with
respect to two loan groups, the Senior Percentage of the remaining senior
certificates is the percentage equivalent of a fraction, the numerator of which
is the aggregate of the certificate principal balances of the remaining class or
classes of senior certificates immediately prior to such date and the
denominator of which is the aggregate of the certificate principal balances of
all classes of certificates, immediately prior to such date.

     Senior Prepayment Percentage. For each loan group and any distribution date
occurring before July 2013, 100%. Thereafter, each Senior Prepayment Percentage
will be subject to gradual reduction as described in the following paragraphs.
This disproportionate allocation of unscheduled payments of principal will have
the effect of accelerating the amortization of the senior certificates while, in
the absence of realized losses, increasing the interest in the principal balance
of the mortgage loans evidenced by the subordinate certificates. Increasing the
interest of the subordinate certificates relative to that of the senior
certificates is intended to preserve the availability of the subordination
provided by the subordinate certificates.

     For each loan group and any distribution date occurring on or after the
distribution date in July 2013, the related Senior Prepayment Percentage will be
as follows:

     o    for any distribution date in the first year thereafter, the related
          Senior Percentage plus 70% of the related Subordinate Percentage for
          that date;

     o    for any distribution date in the second year thereafter, the related
          Senior Percentage plus 60% of the related Subordinate Percentage for
          that date;

     o    for any distribution date in the third year thereafter, the related
          Senior Percentage plus 40% of the related Subordinate Percentage for
          that date;

     o    for any distribution date in the fourth year thereafter, the related
          Senior Percentage plus 20% of the related Subordinate Percentage for
          that date; and

     o    for any distribution date thereafter, the related Senior Percentage
          for that date.

     Notwithstanding the preceding paragraphs, no decrease in the Senior
Prepayment Percentage for any loan group will occur unless the Step Down Test is
satisfied on such distribution date.

     However, if, on any distribution date occurring on or after the
distribution date in July 2013, the Senior Percentage for such loan group
exceeds the initial Senior Percentage for such loan group, the related Senior
Prepayment Percentage for that date will once again equal 100%.

     Notwithstanding the preceding paragraphs, (i) if on any distribution date
prior to July 2009 the Two Times Test is satisfied, the Senior Prepayment
Percentage for each loan group will equal the related Senior Percentage for that
date plus 50% of an amount equal to 100% minus the related Senior Percentage for
that date and (ii) if on any distribution date in or after July 2009 the Two
Times Test is satisfied, the Senior Prepayment Percentage for each loan group
will equal the related Senior Percentage for that date.


                                      S-170



     Senior Principal Distribution Amount. For any distribution date and each
loan group will equal the sum of:

          o    the related Senior Percentage of all amounts for that date
               described in the first four bullets of the definition of
               "Principal Distribution Amount" with respect to that loan group;

plus

          o    for each mortgage loan in the related loan group that became a
               liquidated mortgage loan during the related Prepayment Period,
               the lesser of:

          (a)  the related Senior Percentage of the Stated Principal Balance of
               that mortgage loan, and

          (b)  the related Senior Prepayment Percentage of the amount of the net
               liquidation proceeds allocable to principal received on that
               mortgage loan;

plus

          o    the related Senior Prepayment Percentage of the amounts for that
               distribution date described in the sixth bullet of the definition
               of "Principal Distribution Amount."

     Senior Termination Date. For any loan group is the date on which the
aggregate certificate principal balance of the related class or classes of
senior certificates is reduced to zero.

     Stated Principal Balance. For any mortgage loan and due date, the unpaid
principal balance of the mortgage loan as of the due date, as specified in its
amortization schedule at the time (before any adjustment to the amortization
schedule for any moratorium or similar waiver or grace period), after giving
effect to any previous partial prepayments and net liquidation proceeds received
and to the payment of principal due on that due date and irrespective of any
delinquency in payment by the related borrower.

     Step Down Test. As to any distribution date, the application of both of the
following conditions (which conditions may or may not be satisfied):

     first,    the outstanding principal balance of all mortgage loans
               delinquent 60 days or more (including mortgage loans in
               foreclosure and REO property), averaged over the preceding six
               month period, as a percentage of the aggregate certificate
               principal balance of the subordinate certificates, does not equal
               or exceed 50%, and

     second,   cumulative realized losses on all of the mortgage loans do not
               exceed:

               o    for any distribution date on or after the seventh
                    anniversary of the first distribution date, 30% of the
                    aggregate certificate principal balance of the subordinate
                    certificates as of the closing date,

               o    for any distribution date on or after the eighth anniversary
                    of the first distribution date, 35% of the aggregate
                    certificate principal balance of the subordinate
                    certificates as of the closing date,

               o    for any distribution date on or after the ninth anniversary
                    of the first distribution date, 40% of the aggregate
                    certificate principal balance of the subordinate
                    certificates as of the closing date,

               o    for any distribution date on or after the tenth anniversary
                    of the first distribution date, 45% of the aggregate
                    certificate principal balance of the subordinate
                    certificates as of the closing date, and


                                      S-171



               o    for any distribution date on or after the eleventh
                    anniversary of the first distribution date, 50% of the
                    aggregate certificate principal balance of the subordinate
                    certificates as of the closing date.

     Subordinate Component. For any distribution date and with respect to any
loan group is the aggregate Stated Principal Balances of the mortgage loans in
the related loan group, as of the first day of the month preceding the month in
which such distribution date occurs, minus the aggregate certificate principal
balance of the related senior certificates immediately prior to such
distribution date.

     Subordinate Percentage. For each loan group and any distribution date will
be equal to the difference between 100% and the related Senior Percentage for
such loan group on such distribution date; provided, however, that on any
distribution date after a Senior Termination Date has occurred with respect to
two loan groups, the Subordinate Percentage will represent the entire interest
of the subordinate certificates in the mortgage loans and will be equal to the
difference between 100% and the related Senior Percentage for such distribution
date.

     Subordinate Prepayment Percentage. For any distribution date and each loan
group, the difference between 100% and the related Senior Prepayment Percentage
for that date.

     Subordinate Principal Distribution Amount. For any distribution date and
each loan group will equal the sum of the following amounts:

          o    the related Subordinate Percentage of all amounts for that date
               described in the first four bullets in the definition of
               "Principal Distribution Amount,"

          o    for each mortgage loan in the related loan group that became a
               liquidated mortgage loan during the related Prepayment Period,
               the portion of the net liquidation proceeds allocable to
               principal received on the loan, after application of the amounts
               pursuant to the second bullet in the definition of "Senior
               Principal Distribution Amount" up to the related Subordinate
               Percentage of the Stated Principal Balance of the mortgage loan,
               and

          o    the related Subordinate Prepayment Percentage of the amounts for
               that distribution date described in the sixth bullet in the
               definition of "Principal Distribution Amount."

     On any distribution date after a Senior Termination Date has occurred with
respect to two loan groups, the Subordinate Principal Distribution Amount will
not be calculated by loan group but will equal the amount calculated pursuant to
the formula set forth above based on the Subordinate Percentage or Subordinate
Prepayment Percentage, as applicable, for the subordinate certificates for such
distribution date with respect to all of the mortgage loans as opposed to the
mortgage loans in the related loan group only.

     Two Times Test. On any distribution date, the satisfaction of all of the
following conditions:

          o    the Aggregate Subordinate Percentage is at least two times the
               Aggregate Subordinate Percentage as of the closing date,

          o    the condition described in clause first of the definition of
               "Step Down Test" is satisfied, and

          o    on or after the distribution date in July 2009, cumulative
               realized losses do not exceed 30% of the aggregate certificate
               principal balance of the subordinate certificates as of the
               closing date, or prior to the distribution date in July 2009,
               cumulative realized losses do not exceed 20% of the aggregate
               certificate principal balance of the subordinate certificates as
               of the closing date.


                                      S-172



                                   SCHEDULE I

                              INTEREST RATE CURVES

   INTEREST       1-MONTH     6-MONTH      1-YEAR     1-YEAR
ACCRUAL PERIOD   LIBOR (%)   LIBOR (%)   LIBOR (%)   CMT (%)
--------------   ---------   ---------   ---------   -------
        1         5.25200     5.51600     5.61700    5.15000
        2         5.39007     5.56189     5.63566    5.20880
        3         5.47265     5.58321     5.64122    5.23082
        4         5.50408     5.58872     5.63852    5.22955
        5         5.55076     5.58682     5.63204    5.20629
        6         5.54707     5.57500     5.62049    5.17008
        7         5.52101     5.56235     5.60839    5.13837
        8         5.51507     5.55276     5.59782    5.11990
        9         5.50492     5.54226     5.58718    5.10882
       10         5.49294     5.53149     5.57706    5.10508
       11         5.48149     5.52079     5.56784    5.10663
       12         5.47293     5.51015     5.55979    5.10953
       13         5.46480     5.49925     5.55296    5.10786
       14         5.45347     5.48828     5.54709    5.10071
       15         5.44178     5.47809     5.54198    5.09216
       16         5.43018     5.46915     5.53774    5.08237
       17         5.41912     5.46193     5.53442    5.07156
       18         5.40905     5.45690     5.53203    5.06000
       19         5.40043     5.45451     5.53058    5.04799
       20         5.39372     5.45404     5.53000    5.03591
       21         5.38937     5.45430     5.53023    5.02417
       22         5.38784     5.45498     5.53115    5.01323
       23         5.38958     5.45573     5.53261    5.00362
       24         5.39505     5.45613     5.53443    4.99591
       25         5.39770     5.45569     5.53641    4.99071
       26         5.39522     5.45503     5.53898    4.98786
       27         5.39338     5.45522     5.54269    4.98668
       28         5.39225     5.45632     5.54745    4.98704
       29         5.39191     5.45841     5.55313    4.98879
       30         5.39243     5.46156     5.55960    4.99171
       31         5.39387     5.46585     5.56669    4.99554
       32         5.39632     5.47151     5.57424    5.00000
       33         5.39984     5.47855     5.58204    5.00476
       34         5.40451     5.48671     5.58988    5.00944
       35         5.41040     5.49568     5.59753    5.01362
       36         5.41758     5.50511     5.60475    5.01687
       37         5.42705     5.51462     5.61126    5.01866
       38         5.43763     5.52364     5.61705    5.01963
       39         5.44769     5.53178     5.62232    5.02071
       40         5.45709     5.53888     5.62710    5.02190
       41         5.46569     5.54481     5.63146    5.02318
       42         5.47336     5.54941     5.63546    5.02454
       43         5.47995     5.55256     5.63915    5.02596
       44         5.48532     5.55480     5.64264    5.02744
       45         5.48933     5.55692     5.64601    5.02896
       46         5.49184     5.55913     5.64938    5.03050
       47         5.49272     5.56168     5.65285    5.03205
       48         5.49182     5.56484     5.65655    5.03361
       49         5.49308     5.56888     5.66062    5.03514


                                      S-I-1



   INTEREST       1-MONTH     6-MONTH      1-YEAR     1-YEAR
ACCRUAL PERIOD   LIBOR (%)   LIBOR (%)   LIBOR (%)   CMT (%)
--------------   ---------   ---------   ---------   -------
       50         5.49771     5.57343     5.66505    5.03685
       51         5.50229     5.57787     5.66969    5.03890
       52         5.50680     5.58220     5.67446    5.04128
       53         5.51122     5.58640     5.67932    5.04398
       54         5.51553     5.59044     5.68419    5.04700
       55         5.51972     5.59433     5.68900    5.05032
       56         5.52377     5.59840     5.69369    5.05392
       57         5.52767     5.60296     5.69816    5.05779
       58         5.53140     5.60792     5.70234    5.06191
       59         5.53494     5.61317     5.70615    5.06627
       60         5.53828     5.61860     5.70949    5.07085
       61         5.54359     5.62407     5.71227    5.07563
       62         5.55053     5.62911     5.71429    5.08040
       63         5.55674     5.63324     5.71549    5.08495
       64         5.56217     5.63642     5.71597    5.08924
       65         5.56674     5.63857     5.71586    5.09326
       66         5.57040     5.63964     5.71528    5.09698
       67         5.57309     5.63957     5.71438    5.10037
       68         5.57476     5.63846     5.71330    5.10341
       69         5.57534     5.63665     5.71219    5.10608
       70         5.57478     5.63441     5.71123    5.10834
       71         5.57301     5.63204     5.71058    5.11019
       72         5.56998     5.62985     5.71043    5.11158
       73         5.56662     5.62817     5.71096    5.11250
       74         5.56415     5.62717     5.71198    5.11316
       75         5.56222     5.62684     5.71319    5.11380
       76         5.56088     5.62720     5.71460    5.11446
       77         5.56017     5.62831     5.71625    5.11515
       78         5.56012     5.63020     5.71816    5.11591
       79         5.56077     5.63292     5.72035    5.11677
       80         5.56218     5.63591     5.72285    5.11775
       81         5.56437     5.63859     5.72568    5.11890
       82         5.56738     5.64098     5.72888    5.12025
       83         5.57126     5.64307     5.73247    5.12182
       84         5.57605     5.64488     5.73647    5.12367
       85         5.57829     5.64643     5.74091    5.12582
       86         5.57790     5.64830     5.74627    5.12809
       87         5.57834     5.65113     5.75284    5.13023
       88         5.57966     5.65496     5.76041    5.13225
       89         5.58189     5.65984     5.76872    5.13414
       90         5.58507     5.66581     5.77754    5.13589
       91         5.58926     5.67290     5.78658    5.13749
       92         5.59449     5.68145     5.79558    5.13894
       93         5.60080     5.69140     5.80426    5.14023
       94         5.60824     5.70228     5.81230    5.14135
       95         5.61685     5.71356     5.81942    5.14230
       96         5.62667     5.72473     5.82528    5.14307
       97         5.63932     5.73521     5.82956    5.14365
       98         5.65282     5.74416     5.83199    5.14404
       99         5.66453     5.75107     5.83272    5.14423
      100         5.67437     5.75583     5.83200    5.14421
      101         5.68224     5.75837     5.83011    5.14397


                                      S-I-2



   INTEREST       1-MONTH     6-MONTH      1-YEAR     1-YEAR
ACCRUAL PERIOD   LIBOR (%)   LIBOR (%)   LIBOR (%)   CMT (%)
--------------   ---------   ---------   ---------   -------
      102         5.68808     5.75860     5.82732    5.14352
      103         5.69178     5.75643     5.82392    5.14284
      104         5.69326     5.75220     5.82023    5.14192
      105         5.69245     5.74672     5.81655    5.14076
      106         5.68925     5.74056     5.81323    5.13935
      107         5.68358     5.73433     5.81059    5.13769
      108         5.67534     5.72868     5.80899    5.13577
      109         5.66703     5.72426     5.80880    5.13357
      110         5.66112     5.72130     5.80990    5.13130
      111         5.65636     5.71965     5.81188    5.12913
      112         5.65279     5.71934     5.81461    5.12710
      113         5.65046     5.72044     5.81799    5.12522
      114         5.64943     5.72298     5.82189    5.12351
      115         5.64973     5.72703     5.82617    5.12201
      116         5.65143     5.73213     5.83071    5.12072
      117         5.65457     5.73763     5.83537    5.11968
      118         5.65920     5.74325     5.84001    5.11890
      119         5.66538     5.74872     5.84448    5.11841
      120         5.67314     5.75375     5.84862    5.11824
      121         5.67962     5.75803     5.85229    5.11841
      122         5.68364     5.76175     5.85581    5.11876
      123         5.68752     5.76531     5.85957    5.11911
      124         5.69124     5.76870     5.86348    5.11945
      125         5.69480     5.77191     5.86745    5.11980
      126         5.69821     5.77494     5.87137    5.12014
      127         5.70144     5.77778     5.87515    5.12048
      128         5.70449     5.78089     5.87868    5.12082
      129         5.70737     5.78465     5.88185    5.12116
      130         5.71005     5.78886     5.88456    5.12150
      131         5.71254     5.79336     5.88669    5.12184
      132         5.71484     5.79795     5.88812    5.12217
      133         5.71969     5.80245     5.88874    5.12251
      134         5.72647     5.80619     5.88823    5.12284
      135         5.73205     5.80860     5.88648    5.12317
      136         5.73638     5.80965     5.88370    5.12350
      137         5.73945     5.80928     5.88011    5.12383
      138         5.74119     5.80748     5.87594    5.12416
      139         5.74159     5.80419     5.87141    5.12449
      140         5.74059     5.79946     5.86677    5.12481
      141         5.73817     5.79364     5.86227    5.12513
      142         5.73427     5.78719     5.85815    5.12546
      143         5.72887     5.78058     5.85467    5.12578
      144         5.72193     5.77428     5.85211    5.12610
      145         5.71387     5.76878     5.85072    5.12642
      146         5.70653     5.76450     5.85047    5.12674
      147         5.70041     5.76156     5.85106    5.12706
      148         5.69554     5.76000     5.85237    5.12737
      149         5.69196     5.75986     5.85430    5.12769
      150         5.68970     5.76117     5.85674    5.12800
      151         5.68881     5.76398     5.85956    5.12831
      152         5.68932     5.76778     5.86265    5.12863
      153         5.69127     5.77185     5.86589    5.12894


                                      S-I-3



   INTEREST       1-MONTH     6-MONTH      1-YEAR     1-YEAR
ACCRUAL PERIOD   LIBOR (%)   LIBOR (%)   LIBOR (%)   CMT (%)
--------------   ---------   ---------   ---------   -------
      154         5.69471     5.77596     5.86915    5.12925
      155         5.69966     5.77986     5.87229    5.12955
      156         5.70617     5.78328     5.87519    5.12986
      157         5.71103     5.78596     5.87771    5.13017
      158         5.71319     5.78817     5.88051    5.13047
      159         5.71536     5.79039     5.88415    5.13078
      160         5.71752     5.79260     5.88839    5.13108
      161         5.71968     5.79482     5.89294    5.13138
      162         5.72185     5.79704     5.89751    5.13169
      163         5.72401     5.79925     5.90183    5.13199
      164         5.72617     5.80246     5.90560    5.13229
      165         5.72834     5.80734     5.90852    5.13258
      166         5.73050     5.81335     5.91028    5.13288
      167         5.73266     5.81996     5.91056    5.13318
      168         5.73482     5.82664     5.90905    5.13347
      169         5.74283     5.83282     5.90542    5.13377
      170         5.75471     5.83693     5.90012    5.13406
      171         5.76354     5.83772     5.89399    5.13436
      172         5.76925     5.83513     5.88728    5.13465
      173         5.77176     5.82906     5.88027    5.13494
      174         5.77100     5.81945     5.87323    5.13523
      175         5.76689     5.80622     5.86644    5.13552
      176         5.75936     5.79181     5.86019    5.13581
      177         5.74834     5.77910     5.85476    5.13609
      178         5.73374     5.76867     5.85046    5.13638
      179         5.71549     5.76112     5.84760    5.13667
      180         5.69352     5.75705     5.84647    5.13695
      181         5.68250     5.75709     5.84741    5.13724
      182         5.68491     5.75934     5.84944    5.13752
      183         5.68725     5.76151     5.85137    5.13780
      184         5.68949     5.76359     5.85320    5.13808
      185         5.69166     5.76557     5.85492    5.13837
      186         5.69373     5.76745     5.85654    5.13865
      187         5.69571     5.76924     5.85805    5.13893
      188         5.69761     5.77093     5.85945    5.13920
      189         5.69940     5.77251     5.86074    5.13948
      190         5.70110     5.77399     5.86191    5.13976
      191         5.70270     5.77536     5.86296    5.14004
      192         5.70420     5.77662     5.86389    5.14031
      193         5.70559     5.77777     5.86470    5.14059
      194         5.70688     5.77880     5.86538    5.14086
      195         5.70806     5.77971     5.86594    5.14114
      196         5.70913     5.78051     5.86636    5.14141
      197         5.71008     5.78118     5.86665    5.14168
      198         5.71092     5.78173     5.86681    5.14195
      199         5.71164     5.78216     5.86683    5.14222
      200         5.71224     5.78245     5.86671    5.14250
      201         5.71272     5.78261     5.86645    5.14277
      202         5.71307     5.78264     5.86604    5.14304
      203         5.71330     5.78254     5.86548    5.14330
      204         5.71340     5.78229     5.86478    5.14357
      205         5.71336     5.78191     5.86392    5.14384


                                      S-I-4



   INTEREST       1-MONTH     6-MONTH      1-YEAR     1-YEAR
ACCRUAL PERIOD   LIBOR (%)   LIBOR (%)   LIBOR (%)   CMT (%)
--------------   ---------   ---------   ---------   -------
      206         5.71320     5.78138     5.86291    5.14411
      207         5.71289     5.78070     5.86174    5.14437
      208         5.71245     5.77988     5.86041    5.14464
      209         5.71187     5.77891     5.85893    5.14490
      210         5.71114     5.77779     5.85727    5.14517
      211         5.71027     5.77651     5.85545    5.14543
      212         5.70925     5.77507     5.85346    5.14570
      213         5.70808     5.77347     5.85130    5.14596
      214         5.70676     5.77172     5.84897    5.14622
      215         5.70528     5.76979     5.84646    5.14649
      216         5.70365     5.76771     5.84377    5.14675
      217         5.70185     5.76545     5.84090    5.14701
      218         5.69990     5.76302     5.83785    5.14727
      219         5.69778     5.76042     5.83461    5.14753
      220         5.69550     5.75764     5.83118    5.14779
      221         5.69305     5.75468     5.82756    5.14805
      222         5.69042     5.75155     5.82375    5.14831
      223         5.68763     5.74823     5.81974    5.14857
      224         5.68466     5.74472     5.81554    5.14883
      225         5.68151     5.74103     5.81113    5.14908
      226         5.67818     5.73715     5.80653    5.14934
      227         5.67467     5.73307     5.80171    5.14960
      228         5.67098     5.72880     5.79669    5.14986
      229         5.66710     5.72434     5.79146    5.15011
      230         5.66303     5.71967     5.78624    5.15037
      231         5.65876     5.71480     5.78125    5.15062
      232         5.65431     5.70973     5.77652    5.15088
      233         5.64966     5.70445     5.77205    5.15114
      234         5.64481     5.69896     5.76787    5.15139
      235         5.63976     5.69327     5.76399    5.15165
      236         5.63451     5.68778     5.76043    5.15190
      237         5.62905     5.68295     5.75721    5.15215
      238         5.62339     5.67882     5.75434    5.15241
      239         5.61751     5.67542     5.75184    5.15266
      240         5.61142     5.67277     5.74973    5.15291
      241         5.60762     5.67093     5.74803    5.15317
      242         5.60623     5.66949     5.74654    5.15342
      243         5.60483     5.66805     5.74505    5.15367
      244         5.60343     5.66661     5.74355    5.15392
      245         5.60203     5.66516     5.74205    5.15418
      246         5.60062     5.66370     5.74054    5.15443
      247         5.59920     5.66225     5.73903    5.15468
      248         5.59778     5.66078     5.73751    5.15493
      249         5.59636     5.65932     5.73600    5.15518
      250         5.59494     5.65785     5.73448    5.15543
      251         5.59351     5.65638     5.73295    5.15569
      252         5.59207     5.65490     5.73143    5.15594
      253         5.59064     5.65342     5.72990    5.15619
      254         5.58920     5.65194     5.72837    5.15644
      255         5.58775     5.65046     5.72684    5.15669
      256         5.58631     5.64897     5.72530    5.15694
      257         5.58486     5.64748     5.72377    5.15719


                                      S-I-5



   INTEREST       1-MONTH     6-MONTH      1-YEAR     1-YEAR
ACCRUAL PERIOD   LIBOR (%)   LIBOR (%)   LIBOR (%)   CMT (%)
--------------   ---------   ---------   ---------   -------
      258         5.58341     5.64599     5.72223    5.15744
      259         5.58195     5.64450     5.72069    5.15769
      260         5.58050     5.64301     5.71915    5.15794
      261         5.57904     5.64151     5.71761    5.15819
      262         5.57758     5.64001     5.71607    5.15844
      263         5.57612     5.63852     5.71453    5.15869
      264         5.57466     5.63702     5.71299    5.15894
      265         5.57320     5.63552     5.71144    5.15919
      266         5.57174     5.63402     5.70990    5.15944
      267         5.57027     5.63252     5.70836    5.15969
      268         5.56881     5.63102     5.70682    5.15994
      269         5.56734     5.62952     5.70528    5.16019
      270         5.56588     5.62802     5.70374    5.16044
      271         5.56441     5.62652     5.70220    5.16069
      272         5.56294     5.62502     5.70066    5.16094
      273         5.56148     5.62352     5.69912    5.16119
      274         5.56001     5.62202     5.69759    5.16144
      275         5.55855     5.62052     5.69605    5.16169
      276         5.55708     5.61903     5.69452    5.16195
      277         5.55562     5.61754     5.69299    5.16220
      278         5.55416     5.61604     5.69146    5.16245
      279         5.55270     5.61455     5.68994    5.16270
      280         5.55124     5.61307     5.68842    5.16295
      281         5.54978     5.61158     5.68690    5.16320
      282         5.54833     5.61010     5.68538    5.16345
      283         5.54688     5.60861     5.68387    5.16370
      284         5.54543     5.60714     5.68236    5.16396
      285         5.54398     5.60566     5.68085    5.16421
      286         5.54253     5.60419     5.67935    5.16446
      287         5.54109     5.60272     5.67785    5.16471
      288         5.53965     5.60125     5.67636    5.16496
      289         5.53821     5.59979     5.67487    5.16522
      290         5.53678     5.59834     5.67338    5.16547
      291         5.53535     5.59688     5.67190    5.16572
      292         5.53392     5.59543     5.67043    5.16598
      293         5.53250     5.59399     5.66895    5.16623
      294         5.53108     5.59255     5.66749    5.16648
      295         5.52967     5.59111     5.66603    5.16674
      296         5.52826     5.58968     5.66458    5.16699
      297         5.52685     5.58825     5.66313    5.16725
      298         5.52545     5.58683     5.66169    5.16750
      299         5.52406     5.58542     5.66025    5.16776
      300         5.52267     5.58401     5.65882    5.16801
      301         5.52128     5.58261     5.65740    5.16827
      302         5.51990     5.58121     5.65598    5.16853
      303         5.51853     5.57982     5.65457    5.16878
      304         5.51716     5.57844     5.65317    5.16904
      305         5.51580     5.57706     5.65178    5.16930
      306         5.51444     5.57569     5.65039    5.16956
      307         5.51309     5.57432     5.64901    5.16982
      308         5.51175     5.57297     5.64764    5.17007
      309         5.51041     5.57162     5.64628    5.17033


                                      S-I-6



   INTEREST       1-MONTH     6-MONTH      1-YEAR     1-YEAR
ACCRUAL PERIOD   LIBOR (%)   LIBOR (%)   LIBOR (%)   CMT (%)
--------------   ---------   ---------   ---------   -------
      310         5.50908     5.57028     5.64493    5.17059
      311         5.50776     5.56894     5.64358    5.17085
      312         5.50645     5.56762     5.64224    5.17111
      313         5.50514     5.56630     5.64092    5.17137
      314         5.50384     5.56499     5.63960    5.17164
      315         5.50255     5.56369     5.63829    5.17190
      316         5.50126     5.56240     5.63699    5.17216
      317         5.49999     5.56111     5.63570    5.17242
      318         5.49872     5.55984     5.63442    5.17269
      319         5.49746     5.55857     5.63315    5.17295
      320         5.49621     5.55732     5.63189    5.17321
      321         5.49497     5.55607     5.63064    5.17348
      322         5.49374     5.55483     5.62940    5.17374
      323         5.49252     5.55361     5.62817    5.17401
      324         5.49130     5.55239     5.62695    5.17428
      325         5.49010     5.55119     5.62574    5.17454
      326         5.48891     5.54999     5.62455    5.17481
      327         5.48772     5.54881     5.62337    5.17508
      328         5.48655     5.54763     5.62220    5.17535
      329         5.48539     5.54647     5.62104    5.17562
      330         5.48423     5.54532     5.61989    5.17589
      331         5.48309     5.54418     5.61875    5.17616
      332         5.48196     5.54305     5.61763    5.17643
      333         5.48084     5.54193     5.61652    5.17670
      334         5.47973     5.54083     5.61542    5.17698
      335         5.47863     5.53973     5.61434    5.17725
      336         5.47755     5.53865     5.61327    5.17752
      337         5.47647     5.53758     5.61221    5.17780
      338         5.47541     5.53653     5.61117    5.17807
      339         5.47436     5.53549     5.61014    5.17835
      340         5.47332     5.53446     5.60912    5.17862
      341         5.47230     5.53344     5.60812    5.17890
      342         5.47129     5.53244     5.60713    5.17918
      343         5.47029     5.53145     5.60616    5.17946
      344         5.46930     5.53048     5.60520    5.17974
      345         5.46833     5.52951     5.60426    5.18002
      346         5.46737     5.52857     5.60333    5.18030
      347         5.46642     5.52763     5.60242    5.18058
      348         5.46549     5.52672     5.60152    5.18087
      349         5.46457     5.52581     5.60064    5.18115
      350         5.46366     5.52493     5.59978    5.18143
      351         5.46277     5.52405     5.59893    5.18172
      352         5.46190     5.52319     5.59809    5.18200
      353         5.46104     5.52235     5.59726    5.18229
      354         5.46019     5.52152     5.59645    5.18258
      355         5.45936     5.52071     5.59564    5.18286
      356         5.45854     5.51992     5.59485    5.18315
      357         5.45774     5.51914     5.59406    5.18344
      358         5.45696     5.51837     5.59327    5.18373
      359         5.45619     5.51760     5.59249    5.18402
      360         5.45544     5.51685     5.59172    5.18431


                                      S-I-7



                                    ANNEX A:
          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

     Except in certain limited circumstances, the globally offered Thornburg
Mortgage Securities Trust 2006-3, Mortgage Loan Pass-Through Certificates,
Series 2006-3 (the "Global Securities") will be available only in book-entry
form. Investors in the Global Securities may hold such Global Securities through
any of DTC, Clearstream Luxembourg or Euroclear. The Global Securities will be
tradeable as home market instruments in both the European and U.S. domestic
markets. Initial settlement and all secondary trades will settle in same-day
funds.

     Secondary market trading between investors holding Global Securities
through Clearstream Luxembourg and Euroclear will be conducted in the ordinary
way in accordance with their normal rules and operating procedures and in
accordance with conventional eurobond practice (i.e., seven calendar day
settlement).

     Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations and prior mortgage loan asset backed
certificates issues.

     Secondary cross-market trading between Clearstream Luxembourg or Euroclear
and DTC Participants holding Certificates will be effected on a
delivery-against-payment basis through the respective Depositaries of
Clearstream Luxembourg and Euroclear (in such capacity) and as DTC Participants.

     A holder that is not a United States person (as described below) of Global
Securities will be subject to U.S. withholding taxes unless such holders meet
certain requirements and deliver appropriate U.S. tax documents to the
securities clearing organizations or their participants.

INITIAL SETTLEMENT

     All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will
be represented through financial institutions acting on their behalf as direct
and indirect Participants in DTC. As a result, Clearstream Luxembourg and
Euroclear will hold positions on behalf of their participants through their
respective Relevant Depositaries, which in turn will hold such positions in
accounts as DTC Participants.

     Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to prior mortgage loan asset backed
certificates issues. Investor securities custody accounts will be credited with
their holdings against payment in same-day funds on the settlement date.

     Investors electing to hold their Global Securities through Clearstream
Luxembourg or Euroclear accounts will follow the settlement procedures
applicable to conventional eurobonds, except that there will be no temporary
global security and no "lock-up" or restricted period. Global Securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.

SECONDARY MARKET TRADING

     Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

     TRADING BETWEEN DTC PARTICIPANTS. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior mortgage
loan asset backed certificates issues in same-day funds.

     TRADING BETWEEN CLEARSTREAM LUXEMBOURG AND/OR EUROCLEAR PARTICIPANTS.
Secondary market trading between Clearstream Luxembourg Participants or
Euroclear Participants will be settled using the procedures applicable to
conventional eurobonds in same-day funds.


                                      S-A-1



     TRADING BETWEEN DTC SELLER AND CLEARSTREAM LUXEMBOURG OR EUROCLEAR
PURCHASER. When Global Securities are to be transferred from the account of a
DTC Participant to the account of a Clearstream Luxembourg Participant or a
Euroclear Participant, the purchaser will send instructions to Clearstream
Luxembourg or Euroclear through a Clearstream Luxembourg Participant or
Euroclear Participant at least one business day prior to settlement. Clearstream
Luxembourg or Euroclear will instruct the respective Relevant Depositary, as the
case may be, to receive the Global Securities against payment. Payment will
include interest accrued on the Global Securities from and including the last
coupon payment date to and excluding the settlement date, on the basis of either
the actual number of days in such accrual period and a year assumed to consist
of 360 days or a 360-day year of twelve 30-day months as applicable to the
related class of Global Securities. For transactions settling on the 31st of the
month, payment will include interest accrued to and excluding the first day of
the following month. Payment will then be made by the respective Relevant
Depositary of the DTC Participant's account against delivery of the Global
Securities. After settlement has been completed, the Global Securities will be
credited to the respective clearing system and by the clearing system, in
accordance with its usual procedures, to the Clearstream Luxembourg
Participant's or Euroclear Participant's account. The securities credit will
appear the next day (European time) and the cash debt will be back-valued to,
and the interest on the Global Securities will accrue from, the value date
(which would be the preceding day when settlement occurred in New York). If
settlement is not completed on the intended value date (i.e., the trade fails),
the Clearstream Luxembourg or Euroclear cash debt will be valued instead as of
the actual settlement date.

     Clearstream Luxembourg Participants and Euroclear Participants will need to
make available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to preposition
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream Luxembourg or
Euroclear. Under this approach, they may take on credit exposure to Clearstream
Luxembourg or Euroclear until the Global Securities are credited to their
accounts one day later.

     As an alternative, if Clearstream Luxembourg or Euroclear has extended a
line of credit to them, Clearstream Luxembourg Participants or Euroclear
Participants can elect not to preposition funds and allow that credit line to be
drawn upon the finance settlement. Under this procedure, Clearstream Luxembourg
Participants or Euroclear Participants purchasing Global Securities would incur
overdraft charges for one day, assuming they cleared the overdraft when the
Global Securities were credited to their accounts. However, interest on the
Global Securities would accrue from the value date. Therefore, in many cases the
investment income on the Global Securities earned during that one-day period may
substantially reduce or offset the amount of such overdraft charges, although
this result will depend on each Clearstream Luxembourg Participant's or
Euroclear Participant's particular cost of funds.

     Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective European Depositary for the benefit of Clearstream Luxembourg
Participants or Euroclear Participants. The sale proceeds will be available to
the DTC seller on the settlement date. Thus, to the DTC Participants a
cross-market transaction will settle no differently than a trade between two DTC
Participants.

     TRADING BETWEEN CLEARSTREAM LUXEMBOURG OR EUROCLEAR SELLER AND DTC
PURCHASER. Due to time zone differences in their favor, Clearstream Luxembourg
Participants and Euroclear Participants may employ their customary procedures
for transactions in which Global Securities are to be transferred by the
respective clearing system, through the respective Relevant Depositary, to a DTC
Participant. The seller will send instructions to Clearstream Luxembourg or
Euroclear through a Clearstream Luxembourg Participant or Euroclear Participant
at least one business day prior to settlement. In these cases Clearstream
Luxembourg or Euroclear will instruct the respective Relevant Depositary, as
appropriate, to deliver the Global Securities to the DTC Participant's account
against payment. Payment will include interest accrued on the Global Securities
from and including the last coupon payment to and excluding the settlement date
on the basis of either the actual number of days in such accrual period and a
year assumed to consist of 360 days or a 360-day year of twelve 30-day months as
applicable to the related class of Global Securities. For transactions settling
on the 31st of the month, payment will include interest accrued to and excluding
the first day of the following month. The payment will then be reflected in the
account of the Clearstream Luxembourg Participant or Euroclear Participant the
following day, and receipt of the cash proceeds in the Clearstream Luxembourg
Participant's or Euroclear Participant's account would be back-valued to the
value date (which would be the preceding day, when settlement occurred in New
York). Should the Clearstream Luxembourg Participant or Euroclear Participant
have a line of credit with its respective clearing system and elect to


                                      S-A-2



be in debt in anticipation of receipt of the sale proceeds in its account, the
back-valuation will extinguish any overdraft incurred over that one day period.
If settlement is not completed on the intended value date (i.e., the trade
fails), receipt of the cash proceeds in the Clearstream Luxembourg Participant's
or Euroclear Participant's account would instead be valued as of the actual
settlement date.

     Finally, day traders that use Clearstream Luxembourg or Euroclear and that
purchase Global Securities from DTC Participants for delivery to Clearstream
Luxembourg Participants or Euroclear Participants should note that these trades
would automatically fail on the sale side unless affirmative action were taken.
At least three techniques should be readily available to eliminate this
potential problem:

          (a) borrowing through Clearstream Luxembourg or Euroclear for one day
     (until the purchase side of the day trade is reflected in their Clearstream
     Luxembourg or Euroclear accounts) in accordance with the clearing system's
     customary procedures;

          (b) borrowing the Global Securities in the U.S. from a DTC Participant
     no later than one day prior to the settlement, which would give the Global
     Securities sufficient time to be reflected in their Clearstream Luxembourg
     or Euroclear account in order to settle the sale side of the trade; or

          (c) staggering the value dates for the buy and sell sides of the trade
     so that the value date for the purchase from the DTC Participant is at
     least one day prior to the value date for the sale to the Clearstream
     Luxembourg or Euroclear Participant.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

     A holder that is not a "United States person" within the meaning of Section
7701(a)(30) of the Internal Revenue Code of 1986 holding a book-entry
certificate through Clearstream, Euroclear or DTC may be subject to U.S.
withholding tax at a rate of 30% unless such holder provides certain
documentation to the trustee or to the U.S. entity required to withhold tax (the
"U.S. withholding agent") establishing an exemption from withholding. A holder
that is not a United States person may be subject to 30% withholding unless:

     I. the trustee or the U.S. withholding agent receives a statement--

          (a) from the holder on Internal Revenue Service ("IRS") Form W-8BEN
     (or any successor form) that--

               (i) is signed by the holder under penalties of perjury,

               (ii) certifies that such owner is not a United States person, and

               (iii) provides the name and address of the holder, or

          (b) from a securities clearing organization, a bank or other financial
     institution that holds customers' securities in the ordinary course of its
     trade or business that -

               (i) is signed under penalties of perjury by an authorized
          representative of the financial institution,

               (ii) states that the financial institution has received an IRS
          Form W-8BEN (or any successor form) from the holder or that another
          financial institution acting on behalf of the holder has received such
          IRS Form W-8BEN (or any successor form),

               (iii) provides the name and address of the holder, and

               (iv) attaches the IRS Form W-8BEN (or any successor form)
          provided by the holder;

     II. the holder claims an exemption or reduced rate based on a treaty and
provides a properly executed IRS Form W-8BEN (or any successor form) to the
trustee or the U.S. withholding agent;


                                      S-A-3



     III. the holder claims an exemption stating that the income is effectively
connected to a U.S. trade or business and provides a properly executed IRS Form
W-8ECI (or any successor form) to the trustee or the U.S. withholding agent; or

     IV. the holder is a "nonwithholding partnership" and provides a properly
executed IRS Form W-8IMY (or any successor form) with all necessary attachments
to the trustee or the U.S. withholding agent. Certain pass-through entities that
have entered into agreements with the Internal Revenue Service (for example
"qualified intermediaries") may be subject to different documentation
requirements; it is recommended that such holders consult with their tax
advisors when purchasing the Certificates.

     A holder holding book-entry certificates through Clearstream or Euroclear
provides the forms and statements referred to above by submitting them to the
person through which he holds an interest in the book-entry certificates, which
is the clearing agency, in the case of persons holding directly on the books of
the clearing agency. Under certain circumstances a Form W-8BEN, if furnished
with a taxpayer identification number, ("TIN"), will remain in effect until the
status of the beneficial owner changes, or a change in circumstances makes any
information on the form incorrect. A Form W-8BEN, if furnished without a TIN,
and a Form W-8ECI will remain in effect for a period starting on the date the
form is signed and ending on the last day of the third succeeding calendar year,
unless a change in circumstances makes any information on the form incorrect. In
addition, all holders holding book-entry certificates through Clearstream,
Euroclear or DTC may be subject to backup withholding at a rate of up to 31%
unless the holder:

     I. provides a properly executed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY
(or any successor forms) if that person is not a United States person;

     II. provides a properly executed IRS Form W-9 (or any substitute form) if
that person is a United States person; or

     III. is a corporation, within the meaning of Section 7701(a) of the
Internal Revenue Code of 1986, or otherwise establishes that it is a recipient
exempt from United States backup withholding.

     This summary does not deal with all aspects of federal income tax
withholding or backup withholding that may be relevant to investors that are not
"United States persons" within the meaning of Section 7701(a)(30) of the
Internal Revenue Code. Such investors are advised to consult their own tax
advisors for specific tax advice concerning their holding and disposing of the
book-entry certificates.

     The term "United States person" means (1) a citizen or resident of the
United States, (2) a corporation or partnership organized in or under the laws
of the United States or any state or the District of Columbia (other than a
partnership that is not treated as a United States person under any applicable
Treasury regulations), (3) an estate the income of which is includible in gross
income for United States tax purposes, regardless of its source, (4) a trust if
a court within the United States is able to exercise primary supervision over
the administration of the trust fund and one or more United States persons have
authority to control all substantial decisions of the trust fund, and (5) to the
extent provided in regulations, certain trusts in existence on August 20, 1996
that are treated as United States persons prior to such date and that elect to
continue to be treated as United States persons.


                                      S-A-4



PROSPECTUS

                     MORTGAGE-BACKED/ASSET-BACKED SECURITIES
                              (ISSUABLE IN SERIES)

     GREENWICH CAPITAL ACCEPTANCE, INC. OR FINANCIAL ASSET SECURITIES CORP.
                                    DEPOSITOR

THE SECURITIES

     Each issue of securities will have its own series designation and will
evidence either the ownership of assets in the related trust or debt obligations
secured by trust assets.

     o    Each series of securities will consist of one or more classes.

     o    Each class of securities will represent the entitlement to a specified
          portion of interest payments and a specified portion of principal
          payments on the trust assets.

     o    A series may include classes of securities that are senior in right of
          payment to other classes. Classes of securities may be entitled to
          receive principal, interest or both prior to other classes or before
          or after specified events.

     o    No market will exist for the securities of any series before they are
          issued. In addition, even after the securities of a series have been
          issued and sold, there can be no assurance that a resale market for
          them will develop.

THE TRUST AND ITS ASSETS

     As specified in the related prospectus supplement, the assets of a trust
will include one or more of the following:

     o    mortgage loans secured generally by senior liens on one- to
          four-family residential properties,

     o    closed-end and/or revolving home equity loans generally secured by
          junior liens on one- to four-family residential properties,

     o    mortgage loans secured by senior liens on multifamily residential
          properties,

     o    conditional sales contracts, installment sales agreements or loan
          agreements secured by manufactured housing,

     o    home improvement installment sales contracts and loan agreements that
          are either unsecured or secured generally by junior liens on one- to
          four-family residential properties or by purchase money security
          interests in the related home improvements,

     o    mortgage pass-through securities issued or guaranteed by Ginnie Mae,
          Fannie Mae or Freddie Mac, or

     o    private label mortgage-backed or asset-backed securities.

OFFERS OF THE SECURITIES

     Offers of the securities may be made through one or more different methods.
All securities will be distributed by, or sold through underwriters managed by,
Greenwich Capital Markets, Inc.

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 6 OF THIS PROSPECTUS.

     The securities of each series will represent interests or obligations of
the issuing entity, and will not represent interests in or obligations of the
sponsor, depositor, or any of their affiliates.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                 APRIL 26, 2006



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
Important Notice About Information in This Prospectus and Each
   Accompanying Prospectus Supplement....................................      5

Risk Factors.............................................................      6

The Trust Fund...........................................................     41
   The Mortgage Loans--General...........................................     42
   Single Family Loans...................................................     48
   Home Equity Loans.....................................................     48
   Multifamily Loans.....................................................     49
   Manufactured Housing Contracts........................................     50
   Home Improvement Contracts............................................     50
   Agency Securities.....................................................     51
   Private Label Securities..............................................     57
   Incorporation of Certain Information by Reference.....................     60

Static Pool Information..................................................     60

Use of Proceeds..........................................................     61

The Sponsor..............................................................     61

The Depositors...........................................................     62

Loan Program.............................................................     62
   Underwriting Standards................................................     63
   FICO Scores...........................................................     64
   Qualifications of Sellers.............................................     64
   Representations by Sellers; Repurchases or Substitutions..............     65

Description of the Securities............................................     67
   General...............................................................     71
   Distributions on Securities...........................................     73
   Advances..............................................................     77
   Purchase Obligations..................................................     78
   Reports to Securityholders............................................     79

Credit Enhancement and Other Support.....................................     81
   General...............................................................     81
   Subordination.........................................................     82
   Pool Insurance Policies...............................................     84
   Primary Mortgage Insurance Policies...................................     86


                                        2



   FHA Insurance; VA Guarantees..........................................     87
   Special Hazard Insurance Policies.....................................     89
   Bankruptcy Bonds......................................................     91
   FHA Insurance on Multifamily Loans....................................     91
   Reserve Accounts......................................................     92
   Cross Support.........................................................     92
   Other Insurance, Surety Bonds, Guaranties, Letters of Credit and
      Similar Instruments or Agreements..................................     93
   Derivatives...........................................................     93

Yield and Prepayment Considerations......................................     95

Operative Agreements.....................................................     98
   Assignment of Trust Fund Assets.......................................     98
   Payments on Loans; Deposits to Security Account.......................    101
   Pre-Funding Account...................................................    103
   Sub-Servicing of Loans................................................    104
   Collection Procedures.................................................    106
   Hazard Insurance......................................................    107
   Realization upon Defaulted Mortgage Loans.............................    109
   Servicing and Other Compensation and Payment of Expenses..............    112
   Evidence as to Compliance.............................................    112
   Certain Matters Regarding the Master Servicer and the Depositors......    113
   Events of Default; Rights upon Event of Default.......................    114
   Amendment.............................................................    117
   Termination; Optional Termination; Calls..............................    118
   The Trustee...........................................................    120

Material Legal Aspects of the Loans......................................    122
   General...............................................................    122
   Foreclosure...........................................................    126
   Repossession of Manufactured Homes....................................    128
   Rights of Redemption..................................................    130
   Equitable Limitations on Remedies.....................................    130
   Anti-Deficiency Legislation and Other Limitations on Lenders..........    131
   Homeownership Act and Similar State Laws..............................    132
   Due-on-Sale Clauses...................................................    134
   Prepayment Charges; Late Fees.........................................    135
   Applicability of Usury Laws...........................................    135
   Servicemembers Civil Relief Act.......................................    136
   Environmental Risks...................................................    136
   The Home Improvement Contracts........................................    139
   Installment Contracts.................................................    140
   Junior Mortgages; Rights of Senior Mortgagees.........................    141
   The Title I Program...................................................    142

Material Federal Income Tax Consequences.................................    146


                                        3



   General...............................................................    147
   Taxation of Debt Securities...........................................    148
   Non-REMIC Certificates................................................    156
   Single Class of Senior Certificates...................................    156
   Multiple Classes of Senior Certificates...............................    160
   Possible Application of Contingent Payment Regulations to Certain
      Non-REMIC Certificates.............................................    165
   Sale or Exchange of a Senior Certificate..............................    166
   Non-U.S. Persons......................................................    167
   Information Reporting and Backup Withholding..........................    167
   REMIC Certificates....................................................    167
   General...............................................................    167
   Tiered REMIC Structures...............................................    169
   Regular Certificates..................................................    169
   Residual Certificates.................................................    181
   Prohibited Transactions and Other Taxes...............................    187
   Liquidation and Termination...........................................    187
   Administrative Matters................................................    187
   Tax-Exempt Investors..................................................    188
   Non-U.S. Persons......................................................    188
   Tax-Related Restrictions on Transfers of Residual Certificates........    189

Reportable Transactions..................................................    193

Penalty Avoidance........................................................    193

State Tax Considerations.................................................    193

ERISA Considerations.....................................................    193
   Insurance Company General Accounts....................................    195
   Prohibited Transaction Class Exemption 83-1...........................    196
   Underwriter Exemption.................................................    196

Legal Investment Considerations..........................................    199

Method of Distribution...................................................    201

Legal Matters............................................................    202

Financial Information....................................................    202

Available Information....................................................    203

Reports to Securityholders...............................................    203

Ratings..................................................................    204

Glossary of Terms........................................................    205


                                        4



              IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
                   AND EACH ACCOMPANYING PROSPECTUS SUPPLEMENT

     Information about each series of securities is contained in two separate
documents:

     o    this prospectus, which provides general information, some of which may
          not apply to a particular series; and

     o    the accompanying prospectus supplement for a particular series, which
          describes the specific terms of the securities of that series.

     Although the accompanying prospectus supplement for a particular series of
securities cannot contradict the information contained in this prospectus,
insofar as the prospectus supplement contains specific information about the
series that differs from the more general information contained in this
prospectus, you should rely on the information in the prospectus supplement.

     You should rely only on the information contained in this prospectus and
the accompanying prospectus supplement. We have not authorized anyone to provide
you with information that is different from that contained in this prospectus
and the accompanying prospectus supplement.

     We include cross-references in this prospectus and each accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. There is a Glossary of Terms beginning on page 165 of this
prospectus where you will find definitions of the capitalized terms used in this
prospectus. The preceding Table of Contents and the Table of Contents included
in each accompanying prospectus supplement provide the pages on which these
captions are located.

                                   ----------

You may obtain additional information by contacting either depositor. The
mailing address of the depositor's principal executive offices is either
Greenwich Capital Acceptance, Inc. or Financial Acceptance Securities Corp., at
600 Steamboat Road, Greenwich, Connecticut 06830 and the telephone number is
(203) 625- 2700. For other means of acquiring additional information about us or
a series of securities, see "The Trust Fund -- Incorporation of Certain
Information by Reference" on page 33 of this prospectus.

                                   ----------


                                        5



                                  RISK FACTORS

     YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING INFORMATION, TOGETHER WITH THE
INFORMATION SET FORTH UNDER "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT,
SINCE IT IDENTIFIES THE PRINCIPAL RISK FACTORS ASSOCIATED WITH AN INVESTMENT IN
THE SECURITIES.

PRINCIPAL PREPAYMENTS ON THE
LOANS MAY ADVERSELY AFFECT THE
AVERAGE LIFE OF, AND RATE OF
RETURN ON, YOUR SECURITIES....   You may be unable to reinvest the principal
                                 payments on your securities at a rate of return
                                 at least equal to the rate on your securities.
                                 The timing of principal payments on the
                                 securities of a series will be affected by a
                                 number of factors, including the following:

                                      o    the extent of prepayments on the
                                           loans in the trust or, if the trust
                                           is comprised of underlying
                                           securities, on the loans backing the
                                           underlying securities;

                                      o    how payments of principal are
                                           allocated among the classes of
                                           securities of the series as specified
                                           in the related prospectus supplement;

                                      o    if any party has an option to
                                           terminate the related trust early or
                                           to call your securities, the effect
                                           of the exercise of the option;

                                      o    the rate and timing of defaults and
                                           losses on the assets in the related
                                           trust; and

                                      o    repurchases of assets in the related
                                           trust as a result of material
                                           breaches of representations and
                                           warranties made by the depositor or
                                           master servicer.

                                 The rate of prepayment of the loans included
                                 in, or underlying the assets held in, each
                                 trust may affect the average life of the
                                 securities.

ONLY THE ASSETS OF THE RELATED
TRUST ARE AVAILABLE TO PAY
YOUR SECURITIES...............   Unless the applicable prospectus supplement
                                 provides otherwise, the securities of each
                                 series will be payable solely from the assets
                                 of the related trust, including any applicable
                                 credit enhancement, and will not have a claim
                                 against the assets of any other trust. If the
                                 assets


                                        6



                                 of the related trust are not sufficient, you
                                 may suffer a loss on your securities. Moreover,
                                 at the times specified in the related
                                 prospectus supplement, assets of the trust may
                                 be released to the applicable depositor, master
                                 servicer, any servicer, credit enhancement
                                 provider or other specified person, if all
                                 payments then due on the securities have been
                                 made and adequate provision for future payments
                                 on the remaining securities has been made. Once
                                 released, these assets will no longer be
                                 available to make payments on your securities
                                 There will be no recourse against the
                                 depositor, the master servicer, any servicer or
                                 any of their affiliates if a required
                                 distribution on the securities is not made. The
                                 securities will not represent an interest in,
                                 or an obligation of, the depositor, the master
                                 servicer, any servicer or any of their
                                 affiliates.

                                 The depositor's obligations are limited to its
                                 representations and warranties concerning the
                                 trust assets. Because the depositor has no
                                 significant assets, if it is required to
                                 repurchase trust assets due to the breach of a
                                 representation or warranty, the depositor's
                                 source of funds for the repurchase would be
                                 limited to:

                                      o    moneys obtained from enforcing any
                                           similar obligation of the seller or
                                           originator of the asset, or

                                      o    funds from a reserve account or other
                                           credit enhancement established to pay
                                           for asset repurchases.

CREDIT ENHANCEMENT MAY NOT BE
ADEQUATE TO PREVENT LOSSES ON
YOUR SECURITIES...............   Credit enhancement is intended to reduce the
                                 effect of delinquent payments or loan losses on
                                 those classes of securities that have the
                                 benefit of the credit enhancement.
                                 Nevertheless, the amount of any credit
                                 enhancement is subject to the limits described
                                 in the related prospectus supplement. Moreover,
                                 the amount of credit enhancement may decline or
                                 be depleted under certain circumstances before
                                 the securities are paid in full. As a result,
                                 securityholders may suffer losses. In addition,
                                 credit enhancement may not cover all potential
                                 sources of risk of loss, such as fraud or
                                 negligence by a loan originator or other
                                 parties.


                                        7



                                 OVERCOLLATERALIZATION: The mortgage loans are
                                 expected to generate more interest than is
                                 needed to pay interest on the related
                                 securities because the weighted average
                                 interest rate on the mortgage loans is expected
                                 to be higher than the weighted average interest
                                 rate on the related securities. If the mortgage
                                 loans generate more interest than is needed to
                                 pay interest on the related securities the
                                 "excess spread" will be used to make additional
                                 principal payments on those securities, which
                                 will reduce the total outstanding principal
                                 balance of those securities below the aggregate
                                 principal balance of the related mortgage
                                 loans, thereby creating
                                 "overcollateralization." Overcollateralization
                                 is intended to provide limited protection to
                                 securityholders by absorbing the security's
                                 share of losses from liquidated mortgage loans.
                                 However, there can be no guaranty that enough
                                 excess spread will be generated on the mortgage
                                 loans to maintain the required level of
                                 overcollateralization. The excess spread
                                 available on any distribution date will be
                                 affected by the actual amount of interest
                                 received, advanced or recovered in respect of
                                 the mortgage loans during the preceding month.
                                 Such amount may be influenced by changes in the
                                 weighted average of the mortgage rates
                                 resulting from prepayments, defaults and
                                 liquidations of the mortgage loans. If the
                                 protection afforded by overcollateralization is
                                 insufficient, then you could experience a loss
                                 on your investment.

                                 SUBORDINATION: This form of credit enhancement
                                 uses collections on the mortgage loans
                                 otherwise payable to the holders of the
                                 subordinated classes to pay amounts due on the
                                 more senior classes. Such collections are the
                                 sole source of funds from which such credit
                                 enhancement is provided. Realized losses will
                                 be allocated, first, to reduce the amount of
                                 excess spread, second, to reduce the
                                 overcollateralization amount, third, to each
                                 class of subordinate securities, beginning with
                                 the class with the lowest payment priority, in
                                 each case until the principal amount of that
                                 class has been reduced to zero, and fourth, to
                                 the senior securities. Accordingly, if the
                                 aggregate principal balance of a subordinated
                                 class were to be reduced to zero, delinquencies
                                 and defaults on the mortgage loans would reduce
                                 the amount of funds available for distributions
                                 to


                                        8



                                 holders of the remaining subordinated class or
                                 classes and, if the aggregate principal balance
                                 of all the subordinated classes were to be
                                 reduced to zero, delinquencies and defaults on
                                 the mortgage loans would reduce the amount of
                                 funds available for monthly distributions to
                                 holders of the senior securities.

                                 The weighted average lives of, and the yields
                                 to maturity on the subordinate securities will
                                 be progressively more sensitive, based on their
                                 payment priority, to the rate and timing of
                                 mortgagor defaults and the severity of ensuing
                                 losses on the mortgage loans. If the actual
                                 rate and severity of losses on the mortgage
                                 loans are higher than those assumed by an
                                 investor in such securities, the actual yield
                                 to maturity of such securities may be lower
                                 than the yield anticipated by such holder based
                                 on such assumption. The timing of losses on the
                                 mortgage loans will also affect an investor's
                                 actual yield to maturity, even if the rate of
                                 defaults and severity of losses over the life
                                 of the mortgage loans are consistent with an
                                 investor's expectations. In general, the
                                 earlier a loss occurs, the greater the effect
                                 on an investor's yield to maturity. Realized
                                 losses on the mortgage loans, to the extent
                                 they exceed the amount of excess spread for the
                                 related distribution date and the
                                 overcollateralization following distributions
                                 of principal on the related distribution date,
                                 will reduce the certificate principal balance
                                 of each of the subordinate securities. As a
                                 result of such reductions, less interest will
                                 accrue on such class of subordinated securities
                                 than would otherwise be the case. Once a
                                 realized loss is allocated to a subordinated
                                 security, no interest will be distributable
                                 with respect to such written down amount.

                                 Subordinated securities will not be entitled to
                                 any principal distributions during any period
                                 in which delinquencies or losses on the
                                 mortgage loans exceed certain levels. As a
                                 result, the weighted average lives of the
                                 subordinated securities will be longer than
                                 would otherwise be the case if distributions of
                                 principal were allocated among all of the
                                 securities at the same time. As a result of the
                                 longer weighted average lives of the
                                 subordinated securities, the holders of such
                                 securities have a greater risk of suffering a
                                 loss on their investments. Further, because
                                 such securities might not receive any principal
                                 if certain delinquency or loss


                                        9



                                 levels occur, it is possible for such
                                 securities to receive no principal
                                 distributions even if no losses have occurred
                                 on the mortgage pool.

                                 You should fully consider the risks of
                                 investing in a subordinated certificate,
                                 including the risk that you may not fully
                                 recover your initial investment as a result of
                                 realized losses.

                                 DERIVATIVES: Payments made by the derivative
                                 contract counterparty will be used first, to
                                 cover basis risk shortfalls on the related
                                 securities with any remaining amounts to be
                                 used as net monthly excess cashflow as
                                 described in the prospectus supplement.
                                 However, if the derivative contract
                                 counterparty defaults on its obligations, then
                                 there may be insufficient funds to cover basis
                                 risk shortfalls on the bonds or interest on the
                                 bonds, and the amount of net monthly excess
                                 cashflow may be reduced. As a result, investors
                                 in the securities will be subject to the credit
                                 risk of the derivative contract counterparty.

                                 Net amounts payable under the derivative
                                 contracts are based on the parameters described
                                 in the prospectus supplement, and to the extent
                                 the actual performance of the mortgage loans
                                 differs from the expectations on which these
                                 parameters were based, the derivative contracts
                                 may provide insufficient funds to cover these
                                 shortfalls.

                                 Net monthly excess cashflow, including amounts
                                 from the derivative contracts, will provide
                                 some protection against any basis risk
                                 shortfalls on the securities, subject to the
                                 priorities described in the prospectus
                                 supplement. However, there can be no assurance
                                 that available net monthly excess cashflow will
                                 be sufficient to cover these shortfalls,
                                 particularly because in a situation where the
                                 interest rate on a class of securities is
                                 limited to the related available funds rate,
                                 there will be little or no related net monthly
                                 excess cashflow, except to the extent provided
                                 by the derivative contracts.

THE INTEREST ACCRUAL PERIOD
MAY REDUCE THE EFFECTIVE YIELD
ON YOUR SECURITIES............   Interest payable on the securities on any
                                 distribution date will include all interest
                                 accrued during the related


                                       10



                                 interest accrual period. The interest accrual
                                 period for the securities of each series will
                                 be specified in the applicable prospectus
                                 supplement. If the interest accrual period ends
                                 two or more days before the related
                                 distribution date, your effective yield will be
                                 less than it would be if the interest accrual
                                 period ended the day before the distribution
                                 date. As a result, your effective yield at par
                                 would be less than the indicated coupon rate.

MORTGAGE LOANS ORIGINATED
ACCORDING TO NON-AGENCY
UNDERWRITING GUIDELINES MAY
HAVE HIGHER EXPECTED
DELINQUENCIES.................   If specified in the related prospectus
                                 supplement, the mortgage loans may have been
                                 originated according to underwriting guidelines
                                 that do not comply with Fannie Mae or Freddie
                                 Mac guidelines. These types of mortgage loans
                                 are sometimes referred to as "subprime,"
                                 "non-prime" or "non-conforming" mortgage loans.
                                 Whereas "prime" loans are typically made to
                                 borrowers who have a strong credit history and
                                 can demonstrate a capacity to repay their
                                 loans, subprime loans are typically made to
                                 borrowers who are perceived as deficient in
                                 either or both of these respects. The borrowers
                                 may have imperfect credit histories, ranging
                                 from minor delinquencies to bankruptcy, or
                                 relatively high ratios of monthly mortgage
                                 payments to income or relatively high ratios of
                                 total monthly credit payments to income. While
                                 lenders consider a borrower's credit history
                                 when determining whether a loan is other than
                                 prime, they also consider the mortgage loan
                                 characteristics, such as loan-to-value ratio,
                                 or attributes of the property that may cause
                                 the loan to carry elevated credit risk.

                                 Compared with prime loans, subprime loans
                                 typically have higher loan-to-value ratios,
                                 reflecting the greater difficulty that subprime
                                 borrowers have in making down payments and the
                                 propensity of these borrowers to extract equity
                                 during refinancing. Historically, subprime
                                 borrowers pay higher rates of interest, go into
                                 delinquency more often, and have their
                                 properties foreclosed at a higher rate than
                                 either prime borrowers or borrowers of mortgage
                                 loans originated in accordance with Fannie Mae
                                 or Freddie Mac guidelines. A significant
                                 portion of the mortgage loans in the trust fund
                                 may have been classified in these


                                       11



                                 relatively low (i.e., relatively higher risk)
                                 credit categories.

                                 Rising unemployment, higher interest rates, or
                                 a decline in housing prices generally or in
                                 certain regions of the United States may have a
                                 greater effect on the delinquency, foreclosure,
                                 bankruptcy and loss experience of subprime
                                 mortgage loans and other mortgage loans of
                                 relatively low credit quality than on mortgage
                                 loans originated under stricter guidelines. We
                                 cannot assure you that the values of the
                                 mortgaged properties have remained or will
                                 remain at levels in effect on the dates of
                                 origination of the related mortgage loans.
                                 These risks are magnified with respect to
                                 adjustable payment mortgage loans, interest-
                                 only mortgage loans, loans with balloon
                                 payments and loans which provide for negative
                                 amortization. See "--Changes in U.S. Economic
                                 Conditions May Adversely Affect the Performance
                                 of Mortgage Loans, Particularly Adjustable
                                 Payment Loans of Various Types" for a
                                 discussion of risks related to economic
                                 conditions generally and adjustable payment
                                 mortgage loans.

                                 Consequently, mortgage loans originated
                                 according to underwriting guidelines that are
                                 not as strict as Fannie Mae or Freddie Mac
                                 guidelines may be 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 accordance with higher
                                 standards.

                                 "ALT-A "MORTGAGE LOANS: If specified in the
                                 related prospectus supplement, the trust fund
                                 may include mortgage loans originated according
                                 to "Alternative-A" or "Alt-A" underwriting
                                 guidelines. Although Alt- A loans are typically
                                 made to borrowers who have a strong credit
                                 history and can demonstrate a capacity to repay
                                 their loans, Alt-A mortgage loans may have some
                                 of the characteristics and risks of subprime
                                 mortgage loans described above. In particular,
                                 Alt-A mortgage loans (1) are often originated
                                 under underwriting guidelines with more limited
                                 and reduced documentation requirements, (2)
                                 have higher loan-to- value ratios than prime
                                 loans, (3) are more likely to be secured by
                                 properties not primarily occupied by the
                                 related borrower than prime loans and (4) often
                                 have


                                       12



                                 prepayment penalties. You should consider the
                                 risks discussed above if the trust fund
                                 contains Alt-A mortgage loans.

                                 See "Loan Underwriting Procedures and
                                 Standards" in this prospectus and see the
                                 prospectus supplement for a description of the
                                 characteristics of the related mortgage loans
                                 and for a general description of the
                                 underwriting guidelines applied in originating
                                 the related mortgage loans.

ASPECTS OF THE MORTGAGE LOAN
ORIGINATION PROCESS MAY RESULT
IN HIGHER EXPECTED
DELINQUENCIES.................   Various factors in the process of originating
                                 the mortgage loans in the trust fund may have
                                 the effect of increasing delinquencies and
                                 defaults on the mortgage loans. These factors
                                 may include any or all of the following:

                                 APPRAISAL QUALITY: During the mortgage loan
                                 underwriting process, appraisals are generally
                                 obtained on each prospective mortgaged
                                 property. The quality of these appraisals may
                                 vary widely in accuracy and consistency.
                                 Because in most cases the appraiser is selected
                                 by the mortgage loan broker or lender, the
                                 appraiser may feel pressure from that broker or
                                 lender to provide an appraisal in the amount
                                 necessary to enable the originator to make the
                                 loan, whether or not the value of the property
                                 justifies such an appraised value. Inaccurate
                                 or inflated appraisals may result in an
                                 increase in the number and severity of losses
                                 on the mortgage loans.

                                 STATED INCOME UNDERWRITING GUIDELINES: Most
                                 underwriting guidelines applied in the
                                 origination of mortgage loans have several
                                 different levels of documentation requirements
                                 applicable to prospective borrowers. There has
                                 recently been an increasing number of mortgage
                                 loans originated under "stated income"
                                 programs, which permit an applicant to qualify
                                 for a mortgage loan based upon monthly income
                                 as stated on the mortgage loan application, if
                                 the applicant meets certain criteria. Typically
                                 no verification of monthly income is required
                                 under stated income programs, which increases
                                 the risk that these borrowers have overstated
                                 their income and may not have sufficient income
                                 to make their monthly mortgage loan


                                       13



                                 payments. You should consider the risk that a
                                 higher number of mortgage loans originated
                                 under stated income programs may result in
                                 increased delinquencies and defaults on the
                                 mortgage loans in the trust fund.

                                 UNDERWRITING GUIDELINE EXCEPTIONS: Although
                                 mortgage originators generally underwrite
                                 mortgage loans in accordance with their
                                 pre-determined loan underwriting guidelines,
                                 from time to time and in the ordinary course of
                                 business, originators will make exceptions to
                                 these guidelines. Loans originated with
                                 exceptions may result in a higher number of
                                 delinquencies and loss severities than loans
                                 originated in strict compliance with the
                                 designated underwriting guidelines.

                                 NON-OWNER OCCUPIED PROPERTIES: Mortgage Loans
                                 secured by properties acquired by investors for
                                 the purposes of rental income or capital
                                 appreciation, or properties acquired as second
                                 homes, tend to have higher seventies of default
                                 than properties that are regularly occupied by
                                 the related borrowers. In a default, real
                                 property investors who do not reside in the
                                 mortgaged property may be more likely to
                                 abandon the related mortgaged property,
                                 increasing the severity of the default.

                                 BROKER AND CORRESPONDENT ORIGINATION VERSUS
                                 RETAIL ORIGINATION: Mortgage loans that have
                                 been originated on behalf of the originators by
                                 unaffiliated brokers or correspondents rather
                                 than directly by the originators themselves may
                                 experience a higher rate of delinquencies and
                                 defaults. In particular, a substantial number
                                 of subprime mortgage loans are originated by
                                 brokers rather than directly by the related
                                 originators.

                                 FRAUD: Fraud committed in the origination
                                 process may increase delinquencies and defaults
                                 on the mortgage loans. For example, a borrower
                                 may present fraudulent documentation to a
                                 lender during the mortgage loan underwriting
                                 process, which may enable the borrower to
                                 qualify for a higher balance or lower interest
                                 rate mortgage loan than the borrower would
                                 otherwise qualify for. In addition,
                                 increasingly frequent incidences of identity
                                 theft involving borrowers, particularly in the
                                 case of mortgage loans originated by brokers
                                 and under streamlined origination programs,


                                       14



                                 may result in an increased number of fraudulent
                                 mortgage loans that are not secured by a
                                 mortgaged property. To the extent that the
                                 trust fund includes any mortgage loans
                                 originated electronically over the Internet,
                                 these originations are more likely to be
                                 fraudulent. You should consider the potential
                                 effect of fraud by borrowers, brokers and other
                                 third parties on the yield on your securities.

                                 SELF-EMPLOYED BORROWERS: Self-employed
                                 borrowers may be more likely to default on
                                 their mortgage loans than salaried or
                                 commissioned borrowers and generally have less
                                 predictable income. In addition, many
                                 self-employed borrowers are small business
                                 owners who may be personally liable for their
                                 business debt. Consequently, you should
                                 consider that a higher number of self-employed
                                 borrowers may result in increased defaults on
                                 the mortgage loans in the trust fund.

                                 FIRST TIME BORROWERS: First time home buyers
                                 are often younger, have shorter credit
                                 histories, are more highly leveraged and have
                                 less experience with undertaking mortgage debt
                                 and maintaining a residential property than
                                 other borrowers. The presence of loans with
                                 first time buyers in the mortgage pool may
                                 increase the number of defaults on the mortgage
                                 loans.

                                 Although the aspects of the mortgage loan
                                 origination process described above may be
                                 indicative of the performance of the mortgage
                                 loans, information regarding these factors may
                                 not be available for the mortgage loans in the
                                 trust fund, unless specified in the prospectus
                                 supplement.

                                 See "Loan Underwriting Procedures and
                                 Standards" in this prospectus and see the
                                 prospectus supplement for a description of the
                                 characteristics of the related mortgage loans
                                 and for a general description of the
                                 underwriting guidelines applied in originating
                                 the related mortgage loans.


                                       15



CHANGES IN U.S. ECONOMIC
CONDITIONS MAY ADVERSELY AFFECT
THE PERFORMANCE OF MORTGAGE
LOANS, PARTICULARLY ADJUSTABLE
PAYMENT LOANS OF VARIOUS
TYPES.........................   Recently, an increasingly large proportion of
                                 residential mortgage loans originated in the
                                 United States have been adjustable payment
                                 mortgage loans, including loans that have
                                 interest-only or negative amortization
                                 features. Mortgage loans that are referred to
                                 generally as adjustable payment or adjustable
                                 rate mortgage loans may include any of the
                                 following types of loans:

                                 o    mortgage loans whose interest rate adjusts
                                      on the basis of a variable index plus a
                                      margin, with the initial adjustment
                                      typically occurring six months after
                                      origination of the related mortgage loan
                                      and adjustments occurring every six months
                                      thereafter; these loans may or may not
                                      have a low introductory interest rate;

                                 o    "hybrid" mortgage loans, whose interest
                                      rate is fixed for the initial period
                                      specified in the related mortgage note,
                                      and thereafter adjusts periodically based
                                      on the related index;

                                 o    "interest-only" mortgage loans, which
                                      provide for payment of interest at the
                                      related mortgage interest rate, but no
                                      payment of principal, for the period
                                      specified in the related mortgage note;
                                      thereafter, the monthly payment is
                                      increased to an amount sufficient to
                                      amortize the principal balance of the
                                      mortgage loan over the remaining term and
                                      to pay interest at the applicable mortgage
                                      interest rate;

                                 o    "negative amortization" mortgage loans,
                                      which may have a low introductory interest
                                      rate, and thereafter have a mortgage
                                      interest rate which adjusts periodically
                                      based on the related index; however, the
                                      borrower is only required to make a
                                      minimum monthly payment which may not be
                                      sufficient to pay the monthly interest
                                      accrued, resulting in an increase to the
                                      principal balance of the mortgage loan by
                                      the amount of unpaid interest; and

                                 o    "option ARMs," which combine several of
                                      the features described above and permit
                                      the borrower to


                                       16



                                 elect whether to make a monthly payment
                                 sufficient to pay accrued interest and amortize
                                 the principal balance, make an interest-only
                                 payment or make a minimum payment that may be
                                 insufficient to pay accrued interest (with the
                                 unpaid interest added to the principal balance
                                 of the loan).

                                 If specified in the related prospectus
                                 supplement, the trust fund may include
                                 significant concentrations of these types of
                                 adjustable payment mortgage loans, which
                                 present special default and prepayment risks.

                                 The primary attraction to borrowers of these
                                 adjustable payment mortgage loan products is
                                 that initial monthly mortgage loan payments can
                                 be significantly lower than fixed rate or level
                                 pay mortgage loans under which the borrower
                                 pays both principal and interest at an interest
                                 rate fixed for the life of the mortgage loan.
                                 As a result, many borrowers are able to incur
                                 substantially greater mortgage debt using one
                                 of these adjustable payment mortgage loan
                                 products than if they used a standard
                                 amortizing fixed rate mortgage loan.

                                 In addition, a substantial number of these
                                 adjustable payment mortgage loans have been
                                 originated in regions of the United States that
                                 have seen substantial residential housing price
                                 appreciation over the past few years, such as
                                 California and major metropolitan areas in
                                 other states. Many borrowers in these markets
                                 have used adjustable payment mortgage loan
                                 products to purchase homes that are
                                 comparatively larger or more expensive than
                                 they would otherwise have purchased with a
                                 fixed rate mortgage loan with relatively higher
                                 monthly payments. These borrowers may have
                                 taken out these mortgage loan products in the
                                 expectation that either (1) their income will
                                 rise by the time their fixed rate period or
                                 interest-only period expires, thus enabling
                                 them to make the higher monthly payments, or
                                 (2) in an appreciating real estate market, they
                                 will be able to sell their property for a
                                 higher price or will be able to refinance the
                                 mortgage loan before the expiration of the
                                 fixed rate or interest- only period.

                                 Borrowers with adjustable payment mortgage
                                 loans will likely be exposed to increased
                                 monthly payments (1) when the mortgage interest
                                 rate adjusts upward from a low introductory
                                 rate to the rate computed in


                                       17



                                 accordance with the applicable index and
                                 margin, (2) if interest rates rise
                                 significantly, (3) in the case of interest-only
                                 mortgage loans, from the large increases in
                                 monthly payments when the interest-only terms
                                 expire and the monthly payments on these loans
                                 are recalculated to amortize the outstanding
                                 principal balance over the remaining term or
                                 (4) in the case of loans with negative
                                 amortization features, from the large increases
                                 in monthly payments when the payments are
                                 recalculated to amortize the outstanding
                                 principal balance.

                                 When evaluating a mortgage loan application
                                 from a prospective borrower for an adjustable
                                 payment or interest-only mortgage loan, many
                                 mortgage originators determine the amount of
                                 loan that borrower can afford based on the
                                 borrower's initial scheduled monthly payments,
                                 or the scheduled monthly payments on the first
                                 mortgage interest rate reset date, rather than
                                 based on the adjusted monthly payments as of
                                 future mortgage interest reset dates (in the
                                 case of adjustable rate mortgage loans) or the
                                 principal amortization date (in the case of
                                 interest-only mortgage loans). Mortgage loan
                                 characteristics and debt-to-income ratios set
                                 forth in the prospectus supplement will reflect
                                 the scheduled mortgage loan payments due or
                                 being made as of the "cut-off date," and will
                                 not reflect the mortgage loan payment resets
                                 that will occur during the life of the mortgage
                                 loan. These origination practices may increase
                                 the sensitivity of mortgage loan performance
                                 and defaults to changes in U.S. economic
                                 conditions.

                                 In recent years, mortgage interest rates have
                                 been at historically low levels. Although
                                 short-term interest rates have increased from
                                 their lowest levels, long- term interest rates
                                 have remained low. If mortgage interest rates
                                 rise, borrowers will experience increased
                                 monthly payments on their adjustable rate
                                 mortgage loans. As the fixed interest rates on
                                 hybrid mortgage loans expire and convert to
                                 adjustable rates, borrowers may find that the
                                 new minimum monthly payments are considerably
                                 higher and they may not be able to make those
                                 payments.

                                 In addition, without regard to changes in
                                 interest rates, the monthly payments on
                                 mortgage loans with interest-


                                       18



                                 only or negative amortization features will
                                 increase substantially when the principal must
                                 be repaid.

                                 Any of these factors, or a combination of these
                                 factors, could cause mortgage loan defaults to
                                 increase substantially.

                                 Borrowers who intend to avoid increased monthly
                                 payments by refinancing their mortgage loans
                                 may find that lenders may not in the future be
                                 willing or able to offer these adjustable
                                 payment mortgage loan products, or to offer
                                 these products at relatively low interest
                                 rates. A decline in housing prices generally or
                                 in certain regions of the United States could
                                 also leave borrowers with insufficient equity
                                 in their homes to permit them to refinance. In
                                 addition, if the recent rapid increase in house
                                 prices ceases or housing prices decline,
                                 borrowers who intend to sell their properties
                                 on or before the expiration of the fixed rate
                                 periods or interest-only periods on their
                                 mortgage loans may find that they cannot sell
                                 their properties for an amount equal to or
                                 greater than the unpaid principal balance of
                                 their loans, especially in the case of negative
                                 amortization mortgage loans. These events could
                                 cause borrowers to default on their mortgage
                                 loans.

                                 Rising unemployment and slow wage growth in
                                 certain regions of the United States or
                                 generally could also impact the ability of many
                                 borrowers with adjustable payment mortgage
                                 loans to make the higher monthly payments
                                 resulting from the expiration of fixed rate
                                 periods or interest-only periods, or from
                                 increases in interest rates. If borrowers
                                 become unemployed in a slowing economy, or if
                                 they find that expected increases in personal
                                 income have not occurred, they may be unable to
                                 make the higher monthly mortgage payments.

                                 It is likely that borrowers with adjustable
                                 payment mortgage loans will over the next
                                 several years be required to spend a larger
                                 proportion of their income to service their
                                 mortgage debt. This increase could, in the
                                 absence of strong wage growth, come at the
                                 expense of other expenditures by these
                                 borrowers, particularly consumer spending. It
                                 is possible that a decline in consumer spending
                                 could cause the U.S. economy to


                                       19



                                 slow or decline, which could give rise to
                                 increased unemployment and falling property
                                 values.

                                 These factors would negatively impact the
                                 ability of many borrowers to meet their
                                 increased monthly mortgage payments as
                                 described above. As a consequence, defaults on
                                 adjustable payment mortgage loans may increase
                                 significantly.

                                 Any of the factors described above, alone or in
                                 combination, could adversely affect the yield
                                 on your securities. Depending upon the type of
                                 security purchased and the price paid, the
                                 adverse yield effect could be substantial.

                                 These risks are magnified with respect to
                                 mortgage loans made on the basis of relatively
                                 low credit standards. See "--Mortgage Loans
                                 Originated According to Non-Agency Underwriting
                                 Guidelines May Have Higher Expected
                                 Delinquencies" for a discussion of risks
                                 related to mortgage loans that are sometimes
                                 referred to as "subprime," "nonconforming" or
                                 "Alt-A," or are otherwise originated in
                                 accordance with credit standards that do not
                                 conform to those of Fannie Mae or Freddie Mac.

                                 Several types of adjustable payment mortgage
                                 loans discussed above, in particular "option
                                 ARMs" and interest-only mortgage loans, have
                                 only been originated in any significant numbers
                                 in relatively recent years. Consequently, there
                                 is no material statistical information showing
                                 payment and default trends under a variety of
                                 macroeconomic conditions. In particular, it is
                                 unclear how these mortgage loan products will
                                 perform in a declining housing market or under
                                 other negative macroeconomic conditions.

                                 See "--Mortgage Loans with Interest-Only
                                 Payments" and "--Special Risks of Mortgage
                                 Loans that Provide for Negative Amortization
                                 "for further discussion of mortgage loans with
                                 interest-only or negative amortization
                                 features, respectively.


                                       20



LEGAL AND OTHER FACTORS COULD
REDUCE THE AMOUNT AND DELAY
THE TIMING OF RECOVERIES
ON DEFAULTED LOANS............   The following factors, among others, could
                                 adversely affect property values in such a way
                                 that the outstanding balance of the related
                                 loans would equal or exceed those values:

                                      o    an overall decline in the residential
                                           real estate markets where the
                                           properties are located,

                                      o    failure of borrowers to maintain
                                           their properties adequately, and

                                      o    natural disasters that are not
                                           necessarily covered by hazard
                                           insurance, such as earthquakes and
                                           floods.

                                 Even if you assume that the mortgaged
                                 properties provide adequate security for the
                                 loans, substantial delays could occur before
                                 defaulted loans are liquidated and the proceeds
                                 forwarded to investors. Property foreclosure
                                 actions are regulated by state statutes and
                                 rules and are subject to many of the delays and
                                 expenses that characterize other types of
                                 lawsuits if defenses or counterclaims are made.
                                 As a result, foreclosure actions can sometimes
                                 take several years to complete. Moreover, some
                                 states prohibit a mortgage lender from
                                 obtaining a judgment against the borrower for
                                 amounts not covered by property proceeds if the
                                 property is sold outside of a judicial
                                 proceeding. As a result, if a borrower
                                 defaults, these restrictions may impede the
                                 servicer's ability to dispose of the borrower's
                                 property and obtain sufficient proceeds to
                                 repay the loan in full. In addition, the
                                 servicer is entitled to deduct from liquidation
                                 proceeds all the expenses it reasonably incurs
                                 in trying to recover on the defaulted loan,
                                 including legal fees and costs, real estate
                                 taxes, and property preservation and
                                 maintenance expenses.

                                 State laws generally regulate interest rates
                                 and other loan charges, require certain
                                 disclosures, and often require licensing of
                                 loan originators and servicers. In addition,
                                 most states have other laws and public policies
                                 for the protection of consumers that prohibit
                                 unfair and deceptive practices in the
                                 origination, servicing and collection of loans.
                                 Depending on the


                                       21



                                 provisions of the particular law or policy and
                                 the specific facts and circumstances involved,
                                 violations may limit the ability of the
                                 servicer to collect interest or principal on
                                 the loans. Also, the borrower may be entitled
                                 to a refund of amounts previously paid and the
                                 servicer may be subject to damage claims and
                                 administrative sanctions.

RISKS RELATED TO MORTGAGE
LOANS WITH INTEREST-ONLY
PAYMENTS......................   If specified in the related prospectus
                                 supplement, some of the mortgage loans to be
                                 included in the trust fund may provide for
                                 payment of interest at the related mortgage
                                 interest rate, but no payment of principal, for
                                 the period following origination specified in
                                 the related prospectus supplement. Following
                                 the applicable interest-only period, the
                                 monthly payment with respect to each of these
                                 mortgage loans will be increased to an amount
                                 sufficient to amortize the principal balance of
                                 the mortgage loan over the remaining term and
                                 to pay interest at the applicable mortgage
                                 interest rate.

                                 If applicable, the presence of these mortgage
                                 loans in the trust fund will, absent other
                                 considerations, result in longer weighted
                                 average lives of the related securities than
                                 would have been the case had these loans not
                                 been included in the trust fund. In addition,
                                 borrowers may view the absence of any
                                 obligation to make a payment of principal
                                 during the interest-only period following
                                 origination specified in the related prospectus
                                 supplement as a disincentive to prepayment.
                                 Conversely, however, borrowers may be more
                                 likely to refinance their mortgage loans when
                                 the related interest-only period expires,
                                 resulting in increased prepayments.

                                 After a borrower's monthly payment has been
                                 increased to include principal amortization,
                                 and assuming the borrower does not refinance
                                 the related mortgage loan, delinquency or
                                 default may be more likely.

                                 See also "--Changes in U.S. Economic Conditions
                                 May Adversely Affect the Performance of
                                 Mortgage Loans, Particularly Adjustable Payment
                                 Loans of Various Types "for a discussion of
                                 risks related to interest-only mortgage loans
                                 and economic conditions.


                                       22



RISKS RELATED TO MORTGAGE
LOANS THAT PROVIDE FOR
NEGATIVE AMORTIZATION.........   If specified in the related prospectus
                                 supplement, the trust fund may include mortgage
                                 loans that provide for so-called "negative
                                 amortization." Negative amortization mortgage
                                 loans generally provide the borrower with a low
                                 initial introductory interest rate. Thereafter,
                                 the mortgage interest rate is calculated at the
                                 index specified in the related mortgage note
                                 plus the applicable margin. However, the
                                 borrower is only required to make (or may elect
                                 to make) for the period specified in the
                                 related mortgage note a minimum monthly payment
                                 on the mortgage loan that may be sufficient to
                                 amortize the principal balance of the mortgage
                                 loan over the remaining term but not to pay all
                                 accrued interest, or may be insufficient to pay
                                 accrued interest and not amortize the principal
                                 balance at all.

                                 At the end of this initial period, and
                                 periodically thereafter, the borrower's minimum
                                 monthly payment is adjusted to reflect the
                                 prevailing interest rate, consisting of the
                                 current applicable index plus the applicable
                                 margin, plus a principal amount sufficient to
                                 amortize the mortgage loan over the remaining
                                 applicable term. Typically, the borrower's
                                 monthly payment will not be increased or
                                 decreased by more than a periodic cap and is
                                 subject to a maximum interest rate, as
                                 specified in the related mortgage note.
                                 Nevertheless, although each year's recalculated
                                 monthly payment will be based on the prevailing
                                 rate of the applicable index at the time of the
                                 annual payment adjustment date, this index may
                                 continue to adjust up or down throughout the
                                 course of the year.

                                 During a period of rising interest rates, as
                                 well as before the annual adjustment to the
                                 minimum monthly payment made by the borrower,
                                 the amount of interest accruing on the
                                 principal balance of the related mortgage loan
                                 may exceed the amount of the scheduled monthly
                                 payment. As a result, a portion of the accrued
                                 interest on the related mortgage loan may
                                 become deferred interest that will be added to
                                 its principal balance and will also bear
                                 interest at the applicable interest rate.


                                       23



                                 In addition, the amount by which a monthly
                                 payment may be adjusted on an annual payment
                                 adjustment date is generally limited and may
                                 not be sufficient to amortize fully the unpaid
                                 principal balance of a negative amortization
                                 mortgage loan over its remaining term to
                                 maturity.

                                 Generally, under the circumstances and at the
                                 intervals provided in the related mortgage
                                 note, the monthly payment due on a negative
                                 amortization mortgage loan will be "recast"
                                 without regard to the related payment cap in
                                 order to provide for payment of the outstanding
                                 balance of the mortgage loan over its remaining
                                 term.

                                 In summary, then, as interest rates increase
                                 (or, in some cases, even if market interest
                                 rates remain stable), the principal balance of
                                 a negative amortization mortgage loan will
                                 increase over time, thereby increasing the
                                 monthly payments to be paid by the borrower
                                 when principal must be repaid, making
                                 refinancing more difficult and increasing the
                                 potential adverse effect of macroeconomic
                                 trends. See "-- Changes in U.S. Economic
                                 Conditions May Adversely Affect the Performance
                                 of Mortgage Loans, Particularly Adjustable
                                 Payment Loans of Various Types" above.

                                 In addition, any deferral of interest on
                                 negative amortization mortgage loans will
                                 result in a reduction of the amount of interest
                                 available to be distributed as interest to the
                                 securities. If specified in the related
                                 prospectus supplement, the reduction in
                                 interest collections may be offset, in part, by
                                 applying certain prepayments received on the
                                 mortgage loans to interest payments on the
                                 securities. In that case, the excess of any
                                 deferred interest on the mortgage loans over
                                 the prepayments received on the mortgage loans,
                                 or net deferred interest, will be allocated
                                 among the classes of securities in an amount
                                 equal to the excess of the interest accrued on
                                 each such class at its applicable interest rate
                                 over the amount of interest that would have
                                 accrued if the applicable interest rate for
                                 each class had been equal to a rate adjusted
                                 for net deferred interest on the related
                                 mortgage loans, as described in the related
                                 prospectus supplement. Any such allocation of
                                 net deferred interest could, as a result,
                                 affect the weighted average maturity of the
                                 affected class of securities.


                                       24



LOANS SECURED BY JUNIOR LIENS
ARE SUBJECT TO ADDITIONAL
RISKS.........................   If a loan is in a junior lien position, a
                                 decline in property values could extinguish the
                                 value of the junior lien loan before having any
                                 effect on the related senior lien loan or
                                 loans. In general, the expenses of liquidating
                                 defaulted loans do not vary directly with the
                                 unpaid amount. So, assuming that a servicer
                                 would take the same steps to recover a
                                 defaulted loan with a small unpaid balance as
                                 it would a loan with a large unpaid balance,
                                 the net amount realized after paying
                                 liquidation expenses would be a smaller
                                 percentage of the balance of the small loan
                                 than of the large loan. Since the mortgages
                                 securing home equity loans typically will be in
                                 a junior lien position, the proceeds from any
                                 liquidation will be applied first to the claims
                                 of the related senior mortgageholders,
                                 including foreclosure costs. In addition, a
                                 junior mortgage lender may only foreclose
                                 subject to any related senior mortgage. As a
                                 result, the junior mortgage lender generally
                                 must either pay each related senior mortgage
                                 lender in full at or before the foreclosure
                                 sale or agree to make the regular payments on
                                 each senior mortgage. Since the trust will not
                                 have any source of funds to satisfy any senior
                                 mortgages or to continue making payments on
                                 them, the trust's ability as a practical matter
                                 to foreclose on any junior lien will be
                                 limited.

RISKS RELATED TO ANY INTEREST
RATE SWAP AGREEMENT...........   If the related prospectus supplement specifies
                                 that the trust fund or related supplemental
                                 interest trust includes one or more interest
                                 rate swap agreements, then any net swap payment
                                 payable to the swap counterparty under the
                                 terms of those interest rate swap agreements
                                 will reduce amounts available for payment to
                                 securityholders, and may reduce payments of
                                 interest on the securities. If the rate of
                                 prepayments on the mortgage loans is faster
                                 than anticipated, the scheduled notional
                                 amounts on which payments due under the
                                 interest rate swap agreements are calculated
                                 may exceed the total principal balance of the
                                 mortgage loans, thereby increasing the relative
                                 proportion of interest collections on the
                                 mortgage loans that must be applied to make
                                 swap payments to the swap counterparty and,
                                 under certain circumstances, requiring
                                 application of principal received on the
                                 mortgage loans to make net swap payments to the
                                 swap


                                       25



                                 counterparty. Therefore, a rapid rate of
                                 prepayments during periods in which the trust
                                 fund makes net payments to a swap counterparty
                                 could adversely affect the yields on the
                                 securities.

EFFECT OF CREDITWORTHINESS OF
SWAP COUNTERPARTY ON RATINGS
OF SECURITIES.................   If the related prospectus supplement specifies
                                 that the trust fund includes one or more
                                 interest rate swap agreements, in the event
                                 that the trust fund, after application of all
                                 interest and principal received on the related
                                 mortgage loans, cannot make the required swap
                                 payments to the swap counterparty, a swap
                                 termination payment as described in the related
                                 prospectus supplement may be owed to the swap
                                 counterparty. Any termination payment payable
                                 to the swap counterparty in the event of early
                                 termination of any interest rate swap agreement
                                 will likely reduce amounts available for
                                 payment to securityholders.

                                 If the related prospectus supplement specifies
                                 that the trust fund includes one or more
                                 interest rate swap agreements, the ratings on
                                 your securities will be dependent in part upon
                                 the credit ratings of the swap counterparty or
                                 its credit support provider. If a credit rating
                                 of the swap counterparty or its credit support
                                 provider is qualified, reduced or withdrawn, or
                                 if the swap counterparty or its credit support
                                 provider defaults on its obligations, and a
                                 substitute counterparty or credit support
                                 provider is not obtained in accordance with the
                                 terms of the interest rate swap agreement, the
                                 ratings of your securities may be qualified,
                                 reduced or withdrawn. In such event, the value
                                 and marketability of those securities will be
                                 adversely affected.

                                 See the descriptions of any interest rate swap
                                 agreement and the swap counterparty in the
                                 prospectus supplement.

SPECIAL RISKS FOR CERTAIN
CLASSES OF SECURITIES.........   The related prospectus supplement may specify
                                 that certain classes of securities are
                                 interest-only or principal-only securities.
                                 These securities will have yields to maturity
                                 (or early termination)--the yield you will
                                 receive if you hold a security until it has
                                 been paid in full--that are highly sensitive to
                                 prepayments on the related mortgage loans.


                                       26



                                 If you purchase any of these classes of
                                 securities, you should consider the risk that
                                 you may receive a lower than expected yield
                                 under the following circumstances:

                                 o    in the case of any interest-only
                                      securities, a faster than expected rate of
                                      prepayments on the mortgage loans in the
                                      trust fund; and

                                 o    in the case of any principal-only
                                      securities, a slower than expected rate of
                                      prepayments on the mortgage loans in the
                                      trust fund.

                                 Prepayments on the mortgage loans, including
                                 liquidations, purchases and insurance payments,
                                 could result in the failure of investors in any
                                 interest-only securities to fully recover their
                                 initial investments. Prepayments on the
                                 mortgage loans may occur as a result of
                                 solicitations of the borrowers by mortgage loan
                                 providers, including the seller and its
                                 affiliates and any master servicer or servicer.

                                 Exercise by a party that has a right to
                                 purchase the mortgage loans, as described in
                                 the related prospectus supplement, will
                                 adversely affect the yields on any
                                 interest-only securities.

MILITARY ACTION AND TERRORIST
ATTACKS.......................   The effects that military action by U.S. forces
                                 in Iraq, Afghanistan or other regions,
                                 terrorist attacks in the United States or other
                                 incidents and related military action may have
                                 on the performance of the mortgage loans in the
                                 trust fund or on the values of mortgaged
                                 properties cannot be determined at this time.
                                 Investors should consider the possible effects
                                 on delinquency, default and prepayment
                                 experience of the related mortgage loans.
                                 Federal agencies and non-government lenders may
                                 defer, reduce or forgive payments and delay
                                 foreclosure proceedings in respect of loans to
                                 borrowers affected in some way by possible
                                 future events. In addition, the activation of
                                 additional U.S. military reservists or members
                                 of the National Guard may significantly
                                 increase the proportion of mortgage loans whose
                                 mortgage rates are reduced by application of
                                 the Servicemembers Civil Relief Act or similar
                                 state or local laws. The amount of interest
                                 available for payment to securityholders will
                                 be reduced by any reductions in the amount of
                                 interest collectible as a result of application
                                 of the Servicemembers Civil Relief


                                       27



                                 Act or similar state or local laws and no
                                 servicer, master servicer nor any other party
                                 will be required to fund any interest shortfall
                                 caused by any such reduction.

THE SERVICERS' COLLECTIONS
PROCEDURES MAY AFFECT THE
TIMING OF COLLECTIONS ON THE
MORTGAGE LOANS................   In order to reduce borrower defaults, the
                                 servicer or servicers may from time to time use
                                 servicing and collections practices that have
                                 the effect of accelerating or deferring
                                 prepayments or borrower defaults of mortgage
                                 loans. The servicers may generally waive,
                                 modify or vary any term of any mortgage loan,
                                 or postpone strict compliance by the borrower
                                 with any term of any mortgage loan, so long as
                                 that waiver, modification or postponement is
                                 not materially adverse to the trust fund. For
                                 example, qualifying borrowers might be
                                 permitted to skip a payment or be offered other
                                 benefits that have the effect of deferring or
                                 otherwise altering the timing of the trust
                                 fund's receipt of interest or principal
                                 payments.

RISKS RELATING TO DEFAULTS OR
RESIGNATION OF THE MASTER
SERVICER OR SERVICER..........   If the master servicer or servicer were to
                                 default in their obligations under the related
                                 master servicing or servicing agreement, the
                                 trustee or the seller may attempt to terminate
                                 the defaulting party. However, certain aspects
                                 of the servicing of mortgage loans are subject
                                 to various interpretations of what actions are
                                 "accepted" or "market standard" practices, and
                                 the parties' determination of what servicing
                                 actions are in the best interest for the
                                 securityholders may, at such times, be in
                                 disagreement between the trustee, the sponsor
                                 and the seller on the one hand, and the master
                                 servicer or servicer, as applicable, on the
                                 other. As a consequence, if the trustee or the
                                 seller attempts to terminate a defaulting
                                 master servicer or servicer, the master
                                 servicer or servicer may challenge that
                                 termination. While such a dispute is being
                                 resolved, the performance of the servicing
                                 function of the master servicer or servicer may
                                 continue to suffer and may adversely affect the
                                 mortgage loans.

                                 If the master servicer or servicer were to
                                 become a debtor in a bankruptcy proceeding, it
                                 could seek to reject its obligations under the
                                 relevant agreements


                                       28



                                 under the bankruptcy laws, thus forcing the
                                 trustee to appoint a successor servicer or
                                 master servicer.

                                 If the master servicer or servicer resigns or
                                 is in default and the cost of servicing the
                                 mortgage loans has increased, the trustee may
                                 not be able to find a successor master servicer
                                 or servicer willing to service the loans for
                                 the master servicing fee or servicing fee
                                 specified in the relevant governing agreement.
                                 These circumstances might cause the trustee to
                                 seek authority from securityholders to increase
                                 the applicable fee to an amount necessary to
                                 provide acceptable compensation to the then
                                 current master servicer or servicer or any
                                 replacement master servicer or servicer. If
                                 that approval was not granted by
                                 securityholders, under the law generally
                                 applicable to trusts the trustee could seek
                                 approval for such an increase from a court if
                                 such increase were necessary for the
                                 preservation or continued administration of the
                                 trust. Any increase in the master servicing fee
                                 or servicing fee would reduce amounts available
                                 for distribution to securityholders,
                                 particularly holders of subordinate securities.

RISK OF DELINQUENCIES DUE TO
SERVICING TRANSFERS...........   Servicing of mortgage loans may be transferred
                                 in the future to other servicers in accordance
                                 with the provisions of the trust agreement or
                                 transfer and servicing agreement, as
                                 applicable, and the related servicing agreement
                                 as a result of, among other things, (1) the
                                 occurrence of unremedied events of default in
                                 servicer performance under a servicing
                                 agreement or (2) the exercise by the seller of
                                 its right to terminate a servicer without
                                 cause.

                                 All transfers of servicing involve some risk of
                                 disruption in collections due to data input
                                 errors, misapplied or misdirected payments,
                                 inadequate borrower notification, system
                                 incompatibilities and other reasons. As a
                                 result, the affected mortgage loans may
                                 experience increased delinquencies and
                                 defaults, at least for a period of time, until
                                 all of the borrowers are informed of the
                                 transfer and the related servicing mortgage
                                 files and records and all the other relevant
                                 data has been obtained by the new servicer.
                                 There can be no assurance as to the extent or
                                 duration of any disruptions associated with the
                                 transfer of servicing or as to the resulting
                                 effects on the yields on the securities.


                                       29



BANKRUPTCY OR INSOLVENCY
PROCEEDINGS COULD DELAY OR
REDUCE PAYMENTS ON THE
SECURITIES....................   Each transfer of a mortgage loan to Greenwich
                                 Capital Financial Products, Inc. (or to such
                                 other seller specified in the related
                                 prospectus supplement), from the seller to the
                                 depositor and, in connection with the issuance
                                 of any asset-backed notes, from the depositor
                                 to the issuer, will be intended to be an
                                 absolute and unconditional sale of that
                                 mortgage loan and will be reflected as such in
                                 the applicable documents. However, in the event
                                 of the bankruptcy or insolvency of a prior
                                 owner of a mortgage loan, a trustee in
                                 bankruptcy or a receiver or creditor of the
                                 insolvent party could attempt to recharacterize
                                 the sale of that mortgage loan by the insolvent
                                 party as a borrowing secured by a pledge of the
                                 mortgage loan. Such an attempt, even if
                                 unsuccessful, could result in delays in
                                 payments on the securities. If such an attempt
                                 were successful, it is possible that the
                                 affected mortgage loans could be sold in order
                                 to liquidate the assets of the insolvent
                                 entity. In the case of the bankruptcy or
                                 insolvency of the applicable seller, there can
                                 be no assurance that the proceeds of such a
                                 liquidation would be sufficient to repay the
                                 securities in full.

LOANS TO LOWER CREDIT QUALITY
BORROWERS ARE MORE LIKELY TO
EXPERIENCE LATE PAYMENTS AND
DEFAULTS AND INCREASE YOUR
RISK OF LOSS..................

                                 Trust assets may have been made to lower credit
                                 quality borrowers who fall into one of two
                                 categories:

                                      o    customers with moderate income,
                                           limited assets and other income
                                           characteristics that cause difficulty
                                           in borrowing from banks and other
                                           traditional lenders; or

                                      o    customers with a history of irregular
                                           employment, previous bankruptcy
                                           filings, repossession of property,
                                           charged-off loans or garnishment of
                                           wages.

                                 The average interest rate charged on loans made
                                 to these types of borrowers is generally higher
                                 than that charged by lenders that typically
                                 impose more stringent credit requirements.
                                 There is a greater likelihood of late payments
                                 on loans made to these types of borrowers


                                       30



                                 than on loans to borrowers with a higher credit
                                 quality. In particular, payments from borrowers
                                 with a lower credit quality are more likely to
                                 be sensitive to changes in the economic climate
                                 in the areas in which they reside.

                                 As much as 20% (by principal balance) of the
                                 trust assets for any particular series of
                                 securities may be contractually delinquent as
                                 of the related cut-off date.

EARLY OR MULTIPLE PAYMENT
DEFAULTS MAY BE INDICATIVE OF
HIGHER RATES OF DELINQUENCIES
AND LOSSES IN THE FUTURE......   As specified in the related prospectus
                                 supplement, a certain number of mortgage loans
                                 included in the trust fund may be delinquent as
                                 of the applicable cut-off date or may have been
                                 delinquent in payment in the last twelve months
                                 on one or more due dates.

                                 Prior delinquencies and, in particular, first
                                 or early payment defaults, may be an indication
                                 of underwriting errors in assessing the
                                 financial means and/or credit history of the
                                 borrower or of an adverse change in the
                                 financial status of the borrower. These
                                 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 whose borrowers have more favorable
                                 payment histories.

MORTGAGE LOANS WITH HIGH
ORIGINAL LOAN-TO-VALUE RATIOS
MAY PRESENT A GREATER RISK OF
LOSS..........................   As specified in the related prospectus
                                 supplement, some of the mortgage loans included
                                 in the trust fund may have original
                                 loan-to-value ratios of greater than 80%.
                                 Mortgage loans with high loan-to-value ratios,
                                 particularly those in excess of 100%, may be
                                 more likely to experience default and
                                 foreclosure than mortgage loans with low
                                 original loan-to-value ratios.

                                 Moreover, mortgage loans with high original
                                 loan-to- value ratios are more likely to be
                                 subject to a judicial reduction of the loan
                                 amount in bankruptcy or other proceedings than
                                 mortgage loans with lower original
                                 loan-to-value ratios. If a court relieves a
                                 borrower's obligation to repay amounts
                                 otherwise due on a mortgage loan, none of the
                                 servicers or the master


                                       31



                                 servicer will be required to advance funds in
                                 respect of relieved amounts, and any related
                                 loss may reduce the amount available to be paid
                                 to securityholders. In such event, holders of
                                 subordinate classes of securities may suffer
                                 losses.

GEOGRAPHIC CONCENTRATION OF
MORTGAGE LOANS................   The mortgage loans to be included in the trust
                                 fund may be concentrated in one or more states,
                                 as specified in the related prospectus
                                 supplement. The rate of delinquencies, defaults
                                 and losses on the mortgage loans may be higher
                                 than if fewer of the mortgage loans were
                                 concentrated in those states because the
                                 following conditions will have a
                                 disproportionate impact on the mortgage loans
                                 in general:

                                 o    Weak economic conditions in those states,
                                      which may or may not affect real property
                                      values, may affect the ability of
                                      borrowers to repay their loans on time.

                                 o    Declines in the residential real estate
                                      market in those states may reduce the
                                      values of properties located in those
                                      states, which would result in an increase
                                      in the loan-to-value ratios of the related
                                      mortgage loans.

                                 o    Properties in California, Florida and the
                                      Gulf of Mexico coast, in particular, may
                                      be more susceptible than homes located in
                                      other parts of the country to certain
                                      types of uninsurable hazards, such as
                                      hurricanes, as well as earthquakes,
                                      floods, wildfires, mudslides and other
                                      natural disasters.

                                 o    Predatory lending laws or other laws which
                                      tend to restrict the availability of
                                      credit in certain cities, counties or
                                      states may limit a borrower's refinancing
                                      options and increase the chances of
                                      default and foreclosure.

                                 Natural disasters affect regions of the United
                                 States from time to time, and may result in
                                 increased losses on mortgage loans in those
                                 regions, or in insurance payments that will
                                 constitute prepayments of principal of those
                                 mortgage loans.


                                       32



                                 For additional information regarding the
                                 geographic concentration of the mortgage loans
                                 to be included in the trust fund, see the
                                 geographic distribution table or tables in the
                                 prospectus supplement.

FAILURE TO PERFECT SECURITY
INTERESTS IN MANUFACTURED
HOMES MAY RESULT IN LOSSES ON
YOUR SECURITIES...............   Each manufactured housing conditional sales
                                 contract or installment loan agreement that is
                                 included in a trust fund will be secured by a
                                 security interest in the related manufactured
                                 home. The steps necessary to perfect the
                                 security interest in a manufactured home will
                                 vary from state-to-state. If, as a result of
                                 clerical error or otherwise, the master
                                 servicer fails to take the appropriate steps to
                                 perfect the security interest in a manufactured
                                 home that secures a conditional sales contract
                                 or installment loan agreement included in the
                                 trust, the trustee may not have a first
                                 priority security interest in that manufactured
                                 home. Moreover, the master servicer will not
                                 amend the certificate of title to a
                                 manufactured home to name the trustee as
                                 lienholder, note the trustee's interest on the
                                 certificate of title or deliver the certificate
                                 of title to the trustee. As a result, in some
                                 states the assignment of the security interest
                                 in the manufactured home to the trustee may not
                                 be perfected or may not be effective against
                                 creditors of the master servicer or a
                                 bankruptcy trustee in the event of a bankruptcy
                                 of the master servicer.

                                 In addition, courts in many states have held
                                 that manufactured homes may, in certain
                                 circumstances, become subject to real estate
                                 title and recording laws. As a result, the
                                 security interest in each manufactured home
                                 could be rendered subordinate to the interests
                                 of other parties claiming an interest in that
                                 manufactured home under applicable state real
                                 estate law.

                                 The failure to properly perfect a valid, first
                                 priority security interest in a manufactured
                                 home that secures a conditional sales contract
                                 or installment loan agreement included in the
                                 trust could lead to losses that, to the extent
                                 not covered by any credit enhancement, could
                                 adversely affect the yield to maturity of the
                                 related securities.


                                       33



MULTIFAMILY AND MIXED USE
LOANS GENERALLY ARE RISKIER
THAN SINGLE FAMILY LOANS......   Loans that are secured by first liens on rental
                                 apartment buildings or projects containing five
                                 or more residential units, together with loans
                                 that are secured by first liens on mixed-use
                                 properties, shall not in the aggregate
                                 constitute 10% or more of any pool by principal
                                 balance. Multifamily loans are generally
                                 considered riskier than single-family loans for
                                 the following reasons:

                                      o    Multifamily loans typically are much
                                           larger in amount, which increases the
                                           risk represented by the default of a
                                           single borrower.

                                      o    Repayment of a multifamily loan
                                           usually depends upon successful
                                           management of the related mortgaged
                                           property.

                                      o    Changing economic conditions in
                                           particular markets can affect the
                                           supply and demand of rental units and
                                           the rents that those markets will
                                           bear.

                                      o    Government regulations, including
                                           rental control laws, may adversely
                                           affect future income from mortgaged
                                           properties that are subject to those
                                           regulations.

                                 In addition, because individual multifamily
                                 loans often are relatively large in amount,
                                 principal prepayments resulting from defaults,
                                 casualties, condemnations or breaches of
                                 representations and warranties may adversely
                                 affect your yield.

DEFAULT RISK ON HIGH BALANCE
MORTGAGE LOANS................   If specified in the related prospectus
                                 supplement, a certain percentage of the
                                 mortgage loans included in the trust fund may
                                 have a principal balance as of the cut-off date
                                 in excess of $l,000,000. You should consider
                                 the risk that the loss and delinquency
                                 experience on these high balance loans may have
                                 a disproportionate effect on the trust fund as
                                 a whole.

LOANS WITH BALLOON PAYMENTS
MAY INCREASE YOUR RISK OF
LOSS..........................   Certain loans may not be fully amortizing and
                                 may require a substantial principal payment (a
                                 "balloon"


                                       34



                                 payment) at their stated maturity. Loans of
                                 this type involve greater risk than fully
                                 amortizing loans since the borrower must
                                 generally be able to refinance the loan or sell
                                 the related property prior to the loan's
                                 maturity date. The borrower's ability to do so
                                 will depend on such factors as the level of
                                 available mortgage rates at the time of sale or
                                 refinancing, the relative strength of the local
                                 housing market, the borrower's equity in the
                                 property, the borrower's general financial
                                 condition and tax laws.

MORTGAGE LOAN INTEREST RATES
MAY LIMIT INTEREST RATES
ON THE VARIABLE RATE
SECURITIES....................   The securities generally will have either fixed
                                 or variable interest rates. However, as
                                 specified in the related prospectus supplement,
                                 the interest rates on your securities may be
                                 subject to certain limitations, generally based
                                 on the weighted average interest rates of the
                                 mortgage loans in the trust fund or as
                                 otherwise described in the related prospectus
                                 supplement, net of certain allocable fees and
                                 expenses of the trust fund and any payments
                                 owed on derivative instruments. The mortgage
                                 loans to be included in the trust fund will
                                 have interest rates that either are fixed or
                                 adjust based on a variable index, as described
                                 in the related prospectus supplement.

                                 Any adjustable rate mortgage loans in the trust
                                 fund may also have periodic maximum and minimum
                                 limitations on adjustments to their interest
                                 rates, and may have the first adjustment to
                                 their interest rates a number of years after
                                 their first payment dates. In addition,
                                 adjustable rate mortgage loans generally have
                                 lifetime maximum interest rates. As a result,
                                 your variable rate securities may accrue less
                                 interest than they would accrue if their
                                 interest rates were solely based on the
                                 specified index plus the specified margin.

                                 A variety of factors could limit the interest
                                 rates and adversely affect the yields to
                                 maturity on the variable rate securities. Some
                                 of these factors are described below.

                                 o    The interest rates for your securities may
                                      adjust monthly based on the one-month
                                      LIBOR index or another index, while the
                                      interest rates on the mortgage loans to be
                                      included in the trust fund may either
                                      adjust


                                       35



                                      less frequently, adjust based on a
                                      different index or not adjust at all.
                                      Consequently, the limits on the interest
                                      rates on these securities may prevent
                                      increases in the interest rates for
                                      extended periods in a rising interest rate
                                      environment.

                                 o    The interest rates on adjustable rate
                                      mortgage loans may respond to economic and
                                      market factors that differ from those that
                                      affect the one-month LIBOR index or the
                                      index applicable to your variable rate
                                      securities. It is possible that the
                                      interest rates on any adjustable rate
                                      mortgage loans may decline while the
                                      interest rates on the related securities
                                      are stable or rising. It is also possible
                                      that the interest rates on any adjustable
                                      rate mortgage loans and the interest rates
                                      on the related securities may both decline
                                      or increase during the same period, but
                                      that the interest rates on your securities
                                      may decline or may increase more slowly or
                                      rapidly.

                                 o    To the extent that fixed rate or
                                      adjustable rate mortgage loans are subject
                                      to default or prepayment, the interest
                                      rates on the related securities may be
                                      reduced as a result of the net funds cap
                                      limitations described in the related
                                      prospectus supplement.

                                 See "Yield and Prepayment Considerations" in
                                 this prospectus and see the prospectus
                                 supplement for a description of the interest
                                 rates applicable to your securities and for a
                                 general description of the interest rates of
                                 the related mortgage loans.

IF AMOUNTS IN ANY PRE-FUNDING
ACCOUNT ARE NOT USED TO
PURCHASE TRUST ASSETS, YOU
WILL RECEIVE A PREPAYMENT ON
THE RELATED SECURITIES........   The related prospectus supplement may provide
                                 that the depositor transfer a specified amount
                                 into a pre-funding account on the date the
                                 securities are issued. In this case, the
                                 transferred funds may be used only to acquire
                                 additional assets for the trust during a set
                                 period after the issuance. Any amounts
                                 remaining in the account at the end of the
                                 period will be distributed as a prepayment of
                                 principal to the holders of the related
                                 securities. The resulting prepayment could
                                 adversely affect the yield on those securities.


                                       36



VIOLATIONS OF APPLICABLE
FEDERAL LAWS MAY REDUCE OR
DELAY MORTGAGE LOAN
COLLECTIONS...................   The loans may also be subject to federal laws
                                 relating to the origination and underwriting.
                                 These laws

                                      o    require certain disclosures to the
                                           borrowers regarding the terms of the
                                           loans;

                                      o    prohibit discrimination on the basis
                                           of age, race, color, sex, religion,
                                           marital status, national origin,
                                           receipt of public assistance or the
                                           exercise of any right under the
                                           consumer credit protection act, in
                                           the extension of credit;

                                      o    regulate the use and reporting of
                                           information related to the borrower's
                                           credit experience; and

                                      o    require additional application
                                           disclosures, limit changes that may
                                           be made to the loan documents without
                                           the borrower's consent and restrict a
                                           lender's ability to declare a default
                                           or to suspend or reduce a borrower's
                                           credit limit to certain enumerated
                                           events.

                                 Loans may also be subject to federal laws that
                                 impose additional disclosure requirements on
                                 creditors for nonpurchase money loans with high
                                 interest rates or high upfront fees and
                                 charges. These laws can impose specific
                                 statutory liabilities upon creditors that fail
                                 to comply and may affect the enforceability of
                                 the related loans. In addition, any assignee of
                                 the creditor (including the trust) would
                                 generally be subject to all claims and defenses
                                 that the borrower could assert against the
                                 creditor, including the right to rescind the
                                 loan.

                                 Loans relating to home improvement contracts
                                 may be subject to federal laws that protect the
                                 borrower from defective or incomplete work by a
                                 contractor. These laws permit the borrower to
                                 withhold payment if the work does not meet the
                                 quality and durability standards agreed to
                                 between the borrower and the contractor. These
                                 laws have the effect of subjecting any assignee
                                 of the seller (including the trust) to all
                                 claims and defenses which the borrower in a
                                 sale transaction could assert against the
                                 seller of defective goods.


                                       37



                                 If certain provisions of these federal laws are
                                 violated, the master servicer may be unable to
                                 collect all or part of the principal or
                                 interest on the loans. The trust also could be
                                 subject to damages and administrative
                                 enforcement.

ORIGINATORS AND SERVICERS MAY
BE SUBJECT TO LITIGATION OR
GOVERNMENTAL PROCEEDINGS......   The mortgage lending and servicing business
                                 involves the collection of numerous accounts
                                 and compliance with various federal, state and
                                 local laws that regulate consumer lending.
                                 Lenders and servicers may be subject from time
                                 to time to various types of claims, legal
                                 actions (including class action lawsuits),
                                 investigations, subpoenas and inquiries in the
                                 course of their business. It is impossible to
                                 predict the outcome of any particular actions,
                                 investigations or inquiries or the resulting
                                 legal and financial liability. If any such
                                 proceeding were determined adversely to an
                                 originator or servicer of mortgage loans
                                 included in the trust fund and were to have a
                                 material adverse effect on its financial
                                 condition, the ability of the affected servicer
                                 to service the mortgage loans in accordance
                                 with the applicable servicing agreement, or the
                                 ability of the affected originator to fulfill
                                 its obligation to repurchase or substitute for
                                 defective mortgage loans, could be impaired.

PROCEEDS OF LIQUIDATED LOANS
GENERALLY ARE PAID FIRST TO
PROVIDERS OF TRUST SERVICES...   There is no assurance that the value of the
                                 trust assets for any series of securities at
                                 any time will equal or exceed the principal
                                 amount of the outstanding securities of that
                                 series. If trust assets have to be sold because
                                 of an event of default or otherwise, providers
                                 of services to the trust (including the
                                 trustee, the master servicer and the credit
                                 enhancer, if any) generally will be entitled to
                                 receive the proceeds of the sale to the extent
                                 of their unpaid fees and other amounts due them
                                 before any proceeds are paid to investors. As a
                                 result, the proceeds of such a sale may be
                                 insufficient to pay the full amount of interest
                                 and principal of the related securities.


                                       38



MORTGAGED PROPERTIES MAY BE
SUBJECT TO ENVIRONMENTAL RISKS
THAT COULD RESULT IN LOSSES...   Federal, state and local laws and regulations
                                 impose a wide range of requirements on
                                 activities that may affect the environment,
                                 health and safety. In certain circumstances,
                                 these laws and regulations impose obligations
                                 on owners or operators of residential
                                 properties such as those that secure the loans
                                 included in a trust. Failure to comply with
                                 these laws and regulations can result in fines
                                 and penalties that could be assessed against
                                 the trust as owner of the related property.

                                 In some states, a lien on the property due to
                                 contamination has priority over the lien of an
                                 existing mortgage. Further, a mortgage lender
                                 may be held liable as an "owner" or "operator"
                                 for costs associated with the release of
                                 petroleum from an underground storage tank
                                 under certain circumstances. If the trust is
                                 considered the owner or operator of a property,
                                 it will suffer losses as a result of any
                                 liability imposed for environmental hazards on
                                 the property.

YOU MAY HAVE DIFFICULTY
SELLING YOUR SECURITIES OR
OBTAINING YOUR DESIRED PRICE..   No market will exist for the securities before
                                 they are issued. In addition, there can be no
                                 assurance that a secondary market will develop
                                 following the issuance and sale of the
                                 securities. Even if a secondary market does
                                 develop, you may not be able to sell your
                                 securities when you wish to or at the price you
                                 want.

RATINGS OF THE SECURITIES DO
NOT ADDRESS ALL INVESTMENT
RISKS AND MUST BE VIEWED WITH
CAUTION.......................   Any class of securities issued under this
                                 prospectus and the accompanying prospectus
                                 supplement will be rated in one of the four
                                 highest generic rating categories of a
                                 nationally recognized rating agency. A rating
                                 is based on the adequacy of the value of the
                                 trust assets and any credit enhancement for
                                 that class and reflects the rating agency's
                                 assessment of how likely it is that holders of
                                 the class of securities will receive the
                                 payments to which they are entitled. A rating
                                 does not constitute an assessment of how likely
                                 it is that principal prepayments on the loans
                                 will be made, the degree to which the rate of
                                 prepayments might differ from that originally
                                 anticipated or the likelihood of early,
                                 optional


                                       39



                                 termination of the securities. You must not
                                 view a rating as a recommendation to purchase,
                                 hold or sell securities because it does not
                                 address the market price or suitability of the
                                 securities for any particular investor.

                                 There is no assurance that any rating will
                                 remain in effect for any given period of time
                                 or that the rating agency will not lower or
                                 withdraw it entirely in the future. The rating
                                 agency could lower or withdraw its rating due
                                 to:

                                      o    any decrease in the adequacy of the
                                           value of the trust assets or any
                                           related credit enhancement,

                                      o    an adverse change in the financial or
                                           other condition of a credit
                                           enhancement provider, or

                                      o    a change in the rating of the credit
                                           enhancement provider's long-term
                                           debt.

THE SECURITIES MAY NOT BE
SUITABLE INVESTMENTS..........   The securities may not be a suitable investment
                                 if you require a regular or predictable
                                 schedule of payment, or payment on any specific
                                 date. Because the mortgage loans in the trust
                                 fund may include a substantial proportion of
                                 loans as to which the borrowers have blemished
                                 credit histories (including prior bankruptcy
                                 proceedings) or loans whose future performance
                                 is difficult to predict, such as adjustable
                                 payment mortgage loans, interest-only loans,
                                 and for the other factors relating to the
                                 mortgage loans discussed above, the yields and
                                 the aggregate amount and timing of
                                 distributions on your securities may be subject
                                 to substantial variability from period to
                                 period and over the lives of the securities. An
                                 investment in these types of securities
                                 involves significant risks and uncertainties
                                 and should only be considered by sophisticated
                                 investors who, either alone or with their
                                 financial, tax and legal advisors, have
                                 carefully analyzed the mortgage loans and the
                                 securities and understand the risks. In
                                 addition, investors should not purchase classes
                                 of securities that are susceptible to special
                                 risks, such as subordinate securities,
                                 interest- only securities and principal-only
                                 securities, unless the investors have the
                                 financial ability to absorb a substantial loss
                                 on their investment.


                                       40



                                 THE TRUST FUND

     The trust fund for each series of certificates will be held by the trustee
named in the related prospectus supplement for the benefit of the related
securityholders. Each trust fund will consist of one or more pools of the
following asset types:

     o    Single Family Loans,

     o    Home Equity Loans,

     o    Multifamily Loans,

     o    Manufactured Housing Contracts,

     o    Home Improvement Contracts,

     o    Agency Securities or

     o    Private Label Securities,

in each case as specified in the related prospectus supplement, as well as
payments relating to the assets, as specified in the related prospectus
supplement.

     Whenever the terms "pool," "certificates" and "notes" are used in this
prospectus, these terms are intended to apply, unless the context indicates
otherwise, to a discrete asset pool and the certificates representing undivided
interests in, or the notes secured by the assets of, a particular trust fund
consisting primarily of the loans in that pool. Similarly, the term
"pass-through rate" refers to the pass-through rate borne by the certificates of
a particular series, the term "interest rate" refers to the coupon borne by
notes of a particular series and the term "trust fund" refers to the related
trust fund.

     Unless the context indicates otherwise, the term "loan" includes Single
Family Loans, Home Equity Loans, Multifamily Loans, Manufactured Housing
Contracts and Home Improvement Contracts. Unless the context indicates
otherwise, the term "underlying loan" refers to the Single Family Loans, Home
Equity Loans, Multifamily Loans, Manufactured Housing Contracts or Home
Improvement Contracts backing or securing Agency Securities or Private Label
Securities.

     The securities will be entitled to payment from the assets of the related
trust fund as specified in the related prospectus supplement. The securities
will not be entitled to payments from the assets of any other trust fund
established by the depositor.

     The loans, Agency Securities and Private Label Securities will be acquired
by the applicable depositor, either directly or through affiliates, from sellers
and conveyed by that depositor to the trustee named in the related prospectus
supplement for the benefit of the holders of the securities of the related
series. Sellers may have originated or purchased the assets. Loans acquired by
the applicable depositor will have been originated principally in accordance
with the


                                       41



general underwriting criteria specified in this prospectus under the heading
"Loan Program-- Underwriting Standards" and as more specifically provided in a
related prospectus supplement.

     Because the securities issued by a trust will be secured by assets
transferred to that trust by one of the depositors you should construe all
references in this prospectus to the "depositor" as referring to the applicable
depositor that transfers assets to your trust under the applicable operative
documents.

     The master servicer named in the related prospectus supplement will service
the trust fund assets, either directly or through sub-servicers, under a
servicing agreement for the related series of securities. If the securities are
certificates, the servicing agreement will be in the form of a pooling and
servicing agreement among the depositor, the master servicer and the trustee. If
the securities are notes, the servicing agreement generally will be between the
trustee and the master servicer.

     The following sections contain a brief description of the assets expected
to be included in the trust funds. If specific information respecting the assets
is not known at the time the related series of securities initially is offered,
more general information of the nature described below will be provided in the
related prospectus supplement, and specific information will be set forth in a
report on Form 8-K to be filed with the SEC after the initial issuance of the
securities. A copy of the operative agreements with respect to the related
series of securities will be attached to the Form 8-K and will be available for
inspection at the corporate trust office of the trustee specified in the related
prospectus supplement. A schedule of the assets relating to the series will be
attached to the related servicing agreement delivered to the trustee upon
issuance of the securities. In the event that mortgage loans are added to or
deleted from the trust fund after the date of the related prospectus supplement
but on or before the date of issuance of the securities if any material pool
characteristic differs by 5% or more from the description in the prospectus
supplement, revised disclosure will be provided either in a supplement or in a
Current Report on Form 8-K.

THE MORTGAGE LOANS--GENERAL

     The loans in each trust fund are secured by the related mortgaged
properties. As to each series of securities, the mortgage loans will be selected
for inclusion in the mortgage pool based on rating agency criteria, compliance
with representations and warranties, and conformity to criteria relating to the
characterization of securities for tax, ERISA, SMMEA, Form S-3 eligibility and
other legal purposes. Except in the case of Multifamily Loans, the related
mortgaged properties generally consist of detached or semi-detached one- to
four-family dwellings, town houses, rowhouses, individual units in condominiums,
individual units in planned unit developments and certain other dwelling units.
In addition, if the related prospectus supplement so provides, the mortgaged
properties may include mixed-use properties. Mixed-use properties consist of
structures principally containing residential units but also including other
space used for retail, professional and other commercial uses. Loans that are
secured by multifamily and mixed-use properties shall not in the aggregate
constitute 10% or more of any pool by principal balance.


                                       42



     The mortgaged properties may include vacation and second homes, investment
properties and leasehold interests as specified in the related prospectus
supplement. The mortgaged properties may be located in any one of the fifty
states, the District of Columbia, Guam, Puerto Rico or any other territory of
the United States. If a loan has a loan-to-value ratio or principal balance in
excess of a particular benchmark, it may be covered in whole or in part by a
primary mortgage insurance policy. If the loans in a pool are covered by this
type of policy, the related prospectus supplement will describe the existence,
extent and duration of the coverage.

     Each of the mortgage loans will be a type of mortgage loan described or
referred to below:

     o    Fixed-rate, fully-amortizing mortgage loans (which may include
          mortgage loans converted from adjustable-rate mortgage loans or
          otherwise modified) providing for level monthly payments of principal
          and interest and terms at origination or modification of not more than
          approximately 15 years;

     o    Fixed-rate, fully-amortizing mortgage loans (which may include
          mortgage loans converted from adjustable-rate mortgage loans or
          otherwise modified) providing for level monthly payments of principal
          and interest and terms at origination or modification of more than 15
          years, but not more than approximately 30 years;

     o    Fully-amortizing ARM Loans having an original or modified term to
          maturity of not more than approximately 30 years with a related
          mortgage rate which generally adjusts initially either three months,
          six months or one, two, three, five, seven or ten years or other
          intervals subsequent to the initial payment date, and thereafter at
          either three- month, six-month, one-year or other intervals (with
          corresponding adjustments in the amount of monthly payments) over the
          term of the mortgage loan to equal the sum of the related Note Margin
          and the Note Index. The related prospectus supplement will set forth
          the relevant Index, which will be of a type that is customarily used
          in the debt and fixed income markets to measure the cost of borrowed
          funds, and the highest, lowest and weighted average Note Margin with
          respect to the ARM Loans in the related mortgage pool. The related
          prospectus supplement will also indicate any periodic or lifetime
          limitations on changes in any per annum mortgage rate at the time of
          any adjustment. If specified in the related prospectus supplement, an
          ARM Loan may include a provision that allows the mortgagor to convert
          the adjustable mortgage rate to a fixed rate at some point during the
          term of the ARM Loan generally not later than six to ten years
          subsequent to the initial payment date;

     o    Negatively-amortizing ARM Loans having original or modified terms to
          maturity of not more than approximately 30 years with mortgage rates
          which generally adjust initially on the payment date referred to in
          the related prospectus supplement, and on each of specified periodic
          payment dates thereafter, to equal the sum of the Note Margin and the
          Index. The scheduled monthly payment will be adjusted as and when
          described in the related prospectus supplement to an amount that would
          fully amortize the mortgage loan over its remaining term on a level
          debt service basis; provided that increases in the scheduled monthly
          payment may be subject to limitations as specified


                                       43



     in the related prospectus supplement. Any Deferred Interest will be added
     to the principal balance of the mortgage loan;

o    Fixed-rate, graduated payment mortgage loans having original or modified
     terms to maturity of not more than approximately 15 years with monthly
     payments during the first year calculated on the basis of an assumed
     interest rate which is a specified percentage below the mortgage rate on
     the mortgage loan. Monthly payments on these mortgage loans increase at the
     beginning of the second year by a specified percentage of the monthly
     payment during the preceding year and each year thereafter to the extent
     necessary to amortize the mortgage loan over the remainder of its
     approximately 15-year term. Deferred Interest, if any, will be added to the
     principal balance of these mortgage loans;

o    Fixed-rate, graduated payment mortgage loans having original or modified
     terms to maturity of not more than approximately 30 years with monthly
     payments during the first year calculated on the basis of an assumed
     interest rate which is a specified percentage below the mortgage rate on
     the mortgage loan. Monthly payments on these mortgage loans increase at the
     beginning of the second year by a specified percentage of the monthly
     payment during the preceding year and each year thereafter to the extent
     necessary to fully amortize the mortgage loan over the remainder of its
     approximately 30-year term. Deferred Interest, if any, will be added to the
     principal balance of these mortgage loans;

o    Balloon loans having payment terms similar to those described in one of the
     preceding paragraphs, calculated on the basis of an assumed amortization
     term, but providing for a balloon payment of all outstanding principal and
     interest to be made at the end of a specified term that is shorter than the
     assumed amortization term;

o    Mortgage loans that provide for a line of credit pursuant to which amounts
     may be advanced to the borrower from time to time;

o    Mortgage loans that require that each monthly payment consist of an
     installment of interest which is calculated according to the simple
     interest method. This method calculates interest using the outstanding
     principal balance of the mortgage loan multiplied by the loan rate and
     further multiplied by a fraction, the numerator of which is the number of
     days in the period elapsed since the preceding payment of interest was made
     and the denominator of which is the number of days in the annual period for
     which interest accrues on the mortgage loan. As payments are received on
     simple interest mortgage loans, the amount received is applied first to
     interest accrued to the date of payment and the balance is applied to
     reduce the unpaid principal balance of the mortgage loan; or

o    Mortgage loans which provide for an interest only period and do not provide
     for the payment of principal for the number of years specified in the
     related prospectus supplement.


                                       44



     All of the loans in a pool will have monthly payments due on the first day
of each month. The payment terms of the mortgage loans to be included in a trust
fund will be described in the related prospectus supplement and may include one
or more of the following features or other features described in the related
prospectus supplement:

     o    Interest may be payable at

          o    a fixed rate,

          o    a rate that adjusts from time to time in relation to an index
               that will be of a type that is customarily used in the debt and
               fixed income markets to measure the cost of borrowed funds and
               that will be specified in the related prospectus supplement,

          o    a rate that is fixed for a period of time or under certain
               circumstances and is followed by an adjustable rate,

          o    a rate that otherwise varies from time to time, or

          o    a rate that is convertible from an adjustable rate to a fixed
               rate.

     Changes to an adjustable rate may be subject to periodic limitations,
     maximum rates, minimum rates or a combination of these limitations. Accrued
     interest may be deferred and added to the principal of a loan for the
     periods and under the circumstances specified in the related prospectus
     supplement. A mortgage loan may provide for the payment of interest at a
     rate lower than the specified interest rate borne by the loan for a period
     of time or for the life of the loan, and the amount of any difference may
     be contributed from funds supplied by the seller of the related mortgaged
     property or another source.

     o    Principal may be

          o    payable on a level debt service basis to fully amortize the loan
               over its term,

          o    calculated on the basis of an assumed amortization schedule that
               is significantly longer than the original term to maturity or on
               an interest rate that is different from the loan rate, or

          o    nonamortizing during all or a portion of the original term.

     Payment of all or a substantial portion of the principal may be due on
     maturity in the form of a "balloon" payment. Principal may include interest
     that has been deferred and added to the principal balance of the loan.

     o    Monthly payments of principal and interest may

          o    be fixed for the life of the loan,

          o    increase over a specified period of time, or


                                       45



          o    change from period to period.

     Loans may include limits on periodic increases or decreases in the amount
     of monthly payments and may include maximum or minimum amounts of monthly
     payments.

     o    Prepayments of principal may be subject to a prepayment fee, which may
          be fixed for the life of the loan or may decline over time, and may be
          prohibited for the life of the loan or during any lockout periods.
          Some loans may permit prepayments after expiration of the applicable
          lockout period and may require the payment of a prepayment fee in
          connection with any subsequent prepayment. Other loans may permit
          prepayments without payment of a fee unless the prepayment occurs
          during specified time periods. The loans may include "due-on-sale"
          clauses which permit the lender to demand payment of the entire loan
          in connection with the sale or certain transfers of the related
          mortgaged property. Other loans may be assumable by persons meeting
          the then applicable underwriting standards of the related seller.

     Each prospectus supplement will contain information, as of the date of the
prospectus supplement and to the extent then specifically known to the
depositor, with respect to the loans contained in the related pool, including

     o    the aggregate outstanding principal balance and the average
          outstanding principal balance of the loans as of the applicable
          cut-off date,

     o    the type of mortgaged property securing each loan,

     o    the original terms to maturity of the loans,

     o    the largest principal balance and the smallest principal balance of
          the loans,

     o    the earliest origination date and latest maturity date of the loans,

     o    the aggregate principal balance of loans having loan-to-value ratios
          at origination exceeding 80%,

     o    the loan rates or fixed percentage rates (APRs) or range of loan rates
          or APRs borne by the loans, and

     o    the geographical location of the related mortgaged properties on a
          state-by-state basis.

     The loan-to-value ratio of a loan at any given time is the ratio, expressed
as a percentage, of the then outstanding principal balance of the loan to the
collateral value of the related mortgaged property. The collateral value of a
mortgaged property, other than with respect to loans used to refinance an
existing loan, is the lesser of (a) the appraised value determined in an
appraisal obtained by the originator at origination of the loan and (b) the
sales price for the property. In the case of refinance loans, the collateral
value of the related mortgaged property is the appraised value of the property
determined in an appraisal obtained at the time of


                                       46



refinancing. For purposes of calculating the loan-to-value ratio of a
Manufactured Housing Contract relating to a new manufactured home, the
collateral value is no greater than the sum of

     o    a fixed percentage of the list price of the unit actually billed by
          the manufacturer to the dealer, net of freight to the dealer site but
          including any accessories identified in the invoice (i.e., the
          "manufacturer invoice price"),

     o    the actual cost of any accessories depending on the size of the unit,
          and

     o    the cost of state and local taxes, filing fees and up to three years'
          prepaid hazard insurance premiums.

     The collateral value of a used manufactured home is the least of the sales
price, appraised value, and National Automobile Dealers' Association book value
plus prepaid taxes and hazard insurance premiums. The appraised value of a
manufactured home is based upon the age and condition of the manufactured
housing unit and the quality and condition of the mobile home park in which it
is situated, if applicable.

     The loan-to-value ratio of a Home Improvement Contract will be computed in
the manner described in the related prospectus supplement.

     No assurance can be given that values of the mortgaged properties have
remained or will remain at their levels on the dates of origination of the
related loans. If the residential real estate market should experience an
overall decline in property values such that the outstanding principal balances
of the loans in a particular pool, and any secondary financing on the mortgaged
properties, become equal to or greater than the value of the mortgaged
properties, the actual rates of delinquencies, foreclosures and losses could be
higher than those now generally experienced in the mortgage lending industry. In
addition, adverse economic conditions and other factors which may or may not
affect real property values may affect the timely payment by borrowers of
scheduled payments of principal and interest on the loans and, accordingly, the
actual rates of delinquencies, foreclosures and losses with respect to any pool.
In the case of Multifamily Loans, these other factors could include

     o    excessive building resulting in an oversupply of rental housing stock,

     o    a decrease in employment reducing the demand for rental units in an
          area,

     o    federal, state or local regulations and controls affecting rents,
          prices of goods and energy,

     o    environmental restrictions,

     o    increasing labor and material costs, and

     o    the relative attractiveness to tenants of the mortgaged properties.


                                       47



     To the extent that losses are not covered by subordination provisions or
alternative arrangements, losses will be borne, at least in part, by the
securityholders of the securities of the related series.

     The only obligations of the depositor with respect to a series of
certificates will be to obtain certain representations and warranties from the
related seller and to assign to the trustee for that series of certificates the
depositor's rights with respect to those representations and warranties. See
"Operative Agreements--Assignment of Trust Fund Assets" in this prospectus.

     The obligations of the master servicer with respect to the mortgage loans
will consist principally of:

     o    its contractual servicing obligations under the related servicing
          agreement, including its obligation to enforce the obligations of the
          sub-servicers or sellers, or both, as more fully described in this
          prospectus under the headings "Mortgage Loan Program--Representations
          by Sellers; Repurchases" and "Operative Agreements-- Sub-Servicing by
          Sellers" and "--Assignment of Trust Fund Assets"; and

     o    its obligation to make certain cash advances in the event of
          delinquencies in payments with respect to the mortgage loans in the
          amounts described in this prospectus under the heading "Description of
          the Certificates--Advances."

     The obligations of the master servicer to make advances may be subject to
limitations, to the extent provided in this prospectus and in the related
prospectus supplement.

SINGLE FAMILY LOANS

     Single Family Loans will consist of loans secured by mortgages or deeds of
trust that create first liens on one- to four-family residential properties. If
specified in the related prospectus supplement, Single Family Loans may include
cooperative loans secured by security interests in shares issued by private,
non-profit, cooperative housing corporations and in the related proprietary
leases or occupancy agreements granting exclusive rights to occupy specific
dwelling units in the cooperatives' buildings. Single Family Loans may be
conventional loans (loans that are not insured or guaranteed by any governmental
agency), loans insured by the Federal Housing Administration (FHA) or partially
guaranteed by the Veterans Administration (VA), as specified in the related
prospectus supplement. Single Family Loans will have individual principal
balances at origination of not less than $25,000 and not more than $1,000,000,
and original terms to stated maturity of from ten to 40 years.

     If specified in the related prospectus supplement, the mortgaged properties
securing Single Family Loans may include five- to eight-family residential
properties and small mixed-use properties. In the case of leasehold interests,
the term of the leasehold will exceed the scheduled maturity of the related
mortgage loan by at least five years.

HOME EQUITY LOANS

     Home Equity Loans will consist of closed-end and/or revolving home equity
loans generally secured by junior liens on one- to four-family residential
properties.


                                       48



     As more fully described in the related prospectus supplement, interest on
each revolving credit line loan, excluding introductory rates offered from time
to time during promotional periods, is computed and payable monthly on the
average daily outstanding principal balance of the loan. Principal amounts on a
revolving credit line loan may be drawn down (up to the maximum amount specified
in the related prospectus supplement) or repaid from time to time, but may be
subject to a minimum periodic payment. Except to the extent provided in the
related prospectus supplement, the trust fund will not include any amounts
borrowed under a revolving credit line loan after the cut-off date. The full
amount of a closed-end loan is advanced at the inception of the loan and
generally is repayable in equal (or substantially equal) installments in an
amount necessary to fully amortize such loan at its stated maturity. Except to
the extent provided in the related prospectus supplement, the original terms to
stated maturity of closed-end loans will not exceed 360 months. Under certain
circumstances, under either a revolving credit line loan or a closed-end loan, a
borrower may choose an interest only payment option, in which event the borrower
is obligated to pay only the amount of interest which accrued on the loan during
the billing cycle. An interest only payment option may be available for a
specified period before the borrower must begin paying at least the minimum
monthly payment of a specified percentage of the average outstanding balance of
the loan.

MULTIFAMILY LOANS

     Multifamily Loans will consist of loans or other beneficial interests in
loans secured by mortgages that create first liens on rental apartment buildings
or projects containing five or more residential units. Multifamily Loans may be
conventional loans or FHA-insured loans, as specified in the related prospectus
supplement. All Multifamily Loans will have original terms to stated maturity of
not more than 40 years.

     Multifamily Loans shall not constitute 10% or more of any pool by principal
balance.

     Mortgaged properties securing Multifamily Loans may include high-rise,
mid-rise and garden apartments. Multifamily Loans may be secured by apartment
buildings owned by cooperatives. A cooperative owns all the apartment units in
its building and all common areas and is owned by tenant-stockholders who,
through ownership of stock, shares or membership certificates in the
corporation, receive proprietary leases or occupancy agreements which confer
exclusive rights to occupy specific apartments or units. Generally, a
tenant-stockholder of a cooperative must make a monthly payment to the
cooperative representing such tenant-stockholder's pro rata share of the
cooperative's payments for the cooperative's mortgage loan, real property taxes,
maintenance expenses and other capital or ordinary expenses. Those payments are
in addition to any payments of principal and interest the tenant-stockholder
must make on any loans to the tenant-stockholder secured by his shares in the
cooperative. The cooperative will be directly responsible for building
management and, in most cases, payment of real estate taxes and hazard and
liability insurance. A cooperative's ability to meet debt service obligations on
a Multifamily Loan, as well as all other operating expenses, will be dependent
in large part on the receipt of maintenance payments from the
tenant-stockholders, as well as any rental income from units or commercial areas
the cooperative might control. Unanticipated expenditures may in some cases have
to be paid by special assessments on the tenant-stockholders.


                                       49



MANUFACTURED HOUSING CONTRACTS

     Manufactured Housing Contracts will consist of manufactured housing
conditional sales contracts and installment sales or loan agreements, each
secured by a manufactured home. Manufactured Housing Contracts may be
conventional, insured by the FHA or partially guaranteed by the VA, as specified
in the related prospectus supplement. Each Manufactured Housing Contract will be
fully amortizing and will bear interest at a fixed percentage rate or APR.
Manufactured Housing Contracts will all have individual principal balances at
origination of not less than $10,000 and not more than $1,000,000 and original
terms to stated maturity of from five to 30 years.

     When we use the term "manufactured home" in this prospectus, we mean, as
stated in 42 U.S.C. Section 5402(6), "a structure, transportable in one or more
sections which, in the traveling mode, is eight body feet or more in width or
forty body feet or more in length or, when erected on site, is three hundred
twenty or more square feet, and which is built on a permanent chassis and
designed to be used as a dwelling with or without a permanent foundation when
connected to the required utilities, and includes the plumbing, heating, air
conditioning, and electrical systems contained therein; except that such term
shall include any structure which meets all the requirements of this paragraph
except the size requirements and with respect to which the manufacturer
voluntarily files a certification required by the Secretary of Housing and Urban
Development and complies with the standards established under this chapter."

     Each prospectus supplement will specify for the Manufactured Housing
Contracts contained in the related trust fund, among other things, the dates of
origination of the Manufactured Housing Contracts, the APRs on the Manufactured
Housing Contracts, the loan-to-value ratios of the Manufactured Housing
Contracts, the minimum and maximum outstanding principal balances as of the
cut-off date and the average outstanding principal balance, the outstanding
principal balances of the Manufactured Housing Contracts included in the related
trust fund, and the original maturities of the Manufactured Housing Contracts
and the last maturity date of any Manufactured Housing Contract.

HOME IMPROVEMENT CONTRACTS

     Home Improvement Contracts are originated by home improvement contractors,
thrifts or commercial mortgage bankers in the ordinary course of business. The
Home Improvement Contracts will either be unsecured or secured by mortgages or
deeds of trust generally creating a junior lien on the related mortgaged
properties, or secured by purchase money security interests in the financed home
improvements. The Home Improvement Contracts will be fully amortizing and may
have fixed interest rates or adjustable interest rates and may provide for other
payment characteristics as described in the related prospectus supplement.

     The home improvements securing the Home Improvement Contracts will 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.


                                       50



AGENCY SECURITIES

     Government National Mortgage Association or Ginnie Mae. The Government
National Mortgage Association (Ginnie Mae) is a wholly-owned corporate
instrumentality of the United States within the Department of Housing and Urban
Development. Section 306(g) of Title II of the National Housing Act of 1934, as
amended, authorizes Ginnie Mae to guarantee the timely payment of the principal
of and interest on certificates which represent an interest in a pool of FHA
loans, which are mortgage loans insured by the FHA under the National Housing
Act or under Title V of the Housing Act of 1949, or VA loans, which are mortgage
loans partially guaranteed by the VA under the Servicemen's Readjustment Act of
1944, as amended, or Chapter 37 of Title 38 of the United States Code.

     Section 306(g) of the National 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 guaranty under this subsection." In order
to meet its obligations under any such guarantee, Ginnie Mae may, under Section
306(d) of the National Housing Act, borrow from the United States Treasury in an
unlimited amount which is at any time sufficient to enable Ginnie Mae to perform
its obligations under its guarantee.

     Ginnie Mae Certificates. Each Ginnie Mae Certificate held in a trust fund
will be a "fully modified pass-through" mortgage-backed certificate issued and
serviced by a Ginnie Mae issuer that is a mortgage banking company or other
financial concern approved by Ginnie Mae or approved by Fannie Mae as a
seller-servicer of FHA loans and/or VA loans. The Ginnie Mae Certificates may be
either Ginnie Mae I Certificates issued under the Ginnie Mae I program or Ginnie
Mae II Certificates issued under the Ginnie Mae II program. The mortgage loans
underlying the Ginnie Mae Certificates will consist of FHA loans and/or VA
loans. Each such mortgage loan is secured by a one- to four-family or
multifamily residential property. Ginnie Mae will approve the issuance of each
Ginnie Mae Certificate in accordance with a guaranty agreement between Ginnie
Mae and the Ginnie Mae issuer. Pursuant to its guaranty agreement, a Ginnie Mae
issuer will be required to advance its own funds in order to make timely
payments of all amounts due on each Ginnie Mae Certificate, even if the payments
received by the Ginnie Mae issuer on the underlying FHA loans or VA loans are
less than the amounts due on the related Ginnie Mae Certificate.

     The full and timely payment of principal of and interest on each Ginnie Mae
Certificate will be guaranteed by Ginnie Mae, which obligation is backed by the
full faith and credit of the United States. Each Ginnie Mae Certificate will
have an original maturity of not more than 30 years, but may have original
maturities of substantially less than 30 years. Each Ginnie Mae Certificate will
be based on and backed by a pool of FHA loans or VA loans secured by one- to
four-family residential properties and will provide for the payment by or on
behalf of the Ginnie Mae issuer to the registered holder of the Ginnie Mae
Certificate scheduled monthly payments of principal and interest equal to the
registered holder's proportionate interest in the aggregate amount of the
monthly principal and interest payment on each FHA Loan or VA Loan underlying
the Ginnie Mae Certificate, less the applicable servicing and guarantee fee
which together equal the difference between the interest on the FHA Loan or VA
Loan and the pass-through rate on the Ginnie Mae Certificate. In addition, each
payment will include proportionate pass-through payments of any prepayments of
principal on the FHA loans or VA loans


                                       51



underlying the Ginnie Mae Certificate and liquidation proceeds in the event of a
foreclosure or other disposition of any such FHA loans or VA loans.

     If a Ginnie Mae issuer is unable to make the payments on a Ginnie Mae
Certificate as they become due, it must promptly notify Ginnie Mae and request
Ginnie Mae to make the payments. Upon notification and request, Ginnie Mae will
make payments directly to the registered holder of the Ginnie Mae Certificate.
In the event no payment is made by a Ginnie Mae issuer and the Ginnie Mae issuer
fails to notify and request Ginnie Mae to make the payment, the holder of the
Ginnie Mae Certificate will have recourse only against Ginnie Mae to obtain
payment. The trustee or its nominee, as registered holder of the Ginnie Mae
Certificates held in a trust fund, will have the right to proceed directly
against Ginnie Mae under the terms of the guaranty agreements relating to those
Ginnie Mae Certificates for any amounts that are not paid when due.

     All mortgage loans underlying a particular Ginnie Mae I Certificate must
have the same interest rate (except for pools of mortgage loans secured by
manufactured homes) over the term of the loan. The interest rate on a Ginnie Mae
I Certificate will equal the interest rate on the mortgage loans included in the
pool of mortgage loans underlying the Ginnie Mae I Certificate, less one-half
percentage point per annum of the unpaid principal balance of the mortgage
loans.

     Mortgage loans underlying a particular Ginnie Mae II Certificate may have
per annum interest rates that vary from one another by up to one percentage
point. The interest rate on each Ginnie Mae II Certificate will be between
one-half percentage point and one and one-half percentage points lower than the
highest interest rate on the mortgage loans included in the pool of mortgage
loans underlying the Ginnie Mae II Certificate (except for pools of mortgage
loans secured by manufactured homes).

     Regular monthly installment payments on each Ginnie Mae Certificate held in
a trust fund will be comprised of interest due as specified on the Ginnie Mae
Certificate plus the scheduled principal payments on the FHA loans or VA loans
underlying the Ginnie Mae Certificate due on the first day of the month in which
the scheduled monthly installments on the Ginnie Mae Certificate are due.
Regular monthly installments on each Ginnie Mae Certificate are required to be
paid to the trustee as registered holder by the 15th day of each month in the
case of a Ginnie Mae I Certificate, and are required to be mailed to the trustee
by the 20th day of each month in the case of a Ginnie Mae II Certificate. Any
principal prepayments on any FHA loans or VA loans underlying a Ginnie Mae
Certificate held in a trust fund or any other early recovery of principal on
such loan will be passed through to the trustee as the registered holder of the
Ginnie Mae Certificate.

     Ginnie Mae Certificates may be backed by graduated payment mortgage loans
or by "buydown" mortgage loans for which funds will have been provided (and
deposited into escrow accounts) for application to the payment of a portion of
the borrowers' monthly payments during the early years of such mortgage loans.
Payments due the registered holders of Ginnie Mae Certificates backed by pools
containing "buydown" mortgage loans will be computed in the same manner as
payments derived from other Ginnie Mae Certificates and will include amounts to
be collected from both the borrower and the related escrow account. The
graduated payment mortgage loans will provide for graduated interest payments
that, during the early years of such


                                       52



mortgage loans, will be less than the amount of stated interest on such mortgage
loans. The interest not so paid will be added to the principal of the graduated
payment mortgage loans and, together with interest thereon, will be paid in
subsequent years. The obligations of Ginnie Mae and of a Ginnie Mae Issuer will
be the same irrespective of whether the Ginnie Mae Certificates are backed by
graduated payment mortgage loans or "buydown" mortgage loans. No statistics
comparable to the FHA's prepayment experience on level payment, non-"buydown"
mortgage loans are available in respect of graduated payment or "buydown"
mortgages. Ginnie Mae Certificates related to a series of certificates may be
held in book-entry form.

     If specified in a prospectus supplement, Ginnie Mae Certificates may be
backed by multifamily mortgage loans having the characteristics specified in the
prospectus supplement.

     Federal Home Loan Mortgage Corporation or Freddie Mac. The Federal Home
Loan Mortgage Corporation (Freddie Mac) is a shareholder-owned, government
sponsored enterprise created pursuant to Title III of the Emergency Home Finance
Act of 1970, as amended. Freddie Mac was established primarily for the purpose
of increasing the availability of mortgage credit for the financing of urgently
needed housing. It seeks to provide an enhanced degree of liquidity for
residential mortgage investments primarily by assisting in the development of
secondary markets for conventional mortgages. The principal activity of Freddie
Mac currently consists of the purchase of first lien conventional mortgage loans
and the sale of the mortgage loans so purchased in the form of mortgage
securities, primarily Freddie Mac Certificates. Freddie Mac is confined to
purchasing, so far as practicable, mortgage loans that it deems to be of such
quality, type and class as to meet generally the purchase standards imposed by
private institutional mortgage investors.

     Freddie Mac Certificates. Each Freddie Mac Certificate represents an
undivided interest in a pool of mortgage loans that may consist of first lien
conventional loans, FHA loans or VA loans. A Freddie Mac Certificate may be
issued under either Freddie Mac's Cash Program or its Guarantor Program.

     Mortgage loans underlying the Freddie Mac Certificates held by a trust fund
will consist of mortgage loans with original terms to maturity of from ten to 40
years. Each such mortgage loan must meet the applicable standards set forth in
the legislation that established Freddie Mac. The pool of loans backing a
Freddie Mac Certificate may include whole loans. Under the Guarantor Program,
the pool of loans backing a Freddie Mac Certificate may include only whole
loans.

     Freddie Mac guarantees to each registered holder of a Freddie Mac
Certificate the timely payment of interest on the underlying mortgage loans to
the extent of the applicable certificate rate on the registered holder's pro
rata share of the unpaid principal balance outstanding on the underlying
mortgage loans represented by that Freddie Mac Certificate, whether or not
received. Freddie Mac also guarantees to each registered holder of a Freddie Mac
Certificate that the holder will collect all principal on the underlying
mortgage loans, without any offset or deduction, to the extent of such holder's
pro rata share thereof, but does not, except if and to the extent specified in
the related prospectus supplement for a series of certificates, guarantee the
timely payment of scheduled principal. Under Freddie Mac's Gold PC Program,
Freddie Mac guarantees the timely payment of principal based on the difference
between the pool factor,


                                       53



published in the month preceding the month of distribution, and the pool factor
published in such month of distribution. Pursuant to its guarantees, Freddie Mac
indemnifies holders of Freddie Mac Certificates against any diminution in
principal by reason of charges for property repairs, maintenance and
foreclosure. Freddie Mac may remit the amount due on account of its guaranty of
collection of principal at any time after default on an underlying mortgage
loan, but not later than (i) 30 days following foreclosure sale, (ii) 30 days
following payment of the claim by any mortgage insurer or (iii) 30 days
following the expiration of any right of redemption, whichever occurs later, but
in any event no later than one year after demand has been made upon the
mortgagor for accelerated payment of principal. In taking actions regarding the
collection of principal after default on the mortgage loans underlying Freddie
Mac Certificates, including the timing of demand for acceleration, Freddie Mac
reserves the right to exercise its judgment with respect to the mortgage loans
in the same manner as for mortgage loans which it has purchased but not sold.
The length of time necessary for Freddie Mac to determine that a mortgage loan
should be accelerated varies with the particular circumstances of each
mortgagor, and Freddie Mac has not adopted standards which require that the
demand be made within any specified period.

     Freddie Mac Certificates are not guaranteed by the United States or by any
Federal Home Loan Bank and do not constitute debts or obligations of the United
States or any Federal Home Loan Bank. The obligations of Freddie Mac under its
guarantee are obligations solely of Freddie Mac and are not backed by, or
entitled to, the full faith and credit of the United States. If Freddie Mac were
unable to satisfy such obligations, distributions to holders of Freddie Mac
Certificates would consist solely of payments and other recoveries on the
underlying mortgage loans and, accordingly, monthly distributions to holders of
Freddie Mac Certificates would be affected by delinquent payments and defaults
on such mortgage loans.

     Registered holders of Freddie Mac Certificates are entitled to receive
their monthly pro rata share of all principal payments on the underlying
mortgage loans received by Freddie Mac, including any scheduled principal
payments, full and partial repayments of principal and principal received by
Freddie Mac by virtue of condemnation, insurance, liquidation or foreclosure,
and repurchases of the mortgage loans by Freddie Mac or the seller thereof.
Freddie Mac is required to remit each registered Freddie Mac Certificateholder's
pro rata share of principal payments on the underlying mortgage loans, interest
at the Freddie Mac pass-through rate and any other sums such as prepayment fees,
within 60 days of the date on which those payments are deemed to have been
received by Freddie Mac.

     Under Freddie Mac's Cash Program, there is no limitation on the amount by
which interest rates on the mortgage loans underlying a Freddie Mac Certificate
may exceed the pass-through rate on the Freddie Mac Certificate. Under this
program, Freddie Mac purchases groups of whole mortgage loans from sellers at
specified percentages of their unpaid principal balances, adjusted for accrued
or prepaid interest, which, when applied to the interest rate of the mortgage
loans purchased, results in the yield (expressed as a percentage) required by
Freddie Mac. The required yield, which includes a minimum servicing fee retained
by the servicer, is calculated using the outstanding principal balance. The
range of interest rates on the mortgage loans in a particular Freddie Mac pool
under the Cash Program will vary since mortgage loans are purchased and assigned
to a Freddie Mac pool based upon their yield to Freddie Mac rather than on the
interest rate on the underlying mortgage loans. Under Freddie Mac's Guarantor
Program,


                                       54



the pass-through rate on a Freddie Mac Certificate is established based upon the
lowest interest rate on the underlying mortgage loans, minus a minimum servicing
fee and the amount of Freddie Mac's management and guaranty income as agreed
upon between the related seller and Freddie Mac.

     Freddie Mac Certificates duly presented for registration of ownership on or
before the last business day of a month are registered effective as of the first
day of the month. The first remittance to a registered holder of a Freddie Mac
Certificate will be distributed so as to be received normally by the 15th day of
the second month following the month in which the purchaser becomes a registered
holder of the Freddie Mac Certificates. Thereafter, such remittance will be
distributed monthly to the registered holder so as to be received normally by
the 15th day of each month. The Federal Reserve Bank of New York maintains
book-entry accounts with respect to Freddie Mac Certificates sold by Freddie
Mac, and makes payments of principal and interest each month to the registered
Freddie Mac Certificateholders in accordance with the holders' instructions.

     Federal National Mortgage Association or Fannie Mae. The 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, as amended. 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
mortgage loans from lenders, thereby replenishing their funds for additional
lending. Fannie Mae acquires funds to purchase mortgage loans from many capital
market investors that may not ordinarily invest in mortgages, thereby expanding
the total amount of funds available for housing. Operating nationwide, Fannie
Mae helps to redistribute mortgage funds from capital-surplus to capital-short
areas.

     Fannie Mae Certificates. Fannie Mae Certificates are Guaranteed Mortgage
Pass- Through Certificates representing fractional undivided interests in a pool
of mortgage loans formed by Fannie Mae. Each mortgage loan must meet the
applicable standards of the Fannie Mae purchase program. Mortgage loans
comprising a pool are either provided by Fannie Mae from its own portfolio or
purchased pursuant to the criteria of the Fannie Mae purchase program.

     Mortgage loans underlying Fannie Mae Certificates held by a trust fund will
consist of conventional mortgage loans, FHA loans or VA loans. Original
maturities of substantially all of the conventional, level payment mortgage
loans underlying a Fannie Mae Certificate are expected to be from eight to 15
years or from 20 to 40 years. The original maturities of substantially all of
the fixed rate level payment FHA loans or VA loans are expected to be 30 years.

     Mortgage loans underlying a Fannie Mae Certificate may have annual interest
rates that vary by as much as two percentage points from one another. The rate
of interest payable on a Fannie Mae Certificate is equal to the lowest interest
rate of any mortgage loan in the related pool, less a specified minimum annual
percentage representing servicing compensation and


                                       55



Fannie Mae's guaranty fee. Under a regular servicing option pursuant to which
the mortgagee or each other servicer assumes the entire risk of foreclosure
losses, the annual interest rates on the mortgage loans underlying a Fannie Mae
Certificate will be between 25 basis points and 250 basis points greater than is
its annual pass-through rate. Under a special servicing option pursuant to which
Fannie Mae assumes the entire risk for foreclosure losses, the annual interest
rates on the mortgage loans underlying a Fannie Mae Certificate will generally
be between 30 basis points and 255 basis points greater than the annual Fannie
Mae Certificate pass-through rate. If specified in the related prospectus
supplement, Fannie Mae Certificates may be backed by adjustable rate mortgages.

     Fannie Mae guarantees to each registered holder of a Fannie Mae Certificate
that it will distribute amounts representing the holder's proportionate share of
scheduled principal and interest payments at the applicable pass-through rate
provided for by the Fannie Mae Certificate on the underlying mortgage loans,
whether or not received, and the holder's proportionate share of the full
principal amount of any foreclosed or other finally liquidated mortgage loan,
whether or not such principal amount is actually recovered. The obligations of
Fannie Mae under its guarantees are obligations solely of Fannie Mae and are not
backed by, or entitled to, the full faith and credit of the United States.
Although the Secretary of the Treasury of the United States has discretionary
authority to lend Fannie Mae up to $2.25 billion outstanding at any time,
neither the United States nor any of its agencies or instrumentalities is
obligated to finance Fannie Mae's operations or to assist Fannie Mae in any
other manner. If Fannie Mae were unable to satisfy its obligations,
distributions to holders of Fannie Mae Certificates would consist solely of
payments and other recoveries on the underlying mortgage loans and, accordingly,
monthly distributions to holders of Fannie Mae Certificates would be affected by
delinquent payments and defaults on such mortgage loans.

     Fannie Mae Certificates evidencing interests in pools of mortgage loans
formed on or after May 1, 1985 (other than Fannie Mae Certificates backed by
pools containing graduated payment mortgage loans or mortgage loans secured by
multifamily projects) are available in book-entry form only. Distributions of
principal and interest on each Fannie Mae Certificate will be made by Fannie Mae
on the 25th day of each month to the persons in whose name the Fannie Mae
Certificate is entered in the books of the Federal Reserve Banks (or registered
on the Fannie Mae Certificate register in the case of fully registered Fannie
Mae Certificates) as of the close of business on the last day of the preceding
month. With respect to Fannie Mae Certificates issued in book-entry form,
distributions will be made by wire and, with respect to fully registered Fannie
Mae Certificates, distributions will be made by check.

     Stripped Mortgage-Backed Securities. Agency Securities may consist of one
or more stripped mortgage-backed securities as described in this prospectus and
in the related prospectus supplement. Each Agency Security of this type will
represent an undivided interest in all or part of the principal distributions -
but not the interest distributions, or the interest distributions - but not the
principal distributions, or in some specified portion of the principal and
interest distributions on certain Freddie Mac, Fannie Mae or Ginnie Mae
Certificates. The underlying securities will be held under a trust agreement by
Freddie Mac, Fannie Mae or Ginnie Mae, each as trustee, or by another trustee
named in the related prospectus supplement. Freddie Mac, Fannie Mae or Ginnie
Mae will guaranty each stripped Agency Security to the same extent as such
entity guarantees the underlying securities backing the stripped Agency
Security.


                                       56



     Other Agency Securities. If specified in the related prospectus supplement,
a trust fund may include other mortgage pass-through certificates issued or
guaranteed by Freddie Mac, Fannie Mae or Ginnie Mae. The characteristics of any
such mortgage pass-through certificates will be described in the related
prospectus supplement. If specified in the related prospectus supplement, a
combination of different types of Agency Securities may be held in a trust fund.

PRIVATE LABEL SECURITIES

     General. Private Label Securities or PLS (i.e., private mortgage-backed or
asset-backed securities) may consist of

     o    pass-through certificates evidencing an undivided interest in a pool
          of Single Family Loans, Home Equity Loans, Multifamily Loans,
          Manufactured Housing Contracts or Home Improvement Contracts,

     o    collateralized mortgage obligations secured by Single Family Loans,
          Home Equity Loans, Multifamily Loans, Manufactured Housing Contracts
          or Home Improvement Contracts, or

     o    other Private Label Securities.

     Private Label Securities may include stripped mortgage-backed securities
representing an undivided interest in all or a part of the principal
distributions - but not the interest distributions, or the interest
distributions - but not the principal distributions, or in some specified
portion of the principal and interest distributions on certain mortgage loans.
The Private Label Securities will have been issued pursuant to a pooling and
servicing agreement, an indenture or similar agreement. The seller/servicer of
the underlying loans will have entered into a PLS Agreement with a trustee under
that agreement. The PLS trustee or its agent, or a custodian, will possess the
mortgage loans underlying the Private Label Securities. The loans underlying the
Private Label Securities will be serviced by a PLS servicer directly or by one
or more sub-servicers which may be subject to the supervision of the PLS
servicer. The PLS servicer will be a Fannie Mae- or Freddie Mac-approved
servicer and, if FHA loans underlie the Private Label Securities, approved by
HUD as an FHA mortgagee.

     If specified in the related prospectus supplement, the trust fund for a
series of securities may include mortgage securities, as described in this
prospectus. The mortgage securities may have been issued previously by the
depositor or an affiliate thereof, a financial institution or other entity
engaged generally in the business of mortgage lending or a limited purpose
corporation organized for the purpose of, among other things, acquiring and
depositing mortgage loans into trusts, and selling beneficial interests in
trusts. In addition, the mortgage securities may have been issued or guaranteed
by Ginnie Mae, Fannie Mae, Freddie Mac or other government agencies or
government-sponsored agencies, as specified in the related prospectus
supplement. The mortgage securities will be generally similar to securities
offered under this prospectus. In any securitization where mortgage securities
are included in a trust fund, unless the mortgage securities are exempt from
registration under the Securities Act, the offering of the mortgage securities
will be registered if required in accordance with Rule 190 under the Securities
Act. As to any series of mortgage securities, the related prospectus supplement
will


                                       57



include a description of (1) the mortgage securities and any related credit
enhancement, and (2) the mortgage loans underlying the mortgage securities.

     The PLS issuer will be a financial institution or other entity engaged
generally in the business of mortgage lending, a public agency or
instrumentality of a state, local or federal government, or a limited purpose
corporation organized for the purpose of, among other things, establishing
trusts and acquiring and selling housing loans to trusts and selling beneficial
interests in trusts. If specified in the related prospectus supplement, the PLS
issuer may be an affiliate of the depositor. The obligations of the PLS issuer
will generally be limited to certain representations and warranties with respect
to the assets it conveys to the related trust. The PLS issuer will not have
guaranteed any of the assets conveyed to the related trust or any of the Private
Label Securities issued under the PLS agreement. Additionally, although the
loans underlying the Private Label Securities may be guaranteed by an agency or
instrumentality of the United States, the Private Label Securities themselves
will not be so guaranteed, unless the related prospectus supplement specifies
otherwise.

     Distributions of principal and interest will be made on the Private Label
Securities on the dates specified in the related prospectus supplement. The
Private Label Securities may be entitled to receive nominal or no principal
distributions or nominal or no interest distributions. Principal and interest
distributions will be made on the Private Label Securities by the PLS trustee or
the PLS servicer. The PLS issuer or the PLS servicer may have the right to
repurchase assets underlying the Private Label Securities after a particular
date or under other circumstances specified in the related prospectus
supplement.

     Underlying Loans. The loans underlying the PMBS may consist of fixed rate,
level payment, fully amortizing loans or graduated payment mortgage loans,
buydown loans, adjustable rate mortgage loans, or loans having balloon or other
special payment features. The loans may be secured by one- to four-family
residential property, small mixed-use property, five-to eight-family residential
property, multifamily property, manufactured homes or by an assignment of the
proprietary lease or occupancy agreement relating to a specific dwelling within
a cooperative and the related shares issued by the cooperative. Except as
otherwise specified in the related prospectus supplement, the loans will have
the following characteristics:

     o    no loan will have had a loan-to-value ratio at origination in excess
          of 95%;

     o    each Single Family Loan secured by a mortgaged property having a
          loan-to-value ratio in excess of 80% at origination will be covered by
          a primary mortgage insurance policy;

     o    each loan will have had an original term to stated maturity of not
          less than five years and not more than 40 years;

     o    no loan that was more than 89 days delinquent as to the payment of
          principal or interest will have been eligible for inclusion in the
          assets under the related PLS agreement;


                                       58



     o    each loan (other than a cooperative loan) will be required to be
          covered by a standard hazard insurance policy (which may be a blanket
          policy); and

     o    each loan (other than a cooperative loan or a Manufactured Housing
          Contract) will be covered by a title insurance policy.

     Credit Support Relating to Private Label Securities. Credit support in the
form of reserve funds, subordination of other private label securities issued
under the PLS agreement, letters of credit, surety bonds, insurance policies or
other types of credit support may be provided with respect to the loans
underlying the Private Label Securities or with respect to the Private Label
Securities themselves.

     Additional Information. If the trust fund for a series of securities
includes Private Label Securities, the related prospectus supplement will
specify

     o    the aggregate approximate principal amount and type of Private Label
          Securities to be included in the trust fund,

     o    the maximum original term-to-stated maturity of the PLS,

     o    the weighted average term-to-stated maturity of the PLS,

     o    the pass-through or certificate rate of the PLS,

     o    the weighted average pass-through or interest rate of the PLS,

     o    the PLS issuer, the PLS servicer (if other than the PLS issuer) and
          the PLS trustee,

     o    certain characteristics of any credit support such as reserve funds,
          insurance policies, surety bonds, letters of credit or guaranties
          relating to the loans underlying the Private Label Securities
          themselves,

     o    the terms on which the loans underlying the PLS may, or are required
          to, be purchased prior to their stated maturity or the stated maturity
          of the PLS and

     o    the terms on which mortgage loans may be substituted for those
          originally underlying the PLS.

     In addition, the related prospectus supplement will provide information
about the loans which comprise the underlying assets of the Private Label
Securities, including

     o    the payment features of the mortgage loans,

     o    the approximate aggregate principal balance, if known, of underlying
          loans insured or guaranteed by a governmental entity,

     o    the servicing fee or range of servicing fees with respect to the
          loans, and


                                       59



     o    the minimum and maximum stated maturities of the underlying loans at
          origination.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     We incorporate in this prospectus by reference all documents and reports,
including but not limited to the financial statements and reports filed or
caused to be filed or incorporated by reference by the applicable depositor,
Greenwich Capital Acceptance, Inc. (GCA) or Financial Acceptance Securities
Corp. (FASCO), with respect to a trust fund pursuant to the requirements of
Sections 13(a) or 15(d) of the Exchange Act, prior to the termination of the
offering of the offered securities of the related series. All documents
subsequently filed by the depositor pursuant to Sections 13(a) or 15(d) of the
Exchange Act in respect of any offering prior to the termination of the offering
of the offered securities shall also be deemed incorporated by reference into
this prospectus and the related prospectus supplement. Upon request by any
person to whom this prospectus is delivered in connection with the offering of
one or more classes of certificates, the applicable depositor will provide
without charge a copy of any such documents and/or reports incorporated herein
by reference, in each case to the extent that the documents or reports relate to
those classes of certificates, other than the exhibits to the documents (unless
the exhibits are specifically incorporated by reference in such documents).
Requests to the depositors should be directed in writing to: Paul D. Stevelman,
Greenwich Capital Acceptance, Inc. or Financial Acceptance Securities Corp. as
applicable, 600 Steamboat Road, Greenwich, Connecticut 06830, telephone number
(203) 625-2700. Each depositor has determined that its financial statements are
not material to the offering of any of the securities.

     Investors may read and copy the documents and/or reports incorporated
herein by reference at the Public Reference Room of the Securities and Exchange
Commission at 100 F Street NE, Washington, DC 20549. Investors may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains a website at http:\\www.sec.gov
containing reports, proxy and information statements and other information
regarding issuers, including the depositor with respect to each trust fund, that
file electronically with the SEC.

                             STATIC POOL INFORMATION

     For each trust fund discussed above, the depositor will provide, to the
extent material, static pool information with respect to the experience of the
sponsor, or other appropriate entity, in securitizing asset pools of the same
type. In addition, to the extent material, the depositor will provide static
pool information with respect to the portfolio of mortgage loans originated or
purchased by one or more originators, presented by vintage year, if specified in
the applicable prospectus supplement.

     In addition, for each prior securitized pool or vintage origination year,
summary information of the original characteristics of the securitized pool or
the originated and purchased mortgage loans, as applicable, will be provided.

     Static pool information is not deemed part of this prospectus or of the
registration statement of which the prospectus is a part to the extent that the
static pool information relates to (a) any trust fund that was established by
the depositor or any other party before January 1, 2006


                                       60



or (b) information with respect to the portfolio of mortgage loans originated or
purchased by an originator for periods before January 1, 2006.

     With respect to each series of securities, the information referred to in
this section will be provided through an internet web site at the address
disclosed in the related prospectus supplement.

                                 USE OF PROCEEDS

     The net proceeds to be received from the sale of the securities will be
applied by the applicable depositor to the purchase of trust fund assets or will
be used by the depositor for general corporate purposes. The depositors expect
to sell securities in series from time to time, but the timing and amount of
offerings of securities will depend on a number of factors, including the volume
of assets acquired by the depositors, prevailing interest rates, availability of
funds and general market conditions.

                                   THE SPONSOR

     The sponsor will be Greenwich Capital Financial Products, Inc. for each
series of securities unless otherwise indicated in the related prospectus
supplement. The sponsor was incorporated in the State of Delaware on November
16, 1990 as a wholly owned subsidiary corporation of Greenwich Capital Holdings,
Inc. and is an affiliate of each of the depositors. The sponsor was organized
for the purpose of issuing securities through its affiliates Greenwich Capital
Acceptance, Inc. and Financial Asset Securities Corp., private secondary
mortgage market conduits.

     The sponsor maintains its principal office at 600 Steamboat Road,
Greenwich, Connecticut 06830. Its telephone number is (203) 625-2700.

     From January 2000 through and including December 2005, the Sponsor has
securitized mortgage loans with an aggregate principal balance of approximately
$92.5 billion. During the calendar years 2000, 2001, 2002, 2003, 2004 and 2005,
the Sponsor securitized mortgage loans with an aggregate principal balance of
approximately $0.8, $0.3, $2.4, $10.7, $30.4 and $47.9 billion, respectively.
Such securitizations have included fixed and adjustable rate residential
mortgage loans of prime, alt-a and sub-prime residential mortgage loans
originated by various third parties.

     The sponsor is a purchaser of seasoned, program exception, and
non-performing residential mortgages. These loans are purchased from various
institutions and brokers on a bulk or flow basis by competitive bid or through a
pre-negotiated agreement. Portfolios may include second liens, REO and on a
limited basis, non-residential properties. Products purchased include both fixed
rate and ARM programs for Alt A, Jumbo (Prime) and Subprime mortgages as well as
fixed rate Second Liens. All loans acquired by the sponsor are subject to due
diligence prior to purchase. Portfolios are reviewed for issues including, but
not limited to, credit, documentation, litigation, default and servicing related
concerns as well as a thorough compliance review with loan level testing. Broker
Price Opinions (BPOs) are also obtained on a selective basis. See "The


                                       61



Originators--Underwriting Guidelines" in the prospectus supplement for
additional information.

     The sponsor has been securitizing residential mortgage loans since 1990.

                                 THE DEPOSITORS

     Greenwich Capital Acceptance, Inc. is a Delaware corporation organized on
April 23, 1987, and Financial Asset Securities Corp. is a Delaware corporation
organized on August 2, 1995, in each case for the limited purpose of acquiring,
owning and transferring mortgage assets and selling interests in those assets or
bonds secured by those assets. Each of the depositors is a limited purpose
finance subsidiary of Greenwich Capital Holdings, Inc. and an affiliate of
Greenwich Capital Markets, Inc. Greenwich Capital Markets, Inc. is a registered
broker-dealer engaged in the U.S. government securities market and related
capital markets business. Each of the depositors maintains its principal office
at 600 Steamboat Road, Greenwich, Connecticut 06830 and the telephone number is
(203) 625-2700.

     The depositors do not have, nor are they expected in the future to have,
any significant assets.

     From January 2000 through and including December 2005, the Depositor has
securitized mortgage loans with an aggregate principal balance of approximately
$55.3 billion. During the calendar years 2000, 2001, 2002, 2003, 2004 and 2005,
the Depositor securitized mortgage loans with an aggregate principal balance of
approximately $0.7, $1.1, $3.6, $10.3, $16.9 and $22.7 billion, respectively.
Such issuances have included fixed and adjustable rate residential mortgage
loans of prime, alt-a and sub-prime residential mortgage loans originated by
various third parties.

     In conjunction with Greenwich Capital Financial Products, Inc.'s
acquisition of seasoned, program exception, and non-performing residential
mortgages, the applicable depositor will execute a mortgage loan purchase
agreement to transfer the loans to itself. These loans are subsequently
deposited in a common law or statutory trust, described in the prospectus
supplement, which will then issue the securities.

     After issuance and registration of the securities contemplated in this
prospectus and any supplement hereto, the depositors will have no duties or
responsibilities with respect to the pool assets or the securities, except as
otherwise specified in the related prospectus supplement.

     Neither the depositors nor any of their affiliates will ensure or guarantee
distributions on the securities of any series.

                                  LOAN PROGRAM

     The depositor will have purchased the loans, either directly or through
affiliates, from sellers. The loans acquired by the depositor will have been
originated in accordance with the underwriting criteria specified under the
heading "--Underwriting Standards" below.


                                       62



UNDERWRITING STANDARDS

     Each seller will represent and warrant that all the loans that it
originated and/or sold to the depositor or one of the depositor's affiliates
will have been underwritten in accordance with standards consistent with those
utilized by institutional lenders generally during the period of origination for
similar types of loans. As to any loan insured by the FHA or partially
guaranteed by the VA, the related seller will represent that it has complied
with the underwriting policies of the FHA or the VA, as the case may be.

     Underwriting standards are applied by or on behalf of a lender to evaluate
a prospective borrower's credit standing and repayment ability, and the value
and adequacy of the mortgaged property as collateral. In general, a prospective
borrower applying for a loan is required to fill out a detailed application
designed to provide to the underwriting officer pertinent credit information,
including the principal balance and payment history of any senior lien loan on
the related mortgaged property. As part of the description of the borrower's
financial condition, the borrower generally is required to provide a current
list of assets and liabilities and a statement of income and expenses, as well
as an authorization to apply for a credit report which summarizes the borrower's
credit history with local merchants and lenders and any record of bankruptcy.
Generally, an employment verification is obtained from an independent source,
which is typically the borrower's employer. The verification reports the
borrower's length of employment with its employer, current salary, and
expectations of continued employment. If a prospective borrower is
self-employed, the borrower may be required to submit copies of signed tax
returns. The borrower may also be required to authorize verification of deposits
at financial institutions where the borrower has demand or savings accounts.
Underwriting standards which pertain to the creditworthiness of borrowers
seeking Multifamily Loans will be described in the related prospectus
supplement.

     In determining the adequacy of the mortgaged property as collateral, an
appraisal is made of each property considered for financing. The appraiser is
required to inspect the property and verify that it is in good repair and that
construction, if new, has been completed. The appraisal generally is based on
the market value of comparable homes, the estimated rental income (if considered
applicable by the appraiser) and the cost of replacing the subject home. In
connection with a Manufactured Housing Contract, the appraisal is based on
recent sales of comparable manufactured homes and, when deemed applicable, a
replacement cost analysis based on the cost of a comparable manufactured home.
In connection with a Multifamily Loan, the appraisal must specify whether an
income analysis, a market analysis or a cost analysis was used. An appraisal
employing the income approach to value analyzes a multifamily project's
cashflow, expenses, capitalization and other operational information in
determining the property's value. The market approach to value focuses its
analysis on the prices paid for the purchase of similar properties in the
multifamily project's area, with adjustments made for variations between these
other properties and the multifamily project being appraised. The cost approach
calls for the appraiser to make an estimate of land value and then determine the
current cost of reproducing the building less any accrued depreciation. In any
case, the value of the property being financed, as indicated by the appraisal,
must be such that it currently supports, and is anticipated to support in the
future, the outstanding loan balance.


                                       63



     Once all applicable employment, credit and property information is
received, a determination generally is made as to whether the prospective
borrower has sufficient monthly income available

     o    to meet the borrower's monthly obligations on the proposed loan,
          generally determined on the basis of the monthly payments due in the
          year of origination, and other expenses related to the mortgaged
          property such as property taxes and hazard insurance, and

     o    to meet monthly housing expenses and other financial obligations and
          monthly living expenses.

     The underwriting standards applied by sellers, particularly with respect to
the level of loan documentation and the borrower's income and credit history,
may be varied in appropriate cases where factors such as low loan-to-value
ratios or other favorable credit exist.

     In the case of a loan secured by a leasehold interest in real property, the
title to which is held by a third-party lessor, the related seller will
represent and warrant, among other things, that the remaining term of the lease
and any sublease is at least five years longer than the remaining term of the
related mortgage note.

     Some types of loans which may be included in the pools may involve
additional uncertainties not present in traditional types of loans. For example,
loans may provide for escalating or variable payments by the borrower. These
types of loans are generally underwritten on the basis of a judgment that
borrowers will have the ability to make the monthly payments required initially.
In some instances, however, their incomes may not be sufficient to permit
continued loan payments as payments increase. These types of loans may also be
underwritten primarily upon the basis of loan-to-value ratios or other favorable
credit factors.

FICO SCORES

     The FICO Score is a statistical ranking of likely future credit performance
developed by Fair, Isaac & Company ("Fair, Isaac") and the three national credit
repositories-Equifax, Trans Union and First American (formerly Experian which
was formerly TRW). The FICO Scores available from the three national credit
repositories are calculated by the assignment of weightings to the most
predictive data collected by the credit repositories and range from the 300's to
the 900's. Although the FICO Scores are based solely on the information at the
particular credit repository, such FICO Scores generally will have been
calibrated to indicate the same level of credit risk regardless of which credit
repository is used. The FICO Score is used by an originator along with
information such as, but not limited to, mortgage payment history, seasoning on
bankruptcy and/or foreclosure, and is not a substitute for the underwriter's
judgment.

QUALIFICATIONS OF SELLERS

     Each seller will be required to satisfy the qualifications set forth in the
following sentence. Each seller must


                                       64



     o    be an institution experienced in originating and servicing loans of
          the type contained in the related pool in accordance with accepted
          practices and prudent guidelines,

     o    maintain satisfactory facilities to originate and service the loans,

     o    be a seller/servicer approved by either Fannie Mae or Freddie Mac, and

     o    be a mortgagee approved by the FHA or an institution the deposit
          accounts in which are insured by the Federal Deposit Insurance
          Corporation (FDIC).

REPRESENTATIONS BY SELLERS; REPURCHASES OR SUBSTITUTIONS

     Each seller will have made representations and warranties in respect of the
loans sold by that seller and evidenced by a series of securities. These
representations and warranties, unless otherwise provided in the related
prospectus supplement, generally include the following:

     o    Except in the case of a cooperative loan, each Single Family Loan,
          Home Equity Loan or Multifamily Loan has a title insurance policy,
          required hazard insurance policy and any required primary mortgage
          insurance policy, each of which was in effect at the origination of
          the loan and remained in effect on the date that the loan was
          purchased from the seller by or on behalf of the depositor. If the
          related mortgaged property is located in an area where title insurance
          policies are generally not available, an attorney's certificate of
          title may be substituted.

     o    The terms of the mortgage note and the mortgage have not been
          impaired, waived, altered or modified in any respect except as
          provided in the mortgage loan file.

     o    Each mortgage is a valid and enforceable first lien on the property
          securing the related mortgage note and each mortgaged property is
          owned by the mortgagor in fee simple or by leasehold for a term longer
          than the term of the related Mortgage, subject only to (i) the lien of
          current real property taxes and assessments, (ii) covenants,
          conditions and restrictions, rights of way, easements and other
          matters of public record as of the date of recording of such mortgage,
          such exceptions being acceptable to mortgage lending institutions
          generally or specifically reflected in the appraisal obtained in
          connection with the origination of the related mortgage loan or
          referred to in the lender's title insurance policy delivered to the
          originator of the related mortgage loan and (iii) other matters to
          which like properties are commonly subject which do not materially
          interfere with the benefits of the security intended to be provided by
          such mortgage.

     o    The seller had good title to each loan and no loan was subject to
          offsets, defenses, counterclaims or rights of rescission except to the
          extent that any specified buydown agreement may forgive certain
          indebtedness of a borrower.

     o    Each loan constituted a valid lien on, or a perfected security
          interest with respect to, the related mortgaged property, subject only
          to permissible title insurance exceptions,


                                       65



          if applicable, and certain other exceptions described in the related
          servicing agreement.

     o    The mortgaged property was free from damage and was in acceptable
          condition.

     o    There were no delinquent tax or assessment liens against the mortgaged
          property.

     o    Each loan was made in compliance with, and is enforceable under, all
          applicable local, state and federal laws and regulations, in all
          material respects.

     o    There are no mechanics' liens or claims for work, labor or material
          affecting the related mortgaged property which are, or may be a lien
          prior to, or equal with, the lien of the related mortgage (subject
          only to permissible title insurance exceptions).

     o    No mortgage loan is more than 90 days delinquent as to any scheduled
          payment of principal and/or interest.

     o    The information set forth in the mortgage loan schedule provided by
          the seller is true and correct in all material respects and the
          information provided to the Rating Agencies, including the mortgage
          loan level detail, is true and correct according to the Rating Agency
          requirements.

     o    Each mortgage loan has been serviced in all material respects in
          accordance with applicable federal, state and local laws, including,
          without limitation, usury, equal credit opportunity, disclosure and
          recording laws and the terms of the related mortgage note, the
          mortgage and other loan documents.

     If specified in the related prospectus supplement, the representations and
warranties of a seller in respect of a loan will be made not as of the related
cut-off date but as of the date on which the seller sold the loan to the
depositor or one of its affiliates. Under these circumstances, a substantial
period of time may have elapsed between that date and the date of initial
issuance of the series of securities evidencing an interest in, or secured by,
the loan. Since the representations and warranties of a seller do not address
events that may occur following the sale of the loan by that seller, the
repurchase obligation described in the following paragraph will not arise if the
relevant event that would otherwise have given rise to the obligation occurs
after the date when the seller sold the loan to the depositor or one of its
affiliates. However, the depositor will not include any loan in a trust fund if
anything has come to the depositor's attention that would cause it to believe
that the representations and warranties of the related seller regarding that
loan will not be accurate and complete in all material respects as of the date
when the related series of securities is issued. If the master servicer is also
a seller of loans for a particular series, these representations will be in
addition to the representations and warranties made by the master servicer in
its capacity as master servicer.

     The seller will make certain representations and warranties in connection
with Manufactured Housing Contracts included in the trust with respect to the
enforceability of coverage under any related insurance policy or hazard
insurance policy. The seller, if required by the rating agencies rating the
related issue of securities, will obtain a surety bond, guaranty, letter


                                       66



of credit or other acceptable instrument to support its repurchase or
substitution obligation specified in the immediately following paragraph.

     The master servicer, or the trustee if the master servicer is the seller,
will promptly notify the relevant seller of any breach of any representation or
warranty made by that seller in respect of a loan which materially and adversely
affects the interests of the securityholders in the loan. Unless otherwise
specified in the related prospectus supplement, if the seller cannot cure the
breach within 90 days after notice from the master servicer or the trustee, as
the case may be, then the seller will be obligated either

     o    to repurchase that loan from the trust fund at a purchase price equal
          to 100% of the loan's unpaid principal balance as of the date of the
          repurchase plus accrued interest thereon to the first day of the month
          following the month of repurchase at the related loan rate, less any
          advances made by the seller or amount payable as related servicing
          compensation if the seller is the master servicer, or

     o    substitute for that loan a replacement loan that satisfies the
          requirements set forth in the related prospectus supplement.

     This repurchase or substitution obligation will constitute the sole remedy
available to the securityholders or the trustee for a breach of representation
or warranty by the seller.

     Except in those cases in which the master servicer is the seller, the
master servicer will be required under the applicable servicing agreement to
enforce this obligation for the benefit of the trustee and the related
securityholders, following the practices it would employ in its good faith
business judgment were it the owner of the loan.

     If a REMIC election is to be made with respect to a trust fund, unless
otherwise provided in the related prospectus supplement, the master servicer or
a holder of the related residual certificate will be obligated to pay any
prohibited transaction tax which may arise in connection with a repurchase or
substitution. Unless otherwise specified in the related prospectus supplement,
the master servicer will be entitled to reimbursement for any such payment from
the assets of the related trust fund or from any holder of the related residual
certificate. See "Description of the Securities--General" in this prospectus.

     Neither the depositor nor the master servicer (unless the master servicer
is the seller) will be obligated to purchase a loan if the seller defaults on
its obligation to do so. No assurance can be given that sellers will carry out
their respective repurchase or substitution obligations with respect to the
loans. However, to the extent that a breach of a representation and warranty of
a seller may also constitute a breach of a representation made by the master
servicer, the master servicer may have a repurchase or substitution obligation
as described under the heading "Operative Agreements--Assignment of Trust Fund
Assets" in this prospectus.

                          DESCRIPTION OF THE SECURITIES

     Either Greenwich Capital Acceptance, Inc. or Financial Asset Securities
Corp., as depositor, will establish a trust fund for each series of securities.
A particular series of securities


                                       67



will consist of mortgage-backed or asset-backed certificates or notes or both
certificates and notes.

     Each series of securities may consist of any one or a combination of the
following types of classes:

Accretion Directed               A class of securities designated to receive
                                 principal payments primarily from the interest
                                 that accrues on specified Accrual Classes.

Accrual                          A class of securities where the accrued
                                 interest otherwise payable to such certificates
                                 is allocated to specified classes of
                                 certificates as principal payments in reduction
                                 of their certificate principal balance. The
                                 certificate principal balance of the Accrual
                                 Class will be increased to the extent such
                                 accrued interest is so allocated.

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 securities
                                 may have different principal and/or interest
                                 payment characteristics but together constitute
                                 a single class. Each component of a class of
                                 component securities may be identified as
                                 falling into one or more of the categories in
                                 this list.

Fixed Rate                       A class with an interest rate that is fixed
                                 throughout the life of the class.

Floating Rate                    A class that receives interest payments based
                                 on an interest rate that fluctuates each
                                 payment period based on a designated index,
                                 which will be of a type that is customarily
                                 used in the debt and fixed income markets to
                                 measure the cost of borrowed funds, plus a
                                 specified margin.

Interest Only or IO              A class of securities with no principal balance
                                 and which is not entitled to principal


                                       68



                                 payments. Interest usually accrues based on a
                                 specified notional amount.

Inverse Floating Rate            A class of securities where the pass-through
                                 rate adjusts based on the excess between a
                                 specified rate and LIBOR or another index,
                                 which will be of a type that is customarily
                                 used in the debt and fixed income markets to
                                 measure the cost of borrowed funds.

Lock Out                         A class of securities which is "locked out" of
                                 certain payments, usually principal, for a
                                 specified period of time.

Partial Accrual                  A class that accretes a portion of the amount
                                 of accrued interest thereon, which amount will
                                 be added to the principal balance of such class
                                 on each applicable distribution date, with the
                                 remainder of such accrued interest to be
                                 distributed currently as interest on such
                                 class. Such accretion may continue until a
                                 specified event has occurred or until such
                                 Partial Accrual class is retired.

Principal Only                   A class of securities which is not entitled to
                                 interest payments.

Planned Amortization Class or
PAC                              A class of securities with a principal balance
                                 that is reduced based on a schedule of
                                 principal balances, assuming a certain range of
                                 prepayment rates on the underlying assets.

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 assets. These two rates are the
                                 endpoints for the "structuring range" for the
                                 scheduled principal class.

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


                                       69



                                 related classes of subordinated securities 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 securities 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 "support class" until
                                 the class principal balance of the support
                                 class is reduced to zero.

Target Amortization or TAC       A class of securities with a principal balance
                                 that is reduced based on a scheduled of
                                 principal balances, assuming a certain targeted
                                 rate of prepayments on the related collateral.

Variable Rate                    A class with an interest rate that resets
                                 periodically and is calculated by reference to
                                 the rate or rates of interest applicable to
                                 specified assets or instruments (e.g., the Loan
                                 Rates borne by the underlying loans).

     Each series of certificates will be issued pursuant to a pooling and
servicing agreement or a trust agreement, dated as of the related cut-off date,
among the depositor, the trustee and, if the trust includes loans, the related
master servicer. The provisions of each pooling and servicing agreement or trust
agreement will vary depending upon the nature of the related certificates and
the related trust fund. Forms of pooling and servicing and trust agreements are
exhibits to the Registration Statement of which this prospectus forms a part.

     Each series of notes will be issued under an indenture between the related
trust fund and the trustee named in the prospectus supplement for that series.
If the trust fund includes loans, the trust fund and the servicer of the loans
will also enter into a servicing agreement. Forms of indenture and servicing
agreement have been filed as an exhibit to the registration statement of which
this prospectus forms a part.

     The following summaries describe the material provisions which may appear
in each pooling and servicing agreement or trust agreement, in the case of a
series of certificates, and in


                                       70



each indenture and servicing agreement, in the case of a series of notes. The
prospectus supplement for each series of securities will describe any provision
of the operative agreements relating to that series which materially differs
from the description contained in this prospectus. 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 the related agreements and prospectus
supplement. The applicable depositor will provide a copy of the operative
agreements (without exhibits) relating to any series without charge, upon
written request of a holder of record of a certificate or note of the series,
addressed to Greenwich Capital Acceptance, Inc. or Financial Asset Securities
Corp., as applicable, 600 Steamboat Road, Greenwich, Connecticut 06830,
Attention: Asset Backed Finance Group.

GENERAL

     The securities of each series will

     o    be issued in fully registered form only, in the authorized
          denominations specified in the prospectus supplement,

     o    evidence specified beneficial ownership interests in the trust fund
          assets, in the case of a series of certificates, or be secured by the
          pledge of the trust fund assets, in the case of a series of notes, and

     o    not be entitled to payments in respect of the assets included in any
          other trust fund established by the depositor.

     The securities will not represent obligations of the depositor or any of
its affiliates. The loans will not be insured or guaranteed by any governmental
entity or other person, unless otherwise specified in the related prospectus
supplement.

     To the extent provided in the related operative agreements, each trust fund
will consist of the following:

     o    the assets as from time to time are subject to the related agreement,
          exclusive of any amounts specified in the related prospectus
          supplement as "retained interest";

     o    those assets as from time to time are required to be deposited in the
          related security account as defined under the heading "Operative
          Agreements--Payments on Loans; Deposits to Security Account" in this
          prospectus;

     o    property which secured a loan and which is acquired on behalf of the
          securityholders by foreclosure or deed in lieu of foreclosure; and

     o    primary mortgage insurance policies, FHA insurance and VA guarantees,
          if any, and any other insurance policies or other forms of credit
          enhancement required to be maintained pursuant to the related
          agreement.


                                       71



     If specified in the related prospectus supplement, a trust fund may also
include one or more of the following:

     o    reinvestment income on payments received on the trust fund assets,

     o    a reserve fund,

     o    a pool insurance policy,

     o    a special hazard insurance policy,

     o    an interest rate swap or yield supplement agreement,

     o    a currency swap,

     o    a market value swap,

     o    a bankruptcy bond,

     o    one or more letters of credit,

     o    a surety bond,

     o    guaranties, or

     o    similar instruments or other agreements.

     Each series of securities will be issued in one or more classes. Each class
of securities of a series will evidence beneficial ownership of a specified
portion or percentage - which may be 0% - of future interest payments and a
specified portion or percentage - which may be 0% - of future principal payments
on the assets in the related trust fund. A series of securities may include one
or more classes that are senior in right to payment to one or more other classes
of securities of the series. A series or classes of securities may be covered by
insurance policies, surety bonds or other forms of credit enhancement, in each
case as described in this prospectus and in the related prospectus supplement.
Distributions on one or more classes of a series of securities may be made prior
to being made on one or more other classes, after the occurrence of specified
events, in accordance with a schedule or formula, on the basis of collections
from designated portions of the trust fund assets or on a different basis, in
each case as specified in the related prospectus supplement. The timing and
amounts of distributions may vary among classes or over time as specified in the
related prospectus supplement.

     Distributions of principal and interest, or, where applicable, of principal
only or interest only, on the related securities will be made by the trustee on
each distribution date. Distributions will be made monthly, quarterly,
semi-annually, or at such other intervals and on the dates as are specified in
the related prospectus supplement, in proportion to the percentages specified in
the prospectus supplement. Distributions will be made to the persons in whose
names the securities are registered at the close of business on the applicable
record date specified in the related


                                       72



prospectus supplement. Distributions will be made in the manner specified in the
related prospectus supplement to the persons entitled to them at the address
appearing in the register maintained for the securityholders. In the case of the
final distribution in retirement of the securities, payment will be made only
upon presentation and surrender of the securities at the office or agency of the
trustee or other person specified in the notice to securityholders of the final
distribution.

     The securities will be freely transferable and exchangeable at the
corporate trust office of the trustee named in the related prospectus
supplement. No service charge will be made for any registration of exchange or
transfer of securities of any series but the trustee may require payment of a
sum sufficient to cover any related tax or other governmental charge.

     Under current law, the purchase and holding of certain classes of
securities by or on behalf of, or with the assets of, an employee benefit plan
or other retirement plan or arrangement subject to the provisions of ERISA or
Section 4975 of the Internal Revenue Code may result in "prohibited
transactions" within the meaning of Section 406 of ERISA or Section 4975 of the
Code. See "ERISA Considerations" in this prospectus.

     As to each series of securities, an election may be made to treat the
related trust fund, or designated portion of the trust fund, as a "real estate
mortgage investment conduit" (REMIC) as defined in the Internal Revenue Code.
The related prospectus supplement will specify whether a REMIC election is to be
made. Alternatively, the operative agreement for a series may provide that a
REMIC election may be made at the discretion of the depositor or the master
servicer and may only be made if certain conditions are satisfied. As to any
series of securities for which a REMIC election will be made, the terms and
provisions applicable to the making of the REMIC election, as well as any
material federal income tax consequences to securityholders not otherwise
described in this prospectus, will be set forth in the related prospectus
supplement. If a REMIC election is made with respect to a series, one of the
classes will be designated as evidencing the sole class of "residual interests"
in the related REMIC, as defined in the Code. All other classes of securities in
that series will constitute "regular interests" in the related REMIC, as defined
in the Code. As to each series with respect to which a REMIC election is to be
made, the master servicer or a holder of the related residual certificate will
be obligated to take all actions required in order to comply with applicable
laws and regulations and will be obligated to pay any prohibited transaction
taxes. The master servicer will be entitled to reimbursement for any such
payment from the assets of the trust fund or from any holder of the related
residual certificate.

DISTRIBUTIONS ON SECURITIES

     General. In general, the method of determining the amount of distributions
on a particular series of securities will depend on the type of credit support,
if any, that is used with respect to that series. See "Credit Enhancement and
Other Support" in this prospectus. Set forth below are descriptions of various
methods that may be used to determine the amount of distributions on the
securities of a particular series. The prospectus supplement for each series of
securities will describe the method to be used in determining the amount of
distributions on the securities of that series.


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     The trustee will make distributions allocable to principal and interest on
the securities out of, and only to the extent of, funds in the related security
account, including any funds transferred from any reserve account. As between
securities of different classes and as between distributions of principal (and,
if applicable, between distributions of principal prepayments and scheduled
payments of principal) and interest, distributions made on any distribution date
will be applied as specified in the related prospectus supplement. Unless
otherwise specified in the related prospectus supplement, distributions to any
class of securities will be made pro rata to all securityholders of that class.

     Available Funds. All distributions on the securities of each series on each
distribution date will be made from Available Funds in accordance with the terms
described in the related prospectus supplement and specified in the related
operative agreement. Unless otherwise provided in the related prospectus
supplement, the term "Available Funds" for each distribution date will equal the
sum of the following amounts:

     (i)  the aggregate of all previously undistributed payments on account of
          principal, including principal prepayments, if any, and prepayment
          penalties, if so provided in the related prospectus supplement, and
          interest on the mortgage loans in the related trust fund (including
          Liquidation Proceeds and Insurance Proceeds and amounts drawn under
          letters of credit or other credit enhancement instruments as permitted
          thereunder and as specified in the related operative agreement)
          received by the master servicer after the cut-off date and on or prior
          to the related determination date specified in the prospectus
          supplement except:

          o    all payments which were due on or before the cut-off date;

          o    all Liquidation Proceeds and all Insurance Proceeds, all
               principal prepayments and all other proceeds of any loan
               purchased by the depositor, the master servicer, any sub-servicer
               or any seller pursuant to the related operative agreement that
               were received after the prepayment period specified in the
               prospectus supplement and all related payments of interest
               representing interest for any period after the related collection
               period;

          o    all scheduled payments of principal and interest due on a date or
               dates subsequent to the first day of the month of distribution;

          o    amounts received on particular loans as late payments of
               principal or interest or other amounts required to be paid by
               borrowers, but only to the extent of any unreimbursed advance in
               respect of those loans made by the master servicer, the related
               sub-servicers, support servicers or the trustee;

          o    amounts representing reimbursement, to the extent permitted by
               the related operative agreement and as described under the
               heading "--Advances" immediately below, for advances made by the
               master servicer, sub-servicers, support servicers or the trustee
               that were deposited into the security account, and amounts
               representing reimbursement for certain other losses and expenses
               incurred by the master servicer or the depositor and described
               below; and


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          o    that portion of each collection of interest on a particular loan
               in the trust fund which represents servicing compensation payable
               to the master servicer or retained interest which is to be
               retained from such collection or is permitted to be retained from
               related Insurance Proceeds, Liquidation Proceeds or proceeds of
               loans purchased pursuant to the related operative agreement;

     (ii) the amount of any advance made by the master servicer, sub-servicer,
          support servicer or the trustee as described under "--Advances"
          immediately below and deposited by it in the security account;

     (iii) if applicable, amounts withdrawn from a reserve account;

     (iv) any applicable, amounts provided under a letter of credit, insurance
          policy, surety bond or other third-party credit enhancement; and

     (v)  if applicable, the amount of any prepayment interest shortfall.

     Distributions of Interest. Unless otherwise specified in the related
prospectus supplement, interest will accrue on the aggregate principal balance
of each class of securities or the aggregate notional principal balance of each
class of securities entitled to distributions of interest only at the
pass-through rate (or interest rate) and for the periods specified in the
prospectus supplement. Except in the case of a class of accrual securities that
provides for interest that accrues but is not currently payable, the
pass-through rate may be a fixed rate or an adjustable rate that adjusts as
specified in the prospectus supplement. Interest accrued during each specified
period on each class of securities entitled to interest will be distributable on
the distribution dates specified in the related prospectus supplement, to the
extent that funds are available, until the aggregate principal balance of the
securities of that class has been distributed in full or, in the case of a class
of securities entitled only to distributions allocable to interest, until the
aggregate notional principal balance of that class is reduced to zero or for the
period of time designated in the related prospectus supplement. The original
principal balance of each security will equal the aggregate distributions
allocable to principal to which that security is entitled. Unless otherwise
specified in the related prospectus supplement, distributions allocable to
interest on each security that is not entitled to distributions allocable to
principal will be calculated based on the notional principal balance of that
security. The notional principal balance of a security will not evidence an
interest in or entitlement to distributions allocable to principal but will be
used solely for convenience in expressing the calculation of interest and for
certain other purposes.

     With respect to any class of accrual securities, if specified in the
related prospectus supplement, any interest that has accrued but is not paid on
any distribution date will be added to the aggregate principal balance of that
class on that distribution date. Unless otherwise specified in the related
prospectus supplement, distributions of interest on each class of accrual
securities will commence only after the occurrence of the events specified in
the prospectus supplement. Unless otherwise specified in the related prospectus
supplement, the beneficial ownership interest of a class of accrual securities
in the trust fund will increase on each distribution date, as reflected in the
aggregate principal balance of that class, by the amount of interest that
accrued on that class during the preceding interest accrual period but was not
required to be distributed to


                                       75



the class on the distribution date. Each class of accrual securities will
thereafter accrue interest on the outstanding aggregate principal balance of
that class as so increased.

     Distributions of Principal. Unless otherwise specified in the related
prospectus supplement, the aggregate principal balance of any class of
securities entitled to distributions of principal will equal

     o    the original aggregate principal balance of that class as specified in
          the related prospectus supplement

     reduced by

     o    all distributions reported to securityholders of that class as
          allocable to principal

     increased by

     o    in the case of a class of accrual securities, all interest accrued but
          not then distributable on that class and

     subject to

     o    in the case of adjustable rate certificates, the effect of any
          negative amortization.

     The related prospectus supplement will specify the method by which the
amount of principal to be distributed on the securities on each distribution
date will be calculated and the manner in which the amount will be allocated
among the classes of securities entitled to distributions of principal.

     If so provided in the related prospectus supplement, one or more classes of
senior securities will be entitled to receive all or a disproportionate
percentage of the payments of principal which are received from borrowers in
advance of their scheduled due dates and are not accompanied by amounts
representing scheduled interest due after the month of such payments in the
percentages and under the circumstances or for the periods specified in the
prospectus supplement. Any allocation of principal prepayments to a class or
classes of senior securities will have the effect of accelerating the
amortization of the senior securities while increasing the interests evidenced
by the subordinated securities in the related trust fund. Increasing the
interests of the subordinated securities relative to that of the senior
securities is intended to preserve the availability of the subordination
provided by the subordinated securities. See "Credit Enhancement and Other
Support--Subordination" in this prospectus.

     Unscheduled Distributions. If specified in the related prospectus
supplement, the securities will be subject to receipt of distributions before
the next scheduled distribution date under the circumstances and in the manner
described in this paragraph and the following paragraph and in the prospectus
supplement. The trustee will be required to make such unscheduled distributions
on the day and in the amount specified in the related prospectus supplement if,
due to substantial payments of principal - including principal prepayments - on
the trust fund assets, the trustee or the master servicer determines that the
funds available or anticipated to be available from the security account and, if
applicable, from any reserve account


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may be insufficient to make required distributions on the securities on that
distribution date. Unless otherwise specified in the related prospectus
supplement, the amount of any unscheduled distribution that is allocable to
principal will not exceed the amount that would otherwise have been required to
be distributed as principal on the securities on the next distribution date.
Unless otherwise specified in the related prospectus supplement, all unscheduled
distributions will include interest at the applicable pass-through rate, if any,
on the amount of the unscheduled distribution allocable to principal for the
period and to the date specified in the prospectus supplement.

     Unless otherwise specified in the related prospectus supplement, all
distributions allocable to principal in any unscheduled distribution will be
made in the same priority and manner as distributions of principal on the
securities would have been made on the next distribution date, and with respect
to securities of the same class, unscheduled distributions of principal will be
made on a pro rata basis. Notice of any unscheduled distribution will be given
by the trustee prior to the date of distribution.

ADVANCES

     Unless otherwise provided in the related prospectus supplement, the master
servicer will be required to make advances, from its own funds, from funds
advanced by sub-servicers or support servicers or from funds held in the
security account for future distributions to the securityholders. On each
distribution date, the amount of any advances will be equal to the aggregate of
payments of principal and interest that were delinquent on the related
determination date and were not advanced by any sub-servicer, subject to the
master servicer's determination that these advances will be recoverable from
late payments by borrowers, Liquidation Proceeds, Insurance Proceeds or
otherwise. In the case of cooperative loans, the master servicer also will be
required to advance any unpaid maintenance fees and other charges under the
related proprietary leases as specified in the related prospectus supplement.

     In making advances, the master servicer will endeavor to maintain a regular
flow of scheduled interest and principal payments to the securityholders rather
than to guarantee or insure against losses. If advances are made by the master
servicer from cash being held for future distribution to securityholders, the
master servicer will replace those funds on or before any future distribution
date to the extent that funds in the applicable security account on a
distribution date would be less than the amount required to be available for
distributions to securityholders on that date. Any funds advanced by the master
servicer will be reimbursable to the master servicer out of recoveries on the
specific loans with respect to which the advances were made (e.g., late payments
made by the related borrower, any related Insurance Proceeds, Liquidation
Proceeds or proceeds of any loan purchased by a sub-servicer or a seller under
the circumstances described in this prospectus). Advances by the master servicer
and any advances by a sub-servicer or a support servicer also will be
reimbursable to the master servicer or sub-servicer or support servicer, as
applicable, from cash otherwise distributable to securityholders, including the
holders of senior securities, to the extent that the master servicer determines
that any advances previously made are not ultimately recoverable as described in
this paragraph. The master servicer also will be obligated to make advances, to
the extent recoverable out of Insurance Proceeds, Liquidation Proceeds or
otherwise, in respect of certain taxes and insurance premiums not paid by
borrowers on a timely basis. Funds so advanced are reimbursable to the


                                       77



master servicer to the extent permitted by the related operative agreement. If
specified in the related prospectus supplement, the obligations of the master
servicer to make advances may be supported by a cash advance reserve fund, a
surety bond or other arrangement, in each case as described in the related
prospectus supplement.

     The master servicer or sub-servicer may enter into a support agreement with
a support servicer pursuant to which the support servicer agrees to provide
funds on behalf of the master servicer or sub-servicer in connection with the
obligation of the master servicer or sub-servicer, as the case may be, to make
advances. The support agreement will be delivered to the trustee and the trustee
will be authorized to accept a substitute support agreement in exchange for an
original support agreement, provided that the substitution of the support
agreement will not adversely affect the rating or ratings assigned to the
securities by each rating agency named in the related prospectus supplement.

     Unless otherwise provided in the prospectus supplement, in the event the
master servicer, a sub-servicer or a support servicer fails to make an advance,
the trustee will be obligated to make the advance in its capacity as successor
servicer. If the trustee makes an advance, it will be entitled to be reimbursed
for that advance to the same extent and degree as the master servicer, a
sub-servicer or a support servicer is entitled to be reimbursed for advances.
See "--Distributions on Securities" above.

PURCHASE OBLIGATIONS

     Some types of trust assets and some classes of securities of any series, as
specified in the related prospectus supplement, may be subject to a purchase
obligation that would become applicable on one or more specified dates, or upon
the occurrence of one or more specified events, or on demand made by or on
behalf of the applicable securityholders. A purchase obligation may be in the
form of a conditional or unconditional purchase commitment, liquidity facility,
remarketing agreement, maturity guaranty, put option or demand feature.

     A purchase commitment is a contractual obligation of an obligor to purchase
either specified trust assets or classes of securities of any series, on one or
more specified dates, or upon the occurrence of one or more specified events. A
liquidity facility is an obligation of a lender to advance funds, which may be
used to purchase specified trust assets from the issuing entity on one or more
specified dates, or upon the occurrence of one or more specified events . A
remarketing agreement is an obligation of a remarketing agent to sell specified
trust assets on behalf of the issuing entity on one or more specified dates, or
upon the occurrence of one or more specified events, and may include an
obligation of the remarketing agent to cover any shortfall between the sale
proceeds and a specified level. A maturity guaranty is a contractual obligation
of an obligor to purchase either specified trust assets or classes of securities
of any series, on one or more specified maturity dates. A put option is a
contractual obligation of an obligor to purchase either specified trust assets
or classes of securities of any series on one or more specified dates, or upon
the occurrence of one or more specified events. A demand feature is a
contractual obligation of an obligor to purchase either specified trust assets
or classes of securities of any series upon demand made by a specified party, on
one or more specified dates, or upon the occurrence of one or more specified
events.


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     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 relating to trust
assets may apply to those trust assets or to the related securities. Each
purchase obligation may be a secured or unsecured obligation of the provider
thereof, 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. As specified in the accompanying prospectus supplement, each purchase
obligation relating to trust assets 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 that obligation relate.

REPORTS TO SECURITYHOLDERS

     Prior to or concurrently with each distribution on a distribution date and
except as otherwise set forth in the related prospectus supplement, the master
servicer or the trustee will furnish to each securityholder of record of the
related series a statement setting forth, to the extent applicable to that
series of securities, among other things:

     o    the applicable record dates, accrual periods, determination dates for
          calculating distributions and general distribution dates;

     o    the total cash flows received and the general sources thereof;

     o    the amount, if any, of fees or expenses accrued and paid, with an
          identification of the payee and the general purpose of such fees;

     o    the amount, accrued or paid in respect of any credit enhancement or
          other support, including the payee and the general purpose of such
          payment;

     o    the amount, if any, of the distribution allocable to principal (by
          class), separately identifying the aggregate amount of any principal
          prepayments and, if specified in the prospectus supplement, any
          prepayment penalties included in the distribution;

     o    the amount, if any, of the distribution allocable to interest (by
          class and any shortfalls or carry-forwards);

     o    the amount of, if any, of excess cash flow or excess spread and the
          application of such excess cash flow;

     o    interest rates, as applicable, to the pool assets and securities;

     o    the beginning and ending balance of the reserve fund or similar
          account, if any, together with any material activity;

     o    the amounts drawn on any credit enhancement, or other support, and the
          amount of coverage remaining under any enhancement;


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     o    the outstanding principal balance or notional amount of each class
          after giving effect to the distribution of principal on the
          distribution date;

     o    number and amount of pool assets, together with updated pool
          composition information;

     o    the aggregate amount of advances included in the distributions on the
          distribution date (including the general purpose of such advances),
          the aggregate amount of unreimbursed advances at the close of business
          on the distribution date, and the general source of funds for
          reimbursements;

     o    if applicable, material modifications, extensions or waivers to pool
          asset terms, fees, penalties or payments during the distribution
          period or that have become material over time;

     o    material breaches of pool asset representation or warranties or
          transaction covenants;

     o    information on loss, delinquency or other tests used for determining
          early amortization, liquidation, stepdowns or other performance
          triggers as more completely described in the prospectus supplement and
          whether the trigger was met;

     o    information regarding any new issuance of securities backed by the
          same asset pool, any pool asset changes, such as additions or removals
          in connection with a prefunding and pool asset substitutions and
          repurchases, and cash flows available for future purchases, such as
          the balances of any prefunding, if applicable;

     o    any material changes in the solicitation, credit-granting,
          underwriting, origination, acquisition or pool selection criteria or
          procedures, as applicable, used to originate, acquire or select new
          pool assets;

     o    the special hazard amount, fraud loss amount and bankruptcy amount, if
          applicable, as of the close of business on the applicable distribution
          date and a description of any change in the calculation of these
          amounts;

     o    with respect to any series of securities as to which the trust fund
          includes mortgage securities, additional information as required under
          the related Agreement and specified in the related prospectus
          supplement.

     o    the aggregate amount (a) otherwise allocable to the subordinated
          securityholders on that distribution date and (b) withdrawn from the
          reserve fund, if any, that is included in the amounts distributed to
          the senior securityholders;

     o    the percentage of principal payments on the loans (excluding
          prepayments), if any, which each class will be entitled to receive on
          the following distribution date;

     o    the percentage of principal prepayments on the mortgage loans, if any,
          which each class will be entitled to receive on the following
          distribution date;


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     o    the amount of the servicing compensation retained or withdrawn from
          the security account by the master servicer and the amount of
          additional servicing compensation received by the master servicer
          attributable to penalties, fees, excess Liquidation Proceeds and other
          similar charges and items;

     o    the number and aggregate principal balance of mortgage loans
          delinquent, but not in foreclosure, (i) from 30 to 59 days, (ii) from
          60 to 89 days and (iii) 90 days or more, as of the close of business
          on the last day of the calendar month preceding that distribution
          date;

     o    the number and aggregate principal balance of mortgage loans
          delinquent and in foreclosure (i) from 30 to 59 days, (ii) from 60 to
          89 days and (iii) 90 days or more, as of the close of business on the
          last day of the calendar month preceding that distribution date, and
          loss information for the period;

     o    the book value of any real estate acquired through foreclosure or
          grant of a deed in lieu of foreclosure and, if the real estate secured
          a Multifamily Loan, any additional information specified in the
          prospectus supplement;

     o    if a class is entitled only to a specified portion of interest
          payments on the loans in the related pool, the pass-through rate, if
          adjusted from the date of the last statement, of the loans expected to
          be applicable to the next distribution to that class; and

     o    the pass-through rate as of the day prior to the immediately preceding
          distribution date.

     Where applicable, any amount set forth in the above list may be expressed
as a dollar amount per single security of the relevant class having the
percentage interest specified in the prospectus supplement. The report to
securityholders for any series of securities may include additional or other
information of a similar nature to that specified in the above list.

     In addition, within a reasonable period of time after the end of each
calendar year, the master servicer or the trustee will mail, to each
securityholder of record at any time during such calendar year, a report setting
forth:

     o    other customary information as may be deemed necessary or desirable
          for securityholders to have in order to prepare their tax returns.

     Reports, whether monthly or annual, will be posted on a website as
described below under "Available Information" and "Reports to Securityholders."

                      CREDIT ENHANCEMENT AND OTHER SUPPORT

GENERAL

     Credit enhancement may be provided with respect to one or more classes of a
series of securities or with respect to the assets in the related trust fund. In
addition, derivative instruments whose primary purpose is not to provide credit
enhancement may be utilized to


                                       81



reduce or alter risks associated with changes in interest rates or currency
fluctuations, or to ensure that securityholders receive payment of the full face
amount of their securities if those securities are subject to mandatory action.
Credit enhancement may take the form of one or more of the following:

     o    a limited financial guaranty policy issued by an entity named in the
          related prospectus supplement,

     o    the subordination of one or more classes of the securities of that
          series and any provision for excess interest or overcollateralization,

     o    the establishment of one or more reserve accounts,

     o    an interest rate swap (or cap, floor or collar) or a yield supplement
          agreement,

     o    a currency swap,

     o    a market value swap,

     o    the use of a cross-support feature, or

     o    a pool insurance policy, bankruptcy bond, special hazard insurance
          policy, surety bond, letter of credit, guaranteed investment contract.

     Unless otherwise specified in the related prospectus supplement, any credit
enhancement will not provide protection against all risks of loss and will not
guarantee repayment of the entire principal balance of the securities and
interest. If losses occur which exceed the amount covered by the credit
enhancement or which are not covered by the credit enhancement, securityholders
will bear their allocable share of deficiencies.

SUBORDINATION

     If specified in the related prospectus supplement, protection afforded to
holders of one or more classes of the senior securities of a series by means of
the subordination feature will be accomplished by the holders of one or more
other classes of that series having a preferential right to distributions in
respect of scheduled principal, principal prepayments, interest or any
combination thereof that otherwise would have been payable to the holders of one
or more other subordinated classes of securities of that series under the
circumstances and to the extent specified in the prospectus supplement. If
specified in the related prospectus supplement, protection may also be afforded
to the holders of the senior securities of a series by:

     o    reducing the ownership interest of the holders of the related
          subordinated securities,

     o    a combination of the subordination feature and reducing the ownership
          interest of the subordinated securityholders, or

     o    as otherwise described in the related prospectus supplement.


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     If specified in the related prospectus supplement, delays in receipt of
scheduled payments on the loans and losses on defaulted loans will be borne
first by the various classes of subordinated securities and thereafter by the
various classes of senior securities, in each case under the circumstances and
subject to the limitations specified in that prospectus supplement.

     The related prospectus supplement may also limit the following:

     o    the aggregate distributions in respect of delinquent payments on the
          loans over the lives of the securities or at any time,

     o    the aggregate losses in respect of defaulted loans which must be borne
          by the subordinated securities by virtue of their subordination, and

     o    the amount of the distributions otherwise distributable to the
          subordinated securityholders that will be distributable to senior
          securityholders on any distribution date.

     If aggregate distributions in respect of delinquent payments on the loans
or aggregate losses in respect of the loans were to exceed the amount specified
in the related prospectus supplement, holders of the senior securities would
experience losses on their securities.

     In addition to or in lieu of the foregoing, if specified in the related
prospectus supplement, all or any portion of distributions otherwise payable to
holders of the subordinated securities on any distribution date may instead be
deposited into one or more reserve accounts established with the trustee. The
related prospectus supplement may specify that deposits in any reserve account
may be made

     o    on each distribution date,

     o    for specified periods, or

     o    until the balance in the reserve account has reached a specified
          amount and, following payments from the reserve account to holders of
          the senior securities or otherwise, thereafter to the extent necessary
          to restore the balance in the reserve account to the specified level.

     If specified in the related prospectus supplement, amounts on deposit in
the reserve account may be released to the holders of the class or classes of
securities specified in the prospectus supplement at the times and under the
circumstances specified in the prospectus supplement.

     If specified in the related prospectus supplement, various classes of
senior securities and subordinated securities may themselves be subordinate in
their right to receive certain distributions to other classes of senior and
subordinated securities, respectively, through a cross-support mechanism or
otherwise.

     As among classes of senior securities and as among classes of subordinated
securities, distributions may be allocated among these classes as follows:


                                       83



     o    in the order of their scheduled final distribution dates,

     o    in accordance with a schedule or formula,

     o    in relation to the occurrence of events or otherwise,

     in each case as specified in the related prospectus supplement. As among
classes of subordinated securities, the related prospectus supplement will
specify the allocation of payments to holders of the related senior securities
on account of delinquencies or losses and the allocation payments to any reserve
account.

POOL INSURANCE POLICIES

     The related prospectus supplement may specify that a separate pool
insurance policy will be obtained for the pool. This policy will be issued by
the pool insurer named in the prospectus supplement. Subject to the limits
described in this section, each pool insurance policy will cover loss by reason
of default in payment on loans in the related pool in an amount equal to a
percentage, which is specified in the related prospectus supplement, of the
aggregate principal balances of the loans on the cut-off date which are not
covered as to their entire outstanding principal balances by primary mortgage
insurance policies. As more fully described in the following paragraph, the
master servicer will present claims to the pool insurer on behalf of itself, the
trustee and the securityholders. However, the pool insurance policies are not
blanket policies against loss, since claims under the policies may only be made
respecting particular defaulted loans and only upon satisfaction of the
conditions precedent described in the following paragraph. Unless otherwise
specified in the related prospectus supplement, no pool insurance policy will
cover losses due to a failure to pay or denial of a claim under a primary
mortgage insurance policy.

     Unless otherwise specified in the related prospectus supplement, the pool
insurance policy will provide that no claims may be validly presented unless the
following conditions are satisfied:

     o    any required primary mortgage insurance policy is in effect for the
          defaulted loan and a claim under that policy has been submitted and
          settled;

     o    hazard insurance on the related mortgaged property has been kept in
          force and real estate taxes and other protection and preservation
          expenses have been paid;

     o    if there has been physical loss or damage to the mortgaged property,
          the property has been restored to its physical condition, reasonable
          wear and tear excepted, at the time of issuance of the policy; and

     o    the insured has acquired good and merchantable title to the mortgaged
          property free and clear of liens except certain permitted
          encumbrances.

     Upon satisfaction of these conditions, the pool insurer will have the
option either


                                       84



     o    to purchase the property securing the defaulted loan at a price equal
          to the loan's principal balance plus accrued and unpaid interest at
          the loan rate to the date of purchase plus certain expenses incurred
          by the master servicer on behalf of the trustee and securityholders,
          or

     o    to pay the amount by which the sum of the principal balance of the
          defaulted loan plus accrued and unpaid interest at the loan rate to
          the date of payment of the claim and the aforementioned expenses
          exceeds the proceeds received from an approved sale of the mortgaged
          property,

     in either case net of amounts paid or assumed to have been paid under the
related primary mortgage insurance policy.

     If any property securing a defaulted loan is damaged and proceeds, if any,
from the related hazard insurance policy or any applicable special hazard
insurance policy are insufficient to restore the damaged property to a condition
sufficient to permit recovery under the pool insurance policy, the master
servicer will not be required to expend its own funds to restore the damaged
property unless it determines that

     o    the restoration will increase the proceeds to securityholders on
          liquidation of the related loan after reimbursement to the master
          servicer of its expenses, and

     o    the master servicer will be able to recover its expenses from proceeds
          of the sale of the property or proceeds of the related pool insurance
          policy or any related primary mortgage insurance policy.

     Unless otherwise specified in the related prospectus supplement, no pool
insurance policy will insure against losses sustained by reason of a default
arising, among other things, from

     o    fraud or negligence in the origination or servicing of a loan,
          including misrepresentation by the borrower, the originator or persons
          involved in the origination of the loan, or

     o    failure to construct a mortgaged property in accordance with plans and
          specifications.

     Many primary mortgage insurance policies also do not insure against these
types of losses. Nevertheless, a failure of coverage attributable to one of the
foregoing events might result in a breach of the related seller's
representations and, in that event, might give rise to an obligation on the part
of the seller to purchase the defaulted loan if the breach cannot be cured. No
pool insurance policy will cover a claim in respect of a defaulted loan that
occurs when the loan's servicer, at the time of default or thereafter, was not
approved by the insurer. Many primary mortgage insurance policies also do not
cover claims in this case.

     Unless otherwise specified in the related prospectus supplement, the
original amount of coverage under the pool insurance policy will be reduced over
the life of the related securities by the aggregate dollar amount of claims
paid, less the aggregate of the net amounts realized by the pool insurer upon
disposition of all foreclosed properties. The amount of claims paid will include


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certain expenses incurred by the master servicer as well as accrued interest on
delinquent loans to the date of payment of the claim, unless otherwise specified
in the related prospectus supplement. Accordingly, if aggregate net claims paid
under any pool insurance policy reach the original policy limit, coverage under
that pool insurance policy will be exhausted and any further losses will be
borne by the securityholders.

     The terms of any pool insurance policy relating to a pool of Manufactured
Housing Contracts or Home Improvement Contracts will be described in the related
prospectus supplement.

PRIMARY MORTGAGE INSURANCE POLICIES

     The related prospectus supplement may specify a mortgage loan (the "PMI
Mortgage Loan") is backed by a primary mortgage insurance policy (the "PMI
Policy"). This PMI policy will be issued by the primary mortgage insurance
policy insurer named in the prospectus supplement (the "PMI Insurer"). The PMI
Policy covers loss by reason of default in payment on the insured's mortgage
loan. A PMI Policy generally requires that delinquencies on any PMI Mortgage
Loan must be reported to the PMI Insurer within four months of default, and
appropriate proceedings to obtain title to the property securing the PMI
Mortgage Loan must be commenced within six months of default. The PMI Policy
usually contains provisions substantially as follows: (i) for the insured to
present a claim, the insured must have acquired, and tendered to the PMI
Insurer, good and merchantable title to the property securing the PMI Mortgage
Loan, free and clear of all liens and encumbrances, including, but not limited
to, any right of redemption by the mortgagor unless such acquisition of good and
merchantable title is excused under the terms of the PMI Policy; (ii) a claim
generally includes unpaid principal, accrued interest to the date of such tender
to the PMI Insurer by the insured, and certain expenses; (iii) when a claim is
presented, the PMI Insurer will have the option of either (A) paying the claim
in full, taking title to the property securing the PMI Mortgage Loan, and
arranging for its sale or (B) paying the insured percentage of the claim, with
the insured retaining title to the property securing the PMI Mortgage Loan; (iv)
claims generally must be filed within 60 days after the insured has acquired
good and merchantable title to the property securing the PMI Mortgage Loan and
(v) a claim generally must be paid within 60 days after the claim is filed by
the insured.

     No payment for a loss will be made under the PMI Policy unless the property
securing the PMI Mortgage Loan is in the same physical condition as when the PMI
Mortgage Loan was originally insured, except for reasonable wear and tear and
unless premiums on the standard homeowner's insurance policy, real estate taxes
and foreclosure protection and preservation expenses have been advanced by or on
behalf of the insured.

     Unless approved in writing by the PMI Insurer, the insured under the PMI
Policy may not make any change in the terms of a PMI Mortgage Loan, including
the borrowed amount, interest rate, term or amortization schedule of the PMI
Mortgage Loan, except as specifically permitted by terms of the PMI Mortgage
Loan; nor make any change in the property or other collateral securing the PMI
Mortgage Loan; nor release any mortgagor under the PMI Mortgage Loan from
liability. If a PMI Mortgage Loan is assumed with the insured's approval, the
PMI Insurer's


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liability for coverage of the PMI Mortgage Loan under the PMI Policy generally
will terminate as of the date of such assumption, unless the PMI Insurer
approves the assumption in writing.

     Unless otherwise specified in the related prospectus supplement, the PMI
Policy specifically excludes coverage of (i) any claim resulting from a default
existing at the inception of coverage or occurring after lapse or cancellation
of coverage; (ii) certain claims where there is an environmental condition which
existed on the property securing the PMI Mortgage Loan, whether or not known by
the person or persons submitting an application for coverage of the PMI Mortgage
Loan, as of the effective date of coverage; (iii) any claim involving a PMI
Mortgage Loan which is for the purchase of the Mortgaged Property, and for which
the mortgagor did not make a down payment as described in the application for
coverage; (iv) any claim, if the mortgage, deed of trust or other similar
instrument did not provide the insured at origination with a first lien on the
property securing the PMI Mortgage Loan; (v) certain claims involving or arising
out of any breach by the insured of its obligations under, or its failure to
comply with the terms of, the PMI Policy or of its obligations as imposed by
operation of law; and (vi) any claim arising from the failure of the borrower
under a PMI Mortgage Loan to make any balloon payment, if applicable, under the
PMI Mortgage Loan.

     The PMI Policy generally will not insure against a loss sustained by reason
of a default arising from or involving certain matters, including (i) fraud or
negligence in origination or servicing of the PMI Mortgage Loans, including, but
not limited to, misrepresentation by the borrower, lender or other persons
involved in the origination of the PMI Mortgage Loan or the application for
insurance; (ii) failure to construct a property securing a PMI Mortgage Loan in
accordance with specified plans or (iii) physical damage to a property securing
a PMI Mortgage Loan.

FHA INSURANCE; VA GUARANTEES

     Single Family Loans designated in the related prospectus supplement as
insured by the FHA will be insured by the FHA as authorized under the United
States Housing Act of 1937, as amended. These mortgage loans will be insured
under various FHA programs including the standard FHA 203(b) program to finance
the acquisition of one- to four-family housing units and the FHA 245 graduated
payment mortgage program. These programs generally limit the principal amount
and interest rates of the mortgage loans insured. Single Family Loans insured by
the FHA generally require a minimum down payment of approximately 5% of the
original principal amount of the loan. No FHA-insured Single Family Loan
relating to a series may have an interest rate or original principal amount
exceeding the applicable FHA limits at the time the loan was originated.

     The insurance premiums for Single Family Loans insured by the FHA are
collected by lenders approved by the Department of Housing and Urban Development
(HUD), or by the master servicer or any sub-servicer, and are paid to the FHA.
The regulations governing FHA single-family mortgage insurance programs provide
that insurance benefits are payable either upon foreclosure (or other
acquisition of possession) and conveyance of the mortgaged property to HUD or
upon assignment of the defaulted mortgage loan to HUD. With respect to a
defaulted FHA-insured Single Family Loan, the master servicer or any
sub-servicer is limited in its ability to initiate foreclosure proceedings. When
it is determined by the master servicer or sub-servicer


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or HUD that the default was caused by circumstances beyond the mortgagor's
control, the master servicer or such sub-servicer is expected to make an effort
to avoid foreclosure by entering, if feasible, into one of a number of available
forms of forbearance plans with the mortgagor. These plans may involve the
reduction or suspension of regular mortgage payments for a specified period,
with such payments to be made up on or before the maturity date of the mortgage,
or the recasting of payments due under the mortgage up to or beyond the maturity
date. In addition, when this type of default is accompanied by certain other
criteria, HUD may provide relief by making payments to the master servicer or
sub-servicer in partial or full satisfaction of amounts due under the mortgage
loan or by accepting assignment of the loan from the master servicer or
sub-servicer. Any payments made by HUD are to be repaid by the mortgagor to HUD.
With certain exceptions, at least three full monthly installments must be due
and unpaid under the mortgage loan, and HUD must have rejected any request for
relief from the mortgagor, before the master servicer or sub-servicer may
initiate foreclosure proceedings.

     In most cases, HUD has the option to pay insurance claims in cash or in
debentures issued by HUD. Currently, claims are being paid in cash. Claims have
not been paid in debentures since 1965. HUD debentures issued in satisfaction of
FHA insurance claims bear interest at the applicable HUD debentures' interest
rate. The master servicer or sub-servicer of each FHA-insured Single Family Loan
will be obligated to purchase any HUD debenture issued in satisfaction of a
mortgage loan upon default for an amount equal to the debenture's principal
amount.

     The amount of insurance benefits paid by the FHA generally is equal to the
entire unpaid principal amount of the defaulted mortgage loan adjusted to
reimburse the master servicer or sub-servicer for certain costs and expenses and
to deduct certain amounts received or retained by the master servicer or
sub-servicer after default. When entitlement to insurance benefits results from
foreclosure (or other acquisition of possession) and conveyance of the mortgaged
property to HUD, the master servicer or sub-servicer is compensated for no more
than two-thirds of its foreclosure costs, and is compensated for interest
accrued and unpaid prior to the conveyance date generally only to the extent
allowed pursuant to the related forbearance plan approved by HUD. When
entitlement to insurance benefits results from assignment of the mortgage loan
to HUD, the insurance payment includes full compensation for interest accrued
and unpaid to the assignment date. The insurance payment itself, upon
foreclosure of an FHA-insured Single Family Loan, bears interest from the date
which is 30 days after the mortgagor's first uncorrected failure to perform any
obligation to make any payment due under the mortgage loan and, upon assignment,
from the date of assignment to the date of payment of the claim, in each case at
the same interest rate as the applicable HUD debenture interest rate.

     Single Family Loans designated in the related prospectus supplement as
guaranteed by the VA will be partially guaranteed by the VA under the
Serviceman's Readjustment Act of 1944, as amended, which permits a veteran, the
spouse of a veteran in certain cases, to obtain a mortgage loan guaranteed by
the VA covering financing of the purchase of a one- to four-family dwelling unit
at interest rates permitted by the VA. The program has no mortgage loan limits,
requires no down payment from the purchaser and permits the guarantee of
mortgage loans of up to 30 years' duration. However, no Single Family Loan
guaranteed by the VA will have an original principal amount greater than five
times the partial VA guarantee for that mortgage loan.


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     The maximum guarantee that may be issued by the VA under a VA-guaranteed
mortgage loan depends upon the original principal amount of the mortgage loan,
as further described in 38 U.S.C. Section 1803(a), as amended. As of November 1,
1998 the maximum guarantee that may be issued by the VA under a VA-guaranteed
mortgage loan of more than $144,000 is the lesser of 25% of the original
principal amount of the mortgage loan and $50,570. The liability on the
guarantee is reduced or increased, pro rata, with any reduction or increase in
the amount of indebtedness, but in no event will the amount payable under the
guaranty exceed the amount of the original guaranty. The VA may, at its option
and without regard to the guaranty, make full payment to a mortgage holder of
unsatisfied indebtedness on a mortgage loan upon the loan's assignment to the
VA.

     With respect to a defaulted VA-guaranteed Single Family Loan, the master
servicer or sub-servicer is, absent exceptional circumstances, authorized to
announce its intention to foreclose only when the default has continued for
three months. Generally, a claim under the guaranty is submitted after
liquidation of the mortgaged property.

     The amount payable under the guaranty will be the percentage of the
VA-guaranteed Single Family Loan originally guaranteed applied to indebtedness
outstanding as of the applicable date of computation specified in VA
regulations. Payments under the guaranty will be equal to the unpaid principal
amount of the loan, interest accrued on the unpaid balance of the loan to the
appropriate date of computation and limited expenses of the mortgagee, but in
each case only to the extent that these amounts have not been recovered through
liquidation of the mortgaged property. The amount payable under the guaranty may
in no event exceed the amount of the original guaranty.

SPECIAL HAZARD INSURANCE POLICIES

     If specified in the related prospectus supplement, a separate special
hazard insurance policy will be obtained for the pool and will be issued by the
special hazard insurer named in the prospectus supplement. Subject to the
limitations described in the immediately following sentence, each special hazard
insurance policy will protect holders of the related securities from

     o    loss by reason of damage to mortgaged properties caused by certain
          hazards - including earthquakes and, to a limited extent, tidal waves
          and related water damage or as otherwise specified in the prospectus
          supplement - not insured against under the standard form of hazard
          insurance policy for the respective states in which the mortgaged
          properties are located or under a flood insurance policy if the
          mortgaged property is located in a federally designated flood area,
          and

     o    loss caused by reason of the application of the coinsurance clause
          contained in hazard insurance policies.

     See "Operative Agreements--Hazard Insurance" in this prospectus. No special
hazard insurance policy will cover losses occasioned by fraud or conversion by
the trustee or master servicer, war, insurrection, civil war, certain
governmental action, errors in design, faulty workmanship or materials (except
under certain circumstances), nuclear or chemical reaction, flood (if the
mortgaged property is located in a federally designated flood area), nuclear or


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chemical contamination and certain other risks. The amount of coverage under any
special hazard insurance policy will be specified in the related prospectus
supplement. Each special hazard insurance policy will provide that no claim may
be paid unless hazard insurance and, if applicable, flood insurance on the
related mortgaged property have been kept in force and other protection and
preservation expenses have been paid.

     Subject to the limitations set forth in the immediately preceding
paragraph, and unless otherwise specified in the related prospectus supplement,
each special hazard insurance policy will provide coverage where there has been
damage to property securing a foreclosed mortgage loan, and title to the
mortgaged property has been acquired by the insured, to the extent that the
damage is not covered by the hazard insurance policy or flood insurance policy,
if any, maintained by the borrower or the master servicer. In this circumstance,
the special hazard insurer will pay the lesser of

     o    the cost to repair or replace the mortgaged property, and

     o    upon transfer of the property to the special hazard insurer, the
          unpaid principal balance of the loan at the time the property is
          acquired by foreclosure or deed in lieu of foreclosure, plus accrued
          interest to the date of claim settlement, together with certain
          expenses incurred by the master servicer with respect to the property.

     If the unpaid principal balance of a loan plus accrued interest and certain
servicing expenses are 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 to repair the damaged property will also reduce coverage by such
amount. So long as a pool insurance policy remains in effect, the payment by the
special hazard insurer to cover the unpaid principal balance of a loan plus
accrued interest and certain servicing expenses or to cover the cost to repair a
mortgaged property will not affect the total insurance proceeds paid to
securityholders, but will affect the relative amounts of coverage remaining
under the special hazard insurance policy and the pool insurance policy.

     Since each special hazard insurance policy will be designed to permit full
recovery under the mortgage pool insurance policy in circumstances in which
recoveries would otherwise be unavailable because mortgaged properties have been
damaged by a cause not insured against by a standard hazard policy and thus
would not be restored, each operative agreement will provide that, unless
otherwise specified in the related prospectus supplement, the master servicer
will be under no obligation to maintain the special hazard insurance policy once
the related pool insurance policy has been terminated or been exhausted due to
payment of claims.

     To the extent specified in the related prospectus supplement, the master
servicer may deposit in a special trust account, cash, an irrevocable letter of
credit or any other instrument acceptable to each rating agency named in the
prospectus supplement, in order to provide protection in lieu of or in addition
to that provided by a special hazard insurance policy. The amount of any special
hazard insurance policy or of the deposit to the special trust account relating
to securities may be reduced so long as the reduction will not result in a
downgrading of the rating of the securities by any rating agency named in the
prospectus supplement.


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     The terms of any special hazard insurance policy relating to a pool of
Manufactured Housing Contracts or Home Improvement Contracts will be described
in the related prospectus supplement.

BANKRUPTCY BONDS

     If specified in the related prospectus supplement, a bankruptcy bond for
proceedings under the federal Bankruptcy Code will be issued by an insurer named
in the prospectus supplement. Each bankruptcy bond will cover certain losses
resulting from a reduction by a bankruptcy court of scheduled payments of
principal and interest on a loan or a reduction by the court of the principal
amount of a loan. The bankruptcy bond will also cover unpaid interest on the
amount of such a principal reduction from the date of the filing of a bankruptcy
petition. The required amount of coverage under any bankruptcy bond will be set
forth in the related prospectus supplement. Coverage under a bankruptcy bond may
be cancelled or reduced by the master servicer if the cancellation or reduction
would not adversely affect the then current rating of the securities by any
rating agency named in the prospectus supplement. See "Material Legal Aspects of
the Mortgage Loans--Anti-Deficiency Legislation and Other Limitations on
Lenders" in this prospectus.

     To the extent specified in the related prospectus supplement, the master
servicer may deposit in a special trust account, cash, an irrevocable letter of
credit or any other instrument acceptable to each rating agency named in the
prospectus supplement, to provide protection in lieu of or in addition to that
provided by a bankruptcy bond. The amount of any bankruptcy bond or of the
deposit to the special trust account relating to the securities may be reduced
so long as the reduction would not result in a downgrading of the rating of the
securities by any rating agency named in the prospectus supplement.

     The terms of any bankruptcy bond relating to a pool of Manufactured Housing
Contracts or Home Improvement Contracts will be described in the related
prospectus supplement.

FHA INSURANCE ON MULTIFAMILY LOANS

     There are two primary FHA insurance programs that are available for
Multifamily Loans. Sections 221(d)(3) and (d)(4) of the National Housing Act
allow HUD to insure mortgage loans that are secured by newly constructed and
substantially rehabilitated multifamily rental projects. Section 244 of the
Housing Act provides for co-insurance of mortgage loans made under Sections
221(d)(3) and (d)(4) by HUD/FHA and a HUD-approved co-insurer. Generally the
term of a mortgage loan may be up to 40 years and the ratio of loan amount to
property replacement cost can be up to 90%.

     Section 223(f) of the National Housing Act allows HUD to insure mortgage
loans made for the purchase or refinancing of existing apartment projects which
are at least three years old. Section 244 also provides for co-insurance of
mortgage loans made under Section 223(f). Under Section 223(f), the loan
proceeds cannot be used for substantial rehabilitation work but repairs may be
made for, generally up to the greater of 15% of the value of the project or a
dollar amount per apartment unit established from time to time by HUD. In
general the loan term may


                                       91



not exceed 35 years and a loan-to-value ratio of no more than 85% is required
for the purchase of a project and a loan-to-value ratio of no more than 70% for
the refinancing of a project.

     FHA insurance is generally payable in cash or, at the option of the
mortgagee, in debentures. The insurance does not cover 100% of the mortgage loan
but is subject to certain deductions and certain losses of interest from the
date of the default.

RESERVE ACCOUNTS

     If specified in the related prospectus supplement, credit support with
respect to a series of securities may be provided by the establishment and
maintenance of one or more reserve accounts for that series, in trust, with the
related trustee. The prospectus supplement will specify whether or not a reserve
accounts will be included in the related trust fund.

     The reserve account for a series of securities will be funded in one of the
following ways:

     o    by a deposit of cash, U.S. Treasury securities, instruments evidencing
          ownership of principal or interest payments on U.S. Treasury
          securities, letters of credit, demand notes, securities of deposit or
          a combination of these, in the aggregate amount specified in the
          related prospectus supplement;

     o    by deposit from time to time of amounts specified in the related
          prospectus supplement to which the subordinated securityholders, if
          any, would otherwise be entitled; or

     o    in such other manner as the prospectus supplement may specify.

     Any amounts on deposit in the reserve account and the proceeds of any other
instrument upon maturity will be held in cash or will be invested in permitted
investments. Unless otherwise specified in the related prospectus supplement,
"permitted investments" will include obligations of the United States and
certain of its agencies, certificates of deposit, certain commercial paper, time
deposits and bankers acceptances sold by eligible commercial banks and certain
repurchase agreements of United States government securities with eligible
commercial banks. If a letter of credit is deposited with the trustee, the
letter of credit will be irrevocable. Unless otherwise specified in the related
prospectus supplement, any instrument deposited in a reserve account will name
the trustee, in its capacity as trustee for the securityholders, as beneficiary
and will be issued by an entity acceptable to each rating agency named in the
prospectus supplement. Additional information with respect to instruments
deposited in the reserve account will be set forth in the related prospectus
supplement.

     Any amounts deposited, and payments on instruments deposited, in a reserve
account will be available for withdrawal from the reserve account for
distribution to securityholders, for the purposes, in the manner and at the
times specified in the related prospectus supplement.

CROSS SUPPORT

     If specified in the related prospectus supplement, the beneficial ownership
of separate groups of assets included in a trust fund may be evidenced by
separate classes of securities. In


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this case, credit support may be provided by a cross support feature which
requires that distributions be made with respect to securities evidencing a
beneficial ownership interest in, or secured by, other asset groups within the
same trust fund. The related prospectus supplement for a series which includes a
cross support feature will describe the manner and conditions for applying the
cross support feature.

     If specified in the related prospectus supplement, the coverage provided by
one or more forms of external credit support (for example, financial guaranty
insurance or other insurance policies) may apply concurrently to one or more
related loan groups. If applicable, the related prospectus supplement will
identify the loan groups to which the external credit support relates and the
manner of determining the amount of the coverage provided and the application of
the coverage to the identified loan groups.

OTHER INSURANCE, SURETY BONDS, GUARANTIES, LETTERS OF CREDIT AND SIMILAR
INSTRUMENTS OR AGREEMENTS

     If specified in the related prospectus supplement, a trust fund may also
include insurance, guaranties, surety bonds, letters of credit or similar
arrangements for the following purposes:

     o    to maintain timely payments or provide additional protection against
          losses on the assets included in the trust fund,

     o    to pay administrative expenses, or

     o    to establish a minimum reinvestment rate on the payments made in
          respect of the assets included in the trust fund or principal payment
          rate on the assets.

     These arrangements may include agreements under which securityholders are
entitled to receive amounts deposited in various accounts held by the trustee
upon the terms specified in the prospectus supplement.

DERIVATIVES

     The trust fund may include one or more derivative instruments, as described
in this section. All derivative instruments included in any trust fund will be
used only in a manner that reduces or alters risk resulting from the mortgage
loans or other assets in the pool, and only in a manner such that the return on
the offered securities will be based primarily on the performance of the
mortgage loans or other assets in the pool. Derivative instruments may include
1) interest rate swaps (or caps, floors and collars) and yield supplement
agreements as described below, 2) currency swaps and 3) market value swaps that
are referenced to the value of one or more of the mortgage loans or other assets
included in the trust fund or to a class of offered securities and that are used
solely in conjunction with auctions.

     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 a typical swap, one party agrees to pay a fixed rate on a
notional principal amount, while the counterparty pays a floating


                                       93



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 upon one reference interest rate, such as LIBOR,
for a floating rate obligation based upon another referenced interest rate, such
as U.S. Treasury Bill rates. An interest rate cap, collar or floor is an
agreement where the counterparty agrees to make payments representing interest
on a notional principal amount when a specified reference interest rate is above
a strike rate, outside of a range of strike rates, or below a strike rate as
specified in the agreement, generally in exchange for a fixed amount paid to the
counterparty at the time the agreement is entered into. A yield supplement
agreement is a type of cap agreement, and is substantially similar to a cap
agreement as described above.

     The trustee on behalf of a trust fund may enter into interest rate swaps,
caps, floors and collars, or yield supplement agreements, to minimize the risk
to securityholders from adverse changes in interest rates or to provide
supplemental credit support. Cap Agreements and yield supplement agreements may
be entered into to supplement the interest rate or other rates available to make
interest payments on one or more classes of the securities of any series.

     A market value swap might be used in a structure where the pooled assets
are hybrid ARMs, or mortgage loans that provide for a fixed rate period and then
convert by their terms to adjustable rate loans. Such a structure might provide
that at a specified date near the end of the fixed rate period, the investors
must tender their securities to the trustee who will then transfer the
securities to other investors in a mandatory auction procedure. The market value
swap would ensure that the original investors would receive at least par at the
time of tender, by covering any shortfall between par and the then current
market value of their securities.

     Any derivative contracts will be documented based upon the standard forms
provided by the International Swaps and Derivatives Association, or ISDA. These
forms generally consist of an ISDA master agreement, a schedule to the master
agreement, and a confirmation, although in some cases the schedule and
confirmation will be combined in a single document and the standard ISDA master
agreement will be incorporated therein by reference. Standard ISDA definitions
also will be incorporated by reference. Each confirmation will provide for
payments to be made by the derivative counterparty to the trust, and in some
cases by the trust to the derivative counterparty, generally based upon
specified notional amounts and upon differences between specified interest rates
or values. For example, the confirmation for an interest rate cap agreement will
contain a schedule of fixed interest rates, generally referred to as strike
rates, and a schedule of notional amounts, for each distribution date during the
term of the interest rate cap agreement. The confirmation also will specify a
reference rate, generally a floating or adjustable interest rate, and will
provide that payments will be made by the derivative counterparty to the trust
on each distribution date, based on the notional amount for that distribution
date and the excess, if any, of the specified reference rate over the strike
rate for that distribution date.

     In the event of the withdrawal of the credit rating of a derivative
counterparty or the downgrade of such credit rating below levels specified in
the derivative contract (where the derivative contract is relevant to the
ratings of the offered securities, such levels generally are set by the rating
agencies rating the offered securities), the derivative counterparty may be
required to post collateral for the performance of its obligations under the
derivative contract, or to take


                                       94



certain other measures intended to assure performance of those obligations.
Posting of collateral will be documented using the ISDA Credit Support Annex.

     There can be no assurance that the trustee will be able to enter into
derivatives at any specific time or at prices or on other terms that are
advantageous. In addition, although the terms of the derivatives may provide for
termination under various circumstances, there can be no assurance that the
trustee will be able to terminate a derivative when it would be economically
advantageous to the trust fund to do so. The terms of any derivative product
agreement and any counterparties will be described in the accompanying
prospectus supplement.

                       YIELD AND PREPAYMENT CONSIDERATIONS

     The yields to maturity and weighted average lives of the certificates will
be affected primarily by the amount and timing of principal payments received on
or in respect of the assets included in the related trust fund. The original
terms to maturity of the loans in a given pool will vary depending upon the
types of loans included. Each prospectus supplement will contain information
with respect to the types and maturities of the loans in the related pool.
Unless otherwise specified in the related prospectus supplement, loans may be
prepaid, without penalty, in full or in part at any time. Multifamily Loans may
prohibit prepayment for a specified period after origination, may prohibit
partial prepayments entirely, and may require the payment of a prepayment
penalty upon prepayment in full or in part. The prepayment experience of the
loans in a pool will affect the life of the related series of securities.

     The rate of prepayments on the loans cannot be predicted. A number of
factors, including homeowner mobility, economic conditions, the presence and
enforceability of due-on-sale clauses, mortgage market interest rates and the
availability of mortgage funds may affect the prepayment experience of loans.
Some of these factors, as well as other factors including limitations on
prepayment and the relative tax benefits associated with the ownership of
income-producing real property, may affect the prepayment experience of
Multifamily Loans.

     Home Equity Loans and Home Improvement Contracts have been originated in
significant volume only during the past few years and neither depositor is aware
of any publicly available studies or statistics on the rate of prepayment of
these types of loans. Generally, Home Equity Loans and Home Improvement
Contracts are not viewed by borrowers as permanent financing. Accordingly, these
loans may experience a higher rate of prepayment than traditional first mortgage
loans. On the other hand, because Home Equity Loans that are revolving credit
line loans generally are not fully amortizing, the absence of voluntary borrower
prepayments could cause rates of principal payments to be lower than, or similar
to, those of traditional fully-amortizing first mortgages. The prepayment
experience of the related trust fund may also be affected by the frequency and
amount of any future draws on any revolving credit line loans. Other factors
that might be expected to affect the prepayment rate of a pool of Home Equity
Loans or Home Improvement Contracts include the amounts of, and interest rates
on, the underlying senior mortgage loans, and the use of first mortgage loans as
long-term financing for home purchase and junior mortgage loans as shorter-term
financing for a variety of purposes, including home improvement, education
expenses and purchases of consumer durables such as automobiles. Accordingly,
these types of loans may experience a higher rate of prepayment than traditional
fixed-rate mortgage loans. In addition, any future limitations on the right of
borrowers


                                       95



to deduct interest payments on Home Equity Loans for federal income tax purposes
may further increase the rate of prepayments of these loans.

     Collections on Home Equity Loans that are revolving credit line loans may
vary because, among other things, borrowers may

     o    make payments during any month as low as the minimum monthly payment
          for that month or, during the interest-only period for revolving
          credit line loans and, in more limited circumstances, closed-end
          loans, as to which an interest-only payment option has been selected,
          the interest and the fees and charges for that month; or

     o    make payments as high as the entire outstanding principal balance plus
          accrued interest and related fees and charges.

     It is possible that borrowers may fail to make the required periodic
payments. In addition, collection on these loans may vary due to seasonal
purchasing and the payment habits of borrowers.

     Unless otherwise provided in the related prospectus supplement, all
conventional loans other than Multifamily Loans will contain due-on-sale
provisions permitting the mortgagee or holder of the contract to accelerate the
maturity of the related loan upon the sale or certain other transfers of the
related mortgaged property by the borrower. As described in the related
prospectus supplement, conventional Multifamily Loans may contain due-on-sale
provisions, due-on-encumbrance provisions or both. Loans insured by the FHA, and
loans partially guaranteed by the VA, are assumable with the consent of the FHA
and the VA, respectively. Thus, the rate of prepayments of these loans may be
lower than that of conventional mortgage loans bearing comparable interest
rates. Unless otherwise provided in the related prospectus supplement, the
master servicer generally will enforce any due-on-sale or due-on-encumbrance
clause, to the extent it has knowledge of the conveyance or further encumbrance
or the proposed conveyance or proposed further encumbrance of the mortgaged
property and reasonably believes that it is entitled to do so under applicable
law. However, the master servicer will not take any enforcement action that
would impair or threaten to impair any recovery under any related insurance
policy. See "Operative Agreements--Collection Procedures" and "Material Legal
Aspects of the Mortgage Loans" in this prospectus for a description of certain
provisions of each operative agreement and certain legal matters that may affect
the prepayment experience of the loans.

     The rate of prepayments of conventional mortgage loans has fluctuated
significantly in recent years. In general, prepayment rates may be influenced by
a variety of economic, geographic, social and other factors, including changes
in housing needs, job transfers, unemployment and servicing decisions. In
general, however, if prevailing rates fall significantly below the loan rate
borne by a loan, that loan is likely to be subject to a higher prepayment rate
than would be the case if prevailing interest rates remain at or above its rate.
Conversely, if prevailing interest rates rise appreciably above the loan rate
borne by a loan, that loan is likely to experience a lower prepayment rate than
would be the case if prevailing rates remain at or below its loan rate. However,
there can be no assurance that these generalities will hold true in particular
cases. The rate of prepayment of Multifamily Loans may also be affected by other


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factors including loan terms including the existence of lockout periods,
due-on-sale and due-on-encumbrance clauses and prepayment changes, relative
economic conditions in the area where the mortgaged properties are located, the
quality of management of the mortgaged properties and possible changes in tax
laws.

     When a loan is prepaid in full, the borrower is charged interest on the
principal amount of the loan only for the number of days in the month actually
elapsed up to the date of the prepayment rather than for a full month. Unless
otherwise specified in the related prospectus supplement, the effect of a
prepayment in full will be to reduce the amount of interest passed through in
the following month to securityholders, because interest on the principal
balance of the prepaid loan will be paid only to the date of prepayment. Partial
prepayments in a given month may be applied to the outstanding principal
balances of the prepaid loans either on the first day of the month of receipt or
of the month following receipt. In the latter case, partial prepayments will not
reduce the amount of interest passed through in that month. Unless otherwise
specified in the related prospectus supplement, neither prepayments in full nor
partial prepayments will be passed through until the month following receipt.
Prepayment charges collected with respect to Multifamily Loans will be
distributed to securityholders, or to other persons entitled to them, as
described in the related prospectus supplement.

     If so specified in the related prospectus supplement, the master servicer
will be required to remit to the trustee, with respect to each loan in the
related trust as to which a principal prepayment in full or a principal payment
which is in excess of the scheduled monthly payment and is not intended to cure
a delinquency was received during any due period, an amount, from and to the
extent of amounts otherwise payable to the master servicer as servicing
compensation, equal to the excess, if any, of

     o    30 days' interest on the principal balance of the related loan at the
          loan rate net of the annual rate at which the master servicer's
          servicing fee accrues, over

     o    the amount of interest actually received on that loan during the due
          period, net of the master servicer's servicing fee.

     If the rate at which interest is passed through to the holders of
securities of a series is calculated on a loan by loan basis, disproportionate
principal prepayments with respect to loans bearing different loan rates will
affect the yield on the securities. In general, the effective yield to
securityholders will be slightly lower than the yield otherwise produced by the
applicable security pass-through rate and purchase price because, while interest
generally will accrue on each loan from the first day of the month, the
distribution of interest generally will not be made earlier than the month
following the month of accrual.

     Under certain circumstances, the master servicer, the holders of the
residual interests in a REMIC or any other person named in the related
prospectus supplement may have the option to purchase the assets of a trust fund
to effect early retirement of the related series of securities. See "Operative
Agreements--Termination; Optional Termination; Optional Calls" in this
prospectus.

     Factors other than those identified in this prospectus and in the related
prospectus supplement could significantly affect principal prepayments at any
time and over the lives of the


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securities. The relative contribution of the various factors affecting
prepayment may also vary from time to time. There can be no assurance as to the
rate of payment of principal of trust fund assets at any time or over the lives
of the securities.

     The prospectus supplement relating to a series of securities will discuss
in greater detail the effect of the rate and timing of principal payments
including prepayments, delinquencies and losses on the yield, weighted average
lives and maturities of the securities.

     In the event that a receiver, bankruptcy trustee, debtor in possession or
similar entity (each, an "insolvency trustee") is appointed with respect to a
seller due to its insolvency or a seller becomes a debtor under the federal
Bankruptcy Code or any similar insolvency law, the insolvency trustee may
attempt to characterize the transfer of the related mortgage loans from the
seller to the depositor as a pledge to secure a financing rather than as a sale.
In the event that this attempt were successful, the insolvency trustee might
elect, among other remedies, to accelerate payment of the related securities and
liquidate the related loans, with each securityholder being entitled to receive
its allocable share of the principal balance of the loans, together with its
allocable share of interest on the loans at the applicable pass-through rate, or
weighted average "strip rate" as defined in the related prospectus supplement,
as the case may be, to the date of payment. In this event, the related
securityholders might incur reinvestment losses with respect to principal
received and investment losses attendant to the liquidation of the loans and the
resulting early retirement of the related security. In addition, certain delays
in distributions might be experienced by the securityholders in connection with
any such insolvency proceedings.

                              OPERATIVE AGREEMENTS

     Set forth below is a summary of the material provisions of each operative
agreement that are not described elsewhere in this prospectus. This summary does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, the provisions of each operative agreement applicable to a
particular series of certificates. As to each series of securities, the related
material agreements, including each agreement required to be filed under
Regulation AB, will be filed with the Commission in a current report on Form 8-K
following the issuance of the securities. Where particular provisions or terms
used in the operative agreements are referred to, those provisions or terms are
as specified in the agreements. Except as otherwise specified, the operative
agreements described in this prospectus contemplate a trust fund that is
comprised of loans. Although an agreement governing a trust fund that consists
of Agency Securities or Private Label Securities may contain provisions that are
similar to those described below, they will be described more fully in the
related prospectus supplement.

ASSIGNMENT OF TRUST FUND ASSETS

     Assignment of the Trust Fund Loans. When the securities of a series are
issued, the depositor named in the prospective supplement will cause the loans
comprising the related trust fund to be assigned to the trustee, together with
all principal and interest received by or on behalf of the depositor with
respect to those loans after the cut-off date, other than principal and interest
due on or before the cut-off date and other than any retained interest specified
in the related prospectus supplement. Concurrently with this assignment, the
trustee will deliver the securities to the depositor in exchange for the loans.
Each loan will be identified in a schedule appearing as


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an exhibit to the related agreement. The schedule will include information as to
the outstanding principal balance of each loan after application of payments due
on the cut-off date, as well as information regarding the loan rate or APR, the
current scheduled monthly payment of principal and interest, the maturity of the
loan, its loan-to-value ratio or combined loan-to-value ratio at origination and
certain other information.

     If so specified in the related prospectus supplement, and in accordance
with the rules of membership of Merscorp, Inc. and/or Mortgage Electronic
Registration Systems, Inc. (MERS), assignments of the mortgages for some or all
of the mortgage loans in the related trust will be registered electronically
through the MERS(R) System. With respect to mortgage loans registered through
the MERS(R) System, MERS 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 mortgage loans.

     In addition, the depositor will deliver to the trustee or a custodian the
following items in connection with each loan in the related trust fund:

     o    the original mortgage note or contract, endorsed without recourse in
          blank or to the order of the trustee;

     o    in the case of Single Family Loans, Home Equity Loans or Multifamily
          Loans, the mortgage, deed of trust or similar instrument (each, a
          "mortgage") with evidence of recording indicated on the mortgage;
          however, in the case of any mortgage not returned from the public
          recording office, the depositor will deliver or cause to be delivered
          a copy of the mortgage together with a certificate stating that the
          original mortgage was delivered to the recording office;

     o    in the case of a contract, other than an unsecured contract, the
          security interest in the mortgaged property securing the contract;

     o    an assignment of the mortgage or contract to the trustee, which
          assignment will be in recordable form in the case of a mortgage
          assignment or evidence that the mortgage is held for the trustee
          through the MERS(R) System; and

     o    any other security documents as may be specified in the related
          prospectus supplement, including those relating to any senior
          lienholder interests in the related mortgaged property.

     Unless otherwise specified in the related prospectus supplement, the
depositor will promptly cause the assignments of any Single Family Loan, Home
Equity Loan and Multifamily Loan (except for mortgages held under the MERS(R)
System) to be recorded in the appropriate public office for real property
records, except in states in which, in the opinion of counsel acceptable to the
trustee, recording is not required to protect the trustee's interest 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. Unless otherwise
specified in the related prospectus supplement, the depositor will promptly make
or cause to be made an appropriate filing of a UCC-1 financing statement in the
appropriate states to give notice of the trustee's ownership of the contracts.


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     With respect to any loans which are cooperative loans, the depositor will
deliver the following items to the trustee:

     o    the related original cooperative note endorsed, without recourse, in
          blank or to the order of the trustee,

     o    the original security agreement,

     o    the proprietary lease or occupancy agreement,

     o    the recognition agreement,

     o    an executed financing agreement and the relevant stock certificate,

     o    related blank stock powers, and

     o    any other document specified in the related prospectus supplement.

     The depositor will cause to be filed in the appropriate office an
assignment and a financing statement evidencing the trustee's security interest
in each cooperative loan.

     The trustee or custodian will review the mortgage loan documents, upon
receipt, within the time period specified in the related prospectus supplement.
The trustee will hold the documents in trust for the benefit of the
securityholders. Unless otherwise specified in the related prospectus
supplement, if any of these documents are found to be missing or defective in
any material respect, the trustee or custodian will notify the master servicer
and the depositor, and the master servicer will notify the related seller. If
the seller cannot cure the omission or defect within a specified member of days
after receipt of notice, the seller will be obligated either to purchase the
loan from the trustee or to substitute a qualified substitute loan for the
defective loan. There can be no assurance that a seller will fulfill this
obligation. Although the master servicer may be obligated to enforce the
seller's obligation to the extent described in this prospectus under "Mortgage
Loan Program--Representations by Sellers; Repurchases," neither the master
servicer nor the depositor will be obligated to purchase the mortgage loan if
the seller defaults on its obligation, unless the breach also constitutes a
breach of the representations or warranties of the master servicer or the
depositor, as the case may be. Unless otherwise specified in the related
prospectus supplement, the seller's obligation to cure, purchase or substitute
constitutes the sole remedy available to the securityholders or the trustee for
the omission of, or a material defect in, a constituent loan document.

     The trustee will be authorized to appoint a custodian pursuant to a
custodial agreement to maintain possession of and, if applicable, to review the
documents relating to the loans as agent of the trustee.

     The master servicer will make certain representations and warranties
regarding its authority to enter into, and its ability to perform its
obligations under, the agreement. Upon a breach of any representation of the
master servicer which materially and adversely affects the interests of the
securityholders in a loan, the master servicer will be obligated either to cure
the


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breach in all material respects or to purchase the loan. Unless otherwise
specified in the related prospectus supplement, this obligation to cure,
purchase or substitute constitutes the sole remedy available to the
securityholders or the trustee for a breach of representation by the master
servicer.

     Notwithstanding the provisions of the foregoing two paragraphs, with
respect to a trust fund for which a REMIC election is to be made, unless the
related prospectus supplement otherwise provides, no purchase or substitution of
a loan will be made if the purchase or substitution would result in a prohibited
transaction tax under the Internal Revenue Code.

     Assignment of Agency Securities. The applicable depositor will cause any
Agency Securities included in a trust fund to be registered in the name of the
trustee or its nominee, and the trustee concurrently will execute, countersign
and deliver the securities. Each Agency Security will be identified in a
schedule appearing as an exhibit to the related pooling and servicing agreement,
which will specify as to each Agency Security its original principal amount,
outstanding principal balance as of the cut-off date, annual pass-through rate,
if any, and the maturity date.

     Assignment of Private Label Securities. The applicable depositor will cause
any Private Label Securities included in a trust fund to be registered in the
name of the trustee. The trustee or custodian will have possession of any
Private Label Securities that are in certificated form. Unless otherwise
specified in the related prospectus supplement, the trustee will not be in
possession, or be assignee of record, of any assets underlying the Private Label
Securities. See "The Trust Fund--Private Label Securities." The Private Label
Securities will be identified in a schedule appearing as an exhibit to the
related agreement, which will specify the original principal amount, the
outstanding principal balance as of the cut-off date, the annual pass-through
rate or interest rate, the maturity date and other pertinent information for the
Private Label Securities conveyed to the trustee.

PAYMENTS ON LOANS; DEPOSITS TO SECURITY ACCOUNT

     The master servicer and each sub-servicer servicing a loan pursuant to a
sub-servicing agreement will establish and maintain with respect to the related
trust fund a security account which is a separate account or accounts for the
collection of payments on the assets in the trust fund. Unless otherwise
specified in the related prospectus supplement, each security account shall meet
one of the requirements listed below.

     o    It must be maintained with a depository institution the debt
          obligations of which (or in the case of a depository institution that
          is the principal subsidiary of a holding company, the obligations of
          which) are rated in one of the two highest rating categories by each
          rating agency rating(s) named in the prospectus supplement.

     o    It must be an account the deposits in which are fully insured by the
          FDIC.

     o    It must be an account or accounts the deposits in which are insured by
          the FDIC to its established limits and the uninsured deposits in which
          are otherwise secured such that, as evidenced by an opinion of
          counsel, the securityholders have a claim with


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          respect to the funds in the security account or a perfected first
          priority security interest against any collateral securing those funds
          that is superior to the claims of any other depositors or general
          creditors of the depository institution with which the security
          account is maintained.

     o    It must be an account otherwise acceptable to each rating agency named
          in the prospectus supplement.

     A security account established by a sub-servicer must meet the requirements
listed above and must be otherwise acceptable to the master servicer. A
sub-servicing account must be established with a Federal Home Loan Bank or with
a depository institution (including the sub-servicer if it is a depository
institution), the accounts in which are insured by the Federal Deposit Insurance
Corporation (FDIC). If a sub-servicing account is maintained at an institution
that is a Federal Home Loan Bank or an FDIC-insured institution and, in either
case, the amount on deposit in the sub-servicing account exceeds the FDIC
insurance coverage amount, then such excess amount must be remitted to the
master servicer within one business day after receipt. In addition, the
sub-servicer must maintain a separate account for escrow and impound funds
relating to the loans. Each sub-servicer is required to deposit into its
sub-servicing account on a daily basis all amounts that it receives in respect
of the loans described immediately below under "--Sub-Servicing by Sellers,"
less its servicing or other compensation. On or before the date specified in the
sub-servicing agreement, the sub-servicer will remit to the master servicer or
the trustee all funds held in the sub-servicing account with respect to the
loans that are required to be remitted. The sub-servicer is also required to
advance, on the scheduled remittance date, an amount corresponding to any
monthly installment of principal and interest, less its servicing or other
compensation, on any loan the payment of which was not received from the
borrower. Unless otherwise specified in the related prospectus supplement, this
obligation of each sub-servicer to advance continues up to and including the
first of the month following the date on which the related mortgaged property is
sold at a foreclosure sale or is acquired on behalf of the securityholders by
deed in lieu of foreclosure, or until the related loan is liquidated.

     The collateral eligible to secure amounts in the security account is
limited to United States government securities and other high-quality permitted
investments. A security account may be maintained as an interest-bearing account
or the funds held in the account may be invested pending each succeeding
distribution date in permitted investments. Unless otherwise provided in the
prospectus supplement, the master servicer will have sole discretion to
determine the particular investments made so long as they comply with the
investment terms of the related pooling and servicing agreement or the related
servicing agreement and indenture. Unless otherwise specified in the related
prospectus supplement, the master servicer or its designee will be entitled to
receive any interest or other income earned on funds in the security account as
additional compensation and will be obligated to deposit in the security account
the amount of any loss immediately as realized. The security account may be
maintained with the master servicer or with a depository institution that is an
affiliate of the master servicer, provided that the master servicer or its
affiliate, as applicable, meets the standards set forth above.

     On a daily basis, the master servicer or servicer, as applicable, will
deposit in the certificate account for each trust fund, to the extent applicable
and unless otherwise specified in the related prospectus supplement and provided
in the pooling and servicing agreement, the


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following payments and collections received, or advances made, by the master
servicer or servicer or on behalf of either entity subsequent to the cut-off
date, other than payments due on or before the cut-off date and exclusive of any
amounts representing a retained interest:

     o    all payments on account of principal, including principal prepayments
          and, if specified in the related prospectus supplement, prepayment
          penalties, on the loans;

     o    all payments on account of interest on the loans, net of applicable
          servicing compensation;

     o    Insurance Proceeds;

     o    Liquidation Proceeds;

     o    any net proceeds received on a monthly basis with respect to any
          properties acquired on behalf of the securityholders by foreclosure or
          deed in lieu of foreclosure;

     o    all proceeds of any loan or mortgaged property purchased by the master
          servicer, the depositor, any sub-servicer or any seller as described
          in this prospectus under "Loan Program--Representations by Sellers;
          Repurchases or Substitutions" or "--Assignment of Trust Fund Assets"
          above and all proceeds of any loan repurchased as described in this
          prospectus under "--Termination; Optional Termination" below;

     o    all payments required to be deposited in the security account with
          respect to any deductible clause in any blanket insurance policy
          described in this prospectus under "--Hazard Insurance" below;

     o    any amount required to be deposited by the master servicer in
          connection with losses realized on investments of funds held in the
          security account made for the benefit of the master servicer; and

     o    all other amounts required to be deposited in the security account
          pursuant to the related agreement.

PRE-FUNDING ACCOUNT

     If so specified in the related prospectus supplement, the pooling and
servicing agreement or other agreement may provide for the transfer by the
Sellers of additional mortgage loans to the related trust after the Closing
Date. The additional mortgage loans will be required to conform to the
requirements set forth in the related pooling and servicing agreement or other
agreement providing for the transfer, and will be underwritten to the same
standards as the mortgage loans initially included in the trust fund as
described in the prospectus supplement. The transfer may be funded by the
establishment of a pre-funding account established with the trustee. If a
pre-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 will be deposited in
the account to be released as additional mortgage loans are transferred. A
pre-funding account will be required to be maintained as an Eligible Account,
the amounts therein may be required to be invested in Permitted Investments


                                      103



and the amount held therein shall at no time exceed 50% of the proceeds of the
offering of the related securities. The related pooling and servicing agreement
or other agreement providing for the transfer of additional mortgage loans
generally will provide that the transfers must be made within up to three months
(with respect to any series of certificates) or up to, but not in excess of, one
year (with respect to any series of notes) after the Closing Date, and that
amounts set aside to fund the transfers (whether in a pre-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 set forth in the
prospectus supplement. To the extent amounts in any pre-funding account have not
been used to purchase additional mortgage loans, holders of the securities may
receive an additional prepayment, which may affect their yield to maturity. In
addition, securityholders may not be able to reinvest amounts received from any
pre-funding account in comparable securities, or may only be able to do so at a
lower interest rate.

SUB-SERVICING OF LOANS

     Each seller of a loan or any other servicing entity may act as the
sub-servicer for that loan pursuant to a sub-servicing agreement which will not
contain any terms inconsistent with the related operative agreement. While each
sub-servicing agreement will be a contract solely between the master servicer
and the related sub-servicer, the operative agreement pursuant to which a series
of securities is issued will provide that, the trustee or any successor master
servicer must recognize the sub-servicer's rights and obligations under the
sub-servicing agreement, if for any reason the master servicer for that series
is no longer the master servicer of the related loans.

     With the approval of the master servicer, a sub-servicer may delegate its
servicing obligations to third-party servicers, but the sub-servicer will remain
obligated under its sub-servicing agreement. Each sub-servicer will be required
to perform the customary functions of a servicer of mortgage loans. These
functions generally include

     o    collecting payments from borrowers and remitting collections to the
          master servicer;

     o    maintaining hazard insurance policies as described in this prospectus
          and in any related prospectus supplement, and filing and settling
          claims under those policies, subject in certain cases to the master
          servicer's right to approve settlements in advance;

     o    maintaining borrower escrow or impoundment accounts for payment of
          taxes, insurance and other items required to be paid by the borrower
          under the related loan;

     o    processing assumptions or substitutions, although the master servicer
          is generally required to enforce due-on-sale clauses to the extent
          their enforcement is permitted by law and would not adversely affect
          insurance coverage;

     o    attempting to cure delinquencies;

     o    supervising foreclosures;


                                      104



     o    inspecting and managing mortgaged properties under certain
          circumstances;

     o    maintaining accounting records relating to the loans; and

     o    to the extent specified in the related prospectus supplement,
          maintaining additional insurance policies or credit support
          instruments and filing and settling claims under them.

     A sub-servicer will also be obligated to make advances in respect of
delinquent installments of principal and interest on loans, as described more
fully in this prospectus under "--Payments on Loans; Deposits to Security
Account" above, and in respect of certain taxes and insurance premiums not paid
on a timely basis by borrowers.

     As compensation for its servicing duties, each sub-servicer will be
entitled to a monthly servicing fee, to the extent the scheduled payment on the
related loan has been collected, in the amount set forth in the related
prospectus supplement. Each sub-servicer is also entitled to collect and retain,
as part of its servicing compensation, any prepayment or late charges provided
in the note or related instruments. Each sub-servicer will be reimbursed by the
master servicer for certain expenditures which it makes, generally to the same
extent the master servicer would be reimbursed under the agreement. The master
servicer may purchase the servicing of loans if the sub-servicer elects to
release the servicing of the loans to the master servicer. See "--Servicing and
Other Compensation and Payment of Expenses" below.

     Each sub-servicer may be required to agree to indemnify the master servicer
for any liability or obligation sustained by the master servicer in connection
with any act or failure to act by the sub-servicer in its servicing capacity.
Each sub-servicer will be required to maintain a fidelity bond and an errors and
omissions policy with respect to its officers, employees and other persons
acting on its behalf or on behalf of the master servicer.

     Each sub-servicer will be required to service each loan pursuant to the
terms of its sub-servicing agreement for the entire term of the loan, unless the
sub-servicing agreement is earlier terminated by the master servicer or unless
servicing is released to the master servicer. The master servicer, if specified
in the applicable agreement, may terminate a sub-servicing agreement without
cause, upon written notice to the sub-servicer in the manner specified in that
sub-servicing agreement.

     The master servicer may agree with a sub-servicer to amend a sub-servicing
agreement or, upon termination of the sub-servicing agreement, the master
servicer may act as servicer of the related loans or enter into new
sub-servicing agreements with other sub-servicers. If the master servicer acts
as servicer, it will not assume liability for the representations and warranties
of the sub-servicer which it replaces. Each sub-servicer must be a seller or
meet the standards for becoming a seller or have such servicing experience as to
be otherwise satisfactory to the master servicer and the depositor. The master
servicer will make reasonable efforts to have the new sub-servicer assume
liability for the representations and warranties of the terminated sub-servicer,
but no assurance can be given that an assumption of liability will occur. In the
event of an assumption of liability, the master servicer may in the exercise of
its business judgment, release the terminated sub-servicer from liability in
respect of such representations and warranties. Any


                                      105



amendments to a sub-servicing agreement or new sub-servicing agreements may
contain provisions different from those which are in effect in the original
sub-servicing agreement. However, each sub-servicing agreement will provide that
any amendment or new agreement may not be inconsistent with or violate the
original sub-servicing agreement.

COLLECTION PROCEDURES

     The trustee, securities administrator or master servicer, directly or
through one or more sub-servicers, will make reasonable efforts to collect all
payments called for under the loans and will, consistent with each agreement and
any mortgage pool insurance policy, primary mortgage insurance policy, FHA
insurance, VA guaranty and bankruptcy bond or alternative arrangements, follow
such collection procedures as are customary with respect to loans that are
comparable to the loans included in the related trust fund. Consistent with the
preceding sentence, the master servicer may, in its discretion,

     o    waive any assumption fee, late payment or other charge in connection
          with a loan; and

     o    to the extent not inconsistent with the coverage of the loan by a pool
          insurance policy, primary mortgage insurance policy, FHA insurance, VA
          guaranty or bankruptcy bond or alternative arrangements, arrange with
          the borrower a schedule for the liquidation of delinquencies running
          for no more than 125 days after the applicable due date for each
          payment.

     Both the sub-servicer and the master servicer remain obligated to make
advances during any period when an arrangement of this type is in effect.

     In certain instances in which a mortgage loan is in default (or if default
is reasonably foreseeable), the master servicer may, acting in accordance with
procedures specified in the applicable pooling and servicing agreement, permit
certain modifications of the mortgage loan rather than proceeding with
foreclosure. Modifications of this type may have the effect of reducing the
mortgage rate, forgiving the payment of principal or interest or extending the
final maturity date of the mortgage loan. Any such modified mortgage loan may
remain in the related trust fund, and the reduction in collections resulting
from the modification may result in reduced distributions of interest (or other
amounts) on, or may extend the final maturity of, one or more classes of the
related securities. If no satisfactory arrangement can be made for the
collection of such delinquent payments, the master servicer will continue to
follow procedures specified in the applicable pooling and servicing agreement.
These procedures could result, among other possible outcomes, in the sale of the
delinquent mortgage loan by the master servicer on behalf of the related trust
fund.

     Unless otherwise specified in the related prospectus supplement, in any
case in which property securing a loan has been, or is about to be, conveyed by
the borrower, the master servicer will, to the extent it has knowledge of the
conveyance or proposed conveyance, exercise its rights to accelerate the
maturity of the loan under any applicable due-on-sale clause, but only if the
exercise of its rights is permitted by applicable law and will not impair or
threaten to impair any recovery under any primary mortgage insurance policy. If
these conditions are not


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met or if the master servicer reasonably believes it is unable under applicable
law to enforce the due-on-sale clause, or if the loan is insured by the FHA or
partially guaranteed by the VA, the master servicer will enter into an
assumption and modification agreement with the person to whom such property has
been or is about to be conveyed. Pursuant to the assumption agreement, the
transferee of the property becomes liable for repayment of the loan and, to the
extent permitted by applicable law, the original borrower also remains liable on
the loan. Any fee collected by or on behalf of the master servicer for entering
into an assumption agreement will be retained by or on behalf of the master
servicer as additional servicing compensation. In the case of Multifamily Loans
and unless otherwise specified in the related prospectus supplement, the master
servicer will agree to exercise any right it may have to accelerate the maturity
of a Multifamily Loan to the extent it has knowledge of any further encumbrance
of the related mortgaged property effected in violation of any applicable
due-on-encumbrance clause. See "Material Legal Aspects of the Mortgage
Loans--Due-on-Sale Clauses" in this prospectus. In connection with any
assumption, the terms of the original loan may not be changed.

     With respect to cooperative loans, any prospective purchaser of a
cooperative unit will generally have to obtain the approval of the board of
directors of the relevant cooperative before purchasing the shares and acquiring
rights under the related proprietary lease or occupancy agreement. See "Material
Legal Aspects of the Loans" in this prospectus. This approval is usually based
on the purchaser's income and net worth and numerous other factors. Although the
cooperative's approval is unlikely to be unreasonably withheld or delayed, the
need to acquire approval could limit the number of potential purchasers for
those shares and otherwise limit the trust fund's ability to sell and realize
the value of those shares.

     In general, a "tenant-stockholder," as defined in 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 Code is allowed a
deduction for amounts paid or accrued within his taxable year to the corporation
representing his proportionate share of certain interest expenses and real
estate taxes allowable as a deduction under Section 216(a) of the Code to the
cooperative corporation under Sections 163 and 164 of the Code. In order for a
corporation to qualify under Section 216(b)(1) of the Code for the taxable year
in which these items are allowable as a deduction to the corporation, Section
216(b)(1) requires, among other things, that at least 80% of the gross income of
the cooperative 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 Code must be determined on a year-to-year basis. Consequently,
there can be no assurance that cooperatives relating to particular cooperative
loans will qualify under this section for any given year. In the event that a
cooperative fail to qualify for one or more years, the value of the collateral
securing the related cooperative loan could be significantly impaired because no
deduction would be allowable to tenant-stockholders under Section 216(a) of the
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 Code, the likelihood that such a failure would be
permitted to continue over a period of years appears remote.

HAZARD INSURANCE

     The master servicer will require each borrower to maintain a hazard
insurance policy providing for no less than the coverage of the standard form of
fire insurance policy with


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extended coverage customary for the type of mortgaged property in the state
where the property is located. This coverage will be in an amount not less than
the replacement value of the improvements or manufactured home securing the loan
or the principal balance owing on the loan, whichever is less. All amounts
collected by the master servicer under any hazard policy will be deposited in
the related security account, except for amounts to be applied to the
restoration or repair of the mortgaged property or released to the borrower in
accordance with the master servicer's normal servicing procedures. In the event
that the master servicer maintains a blanket policy insuring against hazard
losses on all the loans comprising part of a trust fund, it will conclusively be
deemed to have satisfied its obligation to maintain hazard insurance. A blanket
policy may contain a deductible clause, in which case the master servicer will
be required to deposit into the related security account from its own funds the
amounts which would have been deposited in the security account but for the
deductible clause. Any additional insurance coverage for mortgaged properties
with respect to a pool of Multifamily Loans will be specified in the related
prospectus supplement.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements or manufactured home
securing a loan by fire, lightning, explosion, smoke, windstorm and hail, riot,
strike and civil commotion, subject to the conditions and exclusions
particularized in each policy. Although the policies relating to the loans may
have been underwritten by different insurers under different state laws in
accordance with different applicable forms and therefore may not contain
identical terms and conditions, the basic policy terms are dictated by
respective state laws. In addition, most policies typically do not cover any
physical damage resulting from the following: war, revolution, governmental
actions, floods and other water-related causes, earth movement (including
earthquakes, landslides and mud flows), nuclear reactions, wet or dry rot,
vermin, rodents, insects or domestic animals, theft and, in certain cases,
vandalism. The foregoing list is merely indicative of certain kinds of uninsured
risks and is not intended to be all-inclusive. If the mortgaged property
securing a loan is located in a federally designated special flood area at the
time of origination, the master servicer will require the borrower to obtain and
maintain flood insurance.

     The hazard insurance policies covering mortgaged properties typically
contain a clause which have the effect of requiring the insured at all times to
carry insurance of a specified percentage - generally 80% to 90% - of the full
replacement value of the mortgaged property in order to recover the full amount
of any partial loss. If the insured's coverage falls below this specified
percentage, then the insurer's liability in the event of partial loss will not
exceed the larger of

     o    the actual cash value (generally defined as replacement cost at the
          time and place of loss, less physical depreciation) of the
          improvements damaged or destroyed, generally defined to equal
          replacement cost at the time and place of the loss less physical
          depreciation; and

     o    such 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 the master servicer may cause to
be maintained on the improvements securing the loans will decline as the
principal balances owing on the loans


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decrease, and since improved real estate generally has appreciated in value over
time in the past, the effect of this requirement may be that, in the event of a
partial loss, hazard insurance proceeds will be insufficient to restore the
damaged property fully. If specified in the related prospectus supplement, a
special hazard insurance policy will be obtained to insure against certain of
the uninsured risks described. See "Credit Enhancement and Other
Support--Special Hazard Insurance Policies" in this prospectus.

     The master servicer will not require that a standard hazard or flood
insurance policy be maintained on the cooperative dwelling relating to any
cooperative loan. Generally, the cooperative itself is responsible for
maintenance of hazard insurance for the property owned by the cooperative and
the tenant-stockholders of that cooperative do not maintain individual hazard
insurance policies. To the extent, however, that a cooperative and the related
borrower on a cooperative loan do not maintain such insurance or do not maintain
adequate coverage or any insurance proceeds are not applied to the restoration
of damaged property, any damage to the borrower's cooperative dwelling or the
cooperative's building could significantly reduce the value of the collateral
securing the cooperative loan to the extent not covered by other credit support.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     Primary Mortgage Insurance Policies. To the extent specified in the related
prospectus supplement, the master servicer will maintain, or cause each
sub-servicer to maintain, in full force and effect, a primary mortgage insurance
policy with regard to each loan for which coverage is required. The master
servicer will not cancel or refuse to renew any primary mortgage insurance
policy in effect at the time of the initial issuance of a series of securities
that is required to be kept in force under the applicable agreement unless the
primary mortgage insurance policy that replaces the cancelled or nonrenewed
policy is maintained with an insurer whose claims-paying ability is sufficient
to maintain the current rating of the classes of securities of that series by
each rating agency named in the related prospectus supplement.

     Although the terms and conditions of primary mortgage insurance vary, the
amount of a claim for benefits under a primary mortgage insurance policy
covering a loan will consist of the insured percentage of the unpaid principal
amount of the covered loan, accrued and unpaid interest thereon and
reimbursement of certain expenses, less the following amounts:

     o    all rents or other payments collected or received by the insured other
          than the proceeds of hazard insurance that are derived from or in any
          way related to the mortgaged property,

     o    hazard insurance proceeds in excess of the amount required to restore
          the mortgaged property and which have not been applied to the payment
          of the loan,

     o    amounts expended but not approved by the issuer of the related primary
          mortgage insurance policy,

     o    claim payments previously made by the primary insurer, and


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     o    unpaid premiums.

     Primary mortgage insurance policies generally reimburse losses sustained by
reason of defaults in payments by borrowers. Primary mortgage insurance policies
do not insure against, and exclude from coverage, a loss sustained by reason of
a default arising from or involving the following matters, among others:

     o    fraud or negligence in origination or servicing of the loan, including
          misrepresentation by the originator, borrower or other persons
          involved in the origination of the loan,

     o    failure to construct the related mortgaged property in accordance with
          specified plans,

     o    physical damage to the mortgaged property and

     o    lack of approval by the primary mortgage insurance policy insurer of
          the master servicer or sub-servicer to act as servicer of the loan.

     Recoveries Under a Primary Mortgage Insurance Policy. As conditions
precedent to the filing or payment of a claim under a primary mortgage insurance
policy covering a loan, the insured will be required

     o    to advance or discharge all hazard insurance policy premiums;

     o    to advance

          o    real estate property taxes,

          o    all expenses required to maintain the related mortgaged property
               in at least as good a condition as existed at the effective date
               of the policy, ordinary wear and tear excepted,

          o    mortgaged property sales expenses,

          o    any outstanding liens on the mortgaged property (as defined in
               the policy) and

          o    foreclosure costs, including court costs and reasonable
               attorneys' fees,

          o    in each case as necessary and approved in advance by the primary
               mortgage insurance policy insurer;

     o    in the event of any physical loss or damage to the mortgaged property,
          to have the mortgaged property restored and repaired to at least as
          good a condition as existed at the effective date of the policy,
          ordinary wear and tear excepted; and

     o    to tender to the primary mortgage insurance policy carrier good and
          merchantable title to and possession of the mortgaged property.


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     In those cases in which a loan is serviced by a sub-servicer, the
sub-servicer, on behalf of itself, the trustee and securityholders, will present
claims to the primary mortgage insurance policy carrier, and all collections
under the policy will be deposited in the sub-servicing account. In all other
cases, the master servicer, on behalf of itself, the trustee and the
securityholders, will present claims to the carrier of each primary mortgage
insurance policy and will take such reasonable steps as are necessary to receive
payment or to permit recovery under the policy with respect to defaulted loans.
As set forth above, all collections by or on behalf of the master servicer under
any primary mortgage insurance policy and, when the mortgaged property has not
been restored, the hazard insurance policy are to be deposited in the security
account, subject to withdrawal as previously described.

     If the mortgaged property securing a defaulted loan is damaged and any
proceeds from the related hazard insurance policy are insufficient to restore
the damaged property to a condition sufficient to permit recovery under any
related primary mortgage insurance policy, the master servicer is not required
to expend its own funds to restore the damaged property unless it determines
that

     o    the restoration will increase the proceeds to securityholders upon
          liquidation of the loan after reimbursement of the master servicer for
          its expenses, and

     o    the master servicer will be able to recover its expenses from related
          Insurance Proceeds or Liquidation Proceeds.

     If recovery on a defaulted loan is not available under the primary mortgage
insurance policy for the reasons set forth in the preceding paragraph, or if the
defaulted loan is not covered by a primary mortgage insurance policy, the master
servicer will be obligated to follow such normal practices and procedures as it
deems necessary or advisable to realize upon the defaulted loan. If the proceeds
of any liquidation of the related mortgaged property are less than the principal
balance of the loan plus accrued interest that is payable to securityholders,
the trust fund will realize a loss in the amount of that difference plus the
amount of expenses that it incurred in connection with the liquidation and that
are reimbursable under the agreement. In the unlikely event that proceedings
result in a total recovery which, after reimbursement to the master servicer of
its expenses, is in excess of the principal balance of the defaulted loan plus
accrued interest that is payable to securityholders, the master servicer will be
entitled to withdraw or retain from the security account amounts representing
its normal servicing compensation with respect to that loan and, unless
otherwise specified in the related prospectus supplement, amounts representing
the balance of the excess amount, exclusive of any amount required by law to be
forwarded to the related borrower, as additional servicing compensation.

     If the master servicer or its designee recovers Insurance Proceeds which,
when added to any related Liquidation Proceeds and after deduction of certain
expenses reimbursable to the master servicer, exceed the principal balance of
the related loan plus accrued interest that is payable to securityholders, the
master servicer will be entitled to withdraw or retain from the security account
amounts representing its normal servicing compensation with respect to that
loan. In the event that the master servicer has expended its own funds to
restore the damaged mortgaged property and those funds have not been reimbursed
under the related hazard insurance policy, the master servicer will be entitled
to withdraw from the security account, out of related


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Liquidation Proceeds or Insurance Proceeds, an amount equal to the expenses that
it incurred, in which event the trust fund may realize a loss up to the amount
of those expenses. Since Insurance Proceeds cannot exceed deficiency claims and
certain expenses incurred by the master servicer, no payment or recovery will
result in a recovery to the trust fund that exceeds the principal balance of the
defaulted loan together with accrued interest. See "Credit Enhancement and Other
Support" in this prospectus supplement.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

     The master servicer's primary servicing compensation with respect to a
series of securities will come from the payment to it each month, out of each
interest payment on a loan, of an amount equal to the annual percentage
specified in the related prospectus supplement of the outstanding principal
balance of that loan. Since the master servicer's primary compensation is a
percentage of the outstanding principal balance of each mortgage loan, this
amount will decrease as the mortgage loans amortize. In addition to this primary
servicing compensation, the master servicer or the sub-servicers will be
entitled to retain all assumption fees and late payment charges to the extent
collected from borrowers and, if so provided in the related prospectus
supplement, any prepayment charges and any interest or other income which may be
earned on funds held in the security account or any sub-servicing account.
Unless otherwise specified in the related prospectus supplement, any
sub-servicer will receive a portion of the master servicer's primary
compensation as its sub-servicing compensation.

     Unless otherwise specified in the related prospectus supplement, the master
servicer will pay from its servicing compensation, in addition to amounts
payable to any sub-servicer, certain expenses incurred in connection with its
servicing of the loans, including, without limitation:

     o    payment of any premium for any insurance policy, guaranty, surety or
          other form of credit enhancement as specified in the related
          prospectus supplement;

     o    payment of the fees and disbursements of the trustee and independent
          accountants;

     o    payment of expenses incurred in connection with distributions and
          reports to securityholders; and

     o    payment of any other expenses described in the related prospectus
          supplement.

EVIDENCE AS TO COMPLIANCE

     The operative agreements will provide that on or before a specified date in
March of each year, beginning with the first year after the year in which the
cut-off date occurs, each related party participating in the servicing function
will provide to the depositor and the trustee a report on an assessment of
compliance with the minimum servicing criteria established in Item 1122(a) of
Regulation AB (the "AB Servicing Criteria"). The AB Servicing Criteria include
specific criteria relating to the following areas: general servicing
considerations, cash collection and administration, investor remittances and
reporting, and pool asset administration. Such report will indicate that the AB
Servicing Criteria were used to test compliance on a platform level basis and
will set out any material instances of noncompliance.


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     Each operative agreement will also provide that the each party
participating in the servicing function will deliver, along with its report on
assessment of compliance, an attestation report from a firm of independent
public accountants on the assessment of compliance with the AB Servicing
Criteria.

     Each operative agreement will also provide for delivery to the related
trustee or master servicer, on or before a specified date in March of each year,
of a separate annual statement of compliance from each entity responsible for
the servicing function to the effect that, to the best knowledge of the signing
officer, the servicer has fulfilled in all material respects its obligations
under the operative agreement throughout the preceding year or, if there has
been a material failure in the fulfillment of any obligation, the statement
shall specify such failure and the nature and status thereof. This statement may
be provided as a single form making the required statements as to more than one
operative agreement.

     Copies of the annual reports of assessment of compliance, attestation
reports, and statements of compliance may be obtained by securityholders without
charge upon written request to the master servicer or trustee. These items will
be filed with the issuing entity's annual report on Form 10-K, to the extent
required under Regulation AB.

CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITORS

     The master servicer under each operative agreement will be named in the
related prospectus supplement. The entity serving as master servicer may have
normal business relationships with the depositor or the depositor's affiliates.

     Each operative agreement will provide that the master servicer may not
resign from its obligations and duties under the agreement except (i) upon a
determination that it is no longer permissible to perform them under applicable
law or (ii) if so provided in the related operative agreement, a determination
by the master servicer that it will no longer engage in the business of
servicing mortgage loans. In no event will the master servicer's resignation
become effective until the trustee or a successor servicer has assumed the
master servicer's obligations and duties under the agreement.

     Each operative agreement will further provide that none of the master
servicer, the depositor or any director, officer, employee or agent of the
master servicer or of the depositor will be under any liability to the related
trust fund or the securityholders for any action taken, or for refraining from
the taking of any action, in good faith pursuant to the agreement, or for errors
in judgment. However, none of the master servicer, the depositor or any
director, officer, employee or agent of the master servicer or of the depositor
will be protected against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties under the agreement or by reason of reckless disregard of obligations and
duties under the agreement. Each operative agreement will further provide that
the master servicer, the depositor and any director, officer, employee or agent
of the master servicer or of the depositor will be entitled to indemnification
by the related trust fund and will be held harmless against any loss, liability
or expense incurred in connection with (i) any legal action relating to the
agreement or the securities or (ii) a breach of a representation or warranty
regarding the loan or loans, other than


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     o    any loss, liability or expense related to any specific loan in the
          trust fund or the loans in general except for any loss, liability or
          expense otherwise reimbursable under the agreement, and

     o    any loss, liability or expense incurred by reason of willful
          misfeasance, bad faith or negligence in the performance of duties
          under the agreement or by reason of reckless disregard of obligations
          and duties under the agreement.

     In addition to the foregoing, if so provided in the agreement, the master
servicer, the depositor and any director, officer, employee or agent of the
master servicer or of the depositor may be entitled to indemnification by the
related trust fund and may be held harmless against any loss, liability or
expense in connection with any actions taken under the agreement.

     In addition, each operative agreement will provide that neither the master
servicer nor the depositor will be under any obligation to appear in, prosecute
or defend any legal action which is not incidental to its responsibilities under
the agreement and which, in its opinion, may involve it in any expense or
liability. However, the master servicer or the depositor may, in its discretion,
undertake any action which it may deem necessary or desirable with respect to
the agreement and the rights and duties of the parties and the interests of the
securityholders. In that event, the legal expenses and costs of the action and
any resulting liability will be expenses, costs and liabilities of the trust
fund, and the master servicer or the depositor, as the case may be, will be
entitled to reimbursement from funds otherwise distributable to securityholders.

     Any entity into which the master servicer may be merged or consolidated, or
any entity resulting from any merger or consolidation to which the master
servicer is a party, or any entity succeeding to the business of the master
servicer, will be the successor of the master servicer under each agreement,
provided that the successor entity is qualified to sell loans to, and service
loans on behalf of, Fannie Mae or Freddie Mac and that the merger, consolidation
or succession does not adversely affect the then current rating of the
securities rated by each rating agency named in the related prospectus
supplement.

EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT

     Pooling and Servicing Agreement; Servicing Agreement. Unless otherwise
specified in the related prospectus supplement, the following will be deemed
"events of default" under each agreement:

     o    any failure by the master servicer, trustee, servicer or securities
          administrator to distribute to security holders of any class any
          required payment - other than an advance - which failure continues
          unremedied for five business days after the giving of written notice
          to the master servicer by the trustee or the depositor, or to the
          master servicer, the depositor and the trustee by the holders of
          securities of that class evidencing not less than 25% of the aggregate
          percentage interests evidenced by that class;

     o    any failure by the master servicer to make an advance as required
          under the agreement, unless cured as specified in the agreement;


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     o    any failure by the master servicer, trustee, servicer or securities
          administrator duly to observe or perform in any material respect any
          of its other covenants or agreements in the agreement, which failure
          continues unremedied for a specified number of days after the giving
          of written notice of the failure to the master servicer by the trustee
          or the depositor, or to the master servicer, the depositor and the
          trustee by the holders of securities of any class evidencing not less
          than 25% of the aggregate percentage interests constituting that
          class; and

     o    events of insolvency, readjustment of debt, marshalling of assets and
          liabilities or similar proceedings and certain actions by or on behalf
          of the master servicer indicating its insolvency, reorganization or
          inability to pay its obligations.

     If specified in the related prospectus supplement, the agreement will
permit the trustee to sell the assets of the trust fund in the event that
payments are insufficient to make the payments required under the agreement. The
assets of the trust fund will be sold only under the circumstances and in the
manner specified in the related prospectus supplement.

     So long as an event of default under the related agreement remains
unremedied, the depositor or the trustee may, and, at the direction of holders
of securities of any class evidencing not less than 51%, or such other
percentage as is specified in the applicable prospectus supplement, of the
aggregate percentage interests constituting that class and under such other
circumstances as may be specified in the agreement, the trustee shall, terminate
all of the rights and obligations of the master servicer relating to the trust
fund and in and to the related loans. Thereupon the trustee will succeed to all
of the responsibilities, duties and liabilities of the master servicer under the
agreement, including, if specified in the related prospectus supplement, the
obligation to make advances, and the trustee will be entitled to similar
compensation arrangements. In the event that the trustee is unwilling or unable
to act in this way, it may appoint, or petition a court of competent
jurisdiction to appoint, a loan servicing institution with a net worth of at
least $15,000,000 to act as successor to the master servicer under the
agreement. Pending the appointment, the trustee is obligated to act in this
capacity. The trustee and any successor master servicer may agree upon the
servicing compensation to be paid, which in no event may be greater than the
compensation payable to the master servicer under the agreement.

     No securityholder, solely by virtue of its status as a securityholder, will
have any right under any agreement to institute any proceeding with respect to
that agreement, unless

     o    the holder has previously given to the trustee written notice of
          default;

     o    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 and have offered a reasonable indemnity to the
          trustee; and

     o    the trustee for 60 days has neglected or refused to institute any such
          proceeding.

     Indenture. Unless otherwise specified in the related prospectus supplement,
the following will be deemed "events of default" under the indenture for each
series of notes:


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     o    failure to pay for five days or more any principal or interest on any
          note of that series;

     o    failure by the depositor or the trust to perform any other covenant in
          the indenture, which failure continues unremedied for 30 days after
          notice is given in accordance with the procedures described in the
          related prospectus supplement;

     o    the material breach of any representation or warranty made by the
          depositor or the trust in the indenture or in any document delivered
          under the indenture, which breach continues uncured for 30 days after
          notice is given in accordance with the procedures described in the
          related prospectus supplement;

     o    events of bankruptcy insolvency, receivership or liquidation of the
          depositor in the trust; or

     o    any other event of default specified in the indenture.

     If an event of default with respect to the notes of a series (other than
principal only notes) occurs and is continuing, either the trustee or the
holders of a majority of the then aggregate outstanding amount of the notes of
that series may declare the principal amount of all the notes of that series to
be due and payable immediately. In the case of principal only notes, the portion
of the principal amount necessary to make such a declaration will be specified
in the related prospective supplement. This declaration may, under certain
circumstances, be rescinded and annulled by the holders of more than 50% of the
percentage ownership interest of the notes of that series.

     If, following an event of default with respect to any series of notes, the
notes of that series have been declared to be due and payable, the trustee may,
in its discretion, notwithstanding the acceleration, elect to maintain
possession of the collateral securing the notes of that series and to continue
to apply distributions on the collateral as if there had been no declaration of
acceleration so long as the collateral continues to provide sufficient funds for
the payment of principal and interest on the notes 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 one of the following conditions precedent has occurred:

     o    the holders of 100% of the percentage ownership interest in the
          related notes consent to the sale or liquidation;

     o    the proceeds of the sale or liquidation are sufficient to pay the full
          amount of principal and accrued interest, due and unpaid, on the
          related notes at the date of the sale or liquidation; or

     o    the trustee determines that the collateral would not be sufficient on
          an ongoing basis to make all payments on the related notes as they
          would have become due if the notes had not been declared due and
          payable, and the trustee obtains the consent of the holders of 66% of
          the percentage ownership interest of each class of the related notes.


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     Unless otherwise specified in the related prospectus supplement, in the
event the principal of the notes of a series is declared due and payable as
described above, the holders of any of those 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 unamortized discount.

     Subject to the provisions of the indenture relating to the duties of the
trustee, in case an event of default shall occur and be continuing with respect
to a series of notes, the trustee shall be under no obligation to exercise any
of the rights or powers under the indenture at the request or direction of any
of the holder of the related notes, unless the holders offer to the trustee
satisfactory security or indemnity against the trustee's costs, expenses and
liabilities which might be incurred in complying with their request or
direction. Subject to the indemnification provisions and certain limitations
contained in the indenture, the holders of a majority of the then aggregate
outstanding amount of the related notes of the series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the
trustee with respect to the related notes, and holders of a majority of the then
aggregate outstanding amount of the related notes may, in certain cases, waive
any default other than a default in the payment of principal or interest or a
default in respect of a covenant or provision of the indenture that cannot be
modified without the waiver or consent of all the holders of the affected notes.

AMENDMENT

     Unless otherwise specified in the related prospectus supplement, each
operative agreement may be amended by the depositor, the master servicer, the
trustee and other applicable parties, without the consent of any of the
securityholders, for the following purposes:

     o    to cure any ambiguity,

     o    to correct or supplement any provision in the agreement which may be
          defective or inconsistent with any other provision, or

     o    to make any other revisions with respect to matters or questions
          arising under the agreement which are not inconsistent with its other
          provisions.

     In no event, however, shall any amendment adversely affect in any material
respect the interests of any securityholder as evidenced by either (i) an
opinion of counsel or (ii) confirmation by the rating agencies that such
amendment will not result in the downgrading of the securities. No amendment
shall be deemed to adversely affect in any material respect the interests of any
securityholder who shall have consented thereto, and no opinion of counsel or
written notice from the rating agencies shall be required to address the effect
of any such amendment on any such consenting securityholder. In addition, an
agreement may be amended without the consent of any of the securityholders to
change the manner in which the security account is maintained, so long as the
amendment does not adversely affect the then current ratings of the securities
rated by each rating agency named in the prospectus supplement. In addition, if
a REMIC election is made with respect to a trust fund, the related agreement may
be amended to modify, eliminate or add to any of its provisions to such extent
as may be necessary


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to maintain the qualification of the trust fund as a REMIC, but the trustee
shall have first received an opinion of counsel to the effect that the action is
necessary or helpful to maintain the REMIC qualification.

     Unless otherwise specified in the related prospectus supplement, each
operative agreement may also be amended by the depositor, the master servicer
and the trustee with consent of holders of securities evidencing not less than
66%, or such other percentage as is specified in the applicable prospectus
supplement, of the aggregate percentage ownership interests of each affected
class for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, the agreement or of modifying in any
manner the rights of the holders of the related securities. In no event,
however, shall any amendment

     o    reduce in any manner the amount of, or delay the timing of, payments
          received on loans which are required to be distributed on any security
          without the consent of the holder of that security, or

     o    reduce the percentage of the securities of any class the holders of
          which are required to consent to any amendment without the consent of
          the holders of all securities of that class then outstanding.

     If a REMIC election is made with respect to a trust fund, the trustee will
not be entitled to consent to an amendment to the agreement without having first
received an opinion of counsel to the effect that the amendment will not cause
the trust fund to fail to qualify as a REMIC.

TERMINATION; OPTIONAL TERMINATION; CALLS

     Pooling and Servicing Agreement; Trust Agreement. The obligations created
by the pooling and servicing agreement and trust agreement for the related
series of securities will terminate upon the payment to the securityholders of
all amounts held in the security account or held by the master servicer, and
required to be paid to the securityholders under the agreement, following the
later to occur of the following:

     o    the final payment or other liquidation of the last of the assets of
          the trust fund subject to the agreement or the disposition of all
          property acquired upon foreclosure of any assets remaining in the
          trust fund, and

     o    the purchase from the trust fund by the servicer or the master
          servicer, as applicable, or such other party as may be specified in
          the related prospectus supplement, of all of the remaining trust fund
          assets and all property acquired in respect of those assets.

     See "Material Federal Income Tax Consequences" in this prospectus.

     Unless otherwise specified in the related prospectus supplement, any
purchase of trust fund assets and property acquired in respect of trust fund
assets will be made at the option of the related master servicer or, if
applicable, another designated party, at a price, and in accordance with the
procedures, specified in the related prospectus supplement. The exercise of this
right will effect early retirement of the securities of that series. However,
this right can be exercised


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only at the times and upon the conditions specified in the related prospectus
supplement. If a REMIC election has been made with respect to the trust fund,
any repurchase pursuant to the second bullet point in the immediately preceding
paragraph will be made only in connection with a "qualified liquidation" of the
REMIC within the meaning of Section 860F(a)(4) of the Internal Revenue Code.

     Indenture. The indenture will be discharged with respect to a series of
notes (except with respect to certain continuing rights specified in the
indenture) upon the delivery to the trustee for cancellation of all the notes of
that series or, with certain limitations, upon deposit with the trustee of funds
sufficient for the payment in full of all of the notes of that series.

     If specified for the notes of any series, the indenture will provide that
the related trust fund will be discharged from any and all obligations in
respect of the notes of that series (except for certain obligations relating to
temporary notes and exchange of notes, registering the transfer or exchange
notes, replacing stolen, lost or mutilated notes, maintaining paying agencies
and holding monies for payment in trust) upon the deposit with the trustee, in
trust, of money and/or direct obligations of or obligations guaranteed by the
United States which, through the payment of interest and principal in accordance
with their terms, will provide money in an amount sufficient to pay the
principal and each installment of interest on the related notes on the last
scheduled distribution date for the notes and any installment of interest on the
notes in accordance with the terms of the indenture and the notes of that
series. In the event of any such defeasance and discharge of a series of notes,
holders of the related notes would be able to look only to such money and/or
direct obligations for payment of principal and interest, if any, on their notes
until maturity.

     Calls. One or more classes of securities may be subject to a mandatory or
optional call at the times and subject to the conditions specified in the
related prospectus supplement. With respect to any series of certificates which
provides for such a purchase, the purchase shall not be made unless either: (1)
the aggregate principal balance of the certificates as of the date is equal to
or less than the percentage specified in the related prospectus supplement of
the aggregate principal balance of the certificates as of the Closing Date or
(2) the aggregate principal balance of the mortgage loans as of the date is
equal to or less than the percentage specified in the related prospectus
supplement of the aggregate principal balance of the mortgage loans as of the
cut-off date. In the event that any series of certificates provides for such a
purchase at 25% or more of the aggregate principal balance of the certificates
as of the Closing Date, the certificates will be identified with the word
"Callable." With respect to any series of notes which provides for such a
purchase, the purchase shall not be made unless the aggregate principal balance
of the notes as of the date is equal to or less than the percentage specified in
the related prospectus supplement of the aggregate principal balance of the
notes as of the Closing Date or a period specified in the related prospectus
supplement has elapsed since the initial distribution date. In the event that
any series of notes provides for such a purchase at 25% or more of the aggregate
principal balance of the notes as of the Closing Date, the notes will be
identified with the word "Callable." In the case of a mandatory call, an auction
call or in the event an optional call is exercised with respect to one or more
classes of securities, holders of each affected class of securities will receive
the outstanding principal balance of their securities together with accrued and
unpaid interest at the applicable pass-through rate, subject to the terms
specified in the related prospectus supplement.


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THE TRUSTEE

     The trustee under each agreement will be named in the related prospectus
supplement. The trustee shall at all times be an entity duly organized and
validly existing under the laws of the United States of America or any state
thereof, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. The commercial bank or trust
company serving as trustee may have normal banking relationships with the
depositor, the master servicer and any of their respective affiliates.

     Duties of the Trustee

     The trustee for each series of securities will make no representation as to
the validity or sufficiency of the related pooling and servicing agreement or
servicing agreement, the securities or any underlying mortgage loan, mortgage
security or related document and will not be accountable for the use or
application by or on behalf of any master servicer, servicer or special servicer
of any funds paid to the master servicer, servicer or special servicer in
respect of the securities or the underlying mortgage loans or mortgage
securities, or any funds deposited into or withdrawn from the Distribution
Account for the series or any other account by or on behalf of the master
servicer, servicer or special servicer. If no event of default has occurred and
is continuing, the trustee for each series of securities will be required to
perform only those duties specifically required under the related pooling and
servicing agreement or servicing agreement. However, upon receipt of any of the
various certificates, reports or other instruments required to be furnished to
it pursuant to the related operative agreement, a trustee will be required to
examine the documents and to determine whether they conform to the requirements
of the operative agreement.

     As provided in the pooling and servicing agreement or servicing agreement,
if an event of default shall occur, the trustee may, by notice to the master
servicer or servicer, terminate all of the rights and obligations (but not the
liabilities) of the master servicer or servicer thereafter arising under the
operative agreements, but without prejudice to any rights it may have as a
security holder or to reimbursement of Monthly Advances and other advances of
its own funds. On or after the receipt by the master servicer or servicer of the
notice, all authority and power of the master servicer or servicer under the
operative agreements, whether with respect to the securities, the Mortgage
Loans, REO Property or under any other related agreements (but only to the
extent that such other agreements relate to the Mortgage Loans or related REO
Property) will pass to and be vested in the trustee. The trustee will act to
carry out the duties of the master servicer or servicer, including the
obligation to make any advance the nonpayment of which was an event of default.
Any such action taken by the trustee must be prior to the distribution on the
relevant Distribution Date.

     Upon the receipt by the master servicer or servicer of a notice of
termination, the trustee (or such other successor master servicer or servicer)
will be the successor master servicer or servicer and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
master servicer or servicer by the terms and provisions of the applicable
agreement


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arising on and after its succession. The trustee, in its capacity as successor
to the master servicer or servicer, will assume all the obligation to make
advances. The trustee, however, will not be responsible for the lack of
information and/or documents that it cannot obtain through reasonable efforts.
The pooling and servicing agreement or servicing agreement will provide for a
period of transition (not to exceed 90 days) before the transition of servicing
obligations is fully effective. The trustee (or such other successor master
servicer) shall be entitled to such compensation as the master servicer or
servicer would have been entitled to hereunder if the notice of termination had
not been given. If the trustee is unwilling to act as successor master servicer
or servicer or if the trustee is legally unable so to act, the trustee will be
required under the related operative agreement to appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having a
net worth of not less than the amount set forth in the prospectus supplement as
the successor to any part of the responsibilities, duties or liabilities of the
master servicer or servicer. The appointment of any such successor master
servicer or servicer may not result in the qualification, reduction or
withdrawal of the ratings assigned to the related securities by the rating
agencies as evidenced by a letter to such effect from the rating agencies.
Pending appointment of a successor to the master servicer or servicer, unless
the trustee is prohibited by law from so acting, the trustee shall act in such
capacity as hereinabove provided. The successor may be entitled to receive
compensation out of payments on mortgage loans in an amount equal to the
compensation which the master servicer or servicer would otherwise have received
pursuant to the applicable agreement (or such other compensation as the trustee
and such successor shall agree, not to exceed the servicing fee). The
appointment of a successor master servicer or servicer shall not affect any
liability of the predecessor master servicer which may have arisen under the
applicable agreement prior to its termination as master servicer or servicer to
pay any deductible under an insurance policy or to reimburse the trustee), nor
shall any successor master servicer or servicer be liable for any acts or
omissions of the predecessor master servicer or servicer or for any breach by
its predecessor of any of its representations or warranties contained in the
applicable agreement or in any related document or agreement. Under the terms of
the pooling and servicing agreement or servicing agreement, all reasonable
servicing transfer costs may be paid by the predecessor master servicer or
servicer upon presentation of reasonable documentation of such costs, and if
such predecessor master servicer or servicer defaults in its obligation to pay
such costs, such costs may be paid by the successor master servicer or the
trustee (in which case the successor master servicer, the servicer or the
trustee, as applicable, shall be entitled to reimbursement from the assets of
the trust fund).

     If the trustee succeeds to any duties of the master servicer or servicer
respecting the mortgage loans, it will do so in a separate capacity and not in
its capacity as trustee and, accordingly, the provisions of the operative
agreements concerning the trustee's duties will be inapplicable to the trustee
in its duties as successor in the servicing of the Mortgage Loans (although such
provisions shall continue to apply to the trustee in its capacity as trustee);
the provisions of the operative agreements relating to the master servicer or
servicer, however, shall apply to it in its capacity as successor.

     Upon any termination or appointment of a successor to the master servicer
or the servicer the trustee shall give prompt written notice thereof to security
holders of record pursuant to the agreements and to the rating agencies if
required by the pooling and servicing agreement or servicing agreement.


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     Certain Matters Regarding the Trustee

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of any trustee may be required to be borne by the
related trust fund.

     The trustee for each series of securities generally will be entitled to
indemnification, from amounts held in the distribution account for the series,
for any loss, liability or expense incurred by the trustee in connection with
the trustee's acceptance or administration of its trusts under the related
pooling and servicing agreement or indenture unless the loss, liability, cost or
expense was incurred by reason of willful misfeasance, bad faith or negligence
on the part of the trustee in the performance of its obligations and duties, or
by reason of its reckless disregard of its obligations or duties.

     Resignation and Removal of the Trustee

     The trustee may at any time resign and be discharged from the trust by
giving written notice thereof to the depositor, the servicer, each rating agency
and other applicable parties. Upon receiving such notice of resignation, the
depositor shall promptly appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
trustee and one copy to the successor trustee. The depositor may also remove the
trustee if the trustee ceases to be eligible to continue under the pooling and
servicing agreement or if the trustee becomes insolvent. Upon becoming aware of
the circumstances, the depositor will be obligated to appoint a successor
trustee. The trustee may also be removed at any time by holders of securities
evidencing not less than 51%, or such other percentage as is specified in the
applicable prospectus supplement, of the aggregate undivided interests (or, if
applicable, voting rights) in the related trust fund. 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. If the trustee
resigns or is removed by the depositor, the expenses associated with the change
of trustees will be paid by the former trustee and reimbursed from the
distribution account by the paying agent. If the trustee is removed by holders
of securities, such holders shall be responsible for paying any compensation
payable to a successor trustee, in excess of the amount paid to the predecessor
trustee.

                       MATERIAL LEGAL ASPECTS OF THE LOANS

     The following discussion contains general summaries of material legal
matters relating to the loans. Because the legal matters are determined
primarily by applicable state law and because state laws may differ
substantially, the summaries do not purport to be complete, to reflect the laws
of any particular state or to encompass the laws of all states in which security
for the loans may be situated. The summaries are qualified in their entirety by
reference to the applicable laws of the states in which loans may be originated.

GENERAL

     Single Family Loans, Multifamily Loans and Home Equity Loans. The loans may
be secured by deeds of trust, mortgages, security deeds or deeds to secure debt,
depending upon the prevailing practice in the state in which the property
subject to the loan is located. A mortgage


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creates a lien upon the real property encumbered by the mortgage. The mortgage
lien generally is not prior to the lien for real estate taxes and assessments.
Priority between mortgages depends on their terms and generally on the order of
recording with a state or county office. There are two parties to a mortgage:
the mortgagor, who is the borrower and owner of the mortgaged property, and the
mortgagee, who is the lender. Under the mortgage instrument, the mortgagor
delivers to the mortgagee a note or bond and the mortgage. Although a deed of
trust is similar to a mortgage, a deed of trust formally has three parties: the
borrower-property owner called the trustor (similar to a mortgagor), a lender
(similar to a mortgagee) called the beneficiary, and a third-party grantee
called the trustee. Under a deed of trust, the borrower grants the property,
irrevocably until the debt is paid, in trust, generally with a power of sale, to
the trustee to secure payment of the obligation. A security deed and a deed to
secure debt are special types of deeds which indicate on their face that they
are granted to secure an underlying debt. By executing a security deed or deed
to secure debt, the grantor conveys to the grantee title to, as opposed to
merely creating a lien upon, the subject property until such time as the
underlying debt is repaid. The trustee's authority under a deed of trust, the
mortgagee's authority under a mortgage and the grantee's authority under a
security deed or deed to secure debt are governed by law and, with respect to
some deeds of trust, the directions of the beneficiary.

     Cooperative Loans. Certain of the loans may be cooperative loans. The
cooperative owns all the real property that comprises the related project,
including the land, separate dwelling units and all common areas. The
cooperative is directly responsible for project management and, in most cases,
payment of real estate taxes and hazard and liability insurance. If, as is
generally the case, there is a blanket mortgage on the cooperative and/or
underlying land, the cooperative, as project mortgagor, is also responsible for
meeting these mortgage obligations. A blanket mortgage is ordinarily incurred by
the cooperative in connection with the construction or purchase of the
cooperative's apartment building. The interest of the occupant under proprietary
leases or occupancy agreements to which the cooperative is a party are generally
subordinate to the interest of the holder of the blanket mortgage in that
building. If the cooperative is unable to meet the payment obligations arising
under its blanket mortgage, the mortgagee holding the blanket mortgage could
foreclose on that mortgage and terminate all subordinate proprietary leases and
occupancy agreements. In addition, the blanket mortgage on a cooperative may
provide financing in the form of a mortgage that does not fully amortize with a
significant portion of principal being due in one lump sum at final maturity.
The inability of the cooperative to refinance this mortgage and its consequent
inability to make such final payment could lead to foreclosure by the mortgagee
providing the financing. A foreclosure in either event by the holder of the
blanket mortgage could eliminate or significantly diminish the value of any
collateral held by the lender who financed the purchase by an individual
tenant-stockholder of cooperative shares or, in the case of a trust fund
including cooperative loans, the collateral securing the cooperative loans.

     A cooperative is owned by tenant-stockholders who, through ownership of
stock, shares or membership certificates in the corporation, receive proprietary
leases or occupancy agreements which confer exclusive rights to occupy specific
units. Generally, a tenant-stockholder of a cooperative must make a monthly
payment to the cooperative representing such tenant-stockholder's pro rata share
of the cooperative's payments for its blanket mortgage, real property taxes,
maintenance expenses and other capital or ordinary expenses. An ownership
interest in a cooperative and the accompanying rights are financed through a
cooperative share


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loan evidenced by a promissory note and secured by a security interest in the
occupancy agreement or proprietary lease and in the related cooperative shares.
The lender takes possession of the share certificate and a counterpart of the
proprietary lease or occupancy agreement and a financing statement covering the
proprietary lease or occupancy agreement and the cooperative shares is filed in
the appropriate state and local offices to perfect the lender's interest in its
collateral. Subject to the limitations discussed below, upon default of the
tenant-stockholder, the lender may sue for judgment on the promissory note,
dispose of the collateral at a public or private sale or otherwise proceed
against the collateral or against the 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.

     Manufactured Housing Contracts. Each Manufactured Housing Contract
evidences both

     o    the obligation of the borrower to repay the loan it represents, and

     o    the grant of a security interest in a manufactured home to secure
          repayment of the loan.

     The Manufactured Housing Contracts generally are "chattel paper" as defined
in the Uniform Commercial Code in effect in the states in which the manufactured
homes initially were registered. Pursuant to the UCC, the rules governing the
sale of chattel paper are similar to those governing the perfection of a
security interest in chattel paper. Under the related pooling and servicing
agreement, the depositor will transfer physical possession of the Manufactured
Housing Contracts to the trustee or its custodian. In addition the depositor
will file UCC-1 financing statements in the appropriate states to give notice of
the trustee's ownership of the Manufactured Housing Contracts. 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 a few states, where certificates of title are not
required for manufactured homes, security interests are perfected by the filing
of a financing statement under Article 9 of the UCC which has been adopted by
all states. 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 generally issued by the motor vehicles
department of the state. In states which 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 generally
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 that office, depending on state law.

     Unless otherwise specified in the related prospectus supplement, the master
servicer will be required to effect such notation or delivery of the required
documents and fees and to obtain possession of the certificate of title, as
appropriate under the laws of the state in which any manufactured home is
registered. If the master servicer fails to effect such notation or delivery,
due to clerical errors or otherwise, 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 trustee may not have a first priority security
interest in the manufactured home securing the affected Manufactured Housing
Contract. As manufactured homes have become larger and have often been attached
to their sites without any apparent intention to move them, courts in many
states


                                      124



have held that manufactured homes may, under certain circumstances, 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 file either a
"fixture filing" under the provisions of the UCC or a real estate mortgage under
the real estate laws of the state where the manufactured home is located. These
filings must be made in the real estate records office of the county where the
manufactured home is located. Generally, Manufactured Housing Contracts will
contain provisions prohibiting the borrower from permanently attaching the
manufactured home to its site. So long as the borrower does not violate this
agreement, a security interest in the manufactured home will be governed by the
certificate of title laws or the UCC, and the notation of the security interest
on the certificate of title or the filing of a UCC financing statement will be
effective to maintain the priority of the security interest in the manufactured
home. If, however, a manufactured home is permanently attached to its site,
other parties could obtain an interest in the manufactured home which is prior
to the security interest originally retained by the seller and transferred to
the depositor.

     The depositor will assign to the trustee, on behalf of the securityholders,
a security interest in the manufactured homes. Unless otherwise specified in the
related prospectus supplement, none of the depositor, the master servicer or the
trustee will amend the certificates of title to identify the trustee, on behalf
of the securityholders, as the new secured party and, accordingly, the depositor
or the seller will continue to be named as the secured party on the certificates
of title relating to the manufactured homes. In most states, the assignment is
an effective conveyance of the security interest without amendment of any lien
noted on the related certificate of title and the new secured party succeeds to
the depositor's rights as the secured party. However, in some states there
exists a risk that, in the absence of an amendment to the certificate of title,
assignment of the security interest might not be held effective against
creditors of the depositor or seller.

     In the absence of fraud, forgery or permanent affixation of the
manufactured home to its site by the home owner, or administrative error by
state recording officials, the notation of the lien of the trustee on the
certificate of title or delivery of the required documents and fees will be
sufficient to protect the trustee against the rights of subsequent purchasers of
the manufactured home or subsequent lenders who take a security interest in the
manufactured home. In the case of any manufactured home as to which the security
interest assigned to the depositor and the trustee is not perfected, the
security interest would be subordinate to, among others, subsequent purchasers
for value of the manufactured home and holders of perfected security interests
in the home. There also exists a risk that, in not identifying the trustee, on
behalf of the securityholders, as the new secured party on the certificate of
title, the security interest of the trustee could be released through fraud or
negligence.

     If the owner of a manufactured home moves it to a state other than the
state in which it initially is registered, the perfected security interest in
the manufactured home under the laws of most states would continue for four
months after relocation and thereafter until the owner re-registers the
manufactured home in the new state. If the owner were to relocate a manufactured
home to another state and re-register the manufactured home in the new state,
and if steps are not taken to re-perfect the trustee's security interest in the
new state, the security interest in the


                                      125



manufactured home would cease to be perfected. A majority of states generally
require surrender of a certificate of title to re-register a manufactured home.
Accordingly, the trustee must surrender possession if it holds the certificate
of title to the manufactured home or, in the case of manufactured homes
registered in states which provide for notation of lien, the master servicer
would receive notice of surrender if the security interest in the manufactured
home is noted on the certificate of title. Accordingly, the trustee would have
the opportunity to re-perfect its security interest in the manufactured home in
the new state. In states which do not require a certificate of title for
registration of a manufactured home, re-registration could defeat perfection.
Similarly, when a borrower under a Manufactured Housing Contract sells a
manufactured home, the lender must surrender possession of the certificate of
title or it will receive notice as a result of its lien noted thereon and
accordingly will have an opportunity to require satisfaction of the related
Manufactured Housing Contract before the lien is released. The master servicer
will be obligated, at its own expense, to take all steps necessary to maintain
perfection of security interests in the manufactured homes.

     Under the laws of most states, liens for repairs performed on a
manufactured home take priority even over a perfected security interest. The
depositor will obtain the representation of the seller that it has no knowledge
of any repair liens with respect to any manufactured home securing a
Manufactured Housing Contract. However, repair liens could arise at any time
during the term of a Manufactured Housing Contract. No notice will be given to
the trustee or securityholders in the event a repair lien arises.

FORECLOSURE

     Single Family Loans, Multifamily Loans and Home Equity Loans. Foreclosure
of a deed of trust is generally accomplished by a non-judicial sale under a
specific provision in the deed of trust which authorizes the trustee to sell the
mortgaged property at public auction upon any default by the borrower under the
terms of the note or deed of trust. In some states, such as California, the
trustee must record a notice of default and send a copy to the borrower-trustor,
to any person who has recorded a request for a copy of any notice of default and
notice of sale, to any successor in interest to the borrower-trustor, to the
beneficiary of any junior deed of trust and to certain other persons. Before
such non-judicial sale takes place, typically a notice of sale must be posted in
a public place and published during a specific period of time in one or more
newspapers, posted on the property and sent to parties having an interest of
record in the property.

     Foreclosure of a mortgage is generally accomplished by judicial action. The
action is initiated by the service of legal pleadings upon all parties having an
interest in the mortgaged property. Delays in completion of the foreclosure may
occasionally result from difficulties in locating necessary parties. Judicial
foreclosure proceedings are often not contested by any of the parties. When the
mortgagee's right to foreclosure is contested, the legal proceedings necessary
to resolve the issue can be time consuming. After the completion of a judicial
foreclosure proceeding, the court generally issues a judgment of foreclosure and
appoints a referee or other court officer to conduct the sale of the property.
In general, the borrower, or any other person having a junior encumbrance on the
real estate, may, during a statutorily prescribed reinstatement period, cure a
monetary default by paying the entire amount in arrears plus other designated
costs and expenses incurred in enforcing the obligation. Generally, state law
controls


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the amount of foreclosure expenses and costs, including attorneys' fees, which
may be recovered by a lender. After the reinstatement period has expired without
the default having been cured, the borrower or junior lienholder no longer has
the right to reinstate the loan and must pay the loan in full to prevent the
scheduled foreclosure sale. If the deed of trust is not reinstated, 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 state laws
require that a copy of the notice of sale be posted on the property and sent to
all parties having an interest in the real property.

     Although foreclosure sales are typically public sales, frequently no
third-party purchaser bids in excess of the lender's lien because of the
difficulty of determining the exact status of title to the property, the
possible deterioration of the property during the foreclosure proceedings and a
requirement that the purchaser pay for the property in cash or by cashier's
check. Thus the foreclosing lender often purchases the property from the trustee
or referee for an amount equal to the principal amount outstanding under the
loan plus accrued and unpaid interest and the expenses of foreclosure.
Thereafter, the lender will assume the burden of ownership, including obtaining
hazard insurance and making such repairs at its own expense as are necessary to
render the property suitable for sale. The lender will commonly obtain the
services of a real estate broker and pay the broker's commission in connection
with the sale of the property. Depending upon market conditions, the ultimate
proceeds of the sale of the property may not equal the lender's investment in
the property.

     When the beneficiary under a junior mortgage or deed of trust cures the
default on the related senior mortgage or reinstates or redeems the senior
mortgage by paying it in full, the amount paid by the beneficiary to cure,
reinstate or redeem the senior mortgage becomes part of the indebtedness secured
by the junior mortgage or deed of trust. See "--Junior Mortgages, Rights of
Senior Mortgages" below.

     Cooperative Loans. Cooperative shares owned by a tenant-stockholder and
pledged to a lender are, in almost all cases, subject to restrictions on
transfer as set forth in the cooperative's articles of incorporation and
by-laws, as well as in the proprietary lease or occupancy agreement, and may be
cancelled by the cooperative if the tenant-stockholder fails to pay rent or
other obligations or charges owed, including mechanics' liens against the
cooperative apartment building incurred by such tenant-stockholder. The
proprietary lease or occupancy agreement generally permits the cooperative to
terminate such lease or agreement in the event an obligor fails to make payments
or defaults in the performance of covenants required thereunder. Typically, the
lender and the cooperative enter into a recognition agreement which establishes
the rights and obligations of both parties in the event of a default by the
tenant-stockholder on its obligations under the proprietary lease or occupancy
agreement. A default by the tenant-stockholder under the proprietary lease or
occupancy agreement will usually constitute a default under the security
agreement between the lender and the tenant-stockholder.

     The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the cooperative will take no action to terminate such lease or
agreement until the lender has been provided with an opportunity to cure the
default. The recognition agreement typically provides, that if the proprietary
lease or occupancy agreement is terminated, the cooperative will recognize the
lender's lien against proceeds from the sale of the cooperative apartment,
subject, however, to


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

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

     In some states, foreclosure on the cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the UCC and the security
agreement relating to those shares. Article 9 of the UCC requires that a sale be
conducted in a "commercially reasonable" manner. Whether a foreclosure sale has
been conducted in a "commercially reasonable" manner will depend on the facts in
each case. In determining commercial reasonableness, a court will look to the
notice given the debtor and the method, manner, time, place and terms of the
foreclosure.

     Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the
indebtedness secured by the lender's security interest. The recognition
agreement, however, generally provides that the lender's right to reimbursement
is subject to the right of the cooperative to receive sums due under the
proprietary lease or occupancy agreement. If there are proceeds remaining, the
lender must account for the surplus to subordinate lenders or the
tenant-stockholder as provided in the UCC. Conversely, if a portion of the
indebtedness remains unpaid, the tenant-stockholder is generally responsible for
the deficiency. See "--Anti-Deficiency Legislation and Other Limitations on
Lenders" below.

     In the case of foreclosure on a building which was converted from a rental
building to a building owned by a cooperative under a non-eviction plan, some
states require that a purchaser at a foreclosure sale take the property subject
to rent control and rent stabilization laws which apply to certain tenants who
elected to remain in the building but who did not purchase shares in the
cooperative when the building was so converted.

REPOSSESSION OF MANUFACTURED HOMES

     Repossession of manufactured housing is governed by state law. A number of
states have enacted legislation that requires that the debtor be given an
opportunity to cure a monetary default (typically 30 days to bring the account
current) before repossession can commence. So long as a manufactured home has
not become attached to real estate in such way that it may be treated as a part
of the real estate under applicable state law, repossession in the event of a
default by the obligor will generally be governed by the UCC. Article 9 of the
UCC provides the statutory framework for the repossession of manufactured
housing. While the UCC as adopted by the various states may vary in certain
particulars, the general repossession procedure is discussed below.


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     Because manufactured homes generally depreciate in value, it is unlikely
that repossession and resale of a manufactured home will result in the full
recovery of the outstanding principal and unpaid interest on the related
defaulted Manufactured Housing Contract.

     Except in those states where the debtor must receive notice of the right to
cure a default, repossession can commence immediately upon default without prior
notice. Repossession may be effected either through self-help (peaceable
retaking without court order), voluntary repossession or through judicial
process (repossession pursuant to court-issued writ of replevin). The self-help
and/or voluntary repossession methods, which are more commonly employed, are
accomplished simply by retaking possession of the manufactured home. In cases in
which the debtor objects or raises a defense to repossession, a court order must
be obtained from the appropriate state court, and the manufactured home must
then be repossessed in accordance with that order. Whether the method employed
is self-help, voluntary repossession or judicial repossession, the repossession
can be accomplished either by an actual physical removal of the manufactured
home to a secure location for refurbishment and resale or by removing the
occupants and their belongings from the manufactured home and maintaining
possession of the manufactured home on the location where the occupants were
residing. Various factors may affect whether the manufactured home is physically
removed or left on location, such as the nature and term of the lease of the
site on which it is located and the condition of the unit. In many cases,
leaving the manufactured home on location is preferable, in the event that the
home is already set up, because the expenses of retaking and redelivery will be
saved. However, in those cases where the home is left on location, expenses for
site rentals will usually be incurred.

     Once repossession has been achieved, preparation for the subsequent
disposition of the manufactured home can commence. The disposition may be by
public or private sale provided the method, manner, time, place and other terms
of the sale are commercially reasonable.

     Sale proceeds are to be applied first to reasonable repossession expenses
(expenses incurred in retaking, storage, preparing for sale to include
refurbishing costs and selling) and then to satisfaction of the indebtedness.
While some states impose prohibitions or limitations on deficiency judgments if
the net proceeds from resale do not cover the full amount of the indebtedness,
the remainder may be sought from the debtor in the form of a deficiency judgment
in those states that do not prohibit or limit such judgments. The deficiency
judgment is a personal judgment against the debtor for the shortfall.
Occasionally, after resale of a manufactured home and payment of all expenses
and indebtedness, there is a surplus of funds. In that case, the UCC requires
the party suing for the deficiency judgment to remit the surplus to the
subordinate creditors or the debtor, as provided in the UCC. Because the
defaulting owner of a manufactured home generally has very little capital or
income available following repossession, a deficiency judgment may not be sought
in many cases or, if obtained, will be settled at a significant discount in
light of the defaulting owner's strained financial condition.

     Any contract secured by a manufactured home located in Louisiana will be
governed by Louisiana Revised Statutes in addition to Article 9 of the UCC.
Louisiana law provides similar mechanisms for perfection and enforcement of a
security interest in manufactured housing used as collateral for an installment
sale contract or installment loan agreement.


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     Under Louisiana law, a manufactured home that has been permanently affixed
to real estate will nevertheless remain subject to the motor vehicle
registration laws unless the obligor and any holder of a security interest in
the property execute and file in the real estate records for the parish in which
the property is located a document converting the unit into real property. A
manufactured home that is converted into real property but is then removed from
its site can be converted back to personal property governed by the motor
vehicle registration laws if the obligor executes and files various documents in
the appropriate real estate records and all mortgagees under real estate
mortgages on the property and the land to which it was affixed file releases
with the motor vehicle commission.

     So long as a manufactured home remains subject to the Louisiana motor
vehicle laws, liens are recorded on the certificate of title by the motor
vehicle commissioner and repossession can be accomplished only after the
obligor's abandonment or with the obligor's consent given after or in
contemplation of default, or pursuant to judicial process and seizure by the
sheriff.

RIGHTS OF REDEMPTION

     Single Family Loans, Multifamily Loans and Home Equity Loans. In some
states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the
borrower and foreclosed junior lienors are given a statutory period in which to
redeem the mortgaged property from the foreclosure sale. In some states,
redemption may occur only upon payment of the entire principal balance of the
loan plus 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. The effect of a statutory right of redemption would defeat the title
of any purchaser from the lender subsequent to foreclosure or sale under a deed
of trust. Consequently, the practical effect of the redemption right is to force
the lender to retain the property and pay the expenses of ownership until the
redemption period has run.

     Manufactured Housing Contracts. While state laws do not usually require
notice to be given debtors prior to repossession, many states do require
delivery of a notice of default and of the debtor's right to cure defaults
before repossession. The law in most states also requires that the debtor be
given notice of sale prior to the resale of a manufactured home so that the
owner may redeem at or before resale. In addition, the sale generally must
comply with the requirements of the UCC.

EQUITABLE LIMITATIONS ON REMEDIES

     In connection with lenders' attempts to realize upon their security, courts
have invoked general equitable principles. The equitable principles are
generally designed to relieve the borrower from the legal effect of 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 of the borrower's default and the
likelihood that the borrower will be able to reinstate the loan. In some cases,
courts have substituted their judgment for the lender's judgment and have
required 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 a lender to realize upon its
security if the default under the security agreement is not monetary, such as
the


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borrower's failure to maintain the property adequately or the borrower's
execution of secondary financing affecting 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 security agreements receive notices in addition to the
statutorily prescribed minimums. For the most part, these cases have upheld the
notice provisions as being reasonable or have found that, in some cases
involving the sale by a trustee under a deed of trust or by a mortgagee under a
mortgage having a power of sale, there is insufficient state action to afford
constitutional protections to the borrower.

ANTI-DEFICIENCY LEGISLATION AND OTHER LIMITATIONS ON LENDERS

     Generally, Article 9 of the UCC governs foreclosure on cooperative shares
and the related proprietary lease or occupancy agreement. Certain states,
including California, have adopted statutory prohibitions restricting the right
of the beneficiary or mortgagee to obtain a deficiency judgment against
borrowers financing the purchase of their residence or following sale under a
deed of trust or certain other foreclosure proceedings. A deficiency judgment is
a personal judgment against the borrower equal in most cases to the difference
between the amount due to the lender and the fair market value of the real
property sold at the foreclosure sale. As a result of these prohibitions, it is
anticipated that in many instances the master servicer will not seek deficiency
judgments against defaulting borrowers. Under the laws applicable in most
states, a creditor is entitled to obtain a deficiency judgment for any
deficiency following possession and resale of a manufactured home. However, some
states impose prohibitions or limitations on deficiency judgments in these
cases.

     In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the Bankruptcy Code, the
federal Servicemembers Civil Relief Act and state laws affording relief to
debtors, may interfere with or affect the ability of the secured mortgage lender
to realize upon its security. For example, in a proceeding under the Bankruptcy
Code, a lender may not foreclose on the mortgaged property without the
permission of the bankruptcy court. If the mortgaged property is not the
debtor's principal residence and the bankruptcy court determines that the value
of the mortgaged property is less than the principal balance of the mortgage
loan, the rehabilitation plan proposed by the debtor may

     o    reduce the secured indebtedness to the value of the mortgaged property
          as of the date of the commencement of the bankruptcy thereby rendering
          the lender a general unsecured creditor for the difference,

     o    reduce the monthly payments due under the mortgage loan,

     o    change the rate of interest of the mortgage loan, and

     o    alter the mortgage loan repayment schedule.

     The effect of proceedings under the Bankruptcy Code, including but not
limited to any automatic stay, could result in delays in receiving payments on
the mortgage loans underlying a series of certificates and possible reductions
in the aggregate amount of payments.


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     The federal tax laws provide priority to certain tax liens over the lien of
a mortgage or secured party. In addition, substantive requirements are imposed
upon mortgage lenders in connection with the origination and the servicing of
mortgage loans by numerous federal and some state consumer protection laws.
These laws include the federal Truth-in-Lending Act, or TILA, as implemented by
Regulation Z, Real Estate Settlement Procedures 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 and who fail to comply with the provisions of the law. In some
cases, this liability may affect assignees of the mortgage loans. In particular,
an originator's failure to comply with certain requirements of the federal TILA,
as implemented by Regulation Z, could subject both originators and assignees of
such obligations to monetary penalties and could result in borrowers' rescinding
the mortgage loans either against the originators or assignees. Further, the
failure of the originator to use the correct form of notice of right to cancel
in connection with non-purchase money transactions could subject the originator
and assignees to extended borrower rescission rights.

HOMEOWNERSHIP ACT AND SIMILAR STATE LAWS

     Some of the mortgage loans, known as High Cost Loans, may be subject to the
Home Ownership and Equity Protection Act of 1994, or Homeownership Act, which
amended TILA to provide new requirements applicable to loans not made to finance
the purchase of a mortgaged property that exceed certain interest rate and/or
points and fees thresholds. The Homeownership Act requires certain additional
disclosures, specifies when those disclosures are to be made and limits or
prohibits inclusion of certain features in High Cost Loans. Purchasers or
assignees of any High Cost Loan, including any trust, could be liable under
federal law for all claims and be subject to all defenses that the borrower
could assert against the originator of the High Cost Loan under TILA 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
Homeownership Act. Remedies available to the borrower include monetary penalties
as well as rescission rights, if the appropriate disclosures were not given as
required or if the particular loan includes features prohibited by the
Homeownership Act. The maximum damages that may be recovered from an assignee,
including the related 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 levels that are designed to
discourage predatory lending practices. Some states have enacted, and other
state or local governments may enact, laws that impose requirements and
restrictions greater than those in the Homeownership Act. These laws prohibit
inclusion of certain features in mortgage loans that have interests 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 a mortgage loan, including the related trust, could
be exposed to all claims and defenses that the borrower could assert against the
originator of the mortgage loan for a violation of state law. Claims and
defenses available to the borrower could include actual, statutory and punitive
damages, costs and attorneys' fees, rescission rights, defenses to foreclosure
action or an action to collect, and other equitable remedies.


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     The depositor will represent and warrant that all of the mortgage loans in
the related pool complied in all material respects with all applicable local,
state and federal laws at the time of origination. Although the depositor will
be obligated to repurchase any mortgage loan as to which a breach of its
representation and warranty has occurred (so long as the breach is materially
adverse to the interests of the securityholders), the repurchase price of those
mortgage loans could be less than the monetary damages and/or any equitable
remedies imposed pursuant to various state laws.

     Lawsuits have been brought in various states making claims against
assignees of High Cost 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. Under the anti-predatory lending laws of some states, the borrower is
required to meet a net tangible benefits test in connection with the origination
of the related mortgage loan. This test may be highly subjective and open to
interpretation. As a result, a court may determine that a mortgage loan does not
meet the test even if the originator reasonably believed that the test was
satisfied. Any determination by a court that the mortgage loan does not meet the
test will result in a violation of the state anti-predatory lending law, in
which case the related seller will be required to purchase that mortgage loan
from the trust.

     The so-called Holder-in-Due-Course Rule of the Federal Trade Commission has
the effect of subjecting a seller and certain related creditors and their
assignees in a consumer credit transaction, and any assignee of the creditor, to
all claims and defenses which the debtor in the transaction could assert against
the seller of the goods. Liability under this FTC Rule is limited to the amounts
paid by a debtor on a Manufactured Housing Contract, and the holder of the
Manufactured Housing Contract may also be unable to collect amounts still due
under the Manufactured Housing Contract.

     Most of the Manufactured Housing Contracts in a pool will be subject to the
requirements of this FTC Rule. Accordingly, the trustee, as holder of the
Manufactured Housing Contracts, will be subject to any claims or defenses that
the purchaser of the related manufactured home may assert against the seller of
the manufactured home, or that the purchaser of the home improvements may assert
against the contractor, subject to a maximum liability equal to the amounts paid
by the obligor on the Manufactured Housing Contract. If an obligor is successful
in asserting any such claim or defense, and if the seller had or should have had
knowledge of such claim or defense, the master servicer will have the right to
require the seller to repurchase the Manufactured Housing Contract because of a
breach of its representation and warranty that no claims or defenses exist which
would affect the borrower's obligation to make the required payments under the
Manufactured Housing Contract.

     A number of lawsuits are pending in the United States alleging personal
injury from exposure to the chemical formaldehyde, which is present in many
building materials including such manufactured housing components as plywood
flooring and wall paneling. Some of these lawsuits are pending against
manufacturers of manufactured housing, suppliers of component parts and others
in the distribution process. Plaintiffs have won judgments in some of these
lawsuits.


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     Under the FTC Rule discussed above, the holder of a Manufactured Housing
Contract secured by a manufactured home with respect to which a formaldehyde
claim has been asserted successfully may be liable to the borrower for the
amount paid by the borrower on that Manufactured Housing Contract and may be
unable to collect amounts still due under that Manufactured Housing Contract.
Because the successful assertion of this type of claim would constitute the
breach of a representation or warranty of the seller, the related
securityholders would suffer a loss only to the extent that

     o    the seller fails to perform its obligation to repurchase that
          Manufactured Housing Contract, and

     o    the seller, the applicable depositor or the trustee is unsuccessful in
          asserting a claim of contribution or subrogation on behalf of the
          securityholders against the manufacturer or other who are directly
          liable to the plaintiff for damages.

     Typical product liability insurance policies held by manufacturers and
component suppliers of manufactured homes may not cover liabilities from the
presence of formaldehyde in manufactured housing. As a result, recoveries from
manufacturers and component suppliers may be limited to their corporate assets
without the benefit of insurance.

DUE-ON-SALE CLAUSES

     Unless otherwise provided in the related prospectus supplement, each
conventional loan will contain a due-on-sale clause which will generally provide
that, if the mortgagor or obligor sells, transfers or conveys the mortgaged
property, the loan may be accelerated by the mortgagee or secured party. Unless
otherwise provided in the related prospectus supplement, the master servicer
will, to the extent it has knowledge of the sale, transfer or conveyance,
exercise its rights to accelerate the maturity of the related loans through
enforcement of the due-on-sale clauses, subject to applicable state law. Section
341(b) of the Garn-St. Germain Depository Institutions Act of 1982 (Garn-St.
Germain) permits a lender, subject to certain conditions, to "enter into or
enforce a contract containing a due-on-sale clause with respect to a real
property loan," notwithstanding any contrary state law. Garn-St. Germain gave
states that previously had enacted "due-on-sale" restrictions a three-year
window to reenact the previous restrictions or enact new restrictions. Only six
states acted within this window period: Arizona, Florida, Michigan, Minnesota,
New Mexico and Utah. Consequently, due-on-sale provisions in documents governed
by the laws of those state are not preempted by federal law. With respect to
loans secured by an owner-occupied residence including a manufactured home, the
Garn-St Germain Act sets forth nine specific instances in which a mortgagee
covered by the act may not exercise its rights under a due-on-sale clause,
notwithstanding the fact that a transfer of the property may have occurred. The
inability to enforce a due-on-sale clause may result in transfer of the
mortgaged property to an uncreditworthy person, which could increase the
likelihood of default, or may result in a mortgage bearing an interest rate
below the current market rate being assumed by a new home buyer, which may
affect the average life of the loans and the number of loans which may extend to
maturity.


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     In addition, under the federal Bankruptcy Code, due-on-sale clauses may not
be enforceable in bankruptcy proceedings and under certain circumstances may be
eliminated in a resulting loan modification.

PREPAYMENT CHARGES; LATE FEES

     Under certain state laws, prepayment charges with respect to prepayments on
loans secured by liens encumbering owner-occupied residential properties may not
be imposed after a certain period of time following the origination of a loan.
Since many of the mortgaged properties will be owner-occupied, it is anticipated
that prepayment charges may not be imposed with respect to many of the loans.
The absence of this type of a restraint on prepayment, particularly with respect
to fixed rate loans having higher loan rates or APRs, may increase the
likelihood of refinancing or other early retirement of the loans. Legal
restrictions, if any, on prepayment of Multifamily Loans will be described in
the related prospectus supplement.

     Loans may also contain provisions obligating the borrower to pay a late fee
if payments are not timely made. In some states there may be specific
limitations on the late charges that a lender may collect from the borrower for
delinquent payments. Unless otherwise specified in the related prospectus
supplement, late fees will be retained by the applicable servicer as additional
servicing compensation.

     Some state laws restrict the imposition of prepayment charges and late fees
even when the loans expressly provide for the collection of those charges.
Although the Alternative Mortgage Transaction Parity Act 1982, or the Parity
Act, permits the collection of prepayment charges and late fees in connection
with some types of eligible loans preempting any contrary state law
prohibitions, some states may not recognize the preemptive authority of the
Parity Act or have formally opted out of the Parity Act. As a result, it is
possible that prepayment charges may not be collected even on loans that provide
for the payment of those charges unless otherwise specified in the accompanying
prospectus supplement. The master servicer or any 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 securities. The Office of Thrift Supervision or
OTS, the agency that administers the Parity Act for unregulated housing
creditors, has withdrawn its favorable Parity Act regulations and chief counsel
opinions that authorized lenders to charge prepayment charges and late fees in
certain circumstances notwithstanding contrary state law, effective July 1,
2003. However, the OTS's ruling does not have retroactive effect on loans
originated before July 1, 2003.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to certain
types of residential first mortgage loans originated by certain lenders after
March 31, 1980. The Office of Thrift Supervision, as successor to the Federal
Home Loan Bank Board, is authorized to issue rules and regulations and to
publish interpretations governing implementation of Title V. The statute
authorized any state to reimpose limitations on interest rates and finance
charges by adopting before April 1, 1983 a law or constitutional provision which
expressly rejects application of the federal law. Fifteen


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states adopted such a law prior to the April 1, 1983 deadline. In addition, even
where Title V was not rejected, any state is authorized to adopt a provision
limiting discount points or other charges on loans covered by Title V. No
Manufactured Housing Contract secured by a manufactured home located in any
state in which application of Title V was expressly rejected or a provision
limiting discount points or other charges has been adopted will be included in
any trust fund if the Manufactured Housing Contract imposes finance charges or
provides for discount points or charges in excess of permitted levels.

     Title V also provides that state usury limitations will not apply to any
loan which is secured by a first lien on certain kinds of manufactured housing
provided that certain conditions are satisfied. These conditions relate to the
terms of any prepayment, balloon payment, late charges and deferral fees and the
requirement of a 30-day notice period prior to instituting any action leading to
repossession of or foreclosure with respect to the related unit.

SERVICEMEMBERS CIVIL RELIEF ACT

     Generally, under the terms of the Servicemembers Civil Relief Act (referred
to herein as the Relief Act), borrowers who enter military service after the
origination of their mortgage loan may not be charged interest above an annual
rate of 6% during the period of active duty status. In addition to adjusting the
interest, the lender must forgive any such interest in excess of the annual 6%
rate, unless a court or administrative agency of the United States or of any
state orders otherwise upon application of the lender. The Relief Act applies to
borrowers who are members of the Air Force, Army, Marines, Navy 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. The Relief Act
also applies to borrowers who are members of the National Guard or are on
reserve status at the time their mortgage is originated and are later called to
active duty.

     Some states, such as California, provide similar protection to National
Guard members called up to active service and reservists called to active duty
as that provided by the Relief Act. It is possible that the interest rate
limitation could have an effect, for an indeterminate period of time, on the
ability of the master servicer to collect full amounts of interest on affected
mortgage loans. Unless otherwise provided in the related prospectus supplement,
any shortfall in interest collections resulting from the application of the
Relief Act or a similar state law could result in losses to the related
securityholders. In addition, the Relief Act imposes limitations which would
impair the ability of the master servicer to foreclose on an affected mortgage
loan during the borrower's period of active duty status. Thus, in the event that
a mortgage loan goes into default, the application of the Relief Act could cause
delays and losses occasioned by the lender's inability to realize upon the
mortgaged property in a timely fashion.

ENVIRONMENTAL RISKS

     Real property pledged as security to a lender may be subject to unforeseen
environmental risks. Under the laws of certain states, contamination of a
property may give rise to a lien on the property to assure the payment of the
costs of clean-up. In several states such a lien has priority over the lien of
an existing mortgage against such property. In addition, under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(CERCLA), the United States Environmental Protection Agency (EPA) may impose a
lien on property where


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the EPA has incurred clean-up costs. However, a CERCLA lien is subordinate to
pre-existing, perfected security interests.

     Under the laws of some states and under CERCLA, there is a possibility that
a lender may be held liable as an "owner" or "operator" for costs of addressing
releases or threatened releases of hazardous substances at a property,
regardless of whether or not the environmental damage or threat was caused by a
current or prior owner or operator. CERCLA imposes liability for such costs on
any and all "responsible parties," including owners or operators of the property
who did not cause or contribute to the contamination. Furthermore, liability
under CERCLA is not limited to the original or outstanding balance of a loan or
to the value of the related mortgaged property. 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 "owner" or
"operator" those who, without participating in the management of a facility,
hold indicia of ownership primarily to protect a security interest in the
facility. Thus, if a lender's activities begin to encroach on the actual
management of a contaminated facility or property, the lender may incur
liability as an "owner" or "operator" under CERCLA. Similarly, if a lender
forecloses and takes title to a contaminated facility or property, the lender
may incur CERCLA liability in various circumstances, including, but not limited
to, when it holds the facility or property as an investment, including leasing
the facility or property to a third party, or fails to market the property in a
timely fashion.

     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996,
or Conservation Act, amended, among other things, the provisions of CERCLA with
respect to lender liability and the secured creditor exemption. The Conservation
Act offers substantial protection to lenders by defining the activities which a
lender can engage in without losing 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 management or
operational affairs of the mortgaged property. The Conservation Act provides
that "merely having the capacity to influence, or the 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 (1)
exercises decision-making control over the borrower's environmental compliance
and hazardous substance handling or disposal practices for the mortgaged
property, or (2) assumes responsibility for the overall management of the
mortgaged property, including day-to-day decision-making for environmental
compliance, or (3) assumes 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 in the event
that it forecloses on a mortgaged property, purchases it at a foreclosure sale
or accepts a deed-in-lieu of foreclosure so long as the lender seeks to sell the
mortgaged property at the earliest practicable commercially reasonable time on
commercially reasonable terms.

     CERCLA does not apply to petroleum products, and the secured creditor
exclusion does not govern liability for cleanup costs under federal laws other
than CERCLA, in particular Subtitle I of the federal Resource Conservation and
Recovery Act, which regulates underground petroleum storage tanks other than
heating oil tanks. The EPA has adopted a lender liability rule for underground
storage tanks under Subtitle I of the Resource Conservation Act. Under this
rule, a holder of a security interest in an underground storage tank or real
property containing an underground storage tank is not considered an operator of
the underground storage tank as long


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as petroleum is not added to, stored in or dispensed from the tank. Moreover,
under the Conservation Act, the protections accorded to lenders under CERCLA are
also accorded to holders of security interests in underground petroleum storage
tanks. It should be noted, however, that liability for cleanup of petroleum
contamination may be governed by state law, which may not provide for any
specific protection for secured creditors.

     The Conservation Act specifically addresses the potential liability under
CERCLA of lenders that hold mortgages or similar conventional security interests
in real property, as the trust fund generally does in connection with the loans.
However, the Conservation Act does not clearly address the potential liability
of lenders who retain legal title to a property and enter into an agreement with
the purchaser for the payment of the purchase price and interest over the term
of the contract as is the case with the installment contracts.

     If a lender (including a lender under an installment contract) is or
becomes liable under CERCLA, it may be authorized to bring a statutory action
for contribution against any other "responsible parties," including a previous
owner or operator. However, these persons or entities may be bankrupt or
otherwise judgment proof, and the costs associated with environmental cleanup
and related actions may be substantial. Moreover, some state laws imposing
liability for addressing hazardous substances do not contain exemptions from
liability for lenders. Whether the costs of addressing contamination at a
property pledged as collateral for one of the loans (or at a property subject to
an installment contract), would be imposed on the trust fund, and thus occasion
a loss to the securityholders, depends on the specific factual and legal
circumstances at issue.

     Except as otherwise specified in the applicable prospectus supplement, at
the time the mortgage loans were originated, no environmental assessment or a
very limited environment assessment of the mortgage properties was conducted.

     Traditionally, many residential mortgage lenders have not taken steps to
determine whether contaminants are present on a mortgaged property prior to the
origination of a single family mortgage loan or prior to foreclosure or
accepting a deed-in-lieu of foreclosure. Except as otherwise specified in the
applicable prospectus supplement, neither the depositor nor any master 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 with respect to
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 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.

     The pooling and servicing agreement will provide that the master servicer,
acting on behalf of the trust fund, may not acquire title to a multifamily
residential property or mixed-use property underlying a loan or take over its
operation unless the master servicer has previously determined, based upon a
report prepared by a person who regularly conducts environmental audits, that
the mortgaged property is in compliance with applicable environmental laws and


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regulations or that the acquisition would not be more detrimental than
beneficial to the value of the mortgaged property and the interests of the
related securityholders.

THE HOME IMPROVEMENT CONTRACTS

     General. The Home Improvement Contracts, other than those that are
unsecured or secured by mortgages on real estate, generally are "chattel paper"
or constitute "purchase money security interests" each as defined in the UCC.
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 these contracts to the
trustee or a designated custodian or may retain possession of them as custodian
for the trustee. In addition, the depositor will file a UCC-1 financing
statement in the appropriate states to give notice of the trustee's ownership of
the contracts. Unless otherwise specified in the related 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 such assignment, the trustee's interest in
the contracts could be defeated.

     Security Interests in Home Improvements. The Home Improvement Contracts
that are secured by the related home improvements grant to the originator a
purchase money security interest in the home improvements to secure all or part
of the purchase price of the home improvements and related services. A financing
statement generally is not required to be filed to perfect a purchase money
security interest in consumer goods and the purchase money security interests
are assignable. In general, a purchase money security interest grants to the
holder a security interest that has priority over a conflicting security
interest in the same collateral and the proceeds of 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 generally be perfected by a timely fixture filing.
In general, a security interest does not exist under the UCC in ordinary
building material incorporated into an improvement on land. Home Improvement
Contracts that finance lumber, bricks, other types of ordinary building material
or other goods that are deemed to lose such characterization upon incorporation
of such materials into the related property, will not be secured by a purchase
money security interest in the home improvement being financed.

     Enforcement of Security Interest in Home Improvements. So long as the home
improvement has not become subject to the real estate law, a creditor can
repossess a home improvement securing a contract by voluntary surrender, by
"self-help" repossession that is "peaceful" (i.e., without breach of the peace)
or, in the absence of voluntary surrender and the ability to repossess without
breach of the peace, by judicial process. The holder of a contract must give the
debtor a number of days' notice, which varies from 10 to 30 days depending on
the state, prior to commencement of any repossession. The UCC and consumer
protection laws in most states place restrictions on repossession sales,
including requiring prior notice to the debtor and commercial reasonableness in
effecting such a sale. The law in most states also requires that the debtor be
given notice of any sale prior to resale of the unit that the debtor may redeem
at or before the resale.


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     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.

     Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws and general equitable principles, may limit or delay the
ability of a lender to repossess and resell collateral or enforce a deficiency
judgment.

INSTALLMENT CONTRACTS

     Under an installment contract the seller retains legal title to the
property and enters into an agreement with the purchaser/borrower for the
payment of the purchase price, plus interest, over the term of the contract.
Only after full performance by the borrower of the contract is the lender
obligated to convey title to the property to the purchaser. As with mortgage or
deed of trust financing, during the effective period of the installment
contract, the borrower is generally responsible for maintaining the property in
good condition and for paying real estate taxes, assessments and hazard
insurance premiums associated with the property.

     The method of enforcing the rights of the lender under an installment
contract varies on a state-by-state basis depending upon the extent to which
state courts are willing, or able pursuant to state statute, to enforce the
contract strictly according to the terms. The terms of installment contracts
generally provide that upon a default by the borrower, the borrower loses his or
her right to occupy the property, the entire indebtedness is accelerated, and
the buyer's equitable interest in the property is forfeited. The lender in such
a situation does not have to foreclose in order to obtain title to the property,
although in some cases a quiet title action is in order if the borrower has
filed the installment contract in local land records and an ejectment action may
be necessary to recover possession. In a few states, particularly in cases of
borrower default during the early years of an installment contract, the courts
will permit ejectment of the buyer and a forfeiture of his or her interest in
the property. However, most state legislatures have enacted provisions by
analogy to mortgage law protecting borrowers under installment contracts from
the harsh consequences of forfeiture. Under such statutes, a judicial or
nonjudicial foreclosure may be required, the lender may be required to give
notice of default and the borrower may be granted some grace period during which
the installment contract may be reinstated upon full payment of the default
amount and the borrower may have a post-foreclosure statutory redemption right.
In other states, courts in equity may permit a borrower with significant
investment in the property under an installment contract for the sale of real
estate to share in the proceeds of sale of the property after the indebtedness
is repaid or may otherwise refuse to enforce the forfeiture clause.
Nevertheless, generally speaking, the lender's procedures for obtaining
possession and clear title under an installment contract in a given state are
simpler and less time-consuming and costly than are the procedures for
foreclosing and obtaining clear title to a property subject to one or more
liens.


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JUNIOR MORTGAGES; RIGHTS OF SENIOR MORTGAGEES

     To the extent that the loans comprising the trust fund for a series are
secured by mortgages which are junior to other mortgages held by other lenders
or institutional investors, the rights of the trust fund (and therefore the
securityholders), as mortgagee under any such junior mortgage, are subordinate
to those of any mortgagee under any senior mortgage. The senior mortgagee has
the right to receive hazard insurance and condemnation proceeds and to cause the
property securing the loan to be sold upon default of the mortgagor, thereby
extinguishing the junior mortgagee's lien unless the junior mortgagee asserts
its subordinate interest in the property in foreclosure litigation and,
possibly, satisfies the defaulted senior mortgage. A junior mortgagee may
satisfy a defaulted senior loan in full and, in some states, may cure such
default and bring the senior loan current, in either event adding the amounts
expended to the balance due on the junior loan. In most states, absent a
provision in the mortgage or deed of trust, no notice of default is required to
be given to a junior mortgagee.

     The standard form of the mortgage used by most institutional lenders
confers on the mortgagee the right both to receive all proceeds collected under
any hazard insurance policy and all awards made in connection with condemnation
proceedings, and to apply such proceeds and awards to any indebtedness secured
by the mortgage, in such order as the mortgagee may determine. Thus, in the
event improvements on the property are damaged or destroyed by fire or other
casualty, or in the event the property is taken by condemnation, the mortgagee
or beneficiary under 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 a junior mortgage.

     Another provision sometimes found in the form of the mortgage or deed of
trust used by institutional lenders obligates the mortgagor to pay before
delinquency all taxes and assessments on the property and, when due, all
encumbrances, charges and liens on the property which appear prior to the
mortgage or 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, and to appear in and defend any action or proceeding purporting to affect
the property or the rights of the mortgagee under the mortgage. Upon a failure
of the mortgagor to perform any of these obligations, the mortgagee is given the
right under certain mortgages to perform the obligation itself, at its election,
with the mortgagor agreeing to reimburse the mortgagee for any sums expended by
the mortgagee on behalf of the mortgagor. All sums so expended by the mortgagee
become part of the indebtedness secured by the mortgage.

     The form of credit line trust deed or mortgage generally used by most
institutional lenders which make revolving credit line loans typically contains
a "future advance" clause, which provides, in essence, that additional amounts
advanced to or on behalf of the borrower by the beneficiary or lender are to be
secured by the deed of trust or mortgage. Any amounts so advanced after the
cut-off date with respect to any mortgage will not be included in the trust
fund. The priority of the lien securing any advance made under the clause may
depend in most states on whether the deed of trust or mortgage is called and
recorded as a credit line deed of trust or mortgage. If the beneficiary or
lender advances additional amounts, the advance is


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entitled to receive the same priority as amounts initially advanced under the
trust deed or mortgage, notwithstanding the fact that there may be junior trust
deeds or mortgages and other liens which intervene between the date of recording
of the trust deed or mortgage and the date of the future advance, and
notwithstanding that the beneficiary or lender had actual knowledge of such
intervening junior trust deeds or mortgages and other liens at the time of the
advance. In most states, the trust deed or mortgage lien securing mortgage loans
of the type which includes home equity credit lines applies retroactively to the
date of the original recording of the trust deed or mortgage, provided that the
total amount of advances under the home equity credit line does not exceed the
maximum specified principal amount of the recorded trust deed or mortgage,
except as to advances made after receipt by the lender of a written notice of
lien from a judgment lien creditor of the trustor.

THE TITLE I PROGRAM

     General. Certain of the loans contained in a trust fund may be loans
insured under the FHA Title I Insurance program created pursuant to Sections 1
and 2(a) of the National Housing Act of 1934. Under the Title I Program, the FHA
is authorized and empowered to insure qualified lending institutions against
losses on eligible loans. The Title I Program operates as a coinsurance program
in which the FHA insures up to 90% of certain losses incurred on an individual
insured loan, including the unpaid principal balance of the loan, but only to
the extent of the insurance coverage available in the lender's FHA insurance
coverage reserve account. The owner of the loan bears the uninsured loss on each
loan.

     Title I loan means a loan made to finance actions or items that
substantially protect or improve the basic livability or utility of a one- to
four-family residential property.

     There are two basic methods of lending or originating such loans which
include a "direct loan" or a "dealer loan." With respect to a direct loan, the
borrower makes application directly to a lender without any assistance from a
dealer, which application may be filled out by the borrower or by a person
acting at the direction of the borrower who does not have a financial interest
in the loan transaction, and the lender may disburse the loan proceeds solely to
the borrower or jointly to the borrower and other parties to the transaction.
With respect to a dealer loan, the dealer, who has a direct or indirect
financial interest in the loan transaction, assists the borrower in preparing
the loan application or otherwise assists the borrower in obtaining the loan
from the lender. The lender may disburse proceeds solely to the dealer or the
borrower or jointly to the borrower and the dealer or other parties to the
transaction. With respect to a dealer Title I loan, a dealer may include a
seller, a contractor or supplier of goods or services.

     Loans insured under the Title I Program are required to have fixed interest
rates and generally provide for equal installment payments due weekly, biweekly,
semi-monthly or monthly, except that a loan may be payable quarterly or
semi-annually where a borrower has an irregular flow of income. The first or
last payments (or both) may vary in amount but may not exceed 150% of the
regular installment payment, and the first payment may be due no later than two
months from the date of the loan. The note must contain a provision permitting
full or partial prepayment of the loan. The interest rate must be negotiated and
agreed to by the borrower and the lender and must be fixed for the term of the
loan and recited in the note. Interest on an insured loan must accrue from the
date of the loan and be calculated according to


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the actuarial method. The lender must assure that the note and all other
documents evidencing the loan are in compliance with applicable federal, state
and local laws.

     Each insured lender is required to use prudent lending standards in
underwriting individual loans and to satisfy the applicable loan underwriting
requirements under the Title I Program prior to its approval of the loan and
disbursement of loan proceeds. Generally, the lender must exercise prudence and
diligence to determine whether the borrower and any co-maker is solvent and an
acceptable credit risk, with a reasonable ability to make payments on the loan
obligation. The lender's credit application and review must determine whether
the borrower's income will be adequate to meet the periodic payments required by
the loan, as well as the borrower's other housing and recurring expenses, which
determination must be made in accordance with the expense-to-income ratios
published by the Secretary of HUD unless the lender determines and documents in
the loan file the existence of compensating factors concerning the borrower's
creditworthiness which support approval of the loan.

     Under the Title I Program, the FHA does not review or approve for
qualification for insurance the individual loans insured thereunder at the time
of approval by the lending institution (as is typically the case with other
federal loan programs). If, after a loan has been made and reported for
insurance under the Title I Program, the lender discovers any material
misstatement of fact or that the loan proceeds have been misused by the
borrower, dealer or any other party, it shall promptly report this to the FHA.
In such case, provided that the validity of any lien on the property has not
been impaired, the insurance of the loan under the Title I Program will not be
affected unless such material misstatements of fact or misuse of loan proceeds
was caused by (or was knowingly sanctioned by) the lender or its employees.

     Requirements for Title I Loans. The maximum principal amount for Title I
loans must not exceed the actual cost of the project plus any applicable fees
and charges allowed under the Title I Program; provided that such maximum amount
does not exceed $25,000 (or the current applicable amount) for a single family
property improvement loan. Generally, the term of a Title I loan may not be less
than six months nor greater than 20 years and 32 days. A borrower may obtain
multiple Title I loans with respect to multiple properties, and a borrower may
obtain more than one Title I loan with respect to a single property, in each
case as long as the total outstanding balance of all Title I loans in the same
property does not exceed the maximum loan amount for the type of Title I loan
thereon having the highest permissible loan amount.

     Borrower eligibility for a Title I loan requires that the borrower have at
least a one-half interest in either fee simple title to the real property, a
lease thereof for a term expiring at least six months after the final maturity
of the Title I loan or a recorded land installment contract for the purchase of
the real property. In the case of a Title I loan with a total principal balance
in excess of $15,000, if the property is not occupied by the owner, the borrower
must have equity in the property being improved at least equal to the principal
amount of the loan, as demonstrated by a current appraisal. Any Title I loan in
excess of $7,500 must be secured by a recorded lien on the improved property
which is evidenced by a mortgage or deed of trust executed by the borrower and
all other owners in fee simple.

     The proceeds from a Title I loan may be used only to finance property
improvements which substantially protect or improve the basic livability or
utility of the property as disclosed


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in the loan application. The Secretary of HUD has published a list of items and
activities which cannot be financed with proceeds from any Title I loan and from
time to time the Secretary of HUD may amend such list of items and activities.
With respect to any dealer Title I loan, before the lender may disburse funds,
the lender must have in its possession a completion certificate on a HUD
approved form, signed by the borrower and the dealer. With respect to any direct
Title I loan, the lender is required to obtain, promptly upon completion of the
improvements but not later than 6 months after disbursement of the loan proceeds
with one 6 month extension if necessary, a completion certificate, signed by the
borrower. The lender is required to conduct an on-site inspection on any Title I
loan where the principal obligation is $7,500 or more, and on any direct Title I
loan where the borrower fails to submit a completion certificate.

     FHA Insurance Coverage. Under the Title I Program, the FHA establishes an
insurance coverage reserve account for each lender which has been granted a
Title I contract of insurance. The amount of insurance coverage in this account
is a maximum of 10% of the amount disbursed, advanced or expended by the lender
in originating or purchasing eligible loans registered with the FHA for Title I
insurance, with certain adjustments. The balance in the insurance coverage
reserve account is the maximum amount of insurance claims the FHA is required to
pay to the Title I lender. Loans to be insured under the Title I Program will be
registered for insurance by the FHA and the insurance coverage attributable to
such loans will be included in the insurance coverage reserve account for the
originating or purchasing lender following the receipt and acknowledgment by the
FHA of a loan report on the prescribed form pursuant to the Title I regulations.
For each eligible loan reported and acknowledged for insurance, the FHA charges
a premium. For loans having a maturity of 25 months or less, the FHA bills the
lender for the entire premium in an amount equal to the product of 0.50% of the
original loan amount and the loan term. For home improvement loans with a
maturity greater than 25 months, each year that a loan is outstanding the FHA
bills the lender for a premium in an amount equal to 0.50% of the original loan
amount. If a loan is prepaid during the year, the FHA will not refund or abate
the premium paid for that year.

     Under the Title I Program the FHA will reduce the insurance coverage
available in the lender's FHA insurance coverage reserve account with respect to
loans insured under the lender's contract of insurance by (i) the amount of the
FHA insurance claims approved for payment relating to such insured loans and
(ii) the amount of insurance coverage attributable to insured loans sold by the
lender, and such insurance coverage may be reduced for any FHA insurance claims
rejected by the FHA. The balance of the lender's FHA insurance coverage reserve
account will be further adjusted as required under Title I or by the FHA, and
the insurance coverage therein may be earmarked with respect to each or any
eligible loans insured thereunder, if a determination is made by the Secretary
of HUD that it is in its interest to do so. Originations and acquisitions of new
eligible loans will continue to increase a lender's insurance coverage reserve
account balance by 10% of the amount disbursed, advanced or expended in
originating or acquiring such eligible loans registered with the FHA for
insurance under the Title I Program. The Secretary of HUD may transfer insurance
coverage between insurance coverage reserve accounts with earmarking with
respect to a particular insured loan or group of insured loans when a
determination is made that it is in the Secretary's interest to do so.

     The lender may transfer (except as collateral in a bona fide transaction)
insured loans and loans reported for insurance only to another qualified lender
under a valid Title I contract of


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insurance. Unless an insured loan is transferred with recourse or with a
guaranty or repurchase agreement, the FHA, upon receipt of written notification
of the transfer of such loan in accordance with the Title I regulations, will
transfer from the transferor's insurance coverage reserve account to the
transferee's insurance coverage reserve account an amount, if available, equal
to 10% of the actual purchase price or the net unpaid principal balance of such
loan (whichever is less). However, under the Title I Program not more than
$5,000 in insurance coverage shall be transferred to or from a lender's
insurance coverage reserve account during any October 1 to September 30 period
without the prior approval of the Secretary of HUD. Amounts which may be
recovered by the Secretary of HUD after payment of an insurance claim are not
added to the amount of insurance coverage in the related lender's insurance
coverage reserve account.

     Claims Procedures Under Title I. Under the Title I Program the lender may
accelerate an insured loan following a default on such loan only after the
lender or its agent has contacted the borrower in a face-to-face meeting or by
telephone to discuss the reasons for the default and to seek its cure. If the
borrower does not cure the default or agree to a modification agreement or
repayment plan, the lender will notify the borrower in writing that, unless
within 30 days the default is cured or the borrower enters into a modification
agreement or repayment plan, the loan will be accelerated and that, if the
default persists, the lender will report the default to an appropriate credit
agency. The lender may rescind the acceleration of maturity after full payment
is due and reinstate the loan only if the borrower brings the loan current,
executes a modification agreement or agrees to an acceptable repayment plan.

     Following acceleration of maturity upon a secured Title I loan, the lender
may either (a) proceed against the property under any security instrument, or
(b) make a claim under the lender's contract of insurance. If the lender chooses
to proceed against the property under a security instrument (or if it accepts a
voluntary conveyance or surrender of the property), the lender may file an
insurance claim only with the prior approval of the Secretary of HUD.

     When a lender files an insurance claim with the FHA under the Title I
Program, the FHA reviews the claim, the complete loan file and documentation of
the lender's efforts to obtain recourse against any dealer who has agreed
thereto, certification of compliance with applicable state and local laws in
carrying out any foreclosure or repossession, and evidence that the lender has
properly filed proofs of claims, where the borrower is bankrupt or deceased.
Generally, a claim for reimbursement for loss on any Title I loan must be filed
with the FHA no later than 9 months after the date of default of the loan.
Concurrently with filing the insurance claim, the lender shall assign to the
United States of America the lender's entire interest in the loan note (or a
judgment in lien of the note), in any security held and in any claim filed in
any legal proceedings. If, at the time the note is assigned to the United
States, the Secretary has reason to believe that the note is not valid or
enforceable against the borrower, the FHA may deny the claim and reassign the
note to the lender. If either such defect is discovered after the FHA has paid a
claim, the FHA may require the lender to repurchase the paid claim and to accept
a reassignment of the loan note. If the lender subsequently obtains a valid and
enforceable judgment against the borrower, the lender may resubmit a new
insurance claim with an assignment of the judgment. Although the FHA may contest
any insurance claim and make a demand for repurchase of the loan at any time up
to two years from the date the claim was certified for payment and may do so
thereafter in the event of fraud or misrepresentation on the


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part of the lender, the FHA has expressed an intention to limit the period of
time within which it will take such action to one year from the date the claim
was certified for payment.

     Under the Title I Program the amount of an FHA insurance claim payment,
when made, is equal to the claimable amount, up to the amount of insurance
coverage in the lender's insurance coverage reserve account. The "claimable
amount" means an amount equal to 90% of the sum of:

     o    the unpaid loan obligation (net unpaid principal and the uncollected
          interest earned to the date of default) with adjustments thereto if
          the lender has proceeded against property securing the loan;

     o    the interest on the unpaid amount of the loan obligation from the date
          of default to the date of the claim's initial submission for payment
          plus 15 calendar days (but not to exceed 9 months from the date of
          default), calculated at the rate of 7% per year;

     o    the uncollected court costs;

     o    the attorney's fees not to exceed $500; and

     o    the expenses for recording the assignment of the security to the
          United States.

     The Secretary of HUD may deny a claim for insurance in whole or in part for
any violations of the regulations governing the Title I Program; however, the
Secretary of HUD may waive such violations if it determines that enforcement of
the regulations would impose an injustice upon a lender which has substantially
complied with the regulations in good faith.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     The following summary of the material federal income tax consequences of
the purchase, ownership and disposition of certificates is based on the opinion
of tax counsel to the depositor, any of Sidley Austin LLP, Thacher Proffitt &
Wood LLP or McKee Nelson LLP, as specified in the related prospectus supplement.
This summary is based on the provisions of the Internal Revenue Code of 1986, as
amended, and the regulations, including the REMIC Regulations, rulings and
decisions promulgated thereunder and, where applicable, proposed regulations,
all of which are subject to change either prospectively or retroactively. This
summary does not address the material federal income tax consequences of an
investment in securities applicable to certain financial institutions, banks,
insurance companies, tax exempt organizations, dealers in options, currency or
securities, traders in securities that elect to mark to market, or persons who
hold positions other than securities such that the securities are treated as
part of a hedging transaction, straddle, conversion or other integrated
transaction which are subject to special rules. Because of the complexity of the
tax issues involved, we strongly suggest that prospective investors consult
their tax advisors regarding the federal, state, local and any other tax
consequences to them of the purchase, ownership and disposition of securities.


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GENERAL

     The federal income tax consequences to securityholders will vary depending
on whether an election is made to treat the trust fund relating to a particular
series of securities as a REMIC under the Code. The prospectus supplement for
each series of securities will specify whether a REMIC election will be made. In
the discussion that follows, all references to a "section" or "sections" shall
be understood to refer, unless otherwise specifically indicated, to a section or
sections of the Code.

     If a REMIC election is not made, in the opinion of tax counsel the trust
fund will not be classified as a publicly traded partnership, a taxable mortgage
pool, or an association taxable as a corporation. A trust fund that qualifies as
a "grantor trust" for federal income tax purposes also will receive an opinion
of tax counsel to the effect that:

     o    the trust fund will be classified as a grantor trust under subpart E,
          part I of subchapter J of the Code; and

     o    owners of certificates will be treated for federal income tax purposes
          as owners of a portion of the trust fund's assets as described below.

     A trust fund that issues notes may also receive an opinion of tax counsel
regarding the characterization of the notes as debt instruments for federal
income tax purposes.

     With respect to each trust fund that elects REMIC status, in the opinion of
tax counsel, assuming compliance with all provisions of the related agreement,
the trust fund will qualify as a REMIC and the related certificates will be
considered to be regular interests or residual interests in the REMIC. The
related prospectus supplement for each series of securities will indicate
whether the trust fund will make a REMIC election and whether a class of
securities will be treated as a regular or residual interest in the REMIC.

     Each opinion is an expression of an opinion only, is not a guarantee of
results and is not binding on the Internal Revenue Service or any third party.

     If, contrary to the opinion of tax counsel, the IRS successfully were to
assert that a class of notes did not represent debt instruments for federal
income tax purposes, that class of notes would be treated as equity interests in
the related trust fund. The trust fund would then be treated as a partnership
and could be a publicly traded partnership. If the trust fund were classified as
a publicly traded partnership, it would not be subject to taxation as a
corporation because its income would constitute "qualifying income" not derived
in the conduct of a financial business. Nevertheless, if the trust fund were
classified as a partnership, treatment of a class of notes as equity interests
in such a partnership could have adverse tax consequences to certain holders.
For example, income to foreign holders of such a class generally would be
subject to U.S. tax and withholding requirements, and individual holders of such
a class would be allocated their proportionate share of the trust's income but
might be subject to certain limitations on their ability to deduct their share
of the trust's expenses.


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TAXATION OF DEBT SECURITIES

     Status as Real Property Loans. Except to the extent otherwise provided in
the related prospectus supplement, if the securities are regular interests in a
REMIC or represent interests in a grantor trust, in the opinion of tax counsel:

     o    securities held by a domestic building and loan association will
          constitute "loans... secured by an interest in real property" within
          the meaning of section 7701(a)(19)(C)(v) of the Code; and

     o    securities held by a real estate investment trust will constitute
          "real estate assets" within the meaning of section 856(c)(4)(A) of the
          Code and interest on securities will be considered "interest on
          obligations secured by mortgages on real property or on interests in
          real property" within the meaning of section 856(c)(3)(B) of the Code.

     Interest and Acquisition Discount. In the opinion of tax counsel,
securities that are REMIC regular interests are generally taxable to holders in
the same manner as evidences of indebtedness issued by the REMIC. Stated
interest on the securities that are REMIC regular interests will be taxable as
ordinary income and taken into account using the accrual method of accounting,
regardless of the holder's normal accounting method. Interest (other than
original issue discount) on securities (other than securities that are REMIC
regular interests) which are characterized as indebtedness for federal income
tax purposes will be includible in income by their holders in accordance with
their usual methods of accounting. When we refer to "debt securities" in this
section, we mean securities characterized as debt for federal income tax
purposes and securities that are REMIC regular interests.

     In the opinion of tax counsel, "compound interest securities" (i.e., debt
securities that permit all interest to accrue for more than one year before
payments of interest are scheduled to begin) will, and certain of the other debt
securities issued at a discount may, be issued with "original issue discount" or
OID. The following discussion is based in part on the OID Regulations. A holder
should be aware, however, that the OID Regulations do not adequately address
certain issues relevant to prepayable securities, such as the debt securities.

     In general, OID, if any, will equal the difference between the stated
redemption price at maturity of a debt security and its issue price. In the
opinion of tax counsel, a holder of a debt security must include OID in gross
income as ordinary interest income as it accrues under a method taking into
account an economic accrual of the discount. In general, OID must be included in
income in advance of the receipt of the cash representing that income. The
amount of OID on a debt security will be considered to be zero if it is less
than a de minimis amount determined under the Code.

     The issue price of a debt security is the first price at which a
substantial amount of debt securities of that class are sold to the public
(excluding bond houses, brokers, underwriters or wholesalers). If less than a
substantial amount of a particular class of debt securities is sold for cash on
or prior to the closing date, the issue price for that class will be treated as
the fair market value of that class on the closing date. The issue price of a
debt security also includes the amount paid by an initial debt security holder
for accrued interest that relates to a period prior to


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the issue date of the debt security. The stated redemption price at maturity of
a debt security includes the original principal amount of the debt security, but
generally will not include distributions of interest if the distributions
constitute "qualified stated interest."

     Under the OID Regulations, qualified stated interest generally means
interest payable at a single fixed rate or qualified variable rate (as described
below), provided that the interest payments are unconditionally payable at
intervals of one year or less during the entire term of the debt security. The
OID Regulations state that interest payments are unconditionally payable only if
a late payment or nonpayment is expected to be penalized or reasonable remedies
exist to compel payment. Debt securities may provide for default remedies in the
event of late payment or nonpayment of interest. Although the matter is not free
from doubt, the trustee intends to treat interest on such debt securities as
unconditionally payable and as constituting qualified stated interest, not OID.
However, absent clarification of the OID Regulations, where debt securities do
not provide for default remedies, the interest payments will be included in the
debt security's stated redemption price at maturity and taxed as OID. Interest
is payable at a single fixed rate only if the rate appropriately takes into
account the length of the interval between payments. Distributions of interest
on debt securities with respect to which deferred interest will accrue, will not
constitute qualified stated interest payments, in which case the stated
redemption price at maturity of such debt securities includes all distributions
of interest as well as principal thereon. Where the interval between the issue
date and the first distribution date on a debt security is longer than the
interval between subsequent distribution dates, the greater of (i) the interest
foregone and (ii) the excess of the stated principal amount over the issue price
will be included in the stated redemption price at maturity and tested under the
de minimis rule described below. Where the interval between the issue date and
the first distribution date on a debt security is shorter than the interval
between subsequent distribution dates, all of the additional interest will be
included in the stated redemption price at maturity and tested under the de
minimis rule described below. In the case of a debt security with a long first
period that has non-de minimis OID, all stated interest in excess of interest
payable at the effective interest rate for the long first period will be
included in the stated redemption price at maturity and the debt security will
generally have OID. Holders of debt securities are encouraged to consult their
own tax advisors to determine the issue price and stated redemption price at
maturity of a debt security.

     Under the de minimis rule, OID on a debt security will be considered to be
zero if the OID is less than 0.25% of the stated redemption price at maturity of
the debt security multiplied by the weighted average maturity of the debt
security. For this purpose, the weighted average maturity of the debt security
is computed as the sum of the amounts determined by multiplying the number of
full years (i.e., rounding down partial years) from the issue date until each
distribution in reduction of stated redemption price at maturity is scheduled to
be made by a fraction, the numerator of which is the amount of each distribution
included in the stated redemption price at maturity of the debt security and the
denominator of which is the stated redemption price at maturity of the debt
security. Holders generally must report de minimis OID pro rata as principal
payments are received, and such income will be capital gain if the debt security
is held as a capital asset. However, accrual method holders may elect to accrue
all de minimis OID as well as market discount under a constant interest method.


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     Debt securities may provide for interest based on a qualified variable
rate. Under the OID Regulations, interest is generally treated as payable at a
qualified variable rate and not as contingent interest if

     o    the interest is unconditionally payable at least annually,

     o    the issue price of the debt instrument does not exceed the total
          noncontingent principal payments, and

     o    interest is based on a "qualified floating rate," an "objective rate,"
          or a combination of "qualified floating rates" that do not operate in
          a manner that significantly accelerates or defers interest payments on
          the debt security.

     In the case of compound interest securities, certain interest weighted
securities, and certain of the other debt securities, none of the payments under
the instrument will be considered qualified stated interest, and thus the
aggregate amount of all payments will be included in the stated redemption price
at maturity.

     The Internal Revenue Service issued contingent payment regulations
governing the calculation of OID on instruments having contingent interest
payments. These contingent payment regulations represent the only guidance
regarding the views of the IRS with respect to contingent interest instruments
and specifically do not apply for purposes of calculating OID on debt
instruments subject to section 1272(a)(6) of the Code, such as the debt
securities.

     Additionally, the OID Regulations do not contain provisions specifically
interpreting section 1272(a)(6) of the Code. Until the Treasury issues guidance
to the contrary, the trustee intends to base its computation on section
1272(a)(6) and the OID Regulations as described in this prospectus. However,
because no regulatory guidance currently exists under section 1272(a)(6) of the
Code, there can be no assurance that such methodology represents the correct
manner of calculating OID.

     The holder of a debt security issued with OID must include in gross income,
for all days during its taxable year on which it holds the debt security, the
sum of the "daily portions" of OID. The amount of OID includible in income by a
holder will be computed by allocating to each day during a taxable year a pro
rata portion of the original issue discount that accrued during the relevant
accrual period. In the case of a debt security that is not a Regular Interest
Security and the principal payments on which are not subject to acceleration
resulting from prepayments on the loans, the amount of OID includible in income
of a holder for an accrual period (generally the period over which interest
accrues on the debt instrument) will equal the product of the yield to maturity
of the debt security and the adjusted issue price of the debt security, reduced
by any payments of qualified stated interest. The adjusted issue price is the
sum of its issue price plus prior accruals of OID, reduced by the total payments
made with respect to the debt security in all prior periods, other than
qualified stated interest payments.

     Certain classes of the debt securities may be "pay-through securities,"
which are debt instruments that are subject to acceleration due to prepayments
on other debt obligations securing those instruments. The amount of OID to be
included in the income of a pay-through


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security is computed by taking into account the prepayment rate assumed in
pricing the debt instrument. The amount of OID that will accrue during an
accrual period on a pay-through security is the excess, if any, of the

     o    sum of

          o    the present value of all payments remaining to be made on the
               pay-through security as of the close of the accrual period and

          o    the payments during the accrual period of amounts included in the
               stated redemption price of the pay-through security,

     over

     o    the adjusted issue price of the pay-through security at the beginning
          of the accrual period.

     The present value of the remaining payments is to be determined on the
     basis of three factors:

     o    the original yield to maturity of the pay-through security (determined
          on the basis of compounding at the end of each accrual period and
          properly adjusted for the length of the accrual period),

     o    events that have occurred before the end of the accrual period, and

     o    the assumption that the remaining payments will be made in accordance
          with the original prepayment assumption.

     The effect of this method is to increase the portions of OID required to be
included in income by a holder to take into account prepayments with respect to
the loans at a rate that exceeds the prepayment assumption, and to decrease (but
not below zero for any period) the portions of OID required to be included in
income by a holder of a pay-through security to take into account prepayments
with respect to the loans at a rate that is slower than the prepayment
assumption. Although OID will be reported to holders of pay-through securities
based on the prepayment assumption, no representation is made to holders that
loans will be prepaid at that rate or at any other rate.

     The depositor may adjust the accrual of OID on a class of securities that
are regular REMIC interests (or other regular interests in a REMIC) in a manner
that it believes to be appropriate, to take account of realized losses on the
loans, although the OID Regulations do not provide for such adjustments. If the
IRS were to require that OID be accrued without such adjustments, the rate of
accrual of OID for a class of securities that are regular REMIC interests could
increase.

     Certain classes of securities that are regular REMIC interests may
represent more than one class of REMIC regular interests. Unless otherwise
provided in the related prospectus


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supplement, the applicable trustee intends, based on the OID Regulations, to
calculate OID on such securities as if, solely for the purposes of computing
OID, the separate regular interests were a single debt instrument.

     A subsequent holder of a debt security will also be required to include OID
in gross income, but the holder who purchases the debt security for an amount
that exceeds its adjusted issue price will be entitled (as will an initial
holder who pays more than a debt security's issue price) to offset such OID by
comparable economic accruals of portions of the excess.

     Effects of Defaults and Delinquencies. In the opinion of tax counsel,
holders will be required to report income with respect to the related securities
under an accrual method without giving effect to delays and reductions in
distributions attributable to a default or delinquency on the loans, except
possibly to the extent that it can be established that such amounts are
uncollectible. As a result, the amount of income (including OID) reported by a
holder of a security in any period could significantly exceed the amount of cash
distributed to the holder in that period. The holder will eventually be allowed
a loss (or will be allowed to report a lesser amount of income) to the extent
that the aggregate amount of distributions on the securities is reduced as a
result of a loan default. However, the timing and character of losses or
reductions in income are uncertain and, accordingly, holders of securities are
encouraged to consult their own tax advisors on this point.

     Interest Weighted Securities. An "interest weighted security" is a security
that is a REMIC regular interest or a "stripped" security (as discussed under
"--Tax Status as a Grantor Trust; General" below) the payments on which consist
solely or primarily of a specified portion of the interest payments on qualified
mortgages held by the REMIC or on loans underlying pass-through securities. It
is not clear how income should be accrued with respect to interest weighted
securities. The trustee intends to take the position that all of the income
derived from an interest weighted security should be treated as OID and that the
amount and rate of accrual of such OID should be calculated by treating the
interest weighted security as a compound interest security. However, in the case
of interest weighted securities that are entitled to some payments of principal
and are REMIC regular interests, the IRS could assert that income derived from
the interest weighted security should be calculated as if the security were a
security purchased at a premium equal to the excess of the price paid by the
holder for the Security over its stated principal amount, if any. Under this
approach, a holder would be entitled to amortize such premium only if it has in
effect an election under section 171 of the Code with respect to all taxable
debt instruments held by such holder, as described below. Alternatively, the IRS
could assert that an interest weighted security should be taxable under the
rules governing bonds issued with contingent payments. This treatment may be
more likely in the case of interest weighted securities that are stripped
securities as described below. See "--Non-REMIC Certificates--B. Multiple
Classes of Senior Certificates--Stripped Bonds and Stripped Coupons" below.

     Variable Rate Debt Securities. In the opinion of tax counsel, in the case
of debt securities bearing interest at a rate that varies directly, according to
a fixed formula, with an objective index, it appears that the yield to maturity
of the debt securities and in the case of pay-through securities, the present
value of all payments remaining to be made on the debt securities, should be
calculated as if the interest index remained at its value as of the issue date
of the securities. Because the proper method of adjusting accruals of OID on a
variable rate debt security is


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uncertain, holders of variable rate debt securities are encouraged to consult
their own tax advisers regarding the appropriate treatment of such securities
for federal income tax purposes.

     Market Discount. In the opinion of tax counsel, a purchaser of a security
may be subject to the market discount rules of sections 1276 through 1278 of the
Code. A holder that acquires a debt security with more than a prescribed de
minimis amount of "market discount" (generally, the excess of the principal
amount of the debt security over the purchaser's purchase price) will be
required to include accrued market discount in income as ordinary income in each
month, but limited to an amount not exceeding the principal payments on the debt
security received in that month and, if the securities are sold, the gain
realized. This market discount would accrue in a manner to be provided in
Treasury regulations but, until such regulations are issued, market discount
would in general accrue either

     o    on the basis of a constant yield (in the case of a pay-through
          security, taking into account a prepayment assumption) or

     o    in the ratio of (a) in the case of securities (or in the case of a
          pass-through security, as set forth below, the loans underlying the
          security) not originally issued with OID, stated interest payable in
          the relevant period to total stated interest remaining to be paid at
          the beginning of the period or (b) in the case of securities (or, in
          the case of a pass-through security, as described below, the loans
          underlying the security) originally issued at a discount, OID in the
          relevant period to total OID remaining to be paid.

     Section 1277 of the Code provides that, regardless of the origination date
of the debt security (or, in the case of a pass-through security, the loans),
the excess of interest paid or accrued to purchase or carry the security (or, in
the case of a pass-through security, as described below, the underlying loans)
with market discount over interest received on the security is allowed as a
current deduction only to the extent such excess is greater than the market
discount that accrued during the taxable year in which such interest expense was
incurred. In general, the deferred portion of any interest expense will be
deductible when such market discount is included in income, including upon the
sale, disposition, or repayment of the security (or in the case of a
pass-through security, an underlying loan). A holder may elect to include market
discount in income currently as it accrues, on all market discount obligations
acquired by such holder during the taxable year such election is made and
thereafter, in which case the interest deferral rule will not apply.

     Premium. In the opinion of tax counsel, a holder who purchases a debt
security (other than an interest weighted security to the extent described
above) at a cost greater than its stated redemption price at maturity, generally
will be considered to have purchased the security at a premium, which it may
elect to amortize as an offset to interest income on the security (and not as a
separate deduction item) on a constant yield method. Although no regulations
addressing the computation of premium accrual on comparable securities have been
issued, the legislative history of the 1986 Act indicates that premium is to be
accrued in the same manner as market discount. Accordingly, it appears that the
accrual of premium on a class of pay-through securities will be calculated using
the prepayment assumption used in pricing the class. If a holder makes an
election to amortize premium on a debt security, the election will apply to all


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taxable debt instruments (including all REMIC regular interests and all
pass-through certificates representing ownership interests in a trust holding
debt obligations) held by the holder at the beginning of the taxable year in
which the election is made, and to all taxable debt instruments acquired
thereafter by the holder, and will be irrevocable without the consent of the
IRS. Purchasers who pay a premium for the securities are encouraged to consult
their tax advisers regarding the election to amortize premium and the method to
be employed.

     On December 30, 1997, the IRS issued final amortizable bond premium
regulations dealing with amortizable bond premium. The regulations specifically
do not apply to prepayable debt instruments subject to section 1272(a)(6) of the
Code. Absent further guidance from the IRS, the trustee intends to account for
amortizable bond premium in the manner described above. Prospective purchasers
of the debt securities are encouraged to consult their tax advisors regarding
the possible application of the amortizable bond premium regulations.

     Election to Treat All Interest as Original Issue Discount. The OID
Regulations permit the holder of a debt security to elect to accrue all
interest, discount (including de minimis market discount or OID) and premium
income as interest, based on a constant yield method for Debt securities
acquired on or after April 4, 1994. If such an election were to be made with
respect to a debt security with market discount, the holder of the debt security
would be deemed to have made an election to include in income currently market
discount with respect to all other debt instruments having market discount that
such holder of the debt security acquires during the year of the election or
thereafter. Similarly, the holder of a debt security that makes this election
for a debt security that is acquired at a premium will be deemed to have made an
election to amortize bond premium with respect to all debt instruments having
amortizable bond premium that the holder owns or acquires. The election to
accrue interest, discount and premium on a constant yield method with respect to
a debt security is irrevocable.

     Sale or Exchange of a Debt Security. Sale or exchange of a debt security
prior to its maturity will result in gain or loss equal to the difference, if
any, between the amount received and the seller's adjusted basis in the debt
security. Such adjusted basis generally will equal the seller's purchase price
for the debt security, increased by the OID and market discount included in the
seller's gross income with respect to the debt security, and reduced by
principal payments on the debt security previously received by the seller and
any premium amortized by the seller. Such gain or loss will be capital gain or
loss to a seller for which a debt security is a "capital asset" within the
meaning of section 1221 of the Code except to the extent of any accrued but
unrecognized market discount, and will be long-term or short-term depending on
whether the debt security has been owned for the long-term capital gain holding
period (currently more than one year).

     Non-corporate taxpayers are subject to reduced maximum rates on long-term
capital gains and are generally subject to tax at ordinary income rates on
short-term capital gains. The deductibility of capital losses is subject to
certain limitations. Prospective investors are encouraged to consult their own
tax advisors concerning these tax law provisions.

     It is possible that capital gain realized by holders of debt securities
could be considered gain realized upon the disposition of property that was part
of a "conversion transaction." A sale of a debt security will be part of a
conversion transaction if substantially all of the holder's


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expected return is attributable to the time value of the holder's net
investment, and at least one of the following conditions is met:

     o    the holder entered the contract to sell the debt security
          substantially contemporaneously with acquiring the debt security;

     o    the debt security is part of a straddle;

     o    the debt security is marketed or sold as producing capital gain; or

     o    other transactions to be specified in Treasury regulations that have
          not yet been issued occur.

     If the sale or other disposition of a debt security is part of a conversion
transaction, all or any portion of the gain realized upon the sale or other
disposition would be treated as ordinary income instead of capital gain.

     Non-U.S. Persons. Generally, to the extent that a debt security evidences
ownership in mortgage loans that are issued on or before July 18, 1984, interest
or OID paid by the person required to withhold tax under section 1441 or 1442 of
the Code to (i) an owner that is not a U.S. Person or (ii) a debt securityholder
holding on behalf of an owner that is not a U.S. Person, will be subject to
federal income tax, collected by withholding, at a rate of 30% (or such lower
rate as may be provided for interest by an applicable tax treaty). Accrued OID
recognized by the owner on the sale or exchange of such a debt security also
will be subject to federal income tax at the same rate. Generally, such payments
would not be subject to withholding to the extent that a debt security evidences
ownership in mortgage loans issued after July 18, 1984, if

     o    the debt securityholder does not actually or constructively own 10% or
          more of the combined voting power of all classes of equity in the
          issuer (which for purposes of this discussion may be defined as the
          trust fund);

     o    the debt securityholder is not a controlled foreign corporation within
          the meaning of section 957 of the Code related to the issuer; and

     o    the debt securityholder complies with certain identification
          requirements, including delivery of a statement, signed by the debt
          securityholder under penalties of perjury, certifying that it is not a
          U.S. Person and providing its name and address.

     Information Reporting and Backup Withholding. The master servicer will
furnish or make available, within a reasonable time after the end of each
calendar year, to each holder of a debt security at any time during the year,
such information as may be deemed necessary or desirable to assist
securityholders in preparing their federal income tax returns, or to enable
holders to make the information available to owners or other financial
intermediaries of holders that hold the debt securities as nominees. If a
holder, owner or other recipient of a payment on behalf of an owner fails to
supply a certified taxpayer identification number or if the Secretary of the
Treasury determines that such person has not reported all interest and dividend
income required to be shown on its federal income tax return, backup withholding
may be required with


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respect to any payments. Any amounts deducted and withheld from a distribution
to a recipient would be allowed as a credit against the recipient's federal
income tax liability.

NON-REMIC CERTIFICATES

SINGLE CLASS OF SENIOR CERTIFICATES

     Characterization. The trust fund may be created with one class of senior
certificates and one class of subordinated certificates. In this case, each
senior certificateholder will be treated as the owner of a pro rata undivided
interest in the interest and principal portions of the trust fund represented by
that senior certificate and will be considered the equitable owner of a pro rata
undivided interest in each of the mortgage loans in the related mortgage pool.
Any amounts received by a senior certificateholder in lieu of amounts due with
respect to any mortgage loan because of a default or delinquency in payment will
be treated for federal income tax purposes as having the same character as the
payments they replace.

     Each holder of a senior certificate will be required to report on its
federal income tax return its pro rata share of the entire income from the
mortgage loans in the trust fund represented by that senior certificate,
including interest, original issue discount, if any, prepayment fees, assumption
fees, any gain recognized upon an assumption and late payment charges received
by the master servicer in accordance with the senior certificateholder's method
of accounting. Under section 162 or 212 of the Code, each senior
certificateholder will be entitled to deduct its pro rata share of servicing
fees, prepayment fees, assumption fees, any loss recognized upon an assumption
and late payment charges retained by the master servicer, provided that these
amounts are reasonable compensation for services rendered to the trust fund. A
senior certificateholder that is an individual, estate or trust will be entitled
to deduct its share of expenses only to the extent such expenses, plus all other
section 212 expenses, exceed 2% of that senior certificateholder's adjusted
gross income. A senior certificateholder using the cash method of accounting
must take into account its pro rata share of income and deductions as and when
collected by or paid to the master servicer. A senior certificateholder using an
accrual method of accounting must take into account its pro rata share of income
and deductions as they become due or are paid to the master servicer, whichever
is earlier. If the servicing fees paid to the master servicer were deemed to
exceed reasonable servicing compensation, the amount of such excess could be
considered as a retained ownership interest by the master servicer, or any
person to whom the master servicer assigned for value all or a portion of the
servicing fees, in a portion of the interest payments on the mortgage loans. The
mortgage loans might then be subject to the "coupon stripping" rules of the Code
discussed below.

     Unless otherwise specified in the related prospectus supplement, tax
counsel will deliver its opinion to the depositor with respect to each series of
certificates that:

     o    a senior certificate owned by a "domestic building and loan
          association" within the meaning of section 7701(a)(19) of the Code
          representing principal and interest payments on mortgage loans will be
          considered to represent "loans . . . secured by an interest in real
          property which is . . . residential property" within the meaning of
          section 7701(a)(19)(C)(v) of the Code to the extent that the mortgage
          loans represented by that senior certificate are of a type described
          in the section;


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     o    a senior certificate owned by a real estate investment trust
          representing an interest in mortgage loans will be considered to
          represent "real estate assets" within the meaning of section
          856(c)(4)(A) of the Code and interest income on the mortgage loans
          will be considered "interest on obligations secured by mortgages on
          real property" within the meaning of section 856(c)(3)(B) of the Code
          to the extent that the mortgage loans represented by that senior
          certificate are of a type described in the section; and

     o    a senior certificate owned by a REMIC will be an "obligation . . .
          which is principally secured by an interest in real property" within
          the meaning of section 860G(a)(3)(A) of the Code.

     The Small Business Job Protection Act of 1996, as part of the repeal of the
bad debt reserve method for thrift institutions, repealed the application of
section 593(d) of the Code to any taxable year beginning after December 31,
1995.

     The assets constituting certain trust funds may include "buydown" mortgage
loans. The characterization of any investment in "buydown" mortgage loans will
depend upon the precise terms of the related buydown agreement, but to the
extent that such "buydown" mortgage loans are secured in part by a bank account
or other personal property, they may not be treated in their entirety as assets
described in the foregoing sections of the Code. There are no directly
applicable precedents with respect to the federal income tax treatment or the
characterization of investments in "buydown" mortgage loans. Accordingly,
holders of senior certificates should consult their own tax advisors with
respect to characterization of investments in senior certificates representing
an interest in a trust fund that includes "buydown" mortgage loans.

     Premium. The price paid for a senior certificate by a holder will be
allocated to the holder's undivided interest in each mortgage loan based on each
mortgage loan's relative fair market value, so that the holder's undivided
interest in each mortgage loan will have its own tax basis. A senior
certificateholder that acquires an interest in mortgage loans at a premium may
elect to amortize the premium under a constant interest method, provided that
the mortgage loan was originated after September 27, 1985. Premium allocable to
a mortgage loan originated on or before September 27, 1985 should be allocated
among the principal payments on the mortgage loan and allowed as an ordinary
deduction as principal payments are made. Amortizable bond premium will be
treated as an offset to interest income on a senior certificate. The basis for a
senior certificate will be reduced to the extent that amortizable premium is
applied to offset interest payments.

     It is not clear whether a reasonable prepayment assumption should be used
in computing amortization of premium allowable under section 171 of the Code. A
certificateholder that makes this election for a certificate that is acquired at
a premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that the
certificateholder acquires during the year of the election or thereafter.

     If a premium is not subject to amortization using a reasonable prepayment
assumption, the holder of a senior certificate acquired at a premium should
recognize a loss, if a mortgage loan prepays in full, equal to the difference
between the portion of the prepaid principal amount of the mortgage loan that is
allocable to the senior certificate and the portion of the adjusted basis


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of the senior certificate that is allocable to the mortgage loan. If a
reasonable prepayment assumption is used to amortize the premium, it appears
that a loss would be available, if at all, only if prepayments have occurred at
a rate faster than the reasonable assumed prepayment rate. It is not clear
whether any other adjustments would be required to reflect differences between
an assumed prepayment rate and the actual rate of prepayments.

     On December 30, 1997, the Internal Revenue Service issued final amortizable
bond premium regulations. These regulations, which generally are effective for
bonds issued or acquired on or after March 2, 1998 (or, for holders making an
election for the taxable year that included March 2, 1998 or any subsequent
taxable year, shall apply to bonds held on or after the first day of the taxable
year of the election). The amortizable bond premium regulations specifically do
not apply to prepayable debt instruments or any pool of debt instruments, such
as the trust fund, the yield on which may be affected by prepayments which are
subject to section 1272(a)(6) of the Code. Absent further guidance from the IRS
and unless otherwise specified in the related prospectus supplement, the trustee
will account for amortizable bond premium in the manner described above.
Prospective purchasers are encouraged to consult their tax advisors regarding
amortizable bond premium and the amortizable bond premium regulations.

     Original Issue Discount. The IRS has stated in published rulings that, in
circumstances similar to those described herein, the special rules of the Code
(currently sections 1271 through 1273 and section 1275) relating to original
issue discount (OID) will be applicable to a senior certificateholder's interest
in those mortgage loans meeting the conditions necessary for these sections to
apply. Accordingly, the following discussion is based in part on the Treasury's
OID Regulations issued on February 2, 1994 under sections 1271 through 1273 and
section 1275 of the Code. Certificateholders should be aware, however, that the
OID Regulations do not adequately address certain issues relevant to prepayable
securities, such as the certificates. Rules regarding periodic inclusion of OID
income are applicable to mortgages of corporations originated after May 27,
1969, mortgages of noncorporate mortgagors (other than individuals) originated
after July 1, 1982, and mortgages of individuals originated after March 2, 1984.
OID could arise by the financing of points or other charges by the originator of
the mortgages in an amount greater than a statutory de minimis exception to the
extent that the points are not currently deductible under applicable provisions
of the Code or are not for services provided by the lender. OID generally must
be reported as ordinary gross income as it accrues under a constant interest
method. See "--B. Multiple Classes of Senior Certificates--Senior Certificates
Representing Interests in Loans Other than ARM Loans--Accrual of Original Issue
Discount" below.

     Market Discount. A senior certificateholder that acquires an undivided
interest in mortgage loans may be subject to the market discount rules of
sections 1276 through 1278 to the extent an undivided interest in a mortgage
loan is considered to have been purchased at a "market discount." Generally, the
excess of the portion of the principal amount of a mortgage loan allocable to
the holder's undivided interest over the holder's tax basis in such interest.
Market discount with respect to a senior certificate will be considered to be
zero if the amount allocable to the senior certificate is less than 0.25% of the
senior certificate's stated redemption price at maturity multiplied by the
weighted average maturity remaining after the date of purchase. Treasury
regulations implementing the market discount rules have not yet been issued;
therefore, investors are encouraged to consult their own tax advisors regarding
the application of


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these rules and the advisability of making any of the elections allowed under
sections 1276 through 1278 of the Code.

     The Code provides that any principal payment, whether a scheduled payment
or a prepayment, or any gain on disposition of a market discount bond acquired
by the taxpayer after October 22, 1986 shall be treated as ordinary income to
the extent that it does not exceed the accrued market discount at the time of
such payment. The amount of accrued market discount for purposes of determining
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.

     The Code also grants to the Department of the Treasury authority to issue
regulations providing for the computation of accrued market discount on debt
instruments, the principal of which is payable in more than one installment.
Although the Treasury has not yet issued regulations, rules described in the
relevant legislative history will apply. Under those rules, the holder of a
market discount bond may elect to accrue market discount either on the basis of
a constant interest rate or according to one of the following methods. If a
senior certificate is issued with OID, the amount of market discount that
accrues during any accrual period is equal to the product of

     o    the total remaining market discount

     times

     o    a fraction, the numerator of which is the original issue discount
          accruing during the period and the denominator of which is the total
          remaining original issue discount at the beginning of the accrual
          period.

     For senior certificates issued without OID, the amount of market discount
that accrues during a period is equal to the product of

     o    the total remaining market discount

     times

     o    a fraction, the numerator of which is the amount of stated interest
          paid during the accrual period and the denominator of which is the
          total amount of stated interest remaining to be paid at the beginning
          of the accrual period.

     For purposes of calculating market discount under any of the above methods
in the case of instruments (such as the senior certificates) which provide for
payments which may be accelerated by reason of prepayments of other obligations
securing such instruments, the same prepayment assumption applicable to
calculating the accrual of original issue discount will apply. Because the
regulations described above have not been issued, it is impossible to predict
what effect those regulations might have on the tax treatment of a senior
certificate purchased at a discount or premium in the secondary market.

     A holder who acquires a senior certificate at a market discount also may be
required to defer, until the maturity date of the senior certificate or its
earlier disposition in a taxable


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transaction, the deduction of a portion of the amount of interest that the
holder paid or accrued during the taxable year on indebtedness incurred or
maintained to purchase or carry the senior certificate in excess of the
aggregate amount of interest (including OID) includible in such holder's gross
income for the taxable year with respect to the senior certificate. The amount
of such net interest expense deferred in a taxable year may not exceed the
amount of market discount accrued on the senior certificate for the days during
the taxable year on which the holder held the senior certificate and, in
general, would be deductible when such market discount is includible in income.
The amount of any remaining deferred deduction is to be taken into account in
the taxable year in which the senior certificate matures or is disposed of in a
taxable transaction. In the case of a disposition in which gain or loss is not
recognized in whole or in part, any remaining deferred deduction will be allowed
to the extent of gain recognized on the disposition. This deferral rule does not
apply if the senior certificateholder elects to include such market discount in
income currently as it accrues on all market discount obligations acquired by
the senior certificateholder in that taxable year or thereafter.

     Election to Treat All Interest as Original Issue Discount. The OID
Regulations permit a certificateholder to elect to accrue all interest, discount
(including de minimis market or original issue discount) and premium in income
as interest, based on a constant yield method for certificates acquired on or
after April 4, 1994. If such an election is made with respect to a mortgage loan
with market discount, the certificateholder will be deemed to have made an
election to include in income currently market discount with respect to all
other debt instruments having market discount that such certificateholder
acquires during the year of the election or thereafter. Similarly, a
certificateholder that makes this election for a certificate that is acquired at
a premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
certificateholder owns or acquires. See "--Regular Certificates--Original Issue
Discount and Premium" below. The election to accrue interest, discount and
premium on a constant yield method with respect to a certificate is irrevocable.

     Anti-abuse Rule. The IRS is permitted to apply or depart from the rules
contained in the OID Regulations as necessary or appropriate to achieve a
reasonable result where a principal purpose in structuring a mortgage asset,
mortgage loan or senior certificate, or the effect of applying the otherwise
applicable rules, is to achieve a result that is unreasonable in light of the
purposes of the applicable statutes (which generally are intended to achieve the
clear reflection of income for both issuers and holders of debt instruments).

MULTIPLE CLASSES OF SENIOR CERTIFICATES

     Stripped Bonds and Stripped Coupons

     General. Pursuant to section 1286 of the Code, the separation of ownership
of the right to receive some or all of the interest payments on an obligation
from ownership of the right to receive some or all of the principal payments
results in the creation of "stripped bonds" with respect to principal payments
and "stripped coupons" with respect to interest payments. For purposes of
sections 1271 through 1288 of the Code, section 1286 treats a stripped bond or a
stripped coupon as an obligation issued on the date that such stripped interest
is created. If a trust fund is created with two classes of senior certificates,
one class of senior certificates will


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represent the right to principal and interest, or principal only, on all or a
portion of the mortgage loans ("stripped bond certificates"), while the second
class of senior certificates will represent the right to some or all of the
interest on such portion ("stripped coupon certificates").

     Servicing fees in excess of reasonable servicing fees will be treated under
the stripped bond rules. If such excess servicing fee is less than 100 basis
points (i.e., 1% interest on the mortgage loan principal balance) or the
certificates are initially sold with a de minimis discount (assuming no
prepayment assumption is required), any non-de minimis discount arising from a
subsequent transfer of the certificates should be treated as market discount.
The IRS appears to require that reasonable servicing fees be calculated on a
mortgage loan by mortgage loan basis, which could result in some mortgage loans
being treated as having more than 100 basis points of interest stripped off.

     Although not entirely clear, a stripped bond certificate generally should
be treated as a single debt instrument issued on the day it is purchased for
purposes of calculating any original issue discount. Generally, if the discount
on a stripped bond certificate is larger than a de minimis amount (as calculated
for purposes of the original issue discount rules), a purchaser of such a
certificate will be required to accrue the discount under the original issue
discount rules of the Code. See "--Single Class of Senior Certificates--Original
Issue Discount" above. However, a purchaser of a stripped bond certificate will
be required to account for any discount on the certificate as market discount
rather than original issue discount if either

     o    the amount of OID with respect to the certificate was treated as zero
          under the OID de minimis rule when the certificate was stripped, or

     o    no more than 100 basis points (including any amount of servicing in
          excess of reasonable servicing) are stripped off the trust fund's
          mortgage loans.

     Pursuant to Revenue Procedure 91-49 issued on August 8, 1991, purchasers of
stripped bond certificates using an inconsistent method of accounting must
change their method of accounting and request the consent of the IRS to the
change in their accounting method on a statement attached to their first timely
tax return filed after August 8, 1991.

     The precise tax treatment of stripped coupon certificates is substantially
uncertain. The Code could be read literally to require that original issue
discount computations be made on a mortgage loan by mortgagee loan basis.
However, based on recent IRS guidance, it appears that a stripped coupon
certificate should be treated as a single installment obligation subject to the
original issue discount rules of the Code. As a result, all payments on a
stripped coupon certificate would be included in the certificate's stated
redemption price at maturity for purposes of calculating income on such
certificate under the original issue discount rules of the Code.

     It is unclear under what circumstances, if any, the prepayment of mortgage
loans will give rise to a loss to the holder of a stripped bond certificate
purchased at a premium or a stripped coupon certificate. If a senior certificate
is treated as a single instrument (rather than an interest in discrete mortgage
loans) and the effect of prepayments is taken into account in computing yield
with respect to the senior certificate, it appears that no loss may be available
as a result of any particular prepayment unless prepayments occur at a rate
faster than the assumed


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prepayment rate. However, if the senior certificate is treated as an interest in
discrete mortgage loans or if no prepayment assumption is used, then, when a
mortgage loan is prepaid, the holder of the certificate should be able to
recognize a loss equal to the portion of the adjusted issue price of the
certificate that is allocable to the mortgage loan.

     Because of the complexity of these issues, we strongly suggest that holders
of stripped bond certificates and stripped coupon certificates consult with
their own tax advisors regarding the proper treatment of these certificates for
federal income tax purposes.

     Treatment of Certain Owners. Several sections of the Code provide
beneficial treatment to certain taxpayers that invest in mortgage loans of the
type that make up the trust fund. With respect to these sections, no specific
legal authority exists regarding whether the character of the senior
certificates, for federal income tax purposes, will be the same as that of the
underlying mortgage loans. While section 1286 treats a stripped obligation as a
separate obligation for purposes of the provisions of the Code addressing
original issue discount, it is not clear whether such characterization would
apply with regard to these other sections. Although the issue is not free from
doubt, in the opinion of tax counsel, based on policy considerations, each class
of senior certificates should be considered to represent "real estate assets"
within the meaning of section 856(c)(4)(A) of the Code and "loans . . . secured
by, an interest in real property which is . . . residential real property"
within the meaning of section 7701(a)(19)(C)(v) of the Code, and interest income
attributable to senior certificates should be considered to represent "interest
on obligations secured by mortgages on real property" within the meaning of
section 856(c)(3)(B) of the Code, provided that in each case the underlying
mortgage loans and interest on such mortgage loans qualify for such treatment.
Prospective purchasers to which such characterization of an investment in senior
certificates is material are encouraged to consult their own tax advisors
regarding the characterization of the senior certificates and related income.
Senior certificates will be "obligations (including any certificate of
beneficial ownership therein) which are principally secured by an interest in
real property" within the meaning of section 860G(a)(3)(A) of the Code.

     Senior Certificates Representing Interests in Loans Other Than ARM Loans

     General. The OID rules of sections 1271 through 1275 of the Code will be
applicable to a senior certificateholder's interest in those mortgage loans as
to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount in income are applicable
to mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate mortgagors (other than individuals) originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. Under the OID
Regulations, OID could arise by the charging of points by the originator of the
mortgage in an amount greater than the statutory de minimis exception, including
a payment of points that is currently deductible by the borrower under
applicable provisions of the Code, or, under certain circumstances, by the
presence of "teaser" rates on the mortgage loans. OID on each senior certificate
must be included in the owner's ordinary income for federal income tax purposes
as it accrues, in accordance with a constant interest method that takes into
account the compounding of interest, in advance of receipt of the cash
attributable to such income. The amount of OID required to be included in an
owner's income in any taxable year with respect to a senior certificate
representing an interest in mortgage loans other than mortgage loans with
interest rates that


                                      162



adjust periodically (ARM loans) likely will be computed as described under
"--Accrual of Original Issue Discount" below. The following discussion is based
in part on the OID Regulations and in part on the provisions of the Tax Reform
Act of 1986, as amended. The OID Regulations generally are effective for debt
instruments issued on or after April 4, 1994, but may be relied upon as
authority with respect to debt instruments such as the senior certificates
issued after December 21, 1992. Alternatively, proposed Treasury regulations
issued December 21, 1992 may be treated as authority for debt instruments issued
after December 21, 1992 and prior to April 4, 1994, and proposed Treasury
regulations issued in 1986 and 1991 may be treated as authority for instruments
issued before December 21, 1992. In applying these dates, the issue date of the
mortgage loans should be used or, in the case of stripped bond certificates or
stripped coupon certificates, the date when these certificates are acquired. The
holder of a senior certificate should be aware, however, that neither the
proposed OID Regulations nor the OID Regulations adequately address certain
issues relevant to prepayable securities.

     Under the Code, the mortgage loans underlying each senior certificate will
be treated as having been issued on the date they were originated with an amount
of OID equal to the excess of such mortgage loan's stated redemption price at
maturity over its issue price. The issue price of a mortgage loan is generally
the amount lent to the mortgagee, which may be adjusted to take into account
certain loan origination fees. The stated redemption price at maturity of a
mortgage loan is the sum of all payments to be made on such mortgage loan other
than payments that are treated as qualified stated interest payments. The
accrual of this OID, as described under "-- Accrual of Original Issue Discount"
below, will, unless otherwise specified in the related prospectus supplement,
utilize the original yield to maturity of the senior certificate calculated
based on a reasonable assumed prepayment rate for the mortgage loans underlying
the senior certificates and will take into account events that occur during the
calculation period. This prepayment assumption will be determined in the manner
prescribed by regulations that have not yet been issued. The legislative history
of the Tax Reform Act provides, however, that the regulations will require that
this prepayment assumption be the prepayment assumption that is used in
determining the offering price of the certificate. No representation is made
that any certificate will prepay at the prepayment assumption or at any other
rate. The prepayment assumption contained in the Code literally only applies to
debt instruments collateralized by other debt instruments that are subject to
prepayment rather than direct ownership interests in such debt instruments, such
as the certificates represent. However, no other legal authority provides
guidance with regard to the proper method for accruing OID on obligations that
are subject to prepayment, and, until further guidance is issued, the master
servicer intends to calculate and report OID under the method described below.

     Accrual of Original Issue Discount. Generally, the owner of a senior
certificate must include in gross income the sum of the "daily portions," as
defined below, of the OID on that senior certificate for each day on which it
owns the senior certificate, including the date of purchase but excluding the
date of disposition. In the case of an original owner, the daily portions of
original issue discount with respect to each component generally will be
determined as follows under the Amendments. A calculation will be made by the
master servicer or such other entity specified in the related prospectus
supplement of the portion of original issue discount that accrues during each
successive monthly accrual period (or shorter period from the date of original
issue) that ends on the day in the calendar year corresponding to each of the


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distribution dates on the senior certificate (or the day prior to each such
date). This will be done, in the case of each full month accrual period, by
adding

     o    the present value at the end of the accrual period (determined by
          using as a discount factor the original yield to maturity of the
          respective component, under the Prepayment Assumption) of all
          remaining payments to be received under the Prepayment Assumption on
          the respective component, and

     o    any payments received during such accrual period (other than a payment
          of qualified stated interest), and subtracting from that total the
          "adjusted issue price" of the respective component at the beginning of
          such accrual period.

     The "adjusted issue price" of a senior certificate at the beginning of the
first accrual period is its issue price; the "adjusted issue price" of a senior
certificate at the beginning of a subsequent accrual period is the "adjusted
issue price" at the beginning of the immediately preceding accrual period plus
the amount of OID allocable to that accrual period reduced by the amount of any
payment (other than a payment of qualified stated interest) made at the end of
or during that accrual period. The OID during the accrual period will then be
divided by the number of days in the period to determine the daily portion of
OID for each day in the period. With respect to an initial accrual period
shorter than a full monthly accrual period, the daily portions of original issue
discount must be determined according to an appropriate allocation under any
reasonable method.

     OID generally must be reported as ordinary gross income as it accrues under
a constant interest method that takes into account the compounding of interest
as it accrues rather than when received. However, the amount of OID includible
in the income of a holder of an obligation is reduced when the obligation is
acquired after its initial issuance at a price greater than the sum of the
original issue price and the previously accrued OID, less prior payments of
principal. Accordingly, if mortgage loans acquired by a certificateholder are
purchased at a price equal to the then unpaid principal amount of such mortgage
loan, no original issue discount attributable to the difference between the
issue price and the original principal amount of such mortgage loan (i.e.,
points) will be includible by such holder. Other OID on the mortgage loans
(e.g., that arising from a "teaser" rate) would still need to be accrued.

     Senior Certificates Representing Interests in ARM Loans

     The OID Regulations do not address the treatment of instruments, such as
the senior certificates (if the related trust fund includes ARM loans), which
represent interests in ARM loans. Additionally, the IRS has not issued guidance
under the coupon stripping rules of the Code with respect to these instruments.
In the absence of any authority, the master servicer will report OID on senior
certificates attributable to ARM loans ("stripped ARM obligations") to holders
in a manner it believes to be consistent with the rules described under the
heading "-- Senior Certificates Representing Interests in Loans Other Than ARM
Loans" above and with the OID Regulations. In general, application of these
rules may require inclusion of income on a stripped ARM obligation in advance of
the receipt of cash attributable to such income. Further, the addition of
deferred interest resulting from negative amortization to the principal balance
of an ARM loan may require the inclusion of such amount in the income of the
senior


                                      164



certificateholder when the amount accrues. Furthermore, the addition of deferred
interest to the senior certificate's principal balance will result in additional
income (including possibly OID income) to the senior certificateholder over the
remaining life of the senior certificates.

     Because the treatment of stripped ARM obligations is uncertain, investors
are urged to consult their tax advisors regarding how income will be includible
with respect to these certificates.

POSSIBLE APPLICATION OF CONTINGENT PAYMENT REGULATIONS TO CERTAIN NON-REMIC
CERTIFICATES

     Final regulations issued on June 11, 1996 with respect to OID under section
1275 include "contingent payment regulations" covering obligations that provide
for one or more contingent payments. Rights to interest payments on a mortgage
loan might be considered to be contingent within the meaning of the contingent
payment regulations if the interest would not be paid if the borrower exercised
its right to prepay the mortgage loan. However, in the case of an investor
having a right to shares of the interest and principal payments on a mortgage
loan when the share of interest is not substantially greater than the share of
principal, the possibility of prepayment should not be considered to
characterize otherwise noncontingent interest payments as contingent payments.
The absence of interest payments following a prepayment would be the normal
consequence of the return of the investor's capital in the form of a principal
payment. On the other hand, a right to interest on such a mortgage loan is more
likely to be regarded as contingent if held by an investor that does not also
hold a right to the related principal. Such an investor would not recover its
capital through receipt of a principal payment at the time of the prepayment of
the mortgage loan.

     Applying these principles to the senior certificates, because the mortgage
loans are subject to prepayment at any time, payments on a class of senior
certificates representing a right to interest on the mortgage loans could be
considered to be contingent within the meaning of the contingent payment
regulations, at least if the senior certificate was issued at a premium. The
likelihood that such payments will be considered contingent increases the
greater the amount of such premium.

     In the event that payments on a senior certificate in respect of interest
on the mortgage loans are considered contingent, then the holder would generally
report income or loss as described under the heading "--Stripped Bonds and
Stripped Coupons" above; provided, however, that the yield that would be used in
calculating interest income would not be the actual yield but would instead
equal the "applicable Federal rate" (AFR), in effect at the time of purchase of
the senior certificate by the holder. The AFR generally is an average of current
yields on Treasury securities computed and published monthly by the IRS. In
addition, once the holder's adjusted basis in the senior certificate has been
reduced (by prior distributions or losses) to an amount equal to the aggregate
amount of the remaining noncontingent payments of the mortgage loans that are
allocable to the senior certificate (or to zero if the senior certificate does
not share in principal payments), then the holder would recognize income in each
subsequent month equal to the full amount of interest on the mortgage loans that
accrues in that month and is allocable to the senior certificate. It is
uncertain whether, under the contingent payment


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regulations, any other adjustments would be made to take account of prepayments
of the mortgage loans.

SALE OR EXCHANGE OF A SENIOR CERTIFICATE

     Sale or exchange of a senior certificate prior to its maturity will result
in gain or loss equal to the difference, if any, between the amount received and
the seller's adjusted basis in the senior certificate. Such adjusted basis
generally will equal the seller's purchase price for the senior certificate,
increased by the OID and market discount included in the seller's gross income
with respect to the senior certificate, and reduced by principal payments on the
senior certificate previously received by the seller and any premium amortized
by the seller. Such gain or loss will be capital gain or loss to a seller for
which a senior certificate is a "capital asset" within the meaning of section
1221 of the Code except to the extent of any accrued but unrecognized market
discount, and will be long-term or short-term depending on whether the senior
certificate has been owned for the long-term capital gain holding period
(currently more than one year).

     Non-corporate taxpayers are subject to reduced maximum rates on long-term
capital gains and are generally subject to tax at ordinary income rates on
short-term capital gains. The deductibility of capital losses is subject to
certain limitations. Prospective investors are encouraged to consult their own
tax advisors concerning these tax law provisions.

     It is possible that capital gain realized by holders of the senior
certificates could be considered gain realized upon the disposition of property
that was part of a "conversion transaction." A sale of a senior certificate will
be part of a conversion transaction if substantially all of the holder's
expected return is attributable to the time value of the holder's net
investment, and at least one of the following conditions is met:

     o    the holder entered the contract to sell the senior certificate
          substantially contemporaneously with acquiring the senior certificate;

     o    the senior certificate is part of a straddle;

     o    the senior certificate is marketed or sold as producing capital gain;
          or

     o    other transactions to be specified in Treasury regulations that have
          not yet been issued occur.

     If the sale or other disposition of a senior certificate is part of a
conversion transaction, all or any portion of the gain realized upon the sale or
other disposition would be treated as ordinary income instead of capital gain.

     Senior certificates will be "evidences of indebtedness" within the meaning
of section 582(c)(1) of the Code, so that gain or loss recognized from the sale
of a senior certificate by a bank or a thrift institution to which such section
applies will be ordinary income or loss.


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NON-U.S. PERSONS

     Generally, to the extent that a senior certificate evidences ownership in
mortgage loans that are issued on or before July 18, 1984, interest or OID paid
by the person required to withhold tax under section 1441 or 1442 to (i) an
owner that is not a U.S. Person or (ii) a senior certificateholder holding on
behalf of an owner that is not a U.S. Person, will be subject to federal income
tax, collected by withholding, at a rate of 30% or such lower rate as may be
provided for interest by an applicable tax treaty. Accrued OID recognized by the
owner on the sale or exchange of such a senior certificate also will be subject
to federal income tax at the same rate. Generally, such payments would not be
subject to withholding to the extent that a senior certificate evidences
ownership in mortgage loans issued after July 18, 1984, if

     o    the senior certificateholder does not actually or constructively own
          10% or more of the combined voting power of all classes of equity in
          the issuer (which for purposes of this discussion may be defined as
          the trust fund);

     o    the senior certificateholder is not a controlled foreign corporation
          within the meaning of section 957 of the Code related to the issuer;
          and

     o    the senior certificateholder complies with certain identification
          requirements, including delivery of a statement, signed by the senior
          certificateholder under penalties of perjury, certifying that it is
          not a U.S. Person and providing its name and address.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     The master servicer will furnish or make available, within a reasonable
time after the end of each calendar year, to each certificateholder at any time
during the year, such information as may be deemed necessary or desirable to
assist securityholders in preparing their federal income tax returns, or to
enable holders to make the information available to owners or other financial
intermediaries of holders that hold the certificates as nominees. If a holder,
owner or other recipient of a payment on behalf of an owner fails to supply a
certified taxpayer identification number or if the Secretary of the Treasury
determines that such person has not reported all interest and dividend income
required to be shown on its federal income tax return, backup withholding may be
required with respect to any payments. Any amounts deducted and withheld from a
distribution to a recipient would be allowed as a credit against the recipient's
federal income tax liability.

REMIC CERTIFICATES

GENERAL

     The trust fund relating to a series of certificates may elect to be treated
as a REMIC. Qualification as a REMIC requires ongoing compliance with certain
conditions. Although a REMIC is not generally subject to federal income tax
(see, however, "--Prohibited Transactions and Other Taxes") below, if a trust
fund with respect to which a REMIC election is made fails to comply with one or
more of the ongoing requirements of the Code for REMIC status during any


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taxable year (including the implementation of restrictions on the purchase and
transfer of the residual interest in a REMIC as described under "--Residual
Certificates" below), the Code provides that a trust fund will not be treated as
a REMIC for such year and thereafter. In that event, such entity may be taxable
as a separate corporation, and the related REMIC certificates may not be
accorded the status or given the tax treatment described below. While the Code
authorizes the Treasury to issue regulations providing relief in the event of an
inadvertent termination of status as a REMIC, no such regulations have been
issued. Moreover, any relief may be accompanied by sanctions such as the
imposition of a corporate tax on all or a portion of the REMIC's income for the
period in which the requirements for such status are not satisfied. With respect
to each trust fund that elects REMIC status, in the opinion of tax counsel,
assuming compliance with all provisions of the related Agreement, the trust fund
will qualify as a REMIC and the related certificates will be considered to be
regular interests ("regular certificates") or residual interests ("residual
certificates") in the REMIC. The related prospectus supplement for each series
of certificates will indicate whether the trust fund will make a REMIC election
and whether a class of certificates will be treated as a regular or residual
interest in the REMIC.

     In general, with respect to each series of certificates for which a REMIC
election is made,

     o    certificates held by a thrift institution taxed as a "domestic
          building and loan association" will constitute assets described in
          section 7701(a)(19)(C) of the Code;

     o    certificates held by a real estate investment trust will constitute
          "real estate assets" within the meaning of section 856(c)(4)(A) of the
          Code; and

     o    interest on certificates held by a real estate investment trust will
          be considered "interest on obligations secured by mortgages on real
          property" within the meaning of section 856(c)(3)(B) of the Code.

     If less than 95% of the REMIC's assets are assets qualifying under any of
the foregoing sections, the certificates will be qualifying assets only to the
extent that the REMIC's assets are qualifying assets. In addition, payments on
mortgage loans held pending distribution on the REMIC certificates will be
considered to be qualifying assets under the foregoing sections.

     In some instances, the mortgage loans may not be treated entirely as assets
described in the foregoing sections. See, in this regard, the discussion of
"buydown" mortgage loans contained in "--Non-REMIC Certificates--Single Class of
Senior Certificates" above. REMIC certificates held by a real estate investment
trust will not constitute "Government Securities" within the meaning of section
856(c)(4)(A) of the Code and REMIC certificates held by a regulated investment
company will not constitute "Government Securities" within the meaning of
section 851(b)(4)(A)(ii) of the Code. REMIC certificates held by certain
financial institutions will constitute "evidences of indebtedness" within the
meaning of section 582(c)(1) of the Code.

     A "qualified mortgage" for REMIC purposes is any obligation that is
principally secured by an interest in real property and that is transferred to
the REMIC within a prescribed time period in exchange for regular or residual
interests in the REMIC. The REMIC Regulations provide that manufactured housing
or mobile homes (not including recreational vehicles, campers or similar
vehicles) which are "single family residences" under section 25(e)(10) of the


                                      168



Code will qualify as real property without regard to state law classifications.
Under section 25(e)(10), a single family residence includes any manufactured
home which has a minimum of 400 square feet of living space and a minimum width
in excess of 102 inches and which is of a kind customarily used at a fixed
location.

TIERED REMIC STRUCTURES

     For certain series of certificates, two separate elections may be made to
treat designated portions of the related trust fund as REMICs (respectively, the
"subsidiary REMIC" and the "master REMIC") for federal income tax purposes. Upon
the issuance of any such series of certificates, tax counsel will deliver its
opinion generally to the effect that, assuming compliance with all provisions of
the related pooling and servicing agreement, the master REMIC as well as any
subsidiary REMIC will each qualify as a REMIC and the REMIC certificates issued
by the master REMIC and the subsidiary REMIC, respectively, will be considered
to evidence ownership of regular certificates or residual certificates in the
related REMIC within the meaning of the REMIC provisions.

     Only REMIC certificates issued by the master REMIC will be offered under
this prospectus. The subsidiary REMIC and the master REMIC will be treated as
one REMIC solely for purposes of determining

     o    whether the REMIC certificates will be (i) "real estate assets" within
          the meaning of section 856(c)(4)(A) of the Code or (ii) "loans secured
          by an interest in real property" under section 7701(a)(19)(C) of the
          Code; and

     o    whether the income on the certificates is interest described in
          section 856(c)(3)(B) of the Code.

REGULAR CERTIFICATES

     General. Except as otherwise stated in this discussion, regular
certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of regular certificates that otherwise report income under a
cash method of accounting will be required to report income with respect to
regular certificates under an accrual method.

     Original Issue Discount and Premium. The regular certificates may be issued
with OID within the meaning of section 1273(a) of the Code. Generally, the
amount of OID, if any, will equal the difference between the "stated redemption
price at maturity" of a regular certificate and its "issue price." Holders of
any class of certificates issued with OID will be required to include such OID
in gross income for federal income tax purposes as it accrues, in accordance
with a constant interest method based on the compounding of interest, in advance
of receipt of the cash attributable to such income. The following discussion is
based in part on the OID Regulations and in part on the provisions of the Tax
Reform Act. Holders of regular certificates should be aware, however, that the
OID Regulations do not adequately address certain issues relevant to prepayable
securities such as the regular certificates.


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     Rules governing OID are set forth in sections 1271 through 1273 and section
1275 of the Code. These rules require that the amount and rate of accrual of OID
be calculated based on a Prepayment Assumption and prescribe a method for
adjusting the amount and rate of accrual of such discount where the actual
prepayment rate differs from the Prepayment Assumption. Under the Code, the
Prepayment Assumption must be determined in the manner prescribed by regulations
which have not yet been issued. The Legislative History provides, however, that
Congress intended the regulations to require that the Prepayment Assumption be
the prepayment assumption that is used in determining the initial offering price
of the regular certificates. The prospectus supplement for each series of
regular certificates will specify the prepayment assumption to be used for the
purpose of determining the amount and rate of accrual of OID. No representation
is made that the regular certificates will prepay at the prepayment assumption
or at any other rate.

     In general, each regular certificate will be treated as a single
installment obligation issued with an amount of OID equal to the excess of its
"stated redemption price at maturity" over its "issue price." The issue price of
a regular certificate is the first price at which a substantial amount of
regular certificates of that class are sold to the public (excluding bond
houses, brokers, underwriters or wholesalers). If less than a substantial amount
of a particular class of regular certificates is sold for cash on or prior to
the date of their initial issuance, the issue price for that class will be
treated as the fair market value of that class on the initial issue date. The
issue price of a regular certificate also includes the amount paid by an initial
regular certificateholder for accrued interest that relates to a period prior to
the initial issue date of the regular certificate. The stated redemption price
at maturity of a regular certificate includes the original principal amount of
the regular certificate, but generally will not include distributions of
interest if such distributions constitute "qualified stated interest." Qualified
stated interest generally means interest payable at a single fixed rate or
qualified variable rate (as described below) provided that the interest payments
are unconditionally payable at intervals of one year or less during the entire
term of the regular certificate. Interest is payable at a single fixed rate only
if the rate appropriately takes into account the length of the interval between
payments. Distributions of interest on regular certificates with respect to
which deferred interest will accrue will not constitute qualified stated
interest payments, in which case the stated redemption price at maturity of the
regular certificates includes all distributions of interest as well as principal
thereon.

     Where the interval between the initial issue date and the first
distribution date on a regular certificate is longer than the interval between
subsequent distribution dates, the greater of any OID (disregarding the rate in
the first period) and any interest foregone during the first period is treated
as the amount by which the stated redemption price at maturity of the
certificate exceeds its issue price for purposes of the de minimis rule
described below. The OID Regulations suggest that all interest on a
long-first-period regular certificate that is issued with non-de minimis OID, as
determined under the foregoing rule, will be treated as OID. Where the interval
between the issue date and the first distribution date on a regular certificate
is shorter than the interval between subsequent distribution dates, interest due
on the first Distribution Date in excess of the amount that accrued during the
first period would be added to the certificates stated redemption price at
maturity. Regular securityholders are encouraged to consult their own tax
advisors to determine the issue price and stated redemption price at maturity of
a regular certificate.


                                      170



     Under the de minimis rule, OID on a regular certificate will be considered
to be zero if the amount of OID is less than 0.25% of the stated redemption
price at maturity of the regular certificate multiplied by the weighted average
maturity of the regular certificate. For this purpose, the weighted average
maturity of the regular certificate is computed as the sum of the amounts
determined by multiplying

     o    the number of full years (i.e., rounding down partial years) from the
          issue date until each distribution in reduction of stated redemption
          price at maturity is scheduled to be made

     times

     o    a fraction, the numerator of which is the amount of each distribution
          included in the stated redemption price at maturity of the regular
          certificate and the denominator of which is the stated redemption
          price at maturity of the regular certificate.

     Although currently unclear, it appears that the schedule of such
distributions should be determined in accordance with the assumed rate of
prepayment of the mortgage loans and the anticipated reinvestment rate, if any,
relating to the regular certificates. This prepayment assumption with respect to
a series of regular certificates will be set forth in the related prospectus
supplement. Holders generally must report de minimis OID pro rata as principal
payments are received and such income will be capital gain if the regular
certificate is held as a capital asset. However, accrual method holders may
elect to accrue all de minimis OID as well as market discount under a constant
interest method.

     The prospectus supplement with respect to a trust fund may provide for
certain regular certificates to be issued as "super-premium" certificates at
prices significantly exceeding their principal amounts or based on notional
principal balances. The income tax treatment of these super-premium certificates
is not entirely certain. For information reporting purposes, the trust fund
intends to take the position that the stated redemption price at maturity of the
super-premium certificates is the sum of all payments to be made on these
certificates determined under the prepayment assumption set forth in the related
prospectus supplement, with the result that the super-premium certificates would
be treated as being issued with OID. The calculation of income in this manner
could result in negative OID (which delays future accruals of OID rather than
being immediately deductible) when prepayments on the mortgage loans exceed
those estimated under the prepayment assumption. The IRS might contend, however,
that the contingent payment regulations should apply to the super-premium
certificates.

     Although the contingent payment regulations are not applicable to
instruments governed by section 1272(a)(6) of the Code, they represent the only
guidance regarding the current view of the IRS with respect to contingent
payment instruments. In the alternative, the IRS could assert that the stated
redemption price at maturity of such regular certificates should be limited to
their principal amount (subject to the discussion under "--Accrued Interest
Certificates" below), so that such regular certificates would be considered for
U.S. federal income tax purposes to be issued at a premium. If such position
were to prevail, the rules described under "--Premium" below would apply. It is
unclear when a loss may be claimed for any unrecovered basis for a super-premium
certificate. It is possible that a holder of a super-premium certificate may
only


                                      171



claim a loss when its remaining basis exceeds the maximum amount of future
payments, assuming no further prepayments, or when the final payment is received
with respect to the super-premium certificate.

     Under the REMIC Regulations, if the issue price of a regular certificate
(other than regular certificate based on a notional amount) does not exceed 125%
of its actual principal amount, the interest rate is not considered
disproportionately high. Accordingly, a regular certificate generally should not
be treated as a super-premium certificate and the rules described below under
"--Premium" below should apply. However, it is possible that holders of regular
certificates issued at a premium, even if the premium is less than 25% of the
certificate's actual principal balance, will be required to amortize the premium
under an OID method or contingent interest method even though no election under
section 171 of the Code is made to amortize such premium.

     Generally, a regular certificateholder must include in gross income the
"daily portions," as determined below, of the OID that accrues on a regular
certificate for each day the regular certificateholder holds the regular
certificate, including the purchase date but excluding the disposition date. In
the case of an original holder of a regular certificate, a calculation will be
made of the portion of the OID that accrues during each successive accrual
period that ends on the day in the calendar year corresponding to a distribution
date (or if distribution dates are on the first day or first business day of the
immediately preceding month, interest may be treated as payable on the last day
of the immediately preceding month) and begins on the day after the end of the
immediately preceding accrual period (or on the issue date in the case of the
first accrual period). This will be done, in the case of each full accrual
period, by adding

     o    the present value at the end of the accrual period (determined by
          using as a discount factor the original yield to maturity of the
          regular certificates as calculated under the Prepayment Assumption) of
          all remaining payments to be received on the regular certificate under
          the Prepayment Assumption, and

     o    any payments included in the stated redemption price at maturity
          received during the accrual period,

     and subtracting from that total the "adjusted issue price" of the regular
certificates at the beginning of the accrual period.

     The "adjusted issue price" of a regular certificate at the beginning of the
first accrual period is its issue price; the "adjusted issue price" of a regular
certificate at the beginning of a subsequent accrual period is the "adjusted
issue price" at the beginning of the immediately preceding accrual period plus
the amount of OID allocable to that accrual period and reduced by the accrual
period. The OID accrued during an accrual period will then be divided by the
number of days in the period to determine the daily portion of OID for each day
in the accrual period. The calculation of OID under the method described above
will cause the accrual of OID to either increase or decrease (but never below
zero) in a given accrual period to reflect the fact that prepayments are
occurring faster or slower than under the Prepayment Assumption. With respect to
an initial accrual period shorter than a full accrual period, the daily portions
of OID may be determined according to an appropriate allocation under any
reasonable method.


                                      172



     A subsequent purchaser of a regular certificate issued with OID who
purchases the regular certificate at a cost less than the remaining stated
redemption price at maturity will also be required to include in gross income
the sum of the daily portions of OID on that regular certificate. In computing
the daily portions of OID for such a purchaser (as well as an initial purchaser
that purchases at a price higher than the adjusted issue price but less than the
stated redemption price at maturity), however, the daily portion is reduced by
the amount that would be the daily portion for such day (computed in accordance
with the rules set forth above) multiplied by a fraction, the numerator of which
is the amount, if any, by which the price paid by such holder for that regular
certificate exceeds the following amount:

     o    the sum of the issue price plus the aggregate amount of OID that would
          have been includible in the gross income of an original regular
          certificateholder (who purchased the regular certificate at its issue
          price),

     less

     o    any prior payments included in the stated redemption price at
          maturity,

     and the denominator of which is the sum of the daily portions for that
regular certificate for all days beginning on the date after the purchase date
and ending on the maturity date computed under the Prepayment Assumption. A
holder who pays an acquisition premium instead may elect to accrue OID by
treating the purchase as original issue.

     Variable Rate Regular Certificates. Regular certificates may provide for
interest based on a variable rate. Interest based on a variable rate will
constitute qualified stated interest and not contingent interest if, generally,

     o    the interest is unconditionally payable at least annually;

     o    the issue price of the debt instrument does not exceed the total
          noncontingent principal payments; and

     o    interest is based on a "qualified floating rate," an "objective rate,"
          a combination of a single fixed rate and one or more "qualified
          floating rates," one "qualified inverse floating rate," or a
          combination of "qualified floating rates" that do not operate in a
          manner that significantly accelerates or defers interest payments on
          the regular certificate.

     The amount of OID with respect to a regular certificate bearing a variable
rate of interest will accrue in the manner described under "--Original Issue
Discount and Premium" above by assuming generally that the index used for the
variable rate will remain fixed throughout the term of the certificate.
Appropriate adjustments are made for the actual variable rate.

     Although unclear at present, the depositor intends to treat interest on a
regular certificate that is a weighted average of the net interest rates on
mortgage loans as qualified stated interest. In such case, the weighted average
rate used to compute the initial pass-through rate on the regular certificates
will be deemed to be the index in effect through the life of the regular


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certificates. It is possible, however, that the IRS may treat some or all of the
interest on regular certificates with a weighted average rate as taxable under
the rules relating to obligations providing for contingent payments. Such
treatment may effect the timing of income accruals on regular certificates.

     Market Discount. A purchaser of a regular certificate may be subject to the
market discount provisions of sections 1276 through 1278 of the Code. Under
these provisions and the OID Regulations, "market discount" equals the excess,
if any, of

     o    the regular certificate's stated principal amount or, in the case of a
          regular certificate with OID, the adjusted issue price (determined for
          this purpose as if the purchaser had purchased the regular certificate
          from an original holder)

     over

     o    the price for the regular certificate paid by the purchaser.

     A holder who purchases a regular certificate at a market discount will
recognize income upon receipt of each distribution representing stated
redemption price. In particular, under section 1276 of the Code such a holder
generally will be required to allocate each principal distribution first to
accrued market discount not previously included in income and to recognize
ordinary income to that extent. A certificateholder may elect to include market
discount in income currently as it accrues rather than including it on a
deferred basis in accordance with the foregoing. If made, such election will
apply to all market discount bonds acquired by the certificateholder on or after
the first day of the first taxable year to which the election applies. In
addition, the OID Regulations permit a certificateholder using the accrual
method of accounting to elect to accrue all interest, discount (including de
minimis market or original issue discount) and premium in income as interest,
based on a constant yield method. If such an election is made with respect to a
regular certificate with market discount, the certificateholder will be deemed
to have made an election to include in income currently market discount with
respect to all other debt instruments having market discount that the
certificateholder acquires during the year of the election or thereafter.
Similarly, a certificateholder that makes this election for a certificate that
is acquired at a premium will be deemed to have made an election to amortize
bond premium with respect to all debt instruments having amortizable bond
premium that the certificateholder owns or acquires. See "--Original Issues
Discount and Premium" above. The election to accrue interest, discount and
premium on a constant yield method with respect to a certificate is irrevocable.

     Market discount with respect to a regular certificate will be considered to
be zero if the amount allocable to the regular certificate is less than 0.25% of
the regular certificate's stated redemption price at maturity multiplied by the
regular certificate's weighted average maturity remaining after the date of
purchase. If market discount on a regular certificate is considered to be zero
under this rule, the actual amount of market discount must be allocated to the
remaining principal payments on the regular certificate and gain equal to such
allocated amount will be recognized when the corresponding principal payment is
made. Treasury regulations implementing the market discount rules have not yet
been issued; therefore, investors are encouraged to consult their own tax
advisors regarding the application of these rules and the


                                      174



advisability of making any of the elections allowed under sections 1276 through
1278 of the Code.

     The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond acquired
by the taxpayer after October 22, 1986, shall be treated as ordinary income to
the extent that it does not exceed the accrued market discount at the time of
such payment. The amount of accrued market discount for purposes of determining
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.

     The Code also grants authority to the Treasury to issue regulations
providing for the computation of accrued market discount on debt instruments,
the principal of which is payable in more than one installment. Until such time
as regulations are issued by the Treasury, rules described in the legislative
history of the Tax Reform Act will apply. Under those rules, the holder of a
market discount bond may elect to accrue market discount either on the basis of
a constant interest rate or according to one of the following methods. For
regular certificates issued with OID, the amount of market discount that accrues
during a period is equal to the product of

     o    the total remaining market discount

     multiplied by

     o    a fraction, the numerator of which is the OID accruing during the
          period and the denominator of which is the total remaining OID at the
          beginning of the period.

     For regular certificates issued without OID, the amount of market discount
that accrues during a period is equal to the product of

     o    the total remaining market discount

     multiplied by

     o    a fraction, the numerator of which is the amount of stated interest
          paid during the accrual period and the denominator of which is the
          total amount of stated interest remaining to be paid at the beginning
          of the period.

     For purposes of calculating market discount under any of the above methods
in the case of instruments (such as the regular certificates) which provide for
payments which may be accelerated by reason of prepayments of other obligations
securing such instruments, the same prepayment assumption applicable to
calculating the accrual of OID will apply.

     A holder of a regular certificate that acquires it at a market discount
also may be required to defer, until the maturity date of the regular
certificate or its earlier disposition in a taxable transaction, the deduction
of a portion of the amount of interest that the holder paid or accrued during
the taxable year on indebtedness incurred or maintained to purchase or carry the
regular certificate in excess of the aggregate amount of interest (including
OID) includible in the holder's gross income for the taxable year with respect
to the regular certificate. The amount of


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such net interest expense deferred in a taxable year may not exceed the amount
of market discount accrued on the regular certificate for the days during the
taxable year on which the holder held the regular certificate and, in general,
would be deductible when such market discount is includible in income. The
amount of any remaining deferred deduction is to be taken into account in the
taxable year in which the regular certificate matures or is disposed of in a
taxable transaction. In the case of a disposition in which gain or loss is not
recognized in whole or in part, any remaining deferred deduction will be allowed
to the extent of gain recognized on the disposition. This deferral rule does not
apply if the regular certificateholder elects to include such market discount in
income currently as it accrues on all market discount obligations acquired by
the regular certificateholder in that taxable year or thereafter.

     Premium. A purchaser of a regular certificate who purchases the regular
certificate at a cost (not including accrued qualified stated interest) greater
than its remaining stated redemption price at maturity will be considered to
have purchased the regular certificate at a premium and may elect to amortize
such premium under a constant yield method. A certificateholder that makes this
election for a certificate that is acquired at a premium will be deemed to have
made an election to amortize bond premium with respect to all debt instruments
having amortizable bond premium that such certificateholder acquires during the
year of the election or thereafter. It is not clear whether the prepayment
assumption would be taken into account in determining the life of the regular
certificate for this purpose. However, the legislative history of the Tax Reform
Act states that the same rules that apply to accrual of market discount (which
rules require use of a prepayment assumption in accruing market discount with
respect to regular certificates without regard to whether the certificates have
OID) will also apply in amortizing bond premium under section 171 of the Code.
The Code provides that amortizable bond premium will be allocated among the
interest payments on the regular certificates and will be applied as an offset
against the interest payment.

     On June 27, 1996, the IRS published in the Federal Register proposed
regulations on the amortization of bond premium. The foregoing discussion is
based in part on such proposed regulations. On December 30, 1997, the IRS issued
the amortizable bond premium regulations which generally are effective for bonds
acquired on or after March 2, 1998 or, for holders making an election to
amortize bond premium as described above, the taxable year that includes March
2, 1998 or any subsequent taxable year, will apply to bonds held on or after the
first day of taxable year in which such election is made. Neither the proposed
regulations nor the final regulations, by their express terms, apply to
prepayable securities described in section 1272(a)(6) of the Code such as the
regular certificates. Holders of regular certificates are encouraged to consult
their tax advisors regarding the possibility of making an election to amortize
any such bond premium.

     Deferred Interest. Certain classes of regular certificates will provide for
the accrual of interest when one or more ARM Loans are adding deferred interest
to their principal balance by reason of negative amortization. Any deferred
interest that accrues with respect to a class of regular certificates will
constitute income to the holders of such certificates prior to the time
distributions of cash with respect to deferred interest are made. It is unclear,
under the OID Regulations, whether any of the interest on such certificates will
constitute qualified stated interest or whether all or a portion of the interest
payable on the certificates must be included in the stated redemption price at
maturity of the certificates and accounted for as OID (which could


                                      176



accelerate such inclusion). Interest on regular certificates must in any event
be accounted for under an accrual method by the holders of these certificates.
Applying the latter analysis therefore may result only in a slight difference in
the timing of the inclusion in income of interest on the regular certificates.

     Effects of Defaults and Delinquencies. Certain series of certificates may
contain one or more classes of subordinated certificates and, in the event there
are defaults or delinquencies on the mortgage loans, amounts that would
otherwise be distributed on the subordinated certificates may instead be
distributed on the senior certificates. Holders of subordinated certificates
nevertheless will be required to report income with respect to these
certificates under an accrual method without giving effect to delays and
reductions in distributions on such subordinated certificates attributable to
defaults and delinquencies on the mortgage loans, except to the extent that it
can be established that such amounts are uncollectible. As a result, the amount
of income reported by a holder of a subordinated certificate in any period could
significantly exceed the amount of cash distributed to such holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the subordinated certificate is reduced as a result of defaults
and delinquencies on the mortgage loans. However, the timing and character of
such losses or reductions in income are uncertain. Accordingly, holders of
subordinated certificates are encouraged to consult their own tax advisors on
this point.

     Sale, Exchange or Redemption. If a regular certificate is sold, exchanged,
redeemed or retired, the seller will recognize gain or loss equal to the
difference between the amount realized on the sale, exchange, redemption, or
retirement and the seller's adjusted basis in the regular certificate. The
adjusted basis generally will equal the cost of the regular certificate to the
seller, increased by any OID and market discount included in the seller's gross
income with respect to the regular certificate, and reduced (but not below zero)
by payments included in the stated redemption price at maturity previously
received by the seller and by any amortized premium. Similarly, a holder who
receives a payment which is part of the stated redemption price at maturity of a
regular certificate will recognize gain equal to the excess, if any, of the
amount of the payment over the holder's adjusted basis in the regular
certificate. The holder of a regular certificate that receives a final payment
which is less than the holder's adjusted basis in the regular certificate will
generally recognize a loss. Except as provided in the following paragraph and as
provided under "--Market Discount" above, any such gain or loss will be capital
gain or loss, provided that the regular certificate is held as a "capital asset"
(generally, property held for investment) within the meaning of section 1221 of
the Code.

     Non-corporate taxpayers are subject to reduced maximum rates on long-term
capital gains and are generally subject to tax at ordinary income rates on
short-term capital gains. The deductibility of capital losses is subject to
certain limitations. Prospective investors are encouraged to consult their own
tax advisors concerning these tax law provisions.

     Gain from the sale or other disposition of a regular certificate that might
otherwise be capital gain will be treated as ordinary income to the extent that
such gain does not exceed the excess, if any, of:


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     o    the amount that would have been includible in such holder's income
          with respect to the regular certificate had income accrued thereon at
          a rate equal to 110% of the AFR as defined in section 1274(d) of the
          Code determined as of the date of purchase of such regular
          certificate,

     over

     o    the amount actually includible in the holder's income.

     Gain from the sale or other disposition of a regular certificate that might
otherwise be capital gain will be treated as ordinary income, (i) if the regular
certificate is held as part of a "conversion transaction" as defined in section
1258(c) of the Code, up to the amount of interest that would have accrued at the
applicable federal rate under section 1274(d) of the Code in effect at the time
the taxpayer entered into the transaction minus any amount previously treated as
ordinary income with respect to any prior disposition of property that was held
as part of such transaction, or (ii) if the regular certificate is held as part
of a straddle. Potential investors are encouraged to consult their tax advisors
with respect to the tax consequences of ownership and disposition of an
investment in regular certificates in their particular circumstances.

     Regular certificates will be "evidences of indebtedness" within the meaning
of section 582(c)(1) of the Code so that gain or loss recognized from the sale
of a regular certificate by a bank or a thrift institution to which such section
applies will be ordinary income or loss.

     The regular certificate information reports will include a statement of the
adjusted issue price of the regular certificate at the beginning of each accrual
period. In addition, the reports will include information necessary to compute
the accrual of any market discount that may arise upon secondary trading of
regular certificates. Because exact computation of the accrual of market
discount on a constant yield method would require information relating to the
holder's purchase price which the REMIC may not have, it appears that the
information reports will only require information pertaining to the appropriate
proportionate method of accruing market discount.

     Accrued Interest Certificates. Regular certificates that are "payment lag"
certificates may provide for payments of interest based on a period that
corresponds to the interval between distribution dates but that ends prior to
each distribution date. The period between the initial issue date of the payment
lag certificates and their first distribution date may or may not exceed such
interval. Purchasers of payment lag certificates for which the period between
the initial issue date and the first distribution date does not exceed such
interval could pay upon purchase of the regular certificates accrued interest in
excess of the accrued interest that would be paid if the interest paid on the
distribution date were interest accrued from distribution date to distribution
date. If a portion of the initial purchase price of a regular certificate is
allocable to interest that has accrued prior to the issue date ("pre-issuance
accrued interest"), and the regular certificate provides for a payment of stated
interest on the first payment date (and the first payment date, is within one
year of the issue date) that equals or exceeds the amount of the pre-issuance
accrued interest, then the regular certificate's issue price may be computed by
subtracting from the issue price the amount of pre-issuance accrued interest,
rather than as an amount payable on the regular certificate. However, it is
unclear under this method how the


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proposed OID Regulations treat interest on payment lag certificates as described
above. Therefore, in the case of a payment lag certificate, the REMIC intends to
include accrued interest in the issue price and report interest payments made on
the first distribution date as interest only to the extent such payments
represent interest for the number of days that the certificateholder has held
the payment lag certificate during the first accrual period.

     Investors are encouraged to consult their own tax advisors concerning the
treatment for federal income tax purposes of payment lag certificates.

     Non-Interest Expenses of the REMIC. Under temporary Treasury regulations,
if the REMIC is considered to be a "single-class REMIC," a portion of the
REMIC's servicing, administrative and other noninterest expenses will be
allocated as a separate item to those regular securityholders that are
"pass-through interest holders." Generally, a single-class REMIC is defined as
(i) a REMIC that would be treated as a fixed investment trust under Treasury
regulations but for its qualification as a REMIC or (ii) a REMIC that is
substantially similar to an investment trust but is structured with the
principal purpose of avoiding this allocation requirement imposed by the
temporary regulations. Such a pass-through interest holder would be required to
add its allocable share, if any, of such expenses to its gross income and to
treat the same amount as an item of investment expense. An individual generally
would be allowed a deduction for such expenses only as a miscellaneous itemized
deduction subject to the limitations under section 67 of the Code. That section
allows such deductions only to the extent that in the aggregate such expenses
exceed 2% of the holder's adjusted gross income. In addition, section 68 of the
Code provides that the amount of itemized deductions otherwise allowable for an
individual whose adjusted gross income exceeds a certain amount (the "applicable
amount") will be reduced by the lesser of (i) 3% of the excess of the
individual's adjusted gross income over the applicable amount or (ii) 80% of the
amount of itemized deductions otherwise allowable for the taxable year. As a
result of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the
"2001 Act"), limitations imposed by section 68 of the Code on claiming itemized
deductions will be phased-out commencing in 2006. Unless amended, this provision
of the 2001 Act will no longer apply for taxable years beginning on or after
December 31, 2010. The amount of additional taxable income recognized by
residual securityholders who are subject to the limitations of either section 67
or section 68 may be substantial. The REMIC is required to report to each
pass-through interest holder and to the IRS such holder's allocable share, if
any, of the REMIC's non-interest expenses. The term "pass-through interest
holder" generally refers to individuals, entities taxed as individuals and
certain pass-through entities including regulated investment companies, but does
not include real estate investment trusts. Certificateholders that are
"pass-through interest holders" are encouraged to consult their own tax advisors
about the impact of these rules on an investment in the regular certificates.

     Treatment of Realized Losses. Although not entirely clear, it appears that
holders of regular certificates that are corporations should in general be
allowed to deduct as an ordinary loss any loss sustained during the taxable year
on account of any regular certificates becoming wholly or partially worthless
and that, in general, holders of certificates that are not corporations should
be allowed to deduct as a short-term capital loss any loss sustained during the
taxable year on account of any regular certificates becoming wholly worthless.
Although the matter is not entirely clear, non-corporate holders of certificates
may be allowed a bad debt deduction at


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such time that the principal balance of any regular certificate is reduced to
reflect realized losses resulting from any liquidated mortgage loans. The IRS,
however, could take the position that non-corporate holders will be allowed a
bad debt deduction to reflect realized losses only after all mortgage loans
remaining in the related trust fund have been liquidated or the certificates of
the related series have been otherwise retired. Prospective investors in and
holders of the certificates are urged to consult their own tax advisors
regarding the appropriate timing, amount and character of any loss sustained
with respect to such certificates, including any loss resulting from the failure
to recover previously accrued interest or discount income. Special loss rules
are applicable to banks and thrift institutions, including rules regarding
reserves for bad debts. Such taxpayers are advised to consult their tax advisors
regarding the treatment of losses on certificates.

     Non-U.S. Persons. Generally, payments of interest (including any payment
with respect to accrued OID) on the regular certificates to a regular
certificateholder who is a non-U.S. Person not engaged in a trade or business
within the United States will not be subject to federal withholding tax if

     o    the regular certificateholder does not actually or constructively own
          10% or more of the combined voting power of all classes of equity in
          the issuer (which for purposes of this discussion may be defined as
          the trust fund or the beneficial owners of the related residual
          certificates);

     o    the regular certificateholder is not a controlled foreign corporation
          (within the meaning of section 957 of the Code) related to the issuer;
          and

     o    the regular certificateholder complies with certain identification
          requirements, including delivery of a statement, signed by the regular
          certificateholder under penalties of perjury, certifying that it is a
          foreign person and providing its name and address.

     If a regular certificateholder is not exempt from withholding,
distributions of interest, including distributions in respect of accrued OID,
the holder may be subject to a 30% withholding tax, subject to reduction under
any applicable tax treaty.

     Further, it appears that a regular certificate 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 non-resident alien
individuals are encouraged to consult their tax advisors concerning this
question.

     Regular securityholders who are non-U.S. Persons and persons related to
such holders should not acquire any residual certificates, and residual
securityholders and persons related to residual securityholders should not
acquire any regular certificates without consulting their tax advisors as to the
possible adverse tax consequences of doing so.

     Information Reporting and Backup Withholding. The master servicer will
furnish or make available, within a reasonable time after the end of each
calendar year, to each regular certificateholder at any time during such year,
such information as may be deemed necessary or


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desirable to assist regular securityholders in preparing their federal income
tax returns or to enable holders to make such information available to owners or
other financial intermediaries of holders that hold regular certificates. If a
holder, owner or other recipient of a payment on behalf of an owner fails to
supply a certified taxpayer identification number or if the Secretary of the
Treasury determines that such person has not reported all interest and dividend
income required to be shown on its federal income tax return, backup withholding
may be required with respect to any payments. Any amounts deducted and withheld
from a distribution to a recipient would be allowed as a credit against such
recipient's federal income tax liability.

RESIDUAL CERTIFICATES

     Allocation of the Income of the REMIC to the Residual Certificates. The
REMIC will not be subject to federal income tax except with respect to income
from prohibited transactions and certain other transactions. See "--Prohibited
Transactions and Other Taxes" below. Instead, each original holder of a residual
certificate will report on its federal income tax return, as ordinary income,
its share of the taxable income of the REMIC for each day during the taxable
year on which such holder owns any residual certificates. The taxable income of
the REMIC for each day will be determined by allocating the taxable income of
the REMIC for each calendar quarter ratably to each day in the quarter. The
holder's share of the taxable income of the REMIC for each day will be based on
the portion of the outstanding residual certificates that the holder owns on
that day. The taxable income of the REMIC will be determined under an accrual
method and will be taxable to the residual securityholders without regard to the
timing or amounts of cash distributions by the REMIC. Ordinary income derived
from residual certificates will be "portfolio income" for purposes of the
taxation of taxpayers subject to the limitations on the deductibility of
"passive losses." As residual interests, the residual certificates will be
subject to tax rules, described below, that differ from those that would apply
if the residual certificates were treated for federal income tax purposes as
direct ownership interests in the certificates or as debt instruments issued by
the REMIC.

     A residual certificateholder may be required to include taxable income from
the residual certificate in excess of the cash distributed. For example, a
structure where principal distributions are made serially on regular interests
(i.e., a fast-pay, slow-pay structure) may generate such a mismatching of income
and cash distributions (i.e., "phantom income"). This mismatching may be caused
by the use of certain required tax accounting methods by the REMIC, variations
in the prepayment rate of the underlying mortgage loans and certain other
factors. Depending upon the structure of a particular transaction, the
aforementioned factors may significantly reduce the after-tax yield of a
residual certificate to a residual certificateholder. Investors are encouraged
to consult their own tax advisors concerning the federal income tax treatment of
a residual certificate and the impact of such tax treatment on the after-tax
yield of a residual certificate.

     A subsequent residual certificateholder also will report on its federal
income tax return amounts representing a daily share of the taxable income of
the REMIC for each day that the residual certificateholder owns the residual
certificate. Those daily amounts generally would equal the amounts that would
have been reported for the same days by an original residual certificateholder,
as described above. The legislative history of the Tax Reform Act indicates that
certain adjustments may be appropriate to reduce (or increase) the income of a
subsequent holder of a residual certificate that purchased the residual
certificate at a price greater than (or


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less than) the adjusted basis the residual certificate would have in the hands
of an original residual certificateholder. See "--Sale or Exchange of Residual
Certificates" below. It is not clear, however, whether such adjustments will in
fact be permitted or required and, if so, how they would be made. The REMIC
Regulations do not provide for any such adjustments.

     Taxable Income of the REMIC Attributable to Residual Certificates. The
taxable income of the REMIC will reflect a netting of the income from the
mortgage loans and the REMIC's other assets and the deductions allowed to the
REMIC for interest and OID on the regular certificates and, except as described
under "--Non-Interest Expenses of the REMIC" below, other expenses.

     For purposes of determining its taxable income, the REMIC will have an
initial aggregate tax basis in its assets equal to the sum of the issue prices
of the regular and residual certificates (or, if a class of certificates is not
sold initially, their fair market values). Such aggregate basis will be
allocated among the mortgage loans and other assets of the REMIC in proportion
to their respective fair market values. A mortgage loan will be deemed to have
been acquired with discount or premium to the extent that the REMIC's basis
therein is less or greater, respectively than its principal balance. Any such
discount (whether market discount or OID) will be includible in the income of
the REMIC as it accrues, in advance of receipt of the cash attributable to such
income, under a method similar to the method described above for accruing OID on
the regular certificates. The REMIC expects to elect under section 171 of the
Code to amortize any premium on the mortgage loans. Premium on any mortgage loan
to which the election applies would be amortized under a constant yield method.
It is likely that the yield of a mortgage loan would be calculated for this
purpose taking account of the prepayment assumption. However, the election would
not apply to any mortgage loan originated on or before September 27, 1985.
Instead, premium on such a mortgage loan would be allocated among the principal
payments thereon and would be deductible by the REMIC as those payments become
due.

     The REMIC will be allowed a deduction for interest and OID on the regular
certificates. The amount and method of accrual of OID will be calculated for
this purpose in the same manner as described above with respect to regular
certificates except that the 0.25% per annum de minimis rule and adjustments for
subsequent holders described therein will not apply.

     A residual certificateholder will not be permitted to amortize the cost of
the residual certificate as an offset to its share of the REMIC's taxable
income. However, such taxable income will not include cash received by the REMIC
that represents a recovery of the REMIC's basis in its assets, and, as described
above, the issue price of the residual certificates will be added to the issue
price of the regular certificates in determining the REMIC's initial basis in
its assets. See "--Sale or Exchange of Residual Certificates" below. For a
discussion of possible adjustments to income of a subsequent holder of a
residual certificate to reflect any difference between the actual cost of the
residual certificate to such holder and the adjusted basis the residual
certificate would have in the hands of an original residual certificateholder,
see "-- Allocation of the Income of the REMIC to the Residual Certificates"
above.

     Additional Taxable Income of Residual Interests. Any payment received by a
holder of a residual certificate in connection with the acquisition of the
residual certificate will be taken into


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account in determining the income of such holder for federal income tax
purposes. Although it appears likely that any such payment would be includible
in income immediately upon its receipt or accrual as ordinary income, the IRS
might assert that such payment should be included in income over time according
to an amortization schedule or according to some other method. Because of the
uncertainty concerning the treatment of such payments, holders of residual
certificates are encouraged to consult their tax advisors concerning the
treatment of such payments for income tax purposes.

     Net Losses of the REMIC. The REMIC will have a net loss for any calendar
quarter in which its deductions exceed its gross income. The net loss would be
allocated among the residual securityholders in the same manner as the REMIC's
taxable income. The net loss allocable to any residual certificate will not be
deductible by the holder to the extent that such net loss exceeds such holder's
adjusted basis in the residual certificate. Any net loss that is not currently
deductible by reason of this limitation may only be used by the residual
certificateholder to offset its share of the REMIC's taxable income in future
periods (but not otherwise). The ability of residual securityholders that are
individuals or closely held corporations to deduct net losses may be subject to
additional limitations under the Code.

     Mark-to-Market Regulations. Prospective purchasers of a residual
certificate should be aware that the IRS finalized mark-to-market regulations
which provide that a residual certificate acquired after January 3, 1995 cannot
be marked to market. The mark-to-market regulations replaced the temporary
regulations which allowed a residual certificate to be marked to market provided
that it was not a "negative value" residual interest.

     Inducement Fees. The Treasury Department has issued final regulations,
effective May 11, 2004, that address the federal income tax treatment of
"inducement fees" received by transferees of noneconomic REMIC residual
interests. The final regulations require inducement fees to be included in
income over a period reasonably related to the period in which the related REMIC
residual interest is expected to generate taxable income or net loss allocable
to the holder. The final regulations provide two safe harbor methods that permit
transferees to include inducement fees in income either (i) in the same amounts
and over the same period that the taxpayer uses for financial reporting
purposes, provided that such period is not shorter than the period the REMIC is
expected to generate taxable income or (ii) ratably over the remaining
anticipated weighted average life of all the regular and residual interests
issued by the REMIC, determined based on actual distributions projected as
remaining to be made on such interests under the prepayment assumption. If the
holder of a REMIC residual interest sells or otherwise disposes of the residual
certificate, any unrecognized portion of the inducement fee must be taken into
account at the time of the sale or disposition. The final regulations also
provide that an inducement fee shall be treated as income from sources within
the United States. In addition, the IRS has issued administrative guidance
addressing the procedures by which transferees of noneconomic REMIC residual
interests may obtain automatic consent from the IRS to change the method of
accounting for REMIC inducement fee income to one of the safe harbor methods
provided in these final regulations (including a change from one safe harbor
method to the other safe harbor method). Prospective purchasers of the residual
certificates are encouraged to consult with their tax advisors regarding the
effect of these final regulations and the related guidance regarding the
procedures for obtaining automatic consent to change the method of accounting.


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     Non-Interest Expenses of the REMIC. The REMIC's taxable income will be
determined in the same manner as if the REMIC were an individual. However, all
or a portion of the REMIC's servicing, administrative and other non-interest
expenses will be allocated as a separate item to residual securityholders that
are "pass-through interest holders." Such a holder would be required to add an
amount equal to its allocable share, if any, of such expenses to its gross
income and to treat the same amount as an item of investment expense.
Individuals are generally allowed a deduction for such an investment expense
only as a miscellaneous itemized deduction subject to the limitations under
section 67 of the Code which allows such deduction only to the extent that, in
the aggregate, all such expenses exceed 2% of an individual's adjusted gross
income. In addition, the personal exemptions and itemized deductions of
individuals with adjusted gross incomes above particular levels are subject to
certain limitations which reduce or eliminate the benefit of such items. The
REMIC is required to report to each pass-through interest holder and to the IRS
the holder's allocable share, if any, of the REMIC's non-interest expenses. The
term "pass-through interest holder" generally refers to individuals, entities
taxed as individuals and certain pass-through entities, but does not include
real estate investment trusts. Residual securityholders that are "pass-through
interest holders" are encouraged to consult their own tax advisors about the
impact of these rules on an investment in the residual certificates. See "--
Regular Certificates--Non-Interest Expenses of the REMIC" above.

     Excess Inclusions. A portion of the income on a residual certificate
(referred to in the Code as an "excess inclusion") for any calendar quarter
will, with an exception discussed below for certain thrift institutions, be
subject to federal income tax in all events. Thus, for example, an excess
inclusion

     o    may not, except as described below, be offset by any unrelated losses,
          deductions or loss carryovers of a residual certificateholder;

     o    will be treated as "unrelated business taxable income" within the
          meaning of section 512 of the Code if the residual certificateholder
          is a pension fund or any other organization that is subject to tax
          only on its unrelated business taxable income (see "Tax-Exempt
          Investors" below); and

     o    is not eligible for any reduction in the rate of withholding tax in
          the case of a residual certificateholder that is a foreign investor.

     See "--Non-U.S. Persons" below. The exception for thrift institutions is
available only to the institution holding the residual certificate and not to
any affiliate of the institution, unless the affiliate is a subsidiary all the
stock of which, and substantially all the indebtedness of which, is held by the
institution, and which is organized and operated exclusively in connection with
the organization and operation of one or more REMICs.

     Except as discussed in the following paragraph, with respect to any
residual certificateholder, the excess inclusions for any calendar quarter is
the excess, if any, of

     o    the income of the residual certificateholder for that calendar quarter
          from its residual certificate


                                      184



     over

     o    the sum of the "daily accruals" for all days during the calendar
          quarter on which the residual certificateholder holds the residual
          certificate.

     For this purpose, the daily accruals with respect to a residual certificate
are determined by allocating to each day in the calendar quarter its ratable
portion of the product of the "adjusted issue price" of the residual certificate
at the beginning of the calendar quarter and 120% of the "Federal long-term
rate" in effect at the time the residual certificate is issued. For this
purpose, the "adjusted issue price" of a residual certificate at the beginning
of any calendar quarter equals the issue price of the residual certificate,
increased by the amount of daily accruals for all prior quarters, and decreased
(but not below zero) by the aggregate amount of payments made on the residual
certificate before the beginning of such quarter. The "Federal long-term rate"
is an average of current yields on Treasury securities with a remaining term of
greater than nine years, computed and published monthly by the IRS.

     In the case of any residual certificates held by a real estate investment
trust, the aggregate excess inclusions with respect to such residual
certificates, reduced (but not below zero) by the real estate investment trust
taxable income (within the meaning of section 857(b)(2) of the Code, excluding
any net capital gain), will be allocated among the shareholders of such trust in
proportion to the dividends received by the shareholders from such trust, and
any amount so allocated will be treated as an excess inclusion with respect to a
residual certificate as if held directly by such shareholder. Regulated
investment companies, common trust funds and certain cooperatives are subject to
similar rules.

     In addition, the Code provides three rules for determining the effect of
excess inclusions on the alternative minimum taxable income of a residual
certificateholder. First, the alternative minimum taxable income for the
residual certificateholder is determined without regard to the special rule that
taxable income cannot be less than excess inclusion. Second, the amount of any
alternative minimum tax net operating loss deductions must be computed without
regard to any excess inclusions. Third, the residual certificateholder's
alternative minimum taxable income for a tax year cannot be less than excess
inclusions for the year. The effect of this last statutory amendment is to
prevent the use of nonrefundable tax credits to reduce a taxpayer's income tax
below its tentative minimum tax computed only on excess inclusions.

     Payments. Any distribution made on a residual certificate to a residual
certificateholder will be treated as a non-taxable return of capital to the
extent it does not exceed the residual certificateholder's adjusted basis in the
residual certificate. To the extent a distribution exceeds such adjusted basis,
it will be treated as gain from the sale of the residual certificate.

     Pass-Through of Miscellaneous Itemized Deductions. As a general rule, all
of the fees and expenses of a REMIC will be taken into account by holders of the
residual certificates. In the case of a "single class REMIC," however, the
expenses and a matching amount of additional income will be allocated, under
temporary Treasury regulations, among the holders of the regular certificates
and the holders of the residual certificates on a daily basis in proportion to
the relative amounts of income accruing to each certificateholder on that day.
In the case of individuals (or trusts, estates or other persons who compute
their income in the same manner as


                                      185



individuals) who own an interest in a regular certificate directly or through a
pass-through entity which is required to pass miscellaneous itemized deductions
through to its owners or beneficiaries (e.g., a partnership, an S corporation or
a grantor trust), such expenses will be deductible only to the extent that such
expenses, plus other "miscellaneous itemized deductions" of the individual,
exceed 2% of such individual's adjusted gross income. The reduction or
disallowance of this deduction coupled with the allocation of additional income
may have a significant impact on the yield of the regular certificate to such a
holder. Further, holders (other than corporations) subject to the alternative
minimum tax may not deduct miscellaneous itemized deductions in determining such
holders' alternative minimum taxable income. In general terms, a single class
REMIC is one that either (i) would qualify, under existing Treasury regulations,
as a grantor trust if it were not a REMIC (treating all interests as ownership
interests, even if they would be classified as debt for federal income tax
purposes) or (ii) is similar to such a trust and is structured with the
principal purpose of avoiding the single class REMIC rules. Unless otherwise
stated in the applicable prospectus supplement, the expenses of the REMIC will
be allocated to holders of the related residual certificates in their entirety
and not to holders of the related regular certificates.

     Sale or Exchange of Residual Certificates. If a residual certificate is
sold or exchanged, the seller will generally recognize gain or loss equal to the
difference between the amount realized on the sale or exchange and its adjusted
basis in the residual certificate (except that the recognition of loss may be
limited under the "wash sale" rules described below). A holder's adjusted basis
in a residual certificate generally equals the cost of the residual certificate
to the residual certificateholder, increased by the taxable income of the REMIC
that was included in the income of the residual certificateholder with respect
to the residual certificate, and decreased (but not below zero) by the net
losses that have been allowed as deductions to the residual certificateholder
with respect to the residual certificate and by the distributions received
thereon by the residual certificateholder. In general, any such gain or loss
will be capital gain or loss provided the residual certificate is held as a
capital asset. However, residual certificates will be "evidences of
indebtedness" within the meaning of section 582(c)(1) of the Code, so that gain
or loss recognized from sale of a residual certificate by a bank or thrift
institution to which such section applies would be ordinary income or loss.

     Except as provided in Treasury regulations yet to be issued, if the seller
of a residual certificate reacquires the residual certificate or acquires any
other residual certificate, any residual interest in another REMIC or similar
interest in a "taxable mortgage pool" (as defined in section 7701(i)) of the
Code during the period beginning six months before, and ending six months after,
the date of such sale, such sale will be subject to the "wash sale" rules of
section 1091 of the Code. In that event, any loss realized by the residual
certificateholder on the sale will not be deductible, but instead will increase
the residual certificateholder's adjusted basis in the newly acquired asset.

     Non-corporate taxpayers are subject to reduced maximum rates on long-term
capital gains and are generally subject to tax at ordinary income rates on
short-term capital gains. The deductibility of capital losses is subject to
certain limitations. Prospective investors are encouraged to consult their own
tax advisors concerning these tax law provisions.


                                       186



PROHIBITED TRANSACTIONS AND OTHER TAXES

     The REMIC is subject to a tax at a rate equal to 100% of the net income
derived from "prohibited transactions." In general, a prohibited transaction
means the disposition of a mortgage loan other than pursuant to certain
specified exceptions, the receipt of investment income from a source other than
a mortgage loan or certain other permitted investments or the disposition of an
asset representing a temporary investment of payments on the mortgage loans
pending payment on the residual certificates or regular certificates. In
addition, the assumption of a mortgage loan by a subsequent purchaser could
cause the REMIC to recognize gain which would also be subject to the 100% tax on
prohibited transactions.

     In addition, certain contributions to a REMIC made after the initial issue
date of the certificates could result in the imposition of a tax on the REMIC
equal to 100% of the value of the contributed property.

     It is not anticipated that the REMIC will engage in any prohibited
transactions or receive any contributions subject to the contributions tax.
However, in the event that the REMIC is subject to any such tax, unless
otherwise disclosed in the related prospectus supplement, such tax would be
borne first by the residual securityholders, to the extent of amounts
distributable to them, and then by the master servicer.

LIQUIDATION AND TERMINATION

     If the REMIC adopts a plan of complete liquidation, within the meaning of
section 860F(a)(4)(A)(i) of the Code, which may be accomplished by designating
in the REMIC's final tax return a date on which such adoption is deemed to
occur, and sells all of its assets (other than cash) within a 90-day period
beginning on such date, the REMIC will not be subject to any prohibited
transaction tax, provided that the REMIC credits or distributes in liquidation
all of the sale proceeds plus its cash (other than the amounts retained to meet
claims) to holders of regular and residual certificates within the 90-day
period.

     The REMIC will terminate shortly following the retirement of the regular
certificates. If a residual certificateholder's adjusted basis in the residual
certificate exceeds the amount of cash distributed to the residual
certificateholder in final liquidation of its interest, it would appear that the
residual certificateholder would be entitled to a loss equal to the amount of
such excess. It is unclear whether such a loss, if allowed, will be a capital
loss or an ordinary loss.

ADMINISTRATIVE MATTERS

     Solely for the purpose of the administrative provisions of the Code, the
REMIC will be treated as a partnership and the residual securityholders will be
treated as the partners. Under temporary regulations, however, if there is at no
time during the taxable year more than one residual certificateholder, a REMIC
shall not be subject to the rules of subchapter C of chapter 63 of the Code
relating to the treatment of partnership items for a taxable year. Accordingly,
the REMIC will file an annual tax return on Form 1066, U.S. Real Estate Mortgage
Investment Conduit Income Tax Return. In addition, certain other information
will be furnished quarterly to


                                      187



each residual certificateholder who held the residual certificate on any day in
the previous calendar quarter.

     Each residual certificateholder is required to treat items on its return
consistently with their treatment on the REMIC's return, unless the residual
certificateholder either files a statement identifying the inconsistency or
establishes that the inconsistency resulted from incorrect information received
from the REMIC. The IRS may assert a deficiency resulting from a failure to
comply with the consistency requirement without instituting an administrative
proceeding at the REMIC level. Any person that holds a residual certificate as a
nominee for another person may be required to furnish the REMIC, in a manner to
be provided in Treasury regulations, with the name and address of such person
and other information.

TAX-EXEMPT INVESTORS

     Any residual certificateholder that is a pension fund or other entity that
is subject to federal income taxation only on its "unrelated business taxable
income" within the meaning of section 512 of the Code will be subject to such
tax on that portion of the distributions received on a residual certificate that
is considered an "excess inclusion." See"--Residual Certificates-- Excess
Inclusions" above.

NON-U.S. PERSONS

     Amounts paid to residual securityholders who are not U.S. Persons (see
"--Regular Certificates--Non-U.S. Persons" above) are treated as interest for
purposes of the 30% (or lower treaty rate) United States withholding tax.
Amounts distributed to residual securityholders should qualify as "portfolio
interest," subject to the conditions described in "--Regular Certificates"
above, but only to the extent that the mortgage loans were originated after July
18, 1984. Furthermore, the rate of withholding on any income on a residual
certificate that is excess inclusion income will not be subject to reduction
under any applicable tax treaties. See "-- Residual Certificates--Excess
Inclusions" above. If the portfolio interest exemption is unavailable, such
amount will be subject to United States withholding tax when paid or otherwise
distributed (or when the residual certificate is disposed of) under rules
similar to those for withholding upon disposition of debt instruments that have
OID. The Code, however, grants the Treasury authority to issue regulations
requiring that those amounts be taken into account earlier than otherwise
provided where necessary to prevent avoidance of tax (e.g., where the residual
certificates do not have significant value). See "--Residual
Certificates--Excess Inclusions" above. If the amounts paid to residual
securityholders that are not U.S. Persons are effectively connected with their
conduct of a trade or business within the United States, the 30% (or lower
treaty rate) withholding tax will not apply. Instead, the amounts paid to such
non-U.S. Person will be subject to U. S. federal income taxation at regular
graduated rates. For special restrictions on the transfer of residual
certificates, see "--Tax-Related Restrictions on Transfers of Residual
Certificates" below.

     Regular securityholders and persons related to such holders should not
acquire any residual certificates, and residual securityholders and persons
related to residual securityholders should not acquire any regular certificates
without consulting their tax advisors as to the possible adverse tax
consequences of such acquisition.


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TAX-RELATED RESTRICTIONS ON TRANSFERS OF RESIDUAL CERTIFICATES

     Disqualified Organizations. An entity may not qualify as a REMIC unless
there are reasonable arrangements designed to ensure that residual interests in
such entity are not held by "disqualified organizations." Further, a tax is
imposed on the transfer of a residual interest in a REMIC to a disqualified
organization. The amount of the tax equals the product of

     o    an amount (as determined under the REMIC Regulations) equal to the
          present value of the total anticipated "excess inclusions" with
          respect to such interest for periods after the transfer

     multiplied by

     o    the highest marginal federal income tax rate applicable to
          corporations.

     The tax is imposed on the transferor unless the transfer is through an
agent (including a broker or other middlemen) for a disqualified organization,
in which event the tax is imposed on the agent. The person otherwise liable for
the tax shall be relieved of liability for the tax if the transferee furnished
to such person an affidavit that the transferee is not a disqualified
organization and, at the time of the transfer, such person does not have actual
knowledge that the affidavit is false. A "disqualified organization" means

     o    the United States, any state, possession, or political subdivision
          thereof, any foreign government, any international organization, or
          any agency or instrumentality of any of the foregoing (provided that
          such term does not include an instrumentality if all its activities
          are subject to tax and, except for Freddie Mac, a majority of its
          board of directors is not selected by any such governmental agency),

     o    any organization (other than certain farmers' cooperatives) generally
          exempt from federal income taxes unless such organization is subject
          to the tax on "unrelated business taxable income,"

     o    a rural electric or telephone cooperative, and

     o    electing large partnerships.

     A tax is imposed on a "pass-through entity" holding a residual interest in
a REMIC if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity.
The amount of the tax is equal to the product of

     o    the amount of excess inclusions for the taxable year allocable to the
          interest held by the disqualified organization, and

     o    the highest marginal federal income tax rate applicable to
          corporations.

     The pass-through entity otherwise liable for the tax, for any period during
which the disqualified organization is the record holder of an interest in such
entity, will be relieved of liability for the tax if such record holder
furnishes to such entity an affidavit that such record


                                      189



holder is not a disqualified organization and, for such period, the pass-through
entity does not have actual knowledge that the affidavit is false. For this
purpose, a "pass-through entity" means

     o    a regulated investment company, real estate investment trust or common
          trust fund,

     o    a partnership, trust or estate, and

     o    certain cooperatives.

     Except as may be provided in Treasury regulations not yet issued, any
person holding an interest in a pass-through entity as a nominee for another
will, with respect to such interest, be treated as a pass-through entity. The
tax on pass-through entities is generally effective for periods after March 31,
1988, except that in the case of regulated investment companies, real estate
investment trusts, common trust funds and publicly-traded partnerships the tax
shall apply only to taxable years of such entities beginning after December 31,
1988.

     In order to comply with these rules, the pooling and servicing agreement
will provide that no record or beneficial ownership interest in a residual
certificate may be, directly or indirectly, purchased, transferred or sold
without the express written consent of the master servicer. The master servicer
will grant such consent to a proposed transfer only if it receives the
following: (i) an affidavit from the proposed transferee to the effect that it
is not a disqualified organization and is not acquiring the residual certificate
as a nominee or agent for a disqualified organization and (ii) a covenant by the
proposed transferee to the effect that the proposed transferee agrees to be
bound by and to abide by the transfer restrictions applicable to the residual
certificate.

     Non-economic Residual Certificates. The REMIC Regulations disregard, for
federal income tax purposes, any transfer of a non-economic residual certificate
to a U.S. Person, unless no significant purpose of the transfer is to enable the
transferor to impede the assessment or collection of tax. A "non-economic
residual certificate" is any residual certificate (including a residual
certificate with a positive value at issuance) unless at the time of transfer,
taking into account the prepayment assumption and any required or permitted
clean up calls or required liquidation provided for in the REMIC's
organizational documents,

     o    the present value of the expected future distributions on the residual
          certificate at least equals the product of the present value of the
          anticipated excess inclusions and the highest corporate income tax
          rate in effect for the year in which the transfer occurs, and

     o    the transferor reasonably expects that the transferee will receive
          distributions from the REMIC at or after the time at which taxes
          accrue on the anticipated excess inclusions in an amount sufficient to
          satisfy the accrued taxes.

     A significant purpose to impede the assessment or collection of tax exists
if the transferor, at the time of the transfer, either knew or should have known
that the transferee would be unwilling or unable to pay taxes due on its share
of the taxable income of the REMIC. A transferor is presumed not to have such
knowledge if


                                      190



     o    the transferor conducted a reasonable investigation of the
          transferee's financial condition and found that the transferee had
          historically paid its debts as they come due and found no evidence to
          indicate that the transferee would not continue to pay its debts in
          the future; and

     o    the transferee acknowledges to the transferor that the residual
          interest may generate tax liabilities in excess of the cash flow and
          the transferee represents that it intends to pay such taxes associated
          with the residual interest as they become due.

     Final Treasury regulations issued on July 18, 2002 (the "New REMIC
Regulations"), provide that transfers of non-economic residual interests must
meet two additional requirements to qualify for the safe harbor:

     o    the transferee must represent that it will not cause income from the
          non-economic residual interest to be attributable to a foreign
          permanent establishment or fixed base (within the meaning of an
          applicable income tax treaty, hereafter a "foreign branch") of the
          transferee or another U.S. taxpayer; and

     o    the transfer must satisfy either an "asset test" or a "formula test"
          provided under the REMIC Regulations.

     A transfer to an "eligible corporation," generally a domestic corporation,
will satisfy the asset test if:

     o    at the time of the transfer, and at the close of each of the
          transferee's two fiscal years preceding the transferee's fiscal year
          of transfer, the transferee's gross and net assets for financial
          reporting purposes exceed $100 million and $10 million, respectively,
          in each case, exclusive of any obligations of certain related persons;

     o    the transferee agrees in writing that any subsequent transfer of the
          interest will be to another eligible corporation in a transaction that
          satisfies the asset test, and the transferor does not know or have
          reason to know that the transferee will not honor these restrictions
          on subsequent transfers, and

     o    a reasonable person would not conclude, based on the facts and
          circumstances known to the transferor on or before the date of the
          transfer (specifically including the amount of consideration paid in
          connection with the transfer of the non-economic residual interest),
          that the taxes associated with the residual interest will not be paid.

     In addition, the direct or indirect transfer of the residual interest to a
foreign branch of a domestic corporation is not treated as a transfer to an
eligible corporation under the asset test.

     The formula test provides that the transfer of a non-economic residual
interest will not qualify under the formula test unless the present value of the
anticipated tax liabilities associated with holding the residual interest does
not exceed the present value of the sum of


                                      191



     o    any consideration given to the transferee to acquire the interest (the
          inducement payment),

     o    future distributions on the interest, and

     o    any anticipated tax savings associated with holding the interest as
          the REMIC generates losses.

     For purposes of this calculation, the present value is calculated using a
discount rate equal to the lesser of the applicable federal rate and the
transferee's cost of borrowing.

     If the transferee has been subject to the alternative minimum tax in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate, then it may use the alternative
minimum tax rate in lieu of the corporate tax rate. In addition, the direct or
indirect transfer of the residual interest to a foreign branch of a domestic
corporation is not treated as a transfer to an eligible corporation under the
formula test.

     The New REMIC Regulations generally apply to transfers of non-economic
residual interests occurring on or after February 4, 2000. The requirement of a
representation that a transfer of a non-economic residual interest is not made
to a foreign branch of a domestic corporation and the requirement of using the
short term applicable federal rate for purposes of the formula test apply to
transfers occurring on or after August 19, 2002.

     If a transfer of a non-economic residual certificate is disregarded, the
transferor would continue to be treated as the owner of the residual certificate
and would continue to be subject to tax on its allocable portion of the net
income of the REMIC.

     Foreign Investors. The REMIC Regulations provide that the transfer of a
residual certificate that has a "tax avoidance potential" to a "foreign person"
will be disregarded for federal income tax purposes. This rule appears to apply
to a transferee who is not a U.S. Person, unless such transferee's income in
respect of the residual certificate is effectively connected with the conduct of
a United States trade or business. A residual certificate is deemed to have a
tax avoidance potential unless, at the time of transfer, the transferor
reasonably expects that the REMIC will distribute to the transferee amounts that
will equal at least 30% of each excess inclusion and that such amounts will be
distributed at or after the time the excess inclusion accrues and not later than
the end of the calendar year following the year of accrual. If the non- U.S.
Person transfers the residual certificate to a U.S. Person, the transfer will be
disregarded and the foreign transferor will continue to be treated as the owner,
if the transfer has the effect of allowing the transferor to avoid tax on
accrued excess inclusions. The pooling and servicing agreement will provide that
no record or beneficial ownership interest in a residual certificate may be,
directly or indirectly, transferred to a non-U.S. Person unless such person
provides the trustee with a duly completed IRS Form W-8ECI and the trustee
consents to such transfer in writing.

     Any attempted transfer or pledge in violation of the transfer restrictions
shall be absolutely null and void and shall vest no rights in any purported
transferee. Investors in residual certificates are advised to consult their own
tax advisors with respect to transfers of the residual


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certificates and, in addition, pass-through entities are advised to consult
their own tax advisors with respect to any tax which may be imposed on a
pass-through entity.

                             REPORTABLE TRANSACTIONS

     Pursuant to recently enacted legislation, a penalty in the amount of
$10,000 in the case of a natural person and $50,000 in any other case is imposed
on any taxpayer that fails to file timely an information return with the IRS
with respect to a "reportable transaction" (as defined in Section 6011 of the
Code). The rules defining "reportable transactions" are complex. In general,
they include transactions that result in certain losses that exceed threshold
amounts and transactions that result in certain differences between the
taxpayer's tax treatment of an item and book treatment of that same item.
Prospective investors are advised to consult their own tax advisers regarding
any possible disclosure obligations in light of their particular circumstances.

                                PENALTY AVOIDANCE

     The summary of tax considerations contained herein was written to support
the promotion and marketing of the securities, and was not intended or written
to be used, and cannot be used, by a taxpayer for the purpose of avoiding United
States Federal income tax penalties that may be imposed. Each taxpayer is
encouraged to seek advice based on the taxpayer's particular circumstances from
an independent tax advisor.

                            STATE TAX CONSIDERATIONS

     In addition to the federal income tax consequences described in this
prospectus under "Material Federal Income Tax Considerations" above, potential
investors should consider the state and local income tax consequences of the
acquisition, ownership, and disposition of the certificates. State and local
income tax law may differ substantially from the corresponding federal law, and
this discussion does not purport to describe any aspect of the income tax laws
of any state or locality. Therefore, potential investors are encouraged to
consult their own tax advisors with respect to the various tax consequences of
investments in the certificates.

                              ERISA CONSIDERATIONS

     The following describes certain considerations under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code. The
related prospectus supplement will contain information concerning considerations
relating to ERISA and the Code that are applicable to the particular securities
offered by the prospectus supplement.

     ERISA imposes requirements on certain employee benefit plans (and the Code
imposes requirements on certain other retirement plans and arrangements,
including individual retirement accounts and annuities and Keogh plans) as well
as on collective investment funds and separate accounts in which these plans,
accounts or arrangements are invested, and on persons who bear specified
relationships to these types of plans or arrangements ("Parties in Interest") or
are fiduciaries with respect to these types of plans or arrangements. In this
prospectus we refer to these types of plans and arrangements as "Plans."
Generally, ERISA applies to investments


                                      193



made by Plans. Among other things, ERISA requires that the assets of a Plan be
held in trust and that the trustee, or other duly authorized fiduciary, have
exclusive authority and discretion to manage and control the assets of the Plan.
ERISA also imposes certain duties on persons who are fiduciaries of Plans, such
as the duty to invest prudently, to diversify investments unless it is prudent
not to do so, and to invest in accordance with the documents governing the Plan.
Under ERISA, any person who exercises any authority or control respecting the
management or disposition of the assets of a Plan is considered to be a
fiduciary of that Plan (subject to certain exceptions not here relevant). In
addition to the imposition of general fiduciary standards of investment prudence
and diversification, ERISA and Section 4975 of the Code prohibit a broad range
of transactions involving Plan assets and Parties in Interest, and impose
additional prohibitions where Parties in Interest are fiduciaries with respect
to a Plan. Parties in Interest that participate in a prohibited transaction may
be subject to excise taxes imposed pursuant to Section 4975 of the Code, or
penalties imposed pursuant to Section 502(i) of ERISA, unless a statutory,
regulatory or administrative exemption is available.

     Certain employee benefit plans, such as governmental plans (as defined in
Section 3(32) of ERISA) and, if no election has been made under Section 410(d)
of the Code, church plans (as defined in Section 3(33) of ERISA), are not
subject to ERISA's requirements. Accordingly, assets of such plans may be
invested in securities without regard to the ERISA considerations described
above and below, subject to the provisions of applicable federal, state and
local law. Any such plan which is qualified and exempt from taxation under
Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction
rules set forth in Section 503 of the Code.

     The United States Department of Labor (DOL) issued regulations concerning
the definition of what constitutes the assets of a Plan (DOL Reg. Section
2510.3-101). Under this "Plan Assets Regulation," the underlying assets and
properties of corporations, partnerships, trusts and certain other entities in
which a Plan makes an "equity" investment could be deemed, for purposes of
ERISA, to be assets of the investing Plan in certain circumstances.

     The Plan Assets Regulation provides that, generally, the assets of an
entity in which a Plan invests will not be deemed to be assets of the Plan for
purposes of ERISA if the equity interest acquired by the investing Plan is a
"publicly-offered security," or if equity participation by "benefit plan
investors" is not "significant." In general, a publicly-offered security, as
defined in the Plan Assets Regulation, is a security that is widely held, freely
transferable and registered under the Securities Exchange Act of 1934. Equity
participation in an entity by "benefit plan investors" is not significant if,
after the most recent acquisition of an equity interest in the entity, less than
25% of the value of each class of equity interest in the entity is held by
benefit plan investors, which include benefit plans described in ERISA or under
Section 4975 of the Code, whether or not they are subject to ERISA, as well as
entities the underlying assets of which include assets of the benefit plan by
reason of investment in the entity by the benefit plan.

     If no exception under the Plan Assets Regulation applies and if a Plan (or
a person investing assets of a Plan, such as an insurance company general
account) acquires an equity interest in the trust, then the assets of the trust
could be considered to be assets of the Plan. In that event, the master servicer
and other persons exercising management or discretionary control over the assets
of the trust could become subject to the fiduciary responsibility provisions of
Title I of ERISA to the extent that they exercised discretionary control of Plan
assets. In


                                      194



addition, parties with certain relationships to investing plans or providing
services with respect to the issuer's assets could be deemed to be Parties in
Interest with respect to investing plans and could become subject to the
prohibited transaction provisions of Section 406 of ERISA and Section 4975 of
the Code with respect to transactions involving the assets of the trust. Because
the loans held by the trust may be deemed assets of each Plan that purchases an
equity interest, an investment in an equity interest issued by the trust by a
Plan may not only be a prohibited transaction under ERISA and subject to an
excise tax under Section 4975 of the Code, but may cause transactions undertaken
in the course of operating the trust to constitute prohibited transactions,
unless a statutory, regulatory or administrative exemption applies.

     Without regard to whether securities are considered to be equity interest
in the trust, the trust, certain affiliates of the trust (including the holder
of the trust certificate), or a seller of a security (including an underwriter)
might be considered or might become Parties in Interest with respect to a Plan.
In this case, the acquisition or holdings of the securities by or on behalf of
the Plan could constitute or give rise to a prohibited transaction, within the
meaning of ERISA and the Code, unless they were subject to one or more
exemptions. Depending on the relevant facts and circumstances, certain
prohibited transaction exemptions may apply to the purchase or holding of
securities-for example, Prohibited Transaction Class Exemption ("PTCE") 96-23,
which exempts certain transactions effected on behalf of a Plan by an "in-house
asset manager"; PTCE 95-60, which exempts certain transactions by insurance
company general accounts; PTCE 91-38, which exempts certain transactions by bank
collective investment funds; PTCE 90-1, which exempts transactions by insurance
company pooled separate accounts; or PTCE 84-14; which exempts certain
transactions effected on behalf of a Plan by a "qualified professional asset
manager." There can be no assurance that any of these exemptions will apply with
respect to any Plan's investment in securities, or that such an exemption, if it
did apply, would apply to all prohibited transactions that may occur in
connection with the investment. Furthermore, these exemptions would not apply to
transactions involved in operation of the trust if, as described above, the
assets of the trust were considered to include Plan assets.

INSURANCE COMPANY GENERAL ACCOUNTS

     The DOL has published final regulations under Section 401(c) of ERISA
describing a safe harbor for insurers that, on or before December 31, 1998,
issued certain non-guaranteed policies supported by their general accounts to
Plans (Labor Reg. Section 2550.401c-1). Under this regulation, an insurer will
not be considered an ERISA fiduciary with respect to its general account by
virtue of a Plan's investment in such a policy. In general, to meet the safe
harbor, an insurer must

     o    disclose certain specified information to investing Plan fiduciaries
          initially and on an annual basis;

     o    allow Plans to terminate or discontinue a policy on 90 days' notice to
          the insurer, and to elect, without penalty, either a lump-sum payment
          or annual installment payments over a ten-year period, with interest;
          and

     o    give Plans written notice of "insurer-initiated amendments" 60 days
          before the amendments take effect.


                                      195



PROHIBITED TRANSACTION CLASS EXEMPTION 83-1

     Any fiduciary or other Plan asset investor that proposes to purchase
securities on behalf of, or with assets of, a Plan is encouraged to consult with
its counsel on the potential applicability of ERISA and Section 4975 of the Code
to that investment and the availability of any prohibited transaction class
exemption in connection therewith. In particular, in connection with a
contemplated purchase of certificates, but not notes, representing a beneficial
ownership interest in a pool of single-family residential mortgages, the
fiduciary should consider the availability of PTCE 83-1 for various transactions
involving mortgage pool investment trusts. PTCE 83-1 permits, subject to certain
conditions, transactions that might otherwise be prohibited between Plans and
Parties in Interest with respect to those plans related to the origination,
maintenance and termination of mortgage pools consisting of mortgage loans
secured by first or second mortgages or deeds of trust on single-family
residential property, and the acquisition and holding of certain mortgage pool
pass-through certificates representing an interest in those mortgage pools by
Plans. However, PTCE 83-1 does not provide exemptive relief with respect to
certificates 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 an interest rate swap (a "swap"),
a yield maintenance agreement (a "cap") or a pre-funding arrangement. In
addition, PTCE 83-1 does not provide exemptive relief for transactions involving
subordinated securities. The prospectus supplement may indicate whether it is
expected that PTCE 83-1 will apply to securities offered by that prospectus
supplement.

UNDERWRITER EXEMPTION

     On September 6, 1990 the DOL issued to Greenwich Capital Markets, Inc. an
underwriter exemption (PTE 90-59, Application No. D-8374, 55 Fed. Reg. 36724
(1990)) (the "Exemption") from certain of the prohibited transaction rules of
ERISA and the related excise tax provisions of Section 4975 of the Code with
respect to the initial purchase, holding and subsequent resale by Plans of
"securities" that are obligations of an issuer containing certain receivables,
loans and other obligations, and with respect to which Greenwich Capital
Markets, Inc. is the underwriter, manager or co-manager of an underwriting
syndicate. The Exemption, which was amended and expanded by PTE 97-34, 62 Fed.
Reg. 39021 (1997); PTE 2000-58, 65 Fed. Reg. 67765 (2000); and PTE 2002-41, 67
Fed. Reg. 54487 (2002), provides relief which is generally similar to that
provided by PTCE 83-1, but is broader in several respects.

     The Exemption contains a number of requirements. It does not apply to any
investment pool unless, among other things, the investment pool satisfies the
following conditions:

     o    the investment pool consists only of assets of a type which have been
          included in other investment pools;

     o    securities evidencing interests in such other investment pools have
          been purchased by investors other than Plans for at least one year
          prior to the Plan's acquisition of securities pursuant to the
          exemption; and


                                      196



     o    securities in such other investment pools have been rated in one of
          the three (or four, if the investment pool contains certain types of
          assets) highest generic rating categories by one of the credit rating
          agencies noted below.

     The Exemption sets forth general conditions which must be satisfied for a
transaction to be eligible for exemptive relief thereunder. Generally, the
Exemption holds that the acquisition of the securities by a Plan must be on
terms (including the price for the securities) that are at least as favorable to
the Plan as they would be in an arm's length transaction with an unrelated
party. The Exemption requires that the rights and interests evidenced by the
securities not be "subordinated" to the rights and interests evidenced by other
securities of the same trust, except when the trust holds certain types of
assets. The Exemption requires that securities acquired by a Plan have received
a rating at the time of their acquisition that is in one of the three (or four,
if the trust holds certain types of assets) highest generic rating categories of
Standard & Poor's, Moody's Investors Service, Inc. or Fitch Ratings. The
Exemption specifies that the pool trustee must not be an affiliate of any other
member of the "Restricted Group" (defined below), other than an underwriter. The
Exemption stipulates that any Plan investing in the securities must be an
"accredited investor" as defined in Rule 501(a)(1) of Regulation D of the SEC
under the Securities Act of 1933, as amended. The Exemption requires that
certain payments made in connection with the creation and operation of the trust
and the sale of its securities be reasonable. Finally, the Exemption requires
that, depending on the type of issuer, the documents establishing the issuer and
governing the transaction contain certain provisions to protect the assets of
the issuer, and that the issuer receive certain legal opinions.

     If an issuer holds obligations that have loan-to-value ratios in excess of
100%, the Exemption may apply to only the issuer's non-subordinated securities
rated in one of the two highest generic rating categories by at least one of the
rating agencies named in the Exemption if both of the following conditions are
met:

     o    the obligations are residential or home equity loans, and

     o    the fair market value of the real property collateral securing the
          loan on the closing date is at least 80% of the sum of the outstanding
          principal balance of the loan held in the investment pool and the
          outstanding principal balance of any other loan of higher lien
          priority secured by the same real property collateral.

     Moreover, the Exemption generally provides relief from certain self-dealing
and conflict of interest prohibited transactions that may occur when the Plan
fiduciary causes a Plan to acquire securities of an issuer holding receivables
as to which the fiduciary (or its affiliate) is an obligor, provided that, among
other requirements:

     o    in the case of an acquisition in connection with the initial issuance
          of securities, at least 50% of each class of securities in which Plans
          have invested and at least 50% of the aggregate interest in the issuer
          is acquired by persons independent of the Restricted Group;

     o    the fiduciary (or its affiliate) is an obligor with respect to not
          more than 5% of the fair market value of the obligations contained in
          the issuer;


                                      197



     o    the Plans' investment in securities of any class does not exceed 25%
          of all of the securities of that class outstanding at the time of the
          acquisition; and

     o    immediately after the acquisition, no more than 25% of the assets of
          any Plan with respect to which the person is a fiduciary is invested
          in securities representing an interest in one or more issuers
          containing assets sold or serviced by the same entity.

     This relief is not available to Plans sponsored by the "Restricted Group,"
which consists of the seller, the underwriter, the trustee, the master servicer,
any servicer, any counterparty of a permitted swap or notional principal
contract or any insurer with respect to the mortgage loans, any obligor with
respect to mortgage loans included in the investment pool constituting more than
5% of the aggregate principal balance of the assets in the investment pool, or
any affiliate of those parties, and in general the Exemption provides only
limited relief to such Plans.

     If pre-funding is anticipated, the Exemption extends exemptive relief to
securities issued in transactions using pre-funding accounts, whereby a portion
of the loans backing the securities are transferred to the trust fund within a
specified period following the closing date (the "DOL Pre-Funding Period"), when
the conditions of the Exemption are satisfied and the pre-funding accounts meet
certain requirements.

     The Exemption, as amended, extends exemptive relief to certain
mortgage-backed and asset-backed securities transactions involving trusts that
contain a swap or a cap, provided the swap or cap satisfies certain criteria and
the other requirements of the Exemption are met. Among other requirements, the
counterparty to the swap or cap must maintain ratings at certain levels from
Exemption rating agencies, and the documentation for the swap or cap must
provide for certain remedies if the rating declines. The swap or cap must be an
interest rate notional contract denominated in U.S. dollars, may not be
leveraged, and must satisfy several other criteria, including limitations on its
notional amount. Securities of any class affected by the swap or cap may be sold
to Plan investors only if they are "qualified plan investors" that satisfy
several requirements relating to their ability to understand the terms of the
swap or cap and the effects of the swap or cap on the risks associated with an
investment in the security.

     The rating of a security may change. If a class of securities no longer
satisfies the applicable rating requirement of the Exemption, securities of that
class will no longer be eligible for relief under the Exemption (although a Plan
that had purchased the security when it had an appropriate rating would not be
required by the Exemption to dispose of it). However, PTCE 95- 60, which is
applicable to Plan investors that are insurance company general accounts, may be
available in such circumstances.

     The prospectus supplement for each series of securities will indicate the
classes of securities, if any, offered thereby as to which it is expected that
the Exemption will apply.

     In the case of certain types of securities, transfer of the securities will
not be registered unless the transferee represents that it is not, and is not
purchasing on behalf of, or with assets of, a Plan, or provides an opinion of
counsel or a certification, which opinion of counsel or certification will not
be at the expense of the trustee or depositor, satisfactory to the trustee and
the depositor that the purchase of the securities by or on behalf of, or with
assets of, a Plan, is


                                      198



permissible under applicable law, will not give rise to a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
trustee, the master servicer or the depositor to any obligation or liability in
addition to those undertaken in the operative agreements.

     Any Plan fiduciary which proposes to cause a Plan to purchase securities is
encouraged to consult with their counsel concerning the impact of ERISA and the
Code, the applicability of the Exemption or any other available exemption, and
the potential consequences in their specific circumstances, prior to making such
investment. Moreover, each Plan fiduciary should determine whether under the
general fiduciary standards of investment prudence and diversification an
investment in the securities is appropriate for the Plan, taking into account
the overall investment policy of the Plan and the composition of the Plan's
investment portfolio.

                         LEGAL INVESTMENT CONSIDERATIONS

     The prospectus supplement for each series of certificates will specify
which, if any, of those classes of certificates constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984, as amended (SMMEA). Classes of certificates that qualify as "mortgage
related securities" will be legal investments for persons, trusts, corporations,
partnerships, associations, business trusts and business entities (including
depository institutions, life insurance companies and pension funds) created
pursuant to or existing under the laws of the United States or of any state
(including the District of Columbia and Puerto Rico) whose authorized
investments are subject to state regulation to the same extent as, under
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any such entities. Under SMMEA, if a state enacts
legislation prior to October 4, 1991 specifically limiting the legal investment
authority of any of these entities with respect to "mortgage related
securities," certificates will constitute legal investments for entities subject
to the legislation only to the extent provided therein. Approximately twenty-one
states adopted the legislation prior to the October 4, 1991 deadline. SMMEA
provides, however, that in no event will the enactment of any such legislation
affect the validity of any contractual commitment to purchase, hold or invest in
certificates, or require the sale or other disposition of certificates, so long
as such contractual commitment was made or such certificates were 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 in certificates
without limitations as to the percentage of their assets represented thereby,
federal credit unions may invest in mortgage related securities, and national
banks may purchase certificates for their own account without regard to the
limitations generally applicable to investment securities set forth in 12 U.S.C.
24 (Seventh), subject in each case to such regulations as the applicable federal
authority may prescribe. In this connection, federal credit unions should review
the National Credit Union Administration (NCUA) Letter to Credit Unions No. 96,
as modified by Letter to Credit Unions No. 108, which includes guidelines to
assist federal credit unions in making investment decisions for mortgage related
securities, and the NCUA's regulation "Investment and Deposit Activities" (12
C.F.R. Part 703), which sets forth certain restrictions on investment by federal
credit unions in mortgage related securities.


                                      199



     All depository institutions considering an investment in the certificates
(whether or not the class of certificates under consideration for purchase
constitutes a "mortgage related security") should review the Federal Financial
Institutions Examination Council's Supervisory Policy Statement on the
Securities Activities (to the extent adopted by their respective regulators),
setting forth, in relevant part, certain securities trading and sales practices
deemed unsuitable for an institution's investment portfolio, and guidelines for
(and restrictions on) investing in mortgage derivative products, including
"mortgage related securities," which are "high-risk mortgage securities" as
defined in the Policy Statement. According to the Policy Statement, "high-risk
mortgage securities" include securities such as certificates not entitled to
distributions allocated to principal or interest, or subordinated certificates.
Under the Policy Statement, it is the responsibility of each depository
institution to determine, prior to purchase (and at stated intervals
thereafter), whether a particular mortgage derivative product is a "high-risk
mortgage security," and whether the purchase (or retention) of such a product
would be consistent with the Policy Statement.

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits and provisions
which may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying."

     The Office of Thrift Supervision, or OTS, has issued Thrift Bulletin 73a,
entitled "Investing in Complex Securities" ("TB 73a"), which applies to savings
associations regulated by the OTS, and Thrift Bulletin 13a, entitled "Management
of Interest Rate Risk, Investment Securities, and Derivatives Activities" ("TB
13a"), which 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. OTS recommends, with respect to purchases of
specific securities, additional analyses, 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 security which is divided into separate tranches with unequal
payments, and collateral investment parameters, with respect to a security that
is prefunded or involves a revolving period. TB 73a reiterates the due diligence
requirements of the OTS 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 OTS any require divestiture of such securities. OTS
also recommends, with respect to an investment in any "complex securities," that
savings associations should take into account quality and suitability, interest
rate risk and classification factors. For the purpose of each of TB 73a and TB
13a, the term "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 (i.e., 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 Certificates would likely be viewed as "complex securities." With
respect to quality and suitability factors, TB 73a warns (i)


                                      200



that a savings association's sole reliance on outside ratings for material
purchases of complex securities is an unsafe and unsound practice, (ii) 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 (iii) 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. With respect to collateralized loan or bond obligations, TB
73a also requires that the savings associations meet similar requirements with
respect to the underlying collateral, and warns that investments that are not
fully rated as to both principal and interest do not meet OTS regulatory
requirements.

     One of the primary purposes of TB 13a is to require thrift institutions,
prior to taking any investment position, to (i) conduct a pre-purchase portfolio
sensitivity analysis for any "significant transaction" involving securities or
financial derivatives, and (ii) conduct a pre-purchase price sensitivity
analysis of any "complex security" or financial derivative. The OTS recommends
that a thrift institution should conduct its own in-house pre acquisition
analysis, although 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 OTS examiners as an
unsafe and unsound practice.

     There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase certificates or to
purchase certificates representing more than a specified percentage of the
investor's assets. Investors are encouraged to consult their own legal advisors
in determining whether and to what extent the certificates constitute legal
investments for them.

                             METHOD OF DISTRIBUTION

     The certificates offered by this prospectus and by the related prospectus
supplement will be offered in series. The distribution of the certificates may
be effected from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices to be
determined at the time of sale or at the time of commitment therefor. If so
specified in the related prospectus supplement and subject to the receipt of any
required approvals from the Board of Governors of the Federal Reserve System,
the certificates will be distributed in a firm commitment underwriting, subject
to the terms and conditions of the underwriting agreement, by Greenwich Capital
Markets, Inc. (GCM) acting as underwriter with other underwriters, if any, named
in the prospectus supplement. In such event, the related prospectus supplement
may also specify that the underwriters will not be obligated to pay for any
certificates agreed to be purchased by purchasers pursuant to purchase
agreements acceptable to the depositor. In connection with the sale of the
certificates, underwriters may receive compensation from the depositor or from
purchasers of the certificates in the form of discounts, concessions or
commissions. The related prospectus supplement will describe any compensation
paid by the depositor.


                                      201



     As to any offering of securities, in addition to the method of distribution
as described in the prospectus supplement and this base prospectus, the
distribution of any class of the offered securities may be effected through one
or more resecuritization transactions, in accordance with Rule 190.

     Alternatively, the related prospectus supplement may specify that the
certificates will be distributed by GCM acting as agent or in some cases as
principal with respect to certificates that it has previously purchased or
agreed to purchase. If GCM acts as agent in the sale of certificates, GCM will
receive a selling commission with respect to each series of certificates,
depending on market conditions, expressed as a percentage of the aggregate
principal balance of the related mortgage assets as of the cut-off date. The
exact percentage for each series of certificates will be disclosed in the
related prospectus supplement. To the extent that GCM elects to purchase
certificates as principal, GCM may realize losses or profits based upon the
difference between its purchase price and the sales price. The prospectus
supplement with respect to any series offered other than through underwriters
will contain information regarding the nature of such offering and any
agreements to be entered into between the depositor and purchasers of
certificates of that series.

     The depositor will indemnify GCM and any underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, or will
contribute to payments GCM and any underwriters may be required to make in
respect of those liabilities.

     In the ordinary course of business, GCM and the depositor may engage in
various securities and financing transactions, including repurchase agreements
to provide interim financing of the depositor's mortgage loans pending the sale
of the mortgage loans or interests in the loans, including the certificates.

     The depositor anticipates that the certificates will be sold primarily to
institutional investors. Purchasers of certificates, including dealers, may,
depending on the facts and circumstances of such purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, in connection
with reoffers and sales of certificates by them. Holders of certificates are
encouraged to consult with their legal advisors in this regard prior to any such
reoffer or sale.

                                  LEGAL MATTERS

     The legality of the certificates of each series, including certain material
federal income tax consequences with respect to the certificates, will be passed
upon for the depositor by Sidley Austin LLP, 787 Seventh Avenue, New York, New
York 10019, or by Thacher Proffitt & Wood LLP, Two World Financial Center, New
York, New York 10281, or by McKee Nelson LLP, 1919 M Street, NW, Washington, DC
20036, as specified in the related prospectus supplement.

                              FINANCIAL INFORMATION

     A new trust fund will be formed with respect to each series of certificates
and no trust fund will engage in any business activities or have any assets or
obligations prior to the issuance


                                       202



of the related series of certificates. Accordingly, no financial statements with
respect to any trust fund will be included in this Prospectus or in the related
prospectus supplement.

                              AVAILABLE INFORMATION

     The depositor has filed with the SEC a Registration Statement under the
Securities Act of 1933, as amended, with respect to the certificates. This
prospectus, which forms a part of the Registration Statement, and the prospectus
supplement relating to each series of certificates contain summaries of the
material terms of the documents referred to herein and therein, but do not
contain all of the information set forth in the Registration Statement pursuant
to the Rules and Regulations of the SEC. For further information, reference is
made to the Registration Statement and the exhibits thereto. The Registration
Statement and exhibits can be inspected and copied at prescribed rates at the
public reference facilities maintained by the SEC at its Public Reference
Section, 100 F Street, N. E., Washington, D.C. 20549. In addition, the SEC
maintains a website at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, including
the depositor, that file electronically with the SEC. Information about the
operation of the Public Reference Room may be obtained by calling the Securities
and Exchange Commission at (800) SEC-0330. Exchange Act reports as to any series
filed with the Commission will be filed under the issuing entity's name. The
depositor does not intend to provide any financial reports to securityholders.

     The issuing entity's annual reports on Form 10-K (including reports of
assessment of compliance with the AB Servicing Criteria, attestation reports,
and statements of compliance, discussed in "Description of the Securities --
Reports to Securityholders" and "Servicing of Mortgage Loans -- Evidence as to
Compliance," required to be filed under Regulation AB), periodic distribution
reports on Form 10-D, current reports on Form 8-K and amendments to those
reports, together with such other reports to security holders or information
about the securities as shall have been filed with the Commission will be posted
on the internet web site of the trustee for the related transaction as soon as
reasonably practicable after they have been electronically filed with, or
furnished to, the Commission.

                           REPORTS TO SECURITYHOLDERS

     The master servicer or another designated person will be required to
provide periodic unaudited reports concerning each trust fund to all registered
holders of offered securities of the related series with respect to each trust
fund as are required under the Exchange Act and the Commission's related rules
and regulations, and under the terms of the applicable agreements.

     As to each issuing entity, so long as it is required to file reports under
the Exchange Act, those reports will be made available as described above under
"Available Information."

     As to each issuing entity that is no longer required to file reports under
the Exchange Act, periodic distribution reports will be posted on the website
referenced above under "Available Information" as soon as practicable. Annual
reports of assessment of compliance with the AB Servicing Criteria, attestation
reports, and statements of compliance will be provided to registered holders of
the related securities upon request free of charge. See "Operative


                                       203



Agreements -- Evidence as to Compliance" and "Description of the Securities --
Reports to Securityholders."

                                     RATINGS

     It is a condition to the issuance of the certificates of each series
offered by this prospectus and the accompanying prospectus supplement that they
shall have been rated in one of the four highest rating categories by the
nationally recognized statistical rating agency or agencies specified in the
related prospectus supplement.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by securityholders of all distributions on the underlying mortgage
loans. These ratings address the structural, legal and issuer-related aspects
associated with such certificates, the nature of the underlying mortgage loans
and the credit quality of the credit enhancer or guarantor, if any. Ratings on
mortgage pass-through certificates do not represent any assessment of the
likelihood of principal prepayments by mortgagors or of the degree by which such
prepayments might differ from those originally anticipated. As a result,
securityholders might suffer a lower than anticipated yield, and, in addition,
holders of stripped pass-through certificates in certain cases might fail to
recoup their underlying investments.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.


                                       204



                                GLOSSARY OF TERMS

     Agency Securities: Mortgage pass-through securities issued or guaranteed by
Ginnie Mae, Fannie Mae or Freddie Mac.

     Home Equity Loans: Closed end and/or revolving home equity loans generally
secured by junior liens on one- to four-family residential properties.

     Home Improvement Contracts: Home improvement installment sales contracts
and loan agreements that are either unsecured or secured by senior or junior
liens on one- to four-family residential or mixed-use properties or by purchase
money security interests in the related home improvements.

     Insurance Proceeds: All proceeds of the related hazard insurance policies
and any primary mortgage insurance policies to the extent the proceeds are not
applied to property restoration or released to mortgagors in accordance with the
master servicer's normal servicing procedures, net of insured expenses including
unreimbursed payments of property taxes, insurance premiums and other items
incurred by any related sub-servicer and net of reimbursed advances made by the
sub-servicer.

     Liquidation Proceeds: All cash amounts (other than Insurance Proceeds)
received and retained in connection with the liquidation of defaulted mortgage
loans, by foreclosure or otherwise, net of unreimbursed liquidation and
foreclosure expenses incurred by any related sub-servicer and net of
unreimbursed advances made by the sub-servicer.

     Manufactured Housing Contracts: Conditional sales contracts and installment
sales or loan agreements secured by manufactured housing.

     Multifamily Loans: First lien mortgage loans, secured by residential
properties consisting of five or more residential units, including cooperative
apartment buildings.

     Private Label Securities: Mortgage-backed or asset-backed securities that
are not Agency Securities.

     REMIC Regulations: Regulations promulgated by the Department of the
Treasury on December 23, 1992 and generally effective for REMICs with start-up
dates on or after November 12, 1991.

     Single Family Loans: First lien mortgage loans, secured by one- to
four-family residential properties.

     U.S. Person: Any of the following:

     o    a citizen or resident of the United States;

     o    a corporation or a partnership (including an entity treated as a
          corporation or partnership for U.S. federal income tax purposes)
          organized in or under the laws of


                                       205



          the United States, or any State thereof or the District of Columbia
          (unless in the case of a partnership Treasury regulations are adopted
          that provide otherwise);

     o    an estate whose income is includible in gross income for federal
          income tax purposes regardless of its source; 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
          U.S. Persons have the authority to control all substantial decisions
          of the trust.

     In addition, certain trusts which would not qualify as U.S. Persons under
the above definition but which are eligible to and make an election to be
treated as U.S. Persons will also be treated as U.S. Persons.


                                       206

     UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE SECURITIES OFFERED BY THIS PROSPECTUS SUPPLEMENT,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
WHEN ACTING AS AN UNDERWRITER AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.


                           [THORNBURG MORTGAGE LOGO]
                               [GRAPHIC OMITTED]


                                 $1,541,159,100
                                 (APPROXIMATE)

                   THORNBURG MORTGAGE SECURITIES TRUST 2006-3
            MORTGAGE LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-3

                       GREENWICH CAPITAL ACCEPTANCE, INC.
                                   Depositor

                  THORNBURG MORTGAGE SECURITIES TRUST 2006-3
                                Issuing Entity

                      THORNBURG MORTGAGE HOME LOANS, INC.
                              Sponsor and Seller

                            WELLS FARGO BANK, N.A.
                 Master Servicer and Securities Administrator

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

                            PROSPECTUS SUPPLEMENT

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

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 certificates in any state where the offer is not
permitted.

We do not claim that the information in this prospectus supplement and the
accompanying prospectus is accurate as of any date other than the dates stated
on their respective covers.


RBS GREENWICH CAPITAL


                     BEAR, STEARNS & CO. INC.

                                            LEHMAN BROTHERS


                                                                  CREDIT SUISSE

                                 June 26, 2006