Exhibit 10.4(B)

              AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AGREEMENT

     This is an Amended and Restated Master Mortgage Loan Purchase Agreement
(the "Agreement"), dated as of December 1, 2005, by and between Bank of America,
National Association, having an office at 214 North Tryon Street, Charlotte,
North Carolina 28255 (the "Purchaser") and Wells Fargo Bank, N.A., having an
office at 1 Home Campus, Des Moines, Iowa 50328-0001 (the "Seller").

                                   WITNESSETH

     WHEREAS, the Seller agrees to sell, and the Purchaser agrees to purchase,
from time to time certain residential adjustable rate and/or fixed rate mortgage
loans (the "Mortgage Loans") on a servicing retained basis as described herein:

     WHEREAS, the Mortgage Loans shall be delivered as pools of whole loans
(each a "Loan Package") on various dates as provided herein (each a "Closing
Date"); and

     WHEREAS, the parties intend hereby to set forth the terms and conditions
upon which the proposed Transactions will be effected.

     NOW THEREFORE, in consideration of the promises and the mutual agreements
set forth herein, the parties hereto agree as follows:

     SECTION 1. All capitalized terms not otherwise defined herein have the
respective meanings set forth in the Amended and Restated Master Seller's
Warranties and Servicing Agreement, dated as of the date herewith (the "Master
Seller's Warranties and Servicing Agreement").

     SECTION 2. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase from time to time, Mortgage Loans in Loan Packages
having aggregate principal balances on the related Cut-off Date in amounts as
set forth in the respective Commitment Letters, or in such other amounts as
agreed by the Purchaser and the Seller as evidenced by the actual aggregate
principal balance of the Mortgage Loans in the related Loan Package accepted by
the Purchaser on the related Closing Date. The Mortgage Loans will be delivered
pursuant to the Master Seller's Warranties and Servicing Agreement, between the
Purchaser and the Seller.

     SECTION 3. Mortgage Loan Schedule. The Seller will provide the Purchaser
with certain information constituting a listing of the Mortgage Loans to be
purchased under this Agreement for each Transaction (the "Mortgage Loan
Schedule"). Each Mortgage Loan Schedule shall conform to the definition of
"Mortgage Loan Schedule" under the Master Seller's Warranties and Servicing
Agreement.

     SECTION 4. Purchase Price. The purchase price for each Loan Package (the
"Purchase Price") shall be the percentage of par as stated in the related
Commitment Letter, multiplied by the aggregate scheduled principal balance, as
of the related Cut-off Date, of the Mortgage Loans in the related Loan Package,
after application of scheduled payments of principal for such related Loan
Package due on or before such Cut-off Date whether or not collected. The
Purchase Price for a Loan Package may be adjusted as stated in the related
Commitment Letter.



     In addition to the Purchase Price, the Purchaser shall pay to the Seller,
at closing, accrued interest on the aggregate scheduled principal amount of the
related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for
each Loan Package from the related Cut-off Date through the day prior to the
related Closing Date, inclusive.

     With respect to each Loan Package, the Purchaser shall be entitled to (1)
all scheduled principal due after the related Cut-off Date, (2) all other
recoveries of principal collected after the related Cut-off Date (provided,
however, that all scheduled payments of principal due on or before the related
Cut-off Date and collected by the Seller after the related Cut-off Date shall
belong to the Seller), (3) all payments of interest on the Mortgage Loans at the
Mortgage Loan Remittance Rate (minus that portion of any such payment which is
allocable to the period prior to the related Cut-off Date) and (4) all
Prepayment Penalties. The principal balance of each Mortgage Loan as of the
related Cut-off Date is determined after application of payments of principal
due on or before the related Cut-off Date whether or not collected. Therefore,
payments of scheduled principal and interest prepaid for a Due Date beyond the
related Cut-off Date shall not be applied to the principal balance as of the
related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee
Rate) shall be the property of the Purchaser. The Seller shall deposit any such
prepaid amounts into the Custodial Account, which account is established for the
benefit of the Purchaser for subsequent remittance by the Seller to the
Purchaser.

     SECTION 5. Examination of Mortgage Files. Prior to the related Closing
Date, the Seller shall (a) deliver to the Purchaser in escrow, for examination,
the Custodial Mortgage File for each Mortgage Loan, including a copy of the
Assignment of Mortgage, pertaining to each Mortgage Loan, or (b) make the
Custodial Mortgage Files and the Retained Mortgage Files available to the
Purchaser for examination at the Seller's offices or such other location as
shall otherwise be agreed upon by the Purchaser and the Seller. Such examination
may be made by the Purchaser or by any prospective purchaser of the Mortgage
Loans from the Purchaser, at any time before or after such Closing Date upon
prior reasonable notice to the Seller. The fact that the Purchaser or any
prospective purchaser of the Mortgage Loans has conducted or has failed to
conduct any partial or complete examination of the Custodial Mortgage Files and
the Retained Mortgage Files shall not affect the Purchaser's (or any of its
successor's) rights to demand repurchase, substitution or other relief or remedy
as provided under the Master Seller's Warranties and Servicing Agreement.

     The Purchaser shall cause the Custodian to act as bailee for the sole and
exclusive benefit of the Seller pursuant to the Custodial Agreement and act only
in accordance with Seller's instructions. Upon the Seller's receipt of the
Purchase Price, the Seller shall provide notification to the Custodian to
release ownership of the Mortgage Loan Documents specified above to the
Purchaser. Such notification shall be in a form of a written notice by facsimile
or other electronic media, with a copy sent to the Purchaser. Subsequent to such
release, such Mortgage Loan Documents shall be retained by the Custodian for the
benefit of the Purchaser. All Mortgage Loan Documents related to Mortgage Loans
not purchased by the Purchaser on the Closing Date, shall be maintained by the
Custodian for the benefit of the Seller and shall be returned to the Seller
within two (2) Business Days after the Closing Date.



     SECTION 6. Representations, Warranties and Agreements of Seller. The Seller
agrees and acknowledges that it shall, as a condition to the consummation of the
transactions contemplated hereby, make the representations and warranties
specified in Section 3.01 and 3.02 of the Master Seller's Warranties and
Servicing Agreement, as of each Closing Date. The meaning of the term
"Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and
Servicing Agreement shall include this Agreement. The Seller, without conceding
that the Mortgage Loans are securities, hereby makes the following additional
representations, warranties and agreements which shall be deemed to have been
made as of the related Closing Date:

     a) neither the Seller nor anyone acting on its behalf has offered,
     transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any
     interest in any Mortgage Loans or any other similar security to, or
     solicited any offer to buy or accept a transfer, pledge or other
     disposition of any Mortgage Loans, any interest in any Mortgage Loans or
     any other similar security from, or otherwise approached or negotiated with
     respect to any Mortgage Loans, any interest in any Mortgage Loans or any
     other similar security with, any person in any manner, or made any general
     solicitation by means of general advertising or in any other manner, or
     taken any other action which would constitute a distribution of the
     Mortgage Loans under the Securities Act or which would render the
     disposition of any Mortgage Loans a violation of Section 5 of the
     Securities Act or require registration pursuant thereto, nor will it act,
     nor has it authorized or will it authorize any person to act, in such
     manner with respect to the Mortgage Loans; and

     b) the Seller has not dealt with any broker or agent or anyone else who
     might be entitled to a fee or commission in connection with this
     transaction other than the Purchaser.

     SECTION 7. Representation, Warranties and Agreement of Purchaser. The
Purchaser, without conceding that the Mortgage Loans are securities, hereby
makes the following representations, warranties and agreements, which shall have
been deemed to have been made as of the related Closing Date.

     a) the Purchaser understands that the Mortgage Loans have not been
     registered under the Securities Act or the securities laws of any state;

     b) except as contemplated under the Seller's Warranties and Servicing
     Agreement, the Purchaser is acquiring the Mortgage Loans for its own
     account only and not for any other person;

     c) the Purchaser considers itself a substantial, sophisticated
     institutional investor having such knowledge and experience in financial
     and business matters that it is capable of evaluating the merits and risks
     of investment in the Mortgage Loans;

     d) the Purchaser has been furnished with all information regarding the
     Mortgage Loans which it has requested from the Seller; and

     e) neither the Purchaser nor anyone acting on its behalf offered,
     transferred, pledged, sold or otherwise disposed of any Mortgage Loan, any
     interest in any Mortgage Loan or any other similar security to, or
     solicited any offer to buy or accept a transfer, pledge or



     other disposition of any Mortgage Loan, any interest in any Mortgage Loan
     or any other similar security from, or otherwise approached or negotiated
     with respect to any Mortgage Loan, any interest in any Mortgage Loan or any
     other similar security with, any person in any manner, or made any general
     solicitation by means of general advertising or in any other manner, or
     taken any other action which would constitute a distribution of the
     Mortgage Loans under the Securities Act or which would render the
     disposition of any Mortgage Loan a violation of Section 5 of the Securities
     Act or require registration pursuant thereto, nor will it act, nor has it
     authorized or will it authorize any person to act, in such manner with
     respect to the Mortgage Loans.

     SECTION 8. Closing. The closing for the purchase and sale of each Loan
Package, shall take place on the related Closing Date. At the Purchaser's
option, the Closing shall be either: by telephone, confirmed by letter or wire
as the parties shall agree; or conducted in person, at such place as the parties
shall agree.

     The closing shall be subject to each of the following conditions:

     a) all of the representations and warranties of the Seller under this
     Agreement and under the Master Seller's Warranties and Servicing Agreement
     shall be true and correct as of such Closing Date and no event shall have
     occurred which, with notice or the passage of time, would constitute a
     default under this Agreement or an Event of Default under the Master
     Seller's Warranties and Servicing Agreement;

     b) the Purchaser shall have received, or the Purchaser's attorneys shall
     have received in escrow, all Closing Documents as specified in Section 9 of
     this Agreement, in such forms as are agreed upon and acceptable to the
     Purchaser, duly executed by all signatories other than the Purchaser as
     required pursuant to the respective terms thereof;

     c) the Seller shall have delivered and released to the Custodian under the
     Master Seller's Warranties and Servicing Agreement all documents required
     pursuant to the Master Seller's Warranties and Servicing Agreement; and

     d) all other terms and conditions of this Agreement and the Master Seller's
     Warranties and Servicing Agreement shall have been complied with.

     Subject to the foregoing conditions, the Purchaser shall pay to the Seller
on such Closing Date the related Purchase Price, plus accrued interest pursuant
to Section 4 of this Agreement, by wire transfer of immediately available funds
to the account designated by the Seller.

     SECTION 9. Closing Documents. With respect to the initial closing date, the
Closing Documents shall consist of fully executed originals of the following
documents:

     1.   the Master Seller's Warranties and Servicing Agreement, in two
          counterparts;

     2.   this Agreement in two counterparts;

     3.   the Custody Agreement, in three counterparts, in the form attached as
          an exhibit to the Master Seller's Warranties and Servicing Agreement;



     4.   the Mortgage Loan Schedule for the related Loan Package, one copy of
          each to be attached to each counterpart of the related Assignment and
          Conveyance Agreement, to each counterpart of the Custody Agreement, as
          the Mortgage Loan Schedules thereto;

     5.   an Initial Certification, as required under the Custody Agreement;

     6.   an Opinion of Counsel of the Seller, in the form of Exhibit 1 hereto;
          and

     7.   an Assignment and Conveyance Agreement for the related Mortgage Loans.

     On each subsequent Closing Date, the following documents:

     1.   the Mortgage Loan Schedule for the related Loan Package;

     2.   an Assignment and Conveyance Agreement of Mortgage Loans for the
          related Loan Package; and

     3.   an Initial Certification, as required under the Custody Agreement.

     SECTION 10. Costs. The Purchaser shall pay any commissions due its
salesmen, the legal fees and expenses of its attorneys and the costs and
expenses associated with the Custodian. The Seller shall be responsible for
reasonable costs and expenses associated with any preparation and recording of
the initial Assignments of Mortgage. All other costs and expenses incurred in
connection with the transfer and delivery of the Mortgage Loans, including fees
for title policy endorsements and continuations and the Seller's attorney fees,
shall be paid by the Seller.

     SECTION 11. Servicing. The Mortgage Loans shall be serviced by the Seller
in accordance with the terms of the Master Seller's Warranties and Servicing
Agreement. The Seller shall be entitled to servicing fees calculated as provided
therein, at the Servicing Fee Rate.

     SECTION 12. Financial Statements. The Seller understands that in connection
with the Purchaser's marketing of the Mortgage Loans, the Purchaser shall make
available to prospective purchasers a Consolidated Statement of Operations of
the Seller for the most recently completed two fiscal years respecting which
such a statement is available, as well as a Consolidated Statement of Condition
at the end of the last two fiscal years covered by such Consolidated Statement
of Operations. The Purchaser shall also make available any comparable interim
statements to the extent any such statements have been prepared by the Seller in
a format intended or otherwise suitable for the public at large. The Seller, if
it has not already done so, agrees to furnish promptly to the Purchaser copies
of the statements specified above. The Seller shall also make available
information on its servicing performance with respect to loans in its own
portfolio and loans serviced for others (if any), including loss and delinquency
ratios.

     The Seller also agrees to allow access to a knowledgeable (as shall be
determined by the Seller) financial or accounting officer for the purpose of
answering questions asked by the Purchaser or any prospective purchaser
regarding recent developments affecting the Seller or the financial statements
of the Seller.



     SECTION 13. Mandatory Delivery. The sale and delivery on each Closing Date
of the related Mortgage Loans described on the respective Mortgage Loan
Schedules is mandatory, it being specifically understood and agreed that each
Mortgage Loan is unique and identifiable on such Closing Date and that an award
of money damages would be insufficient to compensate the Purchaser for the
losses and damages incurred by the Purchaser (including damages to prospective
purchasers of the Mortgage Loans) in the event of the Seller's failure to
deliver the Mortgage Loans on or before such Closing Date. All rights and
remedies of the Purchaser under this Agreement are distinct from, and cumulative
with, any other rights or remedies under this Agreement or afforded by law or
equity and all such rights and remedies may be exercised concurrently,
independently or successively.

     SECTION 14. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed, by
registered or certified mail, return receipt requested, or, if by other means,
when received by the other party at the address shown on the first page hereof,
or such other address as may hereafter be furnished to the other party by like
notice. Any such demand, notice of communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).

     SECTION 15. Severability Clause. Any part, provision, representation or
warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is as close as
possible to the economic effect of this Agreement without regard to such
invalidity.

     SECTION 16. Counterparts. This Agreement may be executed simultaneously in
any number of counterparts. Each counterpart shall be deemed to be an original,
and all such counterparts shall constitute one and the same instrument.

     SECTION 17. Place of Delivery and Governing Law. This Agreement shall be
deemed in effect when a fully executed counterpart thereof is received by the
Purchaser in North Carolina and shall be deemed to have been made in North
Carolina. The Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with the laws of the State of New
York, except to the extent preempted by Federal Law. In the event a claim or
controversy arises concerning the interpretation or enforcement of the terms of
this Agreement, the Purchaser and the Seller agree that such claim or
controversy may be settled by final, binding arbitration if



the Purchaser and the Seller, as applicable, consent to such arbitration at the
time such claim or controversy arises which consent may be withheld by the
Purchaser or the Seller in their sole discretion.

     Each of the Seller and the Purchaser hereby knowingly, voluntarily and
intentionally waives any and all rights it may have to a trial by jury in
respect of any litigation based on, or arising out of, under, or in connection
with this Agreement, or any other documents and instruments executed in
connection herewith, or any course of conduct, course of dealing, statements
(whether oral or written), or actions of the Seller or the Purchaser. This
provision is a material inducement for the Purchaser to enter into this
Agreement.

     SECTION 18. Further Agreements. The Purchaser and the Seller each agree to
execute and deliver to the other such additional documents, instruments or
agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.

     Without limiting the generality of the foregoing, the Seller shall
reasonably cooperate with the Purchaser in connection with the initial resales
of the Mortgage Loans by the Purchaser. In that connection, the Seller shall
provide to the Purchaser: (i) any and all information and appropriate
verification of information, whether through letters of its auditors and counsel
or otherwise, as the Purchaser shall reasonably request, and (ii) such
additional representations, warranties, covenants, opinions of counsel, letters
from auditors and certificates of public officials or officers of the Seller as
are reasonably believed necessary by the Purchaser in connection with such
resales. The requirement of the Seller pursuant to (ii) above shall terminate on
the Closing Date, except as provided pursuant to Article IX of the Master
Seller's Warranties and Servicing Agreement. Prior to incurring any
out-of-pocket expenses pursuant to this paragraph, the Seller shall notify the
Purchaser in writing of the estimated amount of such expense. The Purchaser
shall reimburse the Seller for any such expense following its receipt of
appropriate details thereof.

     SECTION 19. Intention of the Parties. It is the intention of the parties
that the Purchaser is purchasing, and the Seller is selling, an undivided 100%
ownership interest in the Mortgage Loans and not a debt instrument of the Seller
or another security. Accordingly, the parties hereto each intend to treat the
transaction for Federal income tax purposes as a sale by the Seller, and a
purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the
right to review the Mortgage Loans and the related Mortgage Loan Files to
determine the characteristics of the Mortgage Loans which shall affect the
Federal income tax consequences of owning the Mortgage Loans and the Seller
shall cooperate with all reasonable requests made by the Purchaser in the course
of such review.

     SECTION 20. Successors and Assigns; Assignment of Purchase Agreement. This
Agreement shall bind and inure to the benefit and be enforceable by the Seller
and the Purchaser and the respective successors and assigns of the Seller and
the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by
the Seller to a third party without the consent of the Purchaser.



     SECTION 21. Waivers; Other Agreements. No term or provision of this
Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is
sought to be enforced.

     SECTION 22. Exhibits. The exhibits to this Agreement are hereby
incorporated and made a part hereof and are an integral part of this Agreement.

     SECTION 23. General Interpretive Principles. For purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

     a) the terms defined in this Agreement have the meanings assigned to them
     in this Agreement and include the plural as well as the singular, and the
     use of any gender herein shall be deemed to include the other gender;

     b) accounting terms not otherwise defined herein have the meanings assigned
     to them in accordance with generally accepted accounting principles;

     c) references herein to "Articles", "Sections", "Subsections",
     "Paragraphs", and other subdivisions without reference to a document are to
     designated Articles, Sections, Subsections, Paragraphs and other
     subdivisions of this Agreement;

     d) a reference to a Subsection without further reference to a Section is a
     reference to such Subsection as contained in the same Section in which the
     reference appears, and this rule shall also apply to Paragraphs and other
     subdivisions;

     e) the words "herein", "hereof", "hereunder" and other words of similar
     import refer to this Agreement as a whole and not to any particular
     provision; and

     f) the term "include" or "including" shall mean without limitation by
     reason of enumeration.

     SECTION 24. Reproduction of Documents. This Agreement and all documents
relating thereto, including, without limitation, (a) consents, waivers and
modifications which may hereafter be executed, (b) documents received by any
party at the closing, and (c) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

                               [Signatures Follow]



     IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of
the date first above written.

                                        BANK OF AMERICA, NATIONAL ASSOCIATION
                                        (Purchaser)


                                        By:    /s/ Bruce W. Good
                                        Name:  Bruce W. Good
                                        Title: Vice President


                                        WELLS FARGO BANK, N.A.
                                        (Seller)


                                        By:    /s/ Susan Hughes
                                        Name:  Susan Hughes
                                        Title: Vice President



                                    EXHIBIT 1

                           FORM OF OPINION OF COUNSEL

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Re: Mortgage Loan Sale by Wells Fargo Bank, N.A. (the "Company") to _________
(the "Purchaser") of fixed rate and adjustable rate first lien mortgage loans
(the "Mortgage Loans") pursuant to that certain Amended and Restated Master
Seller's Warranties and Servicing Agreement and Amended and Restated Master
Mortgage Loan Purchase Agreement by and between the Company and the Purchaser,
dated as of December 1, 2005.

Dear Sir/Madam:

I am @ of Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank,
N.A. (the "Company"), with respect to certain matters in connection with the
sale by the Company of Mortgage Loans pursuant to that certain Amended and
Restated Master Seller's Warranties and Servicing Agreement and Amended and
Restated Master Mortgage Loan Purchase Agreement by and between the Company and
@ (the "Purchaser"), dated as of December 1, 2005, (the "Agreements"), which
sale is in the form of whole Mortgage Loans. Capitalized terms not otherwise
defined herein have the meanings set forth in the Amended and Restated Master
Seller's Warranties and Servicing Agreement.

I have examined the following documents:

     1.   the Amended and Restated Master Seller's Warranties and Servicing
          Agreement;

     2.   the Amended and Restated Master Mortgage Loan Purchase Agreement;

     3.   the Custody Agreement;

     4.   the form of endorsement of the Mortgage Notes; and

     5.   such other documents, records and papers as I have deemed necessary
          and relevant as a basis for this opinion.

To the extent I have deemed necessary and proper, I have relied upon the
representations and warranties of the Company contained in the Agreements. I
have assumed the authenticity of all



documents submitted to me as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents.

Based upon the foregoing, it is my opinion that:

     1.   The Company is a national banking association duly organized, validly
          existing and in good standing under the laws of the United States.

     2.   The Company has the power to engage in the transactions contemplated
          by the Agreements, the Custody Agreement and all requisite power,
          authority and legal right to execute and deliver the Agreements, the
          Custody Agreement and the Mortgage Loans, and to perform and observe
          the terms and conditions of such instruments.

     3.   Each person who, as an officer or attorney-in-fact of the Company,
          signed (a) the Agreements, each dated as of December 1, 2005, by and
          between the Company and the Purchaser, and (b) any other document
          delivered prior hereto or on the date hereof in connection with the
          sale and servicing of the Mortgage Loans in accordance with the
          Agreements was, at the respective times of such signing and delivery,
          and is, as of the date hereof, duly elected or appointed, qualified
          and acting as such officer or attorney-in-fact, and the signatures of
          such persons appearing on such documents are their genuine signatures.

     4.   Each of the Agreements, the Custody Agreement, and the Mortgage Loans,
          have been duly authorized, executed and delivered by the Company and
          are a legal, valid and binding agreement enforceable in accordance
          with its terms, subject to the effect of insolvency, liquidation,
          conservatorship and other similar laws administered by the Federal
          Deposit Insurance Corporation affecting the enforcement of contract
          obligations of insured banks and subject to the application of the
          rules of equity, including those respecting the availability of
          specific performance, none of which will materially interfere with the
          realization of the benefits provided thereunder or with the
          Purchaser's ownership of the Mortgage Loans.

     5.   The Company has been duly authorized to allow any of its officers to
          execute any and all documents by original or facsimile signature in
          order to complete the transactions contemplated by the Agreements and
          the Custody Agreement and in order to execute the endorsements to the
          Mortgage Notes and the assignments of the Mortgages, and the original
          or facsimile signature of the officer at the Company executing the
          Agreements, the Custody Agreement, the endorsements to the Mortgage
          Notes and the assignments of the Mortgages represents the legal and
          valid signature of said officer of the Company.

     6.   Either (i) no consent, approval, authorization or order of any court
          or governmental agency or body is required for the execution, delivery
          and performance by the Company of or compliance by the Company with
          the Agreements, the Custody Agreement or the sale and delivery of the
          Mortgage



          Loans or the consummation of the transactions contemplated by the
          Agreements and the Custody Agreement; or (ii) any required consent,
          approval, authorization or order has been obtained by the Company.

     7.   Neither the consummation of the transactions contemplated by, nor the
          fulfillment of the terms of the Agreements and the Custody Agreement,
          will conflict with or results in or will result in a breach of or
          constitutes or will constitute a default under the charter or by-laws
          of the Company, the terms of any indenture or other agreement or
          instrument to which the Company is a party or by which it is bound or
          to which it is subject, or violates any statute or order, rule,
          regulations, writ, injunction or decree of any court, governmental
          authority or regulatory body to which the Company is subject or by
          which it is bound.

     8.   There is no action, suit, proceeding or investigation pending or, to
          the best of my knowledge, threatened against the Company which, in my
          opinion, either in any one instance or in the aggregate, may result in
          any material adverse change in the business, operations, financial
          condition, properties or assets of the Company or in any material
          impairment of the right or ability of the Company to carry on its
          business substantially as now conducted or in any material liability
          on the part of the Company or which would draw into question the
          validity of the Agreements, and the Custody Agreement, or of any
          action taken or to be taken in connection with the transactions
          contemplated thereby, or which would be likely to impair materially
          the ability of the Company to perform under the terms of the
          Agreements and the Custody Agreement.

     9.   For purposes of the foregoing, I have not regarded any legal or
          governmental actions, investigations or proceedings to be "threatened"
          unless the potential litigant or governmental authority has manifested
          to the legal department of the Company or an employee of the Company
          responsible for the receipt of process a present intention to initiate
          such proceedings; nor have I regarded any legal or governmental
          actions, investigations or proceedings as including those that are
          conducted by state or federal authorities in connection with their
          routine regulatory activities. The sale of each Mortgage Note and
          Mortgage as and in the manner contemplated by the Agreements is
          sufficient fully to transfer all right, title and interest of the
          Company thereto as noteholder and mortgagee, apart from the rights to
          service the Mortgage Loans pursuant to the Agreements.

     10.  The form of endorsement that is to be used with respect to the
          Mortgage Loans is legally valid and sufficient to duly endorse the
          Mortgage Notes to the Purchaser. Upon the completion of the
          endorsement of the Mortgage Notes and the completion of the
          assignments of the Mortgages, and the recording thereof, the
          endorsement of the Mortgage Notes, the delivery to the Custodian of
          the completed assignments of the Mortgages, and the delivery of the
          original endorsed Mortgage Notes to the Custodian would be sufficient
          to permit the entity to which such Mortgage Note is initially endorsed
          at the Purchaser's direction, and to whom such assignment of Mortgages
          is initially assigned at the Purchaser's direction, to avail itself of
          all protection available under applicable law against the



          claims of any present or future creditors of the Company, and would be
          sufficient to prevent any other sale, transfer, assignment, pledge or
          hypothecation of the Mortgages and the Mortgage Notes by the Company
          from being enforceable.

This opinion is given to you for your sole benefit, and no other person or
entity is entitled to rely hereon except that the purchaser or purchasers to
which you initially and directly resell the Mortgage Loans may rely on this
opinion as if it were addressed to them as of its date.

Sincerely,

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