Filed Pursuant to Rule 424(b)(5)
                                                Registration File No. 333-130536

SUPPLEMENT DATED APRIL 28, 2006
(TO PROSPECTUS SUPPLEMENT DATED APRIL 26, 2006
TO PROSPECTUS DATED APRIL 26, 2006)

                             [BANK OF AMERICA LOGO]

 BANC OF AMERICA FUNDING CORPORATION        BANC OF AMERICA FUNDING 2006-D TRUST
              DEPOSITOR                                ISSUING ENTITY

BANK OF AMERICA, NATIONAL ASSOCIATION              WELLS FARGO BANK, N.A.
               SPONSOR                                MASTER SERVICER

                          $1,776,428,100 (APPROXIMATE)
                MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-D
        PRINCIPAL AND/OR INTEREST PAYABLE MONTHLY, BEGINNING IN MAY 2006

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

         With respect to the Monthly Excess Cashflow Allocation under
"Description of the Certificates--Distributions on the Group 1
Certificates--Application of Monthly Excess Cashflow Amounts to the Group 1
Certificates" on page S-91 of the Prospectus Supplement, clause (b) is replaced
in its entirety with the following:

         "(b) sequentially, first, (i) concurrently, to the Class 1-A-1, Class
1-A-2 and Class 1-A-3 Certificates, pro rata, any Interest Carry Forward Amount
for such class for such Distribution Date and second, (ii) to the Class 1-A-3
Certificates, any Class 1-A-3 Realized Loss Amortization Amount for such
Distribution Date;"

         In addition, on page S-92 of the Prospectus Supplement, the following
definition is added immediately before the definition of "Class 1-M-1 Realized
Loss Amortization Amount":

         " "CLASS 1-A-3 REALIZED LOSS AMORTIZATION AMOUNT" means as to the Class
1-A-3 Certificates and as of any Distribution Date, the lesser of (x) the excess
of (i) the cumulative amount of related Applied Realized Loss Amounts allocated
to such class for all prior Distribution Dates, as described under "--Allocation
of Losses to the Group 1 Certificates" below, over (ii) the sum of (a) the
cumulative amount of any Recoveries allocated to such class and (b) the
cumulative amount of Class 1-A-3 Realized Loss Amortization Amounts for all
prior Distribution Dates and (y) the excess of (i) the Monthly Excess Cashflow
Amount over (ii) the amount described in clauses (a) through (b)(i) of the
Monthly Excess Cashflow Allocation for such Distribution Date."

         With respect to the description of distributions made from the Swap
Account under "Description of the Certificates--Interest Rate Swap Agreement,
the Swap Provider and the Swap Account--The Swap Account" on page S-113 of the
Prospectus Supplement, clause "sixth" is replaced in its entirety with the
following:

         "sixth, sequentially, to the Class 1-A-3, Class 1-M-1, Class 1-M-2,
Class 1-M-3, Class 1-M-4, Class 1-M-5, and Class 1-M-6 Certificates, to the
extent of any remaining related Realized Loss Amortization Amount for such class
(or in the case of the Class 1-A-3 Certificates, the Class 1-A-3 Realized Loss
Amortization Amount);"

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

         Capitalized terms used but not defined herein have the meanings
assigned them in the accompanying prospectus supplement.

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 26, 2006)

                            [Bank of America(R) LOGO]

   BANC OF AMERICA FUNDING CORPORATION    BANC OF AMERICA FUNDING 2006-D TRUST
                DEPOSITOR                            ISSUING ENTITY
  BANK OF AMERICA, NATIONAL ASSOCIATION          WELLS FARGO BANK, N.A.
                 SPONSOR                             MASTER SERVICER

                                 $1,776,428,100
                                 (APPROXIMATE)

                MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-D
        PRINCIPAL AND/OR INTEREST PAYABLE MONTHLY, BEGINNING IN MAY 2006

--------------------------------------------------------------------------------
YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE S-30 OF THIS
PROSPECTUS SUPPLEMENT.

Neither the Offered Certificates nor the mortgage loans are insured or
guaranteed by any governmental agency or instrumentality.

The Offered Certificates represent interests in the Issuing Entity only and will
not be obligations of the Depositor, the Sponsor or any other entity.

This prospectus supplement may be used to offer and sell the Offered
Certificates only if accompanied by the prospectus. Please read both documents
carefully to understand the risks associated with these investments.
--------------------------------------------------------------------------------

THE ISSUING ENTITY WILL ISSUE --

o    Seven groups consisting of twenty-one classes of Senior Certificates.

o    Six classes of Class 1-M Certificates, all of which are subordinated to,
     and provide credit enhancement for, the Senior Certificates of Group 1.
     Each class of Class 1-M Certificates is also subordinated to each class of
     Class 1-M Certificates, if any, with a lower numeric designation.

o    Three groups consisting of twenty-three classes of Class B Certificates.
     Each group of Class B Certificates is subordinated to, and provides credit
     support for, certain classes or groups of Senior Certificates described
     herein. Each class of Class B Certificates is also subordinated to each
     class of Class B Certificates within its group, if any, with a lower
     numeric designation.

o    The Class 1-CE and Class 1-P Certificates.

o    The Swap-IO Interest, which will not be certificated.

The classes of Offered Certificates are listed in the table on page S-6.

THE YIELD TO MATURITY OF THE INTEREST ONLY CERTIFICATES WILL BE PARTICULARLY
SENSITIVE TO THE RATE OF PRINCIPAL PAYMENTS ON CERTAIN MORTGAGE LOANS. IF YOU
ARE PURCHASING INTEREST ONLY CERTIFICATES, YOU SHOULD CONSIDER THE RISK THAT A
FASTER THAN ANTICIPATED RATE OF PRINCIPAL PAYMENTS ON SUCH MORTGAGE LOANS MAY
RESULT IN AN ACTUAL YIELD THAT IS LOWER THAN YOUR EXPECTED YIELD AND COULD
RESULT IN A LOSS OF ALL OR PART OF YOUR INITIAL INVESTMENT.

THE ASSETS OF THE ISSUING ENTITY WILL CONSIST PRIMARILY OF MORTGAGE LOANS --

o    Seven loan groups originated or acquired by the Sponsor, which is an
     affiliate of the Depositor and the Underwriter.

o    All of which are adjustable-rate mortgage loans secured by first liens on
     one- to four-family properties.

o    All of which have original terms to maturity of approximately 25 to 30
     years.

CREDIT ENHANCEMENT WILL CONSIST OF --

o    Subordination of the Subordinate Certificates to the Senior Certificates of
     the related groups for the distributions of principal and interest and the
     allocation of losses.

o    Subordination of Super Senior Support Certificates to the related Super
     Senior Certificates for the allocation of losses.

o    Cross-collateralization of certain loan groups and the related
     Certificates.

o    Shifting interest in prepayments with allocation of all principal
     prepayments and certain liquidation proceeds on the mortgage loans in
     certain loan groups to the Senior Certificates of the related Group of
     Certificates as described herein.

o    As of the cut-off date, the aggregate principal balance of the Group 1
     Mortgage Loans will exceed the aggregate class balance of the Offered Group
     1 Certificates, resulting in overcollateralization. Certain excess interest
     received from the Group 1 Mortgage Loans will also be applied as payments
     of principal on the Offered Group 1 Certificates to maintain a required
     level of overcollateralization.

o    Net swap payments received pursuant to an interest rate swap agreement will
     be available to make certain distributions on the Offered Group 1
     Certificates.

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

The offered certificates will be offered by Banc of America Securities LLC, as
underwriter, at varying prices to be determined at the time of sale to
investors. The anticipated delivery date for the offered certificates is April
28, 2006. Total proceeds to Banc of America Funding Corporation for the offered
certificates will be approximately 99.535% of the initial principal balance of
the offered certificates plus accrued interest, if applicable, before deducting
expenses payable by the depositor.

                         BANC OF AMERICA SECURITIES LLC
                                 April 26, 2006



                                TABLE OF CONTENTS



IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT
   AND THE PROSPECTUS .....................................................     S-4
SUMMARY OF TERMS ..........................................................     S-8
RISK FACTORS ..............................................................    S-30
   Mortgage Loans Paying Interest Only During the Related Interest Only
      Period May Have a Higher Risk of Delinquency, Default or Rates of
      Prepayment ..........................................................    S-30
   Inclusion of Mortgage Loans that Have Been Delinquent in the Past May
      Increase Risk of Loss ...............................................    S-30
   The Rate of Principal Payments on the Mortgage Loans Will Affect the
      Yield on the Offered Certificates ...................................    S-31
   Delinquencies and Losses on the Mortgage Loans May Adversely Affect
      Your Yield ..........................................................    S-32
   Alternative Underwriting Standards May Increase Risk of Loss ...........    S-32
   The Rate of Default on Mortgage Loans that Are Secured by Investor
      Properties May be Higher than on Other Mortgage Loans ...............    S-32
   Credit Scores May Not Accurately Predict the Likelihood of Default .....    S-33
   Decrement and Sensitivity Tables Are Based Upon Assumptions and Models..    S-33
   There Is a Risk that Interest Payments on the Mortgage Loans May Be
      Insufficient to Pay Interest on Your Certificates ...................    S-33
   Subordination of Super Senior Support and Subordinate Certificates
      Increases Risk of Loss ..............................................    S-34
   Aggregate Group X Subordinate Certificates Provide Subordination for
      the Senior Certificates of Aggregate Group X and Aggregate Group 6
      Subordinate Certificates Provide Subordination for the Senior
      Certificates of Aggregate Group 6 ...................................    S-35
   The Timing of Changes in the Rate of Prepayments May Significantly
      Affect the Actual Yield to You, Even If the Average Rate of Principal
      Prepayments is Consistent with Your Expectations ....................    S-35
   The Variable Rate of Interest on the Offered Certificates Will Affect
      Your Yield ..........................................................    S-36
   Adjustable-Rate Mortgage Loan Borrowers May Be More Likely to Prepay ...    S-36
   Limited Source of Payments - No Recourse to Depositor, Sponsor, Master
      Servicer, Servicers, Securities Administrator or Trustee ............    S-36
   Limited Liquidity ......................................................    S-36
   Geographic Concentration May Increase Risk of Loss Due to Adverse
      Economic Conditions or Natural Disaster .............................    S-37
   Recent Storms May Adversely Affect Holders of the Offered Certificates..    S-37
   Residential Real Estate Values May Fluctuate and Adversely Affect Your
      Investment ..........................................................    S-38
   Rights of Beneficial Owners May Be Limited by Book-Entry System ........    S-38
   The Recording of the Mortgages in the Name of MERS May Affect the
      Yield on the Certificates ...........................................    S-38
   An Originator May Not Be Able to Repurchase Defective Mortgage Loans ...    S-39
   Tax Consequences of Residual Certificate ...............................    S-39
   United States Military Operations May Increase Risk of Relief Act
      Shortfalls ..........................................................    S-39
   The Rights of the NIMS Insurer Could Adversely Affect the Offered
      Group 1 Certificates ................................................    S-39
   There is a Risk that Interest Payments on the Group 1 Mortgage Loans
      May Be Insufficient to Maintain Overcollateralization ...............    S-40
   Credit Enhancement for Group 1 Senior Certificates Increases Risk of
      Loss for the Class 1-M Certificates .................................    S-41
   The Interest Rate Swap Agreement and the Swap Provider .................    S-42
THE MORTGAGE POOL .........................................................    S-43
THE ORIGINATORS ...........................................................    S-48
   Bank of America, National Association ..................................    S-48
   Countrywide Home Loans, Inc. ...........................................    S-48
   IndyMac Bank, F.S.B. ...................................................    S-49
MORTGAGE LOAN UNDERWRITING STANDARDS ......................................    S-50
   Bank of America's Underwriting Standards ...............................    S-50
   Countrywide Home Loans' Underwriting Standards .........................    S-56
   IndyMac Bank's Underwriting Standards ..................................    S-62
THE SPONSOR ...............................................................    S-64
STATIC POOL INFORMATION ...................................................    S-65
THE DEPOSITOR .............................................................    S-65
THE ISSUING ENTITY ........................................................    S-65
SERVICING OF MORTGAGE LOANS ...............................................    S-66
   The Master Servicer and Securities Administrator .......................    S-67
   The Servicers ..........................................................    S-68
   Bank of America's Servicing Experience and Procedures ..................    S-68
   Countrywide Home Loans Servicing LP ....................................    S-71
   IndyMac Bank's Servicing Experience and Procedures .....................    S-72



                                       S-2





THE POOLING AND SERVICING AGREEMENT AND THE SERVICING AGREEMENTS ..........    S-73
   Assignment of Mortgage Loans ...........................................    S-73
   Repurchases of Mortgage Loans ..........................................    S-74
   Optional Repurchases of Certain Mortgage Loans .........................    S-75
   Payments on Mortgage Loans; Accounts ...................................    S-75
   Compensating Interest ..................................................    S-76
   Advances ...............................................................    S-76
   Optional Termination ...................................................    S-77
   The Trustee ............................................................    S-78
   Compensation and Payment of Expenses of the Transaction Parties ........    S-79
   Voting Rights ..........................................................    S-80
   Rights of the NIMS Insurer under the Pooling and Servicing Agreement ...    S-81
DESCRIPTION OF CERTIFICATES ...............................................    S-81
   Denominations and Form .................................................    S-81
   Distributions -- General ...............................................    S-82
   Distributions on the Group 1 Certificates ..............................    S-83
   Allocation of Losses to the Group 1 Certificates .......................    S-93
   Group 1 Certificate Interest Rates .....................................    S-93
   Distributions on the Shifting Interest Certificates ....................    S-94
   Allocation of Losses to the Shifting Interest Certificates .............   S-106
   Restrictions on Transfer of the Class 2-A-R Certificate ................   S-107
   Interest Rate Swap Agreement, the Swap Provider and the Swap Account ...   S-109
   The Supplemental Interest Trust Trustee ................................   S-113
PREPAYMENT AND YIELD CONSIDERATIONS .......................................   S-113
   Prepayment Considerations and Risks ....................................   S-114
   Assumptions Relating to Tables .........................................   S-115
   Weighted Average Lives of the Offered Certificates .....................   S-116
   Yield on the Class 5-A-X Certificates ..................................   S-117
   Yield on the Class 2-A-R Certificate ...................................   S-118
   Yield on the Class 1-M Certificates ....................................   S-118
   Yield on the Shifting Interest Class B Certificates ....................   S-118
   Yield Considerations on the Class 1-M-2, Class 1-M-3, Class 1-M-4,
      Class 1-M-5, Class 1-M-6, Class X-B-2, Class X-B-3, Class 5-B-2,
      Class 5-B-3, Class 6-B-3, Class 6-B-4, Class 6-B-5, Class 6-B-6,
      Class 6-B-7 and Class 6-B-8 Certificates ............................   S-119
CREDIT SUPPORT ............................................................   S-121
USE OF PROCEEDS ...........................................................   S-121
FEDERAL INCOME TAX CONSEQUENCES ...........................................   S-121
   Regular Certificates and Regular Interests .............................   S-122
   Taxation of the Notional Principal Contract Arrangements ...............   S-123
   Residual Certificate ...................................................   S-125
   Backup Withholding and Reporting Requirements ..........................   S-125
STATE TAXES ...............................................................   S-126
ERISA CONSIDERATIONS ......................................................   S-126
REPORTS TO CERTIFICATEHOLDERS .............................................   S-127
METHOD OF DISTRIBUTION ....................................................   S-127
LEGAL MATTERS .............................................................   S-128
CERTIFICATE RATINGS .......................................................   S-128
INDEX TO DEFINED TERMS ....................................................   S-129

Appendix A: Mortgage Loan Data.............................................     A-1
Appendix B: Decrement Tables...............................................     B-1
Appendix C: Hypothetical Mortgage Loans....................................     C-1
Appendix D: Sensitivity and Aggregate Realized Loss Tables ................     D-1
Appendix E: Interest Rate Swap Schedule....................................     E-1



                                       S-3

 

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

          The Offered Certificates are described in two separate documents that
progressively provide more detail: (i) the accompanying prospectus, which
provides general information, some of which may not apply to a particular series
of certificates such as your certificates; and (ii) this prospectus supplement,
which incorporates and includes the appendices and describes the specific terms
of your Certificates and may differ from information in the prospectus.

          Information regarding certain entities that are not affiliates of the
Depositor has been provided in this prospectus supplement. See in particular
"The Originators--Countrywide Home Loans, Inc.," "--IndyMac Bank, F.S.B.,"
"Mortgage Loan Underwriting Standards--Countrywide Home Loans' Underwriting
Standards," "--IndyMac Bank's Underwriting Standards," "Servicing of the
Mortgage Loans--The Master Servicer and Securities Administrator," "--The
Servicers--Countrywide Home Loans Servicing LP" and "--IndyMac Bank's Servicing
Experience and Procedures" in this prospectus supplement. The information
contained in those sections of this prospectus supplement was prepared solely by
the party described in that section without any input from the Depositor.

          If you have received a copy of this prospectus supplement and
accompanying prospectus in electronic format, and if the legal prospectus
delivery period has not expired, you may obtain a paper copy of this prospectus
supplement and accompanying prospectus from the depositor or from the
Underwriter.

          Cross-references are included in this prospectus supplement and the
prospectus to captions in these materials where you can find additional
information. The "Table of Contents" in this prospectus supplement and the
"Table of Contents" in the prospectus provide the locations of these captions.

          The "Index to Defined Terms" beginning on page S-129 of this
prospectus supplement and the "Index of Defined Terms" beginning on page 120 of
the prospectus direct you to the locations of the definitions of capitalized
terms used in each of the documents. Any capitalized terms that are not defined
in this prospectus supplement and that do not have obvious meanings are defined
in the prospectus.

          Banc of America Funding Corporation's principal offices are located at
214 North Tryon Street, Charlotte, North Carolina 28255, and its phone number is
(704) 386-2400.

                                   ----------

          This prospectus supplement and the accompanying prospectus contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended. Specifically, forward-looking statements, together with
related qualifying language and assumptions, are found in the material
(including tables) under the headings "Risk Factors" and "Prepayment and Yield
Considerations." Forward-looking statements are also found in other places
throughout this prospectus supplement and the prospectus, and may be identified
by, among other things, accompanying language such as "expects," "intends,"
"anticipates," "estimates" or analogous expressions, or by qualifying language
or assumptions. These statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results or performance
to differ materially from the forward-looking statements. These risks,
uncertainties and other factors include, among others, general economic and
business conditions, competition, changes in political, social and economic
conditions, regulatory initiatives and compliance with governmental regulations,
customer preference and various other matters, many of which are beyond the
depositor's control. These forward-looking statements speak only as of the date
of this prospectus supplement. The depositor expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any forward-looking
statements to reflect changes in the depositor's expectations with regard to
those statements or any change in events, conditions or circumstances on which
any forward-looking statement is based.


                                       S-4



                             EUROPEAN ECONOMIC AREA

          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 authorized or regulated to
          operate in the financial markets or, if not so authorized or
          regulated, whose corporate purpose is solely to invest in securities;

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

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

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

                                 UNITED KINGDOM

          Each underwriter has represented and agreed that:

               (a) it has only communicated or caused to be communicated and
          will only communicate or cause to be communicated an invitation or
          inducement to engage in investment activity (within the meaning of
          Section 21 of the Financial Services and Markets Act) received by it
          in connection with the issue or sale of the securities in
          circumstances in which Section 21(1) of the Financial Services and
          Markets Act does not apply to the Depositor; and

               (b) it has complied and will comply with all applicable
          provisions of the Financial Services and Markets Act with respect to
          anything done by it in relation to the securities in, from or
          otherwise involving the United Kingdom.

                       NOTICE TO UNITED KINGDOM INVESTORS

          The distribution of this free writing prospectus if made by a person
who is not an authorized person under the Financial Services and Markets Act, is
being made only to, or directed only at persons who (1) are outside the United
Kingdom or (2) are persons falling within Article 49(2)(a) through (d) ("high
net worth companies, unincorporated associations, etc.") or 19 (Investment
Professionals) of the Financial Services and Market Act 2000 (Financial
Promotion) Order 2005 (all such persons together being referred to as the
"Relevant Persons"). This free writing prospectus must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or investment
activity to which this free writing prospectus relates, including the offered
certificates, is available only to Relevant Persons and will be engaged in only
with Relevant Persons.

          Potential investors in the United Kingdom are advised that all, or
most, of the protections afforded by the United Kingdom regulatory system will
not apply to an investment in the trust fund and that compensation will not be
available under the United Kingdom Financial Services Compensation Scheme.


                                       S-5



                       THE SERIES 2006-D CERTIFICATES(16)


                                                                                                                  INITIAL RATING OF
                          INITIAL                                                                                   CERTIFICATE(3)
                           CLASS       PASS-THROUGH                                                               -----------------
        CLASS            BALANCE(1)        RATE                PRINCIPAL TYPE(2)             INTEREST TYPE(2)        FITCH    S&P
--------------------   -------------   ------------   ----------------------------------   --------------------      -----   ----

OFFERED CERTIFICATES
Class 1-A-1 ........    $415,186,000        (4)          Super Senior, Sequential Pay          Floating Rate          AAA    AAA
Class 1-A-2 ........    $ 99,554,000        (4)          Super Senior, Sequential Pay          Floating Rate          AAA    AAA
Class 1-A-3 ........    $ 60,451,000        (4)       Super Senior Support, Pass-Through       Floating Rate          AAA    AAA
Class 2-A-1 ........    $ 20,954,000        (5)           Super Senior, Pass-Through           Variable Rate          AAA    AAA
Class 2-A-2 ........    $    974,000        (5)       Super Senior Support, Pass-Through       Variable Rate          AAA    AAA
Class 2-A-R ........    $        100        (5)             Senior, Sequential Pay             Variable Rate          AAA    AAA
Class 3-A-1 ........    $192,774,000        (6)           Super Senior, Pass-Through           Variable Rate          AAA    AAA
Class 3-A-2 ........    $  8,954,000        (6)             Super Senior Support,              Variable Rate          AAA    AAA
                                                                  Pass-Through
Class 4-A-1 ........    $ 15,000,000        (7)           Super Senior, Pass-Through           Variable Rate          AAA    AAA
Class 4-A-2 ........    $ 12,229,000        (7)          Super Senior, Sequential Pay          Variable Rate          AAA    AAA
Class 4-A-3 ........    $  3,896,000        (7)          Super Senior, Sequential Pay          Variable Rate          AAA    AAA
Class 4-A-4 ........    $  1,446,000        (7)             Super Senior Support,              Variable Rate          AAA    AAA
                                                                  Pass-Through
Class 5-A-1 ........    $100,000,000        (8)           Super Senior, Pass-Through           Variable Rate          AAA    AAA
Class 5-A-2 ........    $249,587,000        (9)          Super Senior, Sequential Pay          Variable Rate          AAA    AAA
Class 5-A-3 ........    $ 83,603,000        (9)          Super Senior, Sequential Pay          Variable Rate          AAA    AAA
Class 5-A-4 ........    $ 16,303,000        (8)             Super Senior Support,              Variable Rate          AAA    AAA
                                                                  Pass-Through
Class 5-A-X ........             (10)      (10)             Super Senior, Notional         Fixed Rate, Interest       AAA    AAA
                                                                                                   Only
Class 6-A-1 ........    $115,912,000       (11)           Super Senior, Pass-Through           Variable Rate          AAA    AAA
Class 6-A-2 ........    $  6,440,000       (11)             Super Senior Support,              Variable Rate          AAA    AAA
                                                                  Pass-Through
Class 6-A-3 ........    $288,576,000       (12)           Super Senior, Pass-Through           Variable Rate          AAA    AAA
Class 6-A-4 ........    $ 16,032,000       (12)             Super Senior Support,              Variable Rate          AAA    AAA
                                                                  Pass-Through
Class 1-M-1 ........    $  6,045,000        (4)                  Subordinated                  Floating Rate          AA+     AA
Class 1-M-2 ........    $  9,007,000        (4)                  Subordinated                  Floating Rate           AA     A
Class 1-M-3 ........    $  3,023,000        (4)                  Subordinated                  Floating Rate           A+     A-
Class 1-M-4 ........    $  3,023,000        (4)                  Subordinated                  Floating Rate           A     BBB+
Class 1-M-5 ........    $  3,082,000        (4)                  Subordinated                  Floating Rate          BBB+   BBB
Class 1-M-6 ........    $  3,023,000        (4)                  Subordinated                  Floating Rate          BBB-   BBB-
Class X-B-1 ........    $  6,959,000       (13)                  Subordinated                  Variable Rate           AA    None
Class X-B-2 ........    $  1,605,000       (13)                  Subordinated                  Variable Rate           A     None
Class X-B-3 ........    $  1,071,000       (13)                  Subordinated                  Variable Rate          BBB    None
Class 5-B-1 ........    $  9,782,000        (8)                  Subordinated                  Variable Rate           AA    None
Class 5-B-2 ........    $  2,562,000        (8)                  Subordinated                  Variable Rate           A     None
Class 5-B-3 ........    $  1,397,000        (8)                  Subordinated                  Variable Rate          BBB    None
Class 6-B-1 ........    $  6,742,000       (14)                  Subordinated                  Variable Rate          None   AA+
Class 6-B-2 ........    $  3,595,000       (14)                  Subordinated                  Variable Rate          None    AA
Class 6-B-3 ........    $  1,348,000       (14)                  Subordinated                  Variable Rate          None   AA-
Class 6-B-4 ........    $  1,798,000       (14)                  Subordinated                  Variable Rate          None    A+
Class 6-B-5 ........    $  1,124,000       (14)                  Subordinated                  Variable Rate          None    A
Class 6-B-6 ........    $  1,123,000       (14)                  Subordinated                  Variable Rate          None    A-
Class 6-B-7 ........    $  1,349,000       (14)                  Subordinated                  Variable Rate          None   BBB
Class 6-B-8 ........    $    899,000       (14)                  Subordinated                  Variable Rate          None   BBB-

NON-OFFERED CERTIFICATES
Class 1-CE .........             (15)      (15)                  Subordinated                       N/A               None   None
Class 1-P ..........    $        100       (15)               Prepayment Charge                     N/A               None   None
Class X-B-4 ........    $    669,000       (13)                  Subordinated                  Variable Rate           BB    None
Class X-B-5 ........    $    535,000       (13)                  Subordinated                  Variable Rate           B     None
Class X-B-6 ........    $    535,426       (13)                  Subordinated                  Variable Rate          None   None
Class 5-B-4 ........    $    932,000        (8)                  Subordinated                  Variable Rate           BB    None
Class 5-B-5 ........    $    698,000        (8)                  Subordinated                  Variable Rate           B     None
Class 5-B-6 ........    $    932,413        (8)                  Subordinated                  Variable Rate          None   None
Class 6-B-9 ........    $  1,348,000       (14)                  Subordinated                  Variable Rate          None    BB
Class 6-B-10 .......    $  1,798,000       (14)                  Subordinated                  Variable Rate          None    B
Class 6-B-11 .......    $  1,348,344       (14)                  Subordinated                  Variable Rate          None   None


----------
(1)  Approximate. The initial class balances of the Offered Certificates may
     vary by a total of plus or minus 5%.

(2)  See "Description of the Certificates--Categories of Classes of
     Certificates" in the prospectus for a description of these principal and
     interest types and see "Description of the Certificates--Distributions on
     the Group 1 Certificates," --Distributions on the Shifting Interest
     Certificates--Priority of Distributions,"


                                       S-6



     "--Allocation of Losses to the Group 1 Certificates" and "--Allocation of
     Losses to the Shifting Interest Certificates" in this prospectus supplement
     for a description of the effects of subordination.

(3)  The offered certificates will not be issued unless they receive at least
     the ratings set forth in this table. See "Certificate Ratings" in this
     prospectus supplement.

(4)  For each Distribution Date occurring prior to and including the applicable
     Optional Termination Date, interest will accrue on these Certificates at a
     per annum rate equal to the lesser of (i) the lesser of (a) the sum of
     Certificate One-Month LIBOR and 0.170%, 0.280%, 0.300%, 0.370%, 0.520%,
     0.600%, 1.150%, 1.250% and 1.250% with respect to the Class 1-A-1, Class
     1-A-2, Class 1-A-3, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4,
     Class 1-M-5 and Class 1-M-6 Certificates, respectively, and (b) 11.00% and
     (ii) the Group 1 Cap. On each Distribution Date following the applicable
     Optional Termination Date, interest will accrue on the these Certificates
     at a per annum rate equal to the lesser of (i) the lesser of (a) the sum of
     Certificate One-Month LIBOR and 0.340%, 0.560%, 0.600%, 0.555%, 0.780%,
     0.900%, 1.725%, 1.875% and 1.875% with respect to the Class 1-A-1, Class
     1-A-2, Class 1-A-3, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4,
     Class 1-M-5 and Class 1-M-6 Certificates, respectively, and (b) 11.00% and
     (ii) the Group 1 Cap. For the initial Distribution Date in May 2006, this
     rate is expected to be approximately 5.170%, 5.280%, 5.300%, 5.370%,
     5.520%, 5.600%, 6.150%, 6.250% and 6.250% per annum with respect to the
     Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-M-1, Class 1-M-2, Class
     1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-M-6 Certificates, respectively.

(5)  Interest will accrue on these Certificates at a per annum rate equal to the
     weighted average of the Net Mortgage Interest Rates of the Group 2 Mortgage
     Loans (based on the Stated Principal Balances of the Group 2 Mortgage Loans
     on the due date in the month preceding the month of such Distribution
     Date). For the initial Distribution Date in May 2006, this rate is expected
     to be approximately 5.849047% per annum.

(6)  Interest will accrue on these Certificates at a per annum rate equal to the
     weighted average of the Net Mortgage Interest Rates of the Group 3 Mortgage
     Loans (based on the Stated Principal Balances of the Group 3 Mortgage Loans
     on the due date in the month preceding the month of such Distribution
     Date). For the initial Distribution Date in May 2006, this rate is expected
     to be approximately 5.602668% per annum.

(7)  Interest will accrue on these Certificates at a per annum rate equal to the
     weighted average of the Net Mortgage Interest Rates of the Group 4 Mortgage
     Loans (based on the Stated Principal Balances of the Group 4 Mortgage Loans
     on the due date in the month preceding the month of such Distribution
     Date). For the initial Distribution Date in May 2006, this rate is expected
     to be approximately 5.794164% per annum.

(8)  Interest will accrue on these Certificates at a per annum rate equal to the
     weighted average of the Net Mortgage Interest Rates of the Group 5 Mortgage
     Loans (based on the Stated Principal Balances of the Group 5 Mortgage Loans
     on the due date in the month preceding the month of such Distribution
     Date). For the initial Distribution Date in May 2006, this rate is expected
     to be approximately 5.86856626% per annum.

(9)  Interest will accrue on these Certificates through the Distribution Date in
     February 2016 at a per annum rate equal to the weighted average of the Net
     Mortgage Interest Rates of the Group 5 Mortgage Loans (based on the Stated
     Principal Balances of the Group 5 Mortgage Loans on the due date in the
     month preceding the month of such Distribution Date) minus 0.61856626%. For
     the initial Distribution Date in May 2006, this rate is expected to be
     approximately 5.250000% per annum. On and after the Distribution Date in
     March 2016, interest will accrue on these Certificates at a per annum rate
     equal to the weighted average of the Net Mortgage Interest Rates of the
     Group 5 Mortgage Loans (based on the Stated Principal Balances of the Group
     5 Mortgage Loans on the due date in the month preceding the month of such
     Distribution Date).

(10) Interest will accrue on the Class 5-A-X Certificates through the
     Distribution Date in February 2016 at rate equal to 0.61856626% per annum
     and will accrue interest on a notional balance equal to the sum of the
     outstanding class balances of the Class 5-A-2 and Class 5-A-3 Certificates,
     which with respect to the first Distribution Date will be approximately
     $333,190,000. The pass-through rate on the Class 5-A-X Certificates will be
     zero on and after the Distribution Date in March 2016.

(11) Interest will accrue on these Certificates at a per annum rate equal to the
     weighted average of the Net Mortgage Interest Rates of the Group 6A
     Mortgage Loans (based on the Stated Principal Balances of the Group 6A
     Mortgage Loans on the due date in the month preceding the month of such
     Distribution Date). For the initial Distribution Date in May 2006, this
     rate is expected to be approximately 6.026807% per annum.

(12) Interest will accrue on these Certificates at a per annum rate equal to the
     weighted average of the Net Mortgage Interest Rates of the Group 6B
     Mortgage Loans (based on the Stated Principal Balances of the Group 6B
     Mortgage Loans on the due date in the month preceding the month of such
     Distribution Date). For the initial Distribution Date in May 2006, this
     rate is expected to be approximately 5.964232% per annum.

(13) Interest will accrue on these Certificates at a per annum rate equal to the
     weighted average (based on the Group Subordinate Amount for Loan Group 2,
     Loan Group 3 and Loan Group 4) of the weighted average of the Net Mortgage
     Interest Rates of each of the Group 2 Mortgage Loans, Group 3 Mortgage
     Loans and Group 4 Mortgage Loans (based on the Stated Principal Balances of
     the Mortgage Loans in the related Loan Group on the due date in the month
     preceding the month of such Distribution Date). For the initial
     Distribution Date in May 2006, this rate is expected to be approximately
     5.648099% per annum.

(14) Interest will accrue on these Certificates at a per annum rate equal to the
     weighted average (based on the Group Subordinate Amount for Loan Group 6-A
     and Loan Group 6-B) of the weighted average of the Net Mortgage Interest
     Rates of each of the Group 6-A Mortgage Loans and Group 6-B Mortgage Loans
     (based on the Stated Principal Balances of the Mortgage Loans in the
     related Loan Group on the due date in the month preceding the month of such
     Distribution Date). For the initial Distribution Date in May 2006, this
     rate is expected to be approximately 5.982164% per annum.

(15) The Class 1-CE and Class 1-P Certificates are entitled to certain
     distributions as specified in the Pooling and Servicing Agreement.

(16) The Issuing Entity will also issue the Swap-IO Interest, which will
     represent, approximately, the amounts to be paid in respect of the Group 1
     Mortgage Loans to the Supplemental Interest Trust. The Swap-IO Interest
     will not be certificated.


                                       S-7



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

                                SUMMARY OF TERMS

          This summary highlights selected information from this prospectus
supplement. It does not contain all of the information that you need to consider
in making your investment decision. To understand the terms of the offered
certificates, you should read this entire prospectus supplement and the
prospectus carefully.

TITLE OF SERIES:   Banc of America Funding Corporation, Mortgage Pass-through
                   Certificates, Series 2006-D

DEPOSITOR:         Banc of America Funding Corporation

ISSUING ENTITY:    Banc of America Funding 2006-D Trust

SPONSOR:           Bank of America, National Association

ORIGINATORS:       Bank of America, National Association, Countrywide Home
                   Loans, Inc., IndyMac Bank, F.S.B., GreenPoint Mortgage
                   Funding, Inc. and Wells Fargo Bank, N.A.

SERVICERS:         Bank of America, National Association, Countrywide Home Loans
                   Servicing LP, IndyMac Bank, F.S.B., GreenPoint Mortgage
                   Funding, Inc. and Wells Fargo Bank, N.A.

MASTER
SERVICER:          Wells Fargo Bank, N.A.

SECURITIES
ADMINISTRATOR:     Wells Fargo Bank, N.A.

TRUSTEE:           U.S. Bank National Association

SUPPLEMENTAL
INTEREST TRUST
TRUSTEE:           Wells Fargo Bank, N.A.

SWAP PROVIDER:     Bank of America, National Association

DETERMINATION
DATE:              The 16th day of each month in which a distribution date
                   occurs (or if not a business day, the immediately preceding
                   business day).

DISTRIBUTION
DATE:              The 20th day of each month (or, if not a business day, the
                   next business day) beginning May 22, 2006.

CLOSING DATE:      On or about April 28, 2006.

CUT-OFF DATE:      April 1, 2006.

RECORD DATE:       The last business day of the month preceding a distribution
                   date or, with respect to the Offered Group 1 Certificates,
                   the business day before such Distribution Date (unless
                   definitive certificates are issued). If definitive
                   certificates are issued for a class of Offered Group 1
                   Certificates, the record date for such class will be the last
                   business day of the month preceding a Distribution Date.

THE TRANSACTION PARTIES

         On the closing date the Sponsor will sell the Mortgage Loans to the
Depositor, which will in turn deposit them into a New York common law trust,
which is the Issuing Entity. The trust will be formed by a pooling and servicing
agreement, to be dated the closing date, among the Depositor, the Master
Servicer, the Securities Administrator and the Trustee. The Master Servicer will
monitor the servicing of the Mortgage Loans by each Servicer in accordance with
the pooling and servicing agreement. The Securities Administrator will calculate
distributions and other information regarding the Certificates.

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


                                       S-8



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

          The transfers of the mortgage loans from the Sponsor to the Depositor
to the Issuing Entity in exchange for the Certificates are illustrated below:

                ---------
                 Sponsor
                ---------
                  |  |
Mortgage Loans    |  |  Cash
                  |  |
               -----------     Offered Certificates     -------------
                            --------------------------
                Depositor                                Underwriter
                            --------------------------
               -----------           Cash               -------------
                  |  |                                       |  |
Mortgage Loans    |  | All Certificates          Offered     |  |
                  |  |                        Certificates   |  | Cash
                ---------                                    |  |
                 Issuing                                 (Investors)
                  Entity
                ---------

OFFERED CERTIFICATES

          A summary table of the initial class balances, principal types,
pass-through rates, interest types and ratings of the Offered Certificates
offered by this prospectus supplement is set forth on page S-6.

          The certificates and an interest in respect of amounts to be paid in
respect of the Group 1 Mortgage Loans to the Supplemental Interest Trust
pursuant to the Swap Agreement represent all of the beneficial ownership
interest in the trust.

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


                                       S-9



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

                   CLASSIFICATIONS OF CLASSES OF CERTIFICATES
--------------------------------------------------------------------------------

Offered Certificates:                         1-A-1, 1-A-2, 1-A-3, 1-M-1, 1-M-2,
                                              1-M-3, 1-M-4, 1-M-5, 1-M-6, 2-A-R,
                                              2-A-1, 2-A-2, 3-A-1, 3-A-2, 4-A-1,
                                              4-A-2, 4-A-3, 4-A-4, 5-A-1, 5-A-2,
                                              5-A-3, 5-A-4, 5-A-X, 6-A-1, 6-A-2,
                                              6-A-3, 6-A-4, X-B-1, X-B-2, X-B-3,
                                              5-B-1, 5-B-2, 5-B-3, 6-B-1, 6-B-2,
                                              6-B-3, 6-B-4, 6-B-5, 6-B-6, 6-B-7
                                              and 6-B-8

Non-Offered Certificates:                     1-CE, 1-P, X-B-4, X-B-5, X-B-6,
                                              5-B-4, 5-B-5, 5-B-6, 6-B-9, 6-B-10
                                              and 6-B-11

Senior Certificates:                          1-A-1, 1-A-2, 1-A-3, 2-A-R, 2-A-1,
                                              2-A-2, 3-A-1, 3-A-2, 4-A-1, 4-A-2,
                                              4-A-3, 4-A-4, 5-A-1, 5-A-2, 5-A-3,
                                              5-A-4, 5-A-X, 6-A-1, 6-A-2, 6-A-3
                                              and 6-A-4

Subordinate Certificates:                     1-M-1, 1-M-2, 1-M-3, 1-M-4, 1-M-5,
                                              1-M-6, 1-CE, X-B-1, X-B-2, X-B-3,
                                              X-B-4, X-B-5, X-B-6, 5-B-1, 5-B-2,
                                              5-B-3, 5-B-4, 5-B-5, 5-B-6, 6-B-1,
                                              6-B-2, 6-B-3, 6-B-4, 6-B-5, 6-B-6,
                                              6-B-7, 6-B-8, 6-B-9, 6-B-10 and
                                              6-B-11

Class B Certificates:                         X-B-1, X-B-2, X-B-3, X-B-4, X-B-5,
                                              X-B-6, 5-B-1, 5-B-2, 5-B-3, 5-B-4,
                                              5-B-5, 5-B-6, 6-B-1, 6-B-2, 6-B-3,
                                              6-B-4, 6-B-5, 6-B-6, 6-B-7, 6-B-8,
                                              6-B-9, 6-B-10 and 6-B-11

Class 1-M Certificates:                       1-M-1, 1-M-2, 1-M-3, 1-M-4, 1-M-5
                                              and 1-M-6

Group 1 Certificates:                         1-A-1, 1-A-2, 1-A-3, 1-M-1, 1-M-2,
                                              1-M-3, 1-M-4, 1-M-5, 1-M-6, 1-CE
                                              and 1-P

Offered Group 1 Certificates:                 1-A-1, 1-A-2, 1-A-3, 1-M-1, 1-M-2,
                                              1-M-3, 1-M-4, 1-M-5 and 1-M-6

Group 1 Senior Certificates:                  1-A-1, 1-A-2 and 1-A-3

Group 2 Senior Certificates:                  2-A-R, 2-A-1 and 2-A-2

Group 3 Senior Certificates:                  3-A-1 and 3-A-2

Group 4 Senior Certificates:                  4-A-1, 4-A-2, 4-A-3 and 4-A-4

Group 5 Senior Certificates:                  5-A-1, 5-A-2, 5-A-3, 5-A-4 and
                                              5-A-X

Group 6A Senior Certificates:                 6-A-1 and 6-A-2

Group 6B Senior Certificates:                 6-A-3 and 6-A-4

Aggregate Group X Senior Certificates:        Group 2 Senior Certificates, Group
                                              3 Senior Certificates and Group 4
                                              Senior Certificates

Aggregate Group 6 Senior Certificates:        Group 6A Senior Certificates and
                                              Group 6B Senior Certificates

Aggregate Group X Subordinate Certificates:   X-B-1, X-B-2, X-B-3, X-B-4, X-B-5
                                              and X-B-6

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

Aggregate Group 6 Subordinate Certificates:   6-B-1, 6-B-2, 6-B-3, 6-B-4, 6-B-5,
                                              6-B-6, 6-B-7, 6-B-8, 6-B-9, 6-B-10
                                              and 6-B-11

Interest Only Certificates:                   5-A-X

Super Senior Certificates:                    1-A-1, 1-A-2, 2-A-1, 3-A-1, 4-A-1,
                                              4-A-2, 4-A-3, 5-A-1, 5-A-2, 5-A-3,
                                              5-A-X, 6-A-1 and 6-A-3

Super Senior Support Certificates:            1-A-3, 2-A-2, 3-A-2, 4-A-4, 5-A-4,
                                              6-A-2 and 6-A-4

Shifting Interest Certificates:               2-A-R, 2-A-1, 2-A-2, 3-A-1, 3-A-2,
                                              4-A-1, 4-A-2, 4-A-3, 4-A-4, 5-A-1,
                                              5-A-2, 5-A-3, 5-A-4, 5-A-X, 6-A-1,
                                              6-A-2, 6-A-3, 6-A-4, X-B-1, X-B-2,
                                              X-B-3, X-B-4, X-B-5, X-B-6, 5-B-1,
                                              5-B-2, 5-B-3, 5-B-4, 5-B-5, 5-B-6,
                                              6-B-1, 6-B-2, 6-B-3, 6-B-4, 6-B-5,
                                              6-B-6, 6-B-7, 6-B-8, 6-B-9, 6-B-10
                                              and 6-B-11

Shifting Interest Class B Certificates:       X-B-1, X-B-2, X-B-3, X-B-4, X-B-5,
                                              X-B-6, 5-B-1, 5-B-2, 5-B-3, 5-B-4,
                                              5-B-5, 5-B-6, 6-B-1, 6-B-2, 6-B-3,
                                              6-B-4, 6-B-5, 6-B-6, 6-B-7, 6-B-8,
                                              6-B-9, 6-B-10 and 6-B-11

Residual Certificate:                         2-A-R

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


                                      S-10


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

          The Issuing Entity will also issue a Swap-IO Interest, which will
represent approximately the amounts payable from the Group 1 Mortgage Loans in
respect of payments from the Issuing Entity to the Supplemental Interest Trust.
The Swap-IO Interest will not be certificated and is not offered by this
prospectus supplement.

          The senior certificates specified in the table above are divided into
seven groups (each, a "GROUP"). The Group 1 Senior Certificates form "GROUP 1,"
the Group 2 Senior Certificates form "GROUP 2," the Group 3 Senior Certificates
form "GROUP 3," the Group 4 Senior Certificates form "GROUP 4," the Group 5
Senior Certificates form "GROUP 5," the Group 6A Senior Certificates form "GROUP
6A," and the Group 6B Senior Certificates form "GROUP 6B." Because of the
provisions relating to cross-collateralization, Group 2, Group 3 and Group 4 may
be referred to collectively as "AGGREGATE GROUP X" and Group 6A and Group 6B may
be referred to collectively as "AGGREGATE GROUP 6." Group 2, Group 3, Group 4,
Group 5, Group 6A and Group 6B may be referred to collectively as the "SHIFTING
INTEREST GROUPS."

          Except to the extent of certain cross-collateralization payments
described under "Description of the Certificates--Distributions on the Shifting
Interest Certificates--Cross-Collateralization," the numeric prefix for each
class of Senior Certificates of Group 1, Group 2, Group 3, Group 4 and Group 5
designates the Group of Senior Certificates to which that class belongs and
represents an interest in the Loan Group with the same number or number (e.g.
the Senior Certificates whose class designations begin with "1" correspond to
the Group 1 Mortgage Loans, the Senior Certificates whose class designations
begin with "2" correspond to the Group 2 Mortgage Loans and so forth). Except to
the extent of certain cross-collateralization payments described under
"Description of the Certificates--Distributions on the Shifting Interest
Certificates--Cross-Collateralization," the Class 6-A-1 and Class 6-A-2
Certificates represent an interest in Loan Group 6A and the Class 6-A-3 and
Class 6-A-4 Certificates represent an interest in Loan Group 6B.

          Only the Senior Certificates, the Class 1-M Certificates and the Class
X-B-1, Class X-B-2, Class X-B-3, Class 5-B-1, Class 5-B-2, Class 5-B-3, Class
6-B-1, Class 6-B-2, Class 6-B-3, Class 6-B-4, Class 6-B-5, Class 6-B-6, Class
6-B-7 and Class 6-B-8 Certificates are offered by this prospectus supplement.

          The Class 1-CE, Class 1-P, Class X-B-4, Class X-B-5, Class X-B-6,
Class 5-B-4, Class 5-B-5, Class 5-B-6, Class 6-B-9, Class 6-B-10 and Class
6-B-11 Certificates are not offered by this prospectus supplement.

          The Class 1-M Certificates are subordinated to the Group 1 Senior
Certificates for distributions of principal and interest and for allocations of
losses on the Mortgage Loans in Loan Group 1, and the Class 1-M Certificates
with higher numerical designations are subordinated to the Class 1-M
Certificates with lower numerical designations for distributions of principal
and interest and for allocations of losses on the Mortgage Loans in Loan Group
1. The Aggregate Group X Subordinate Certificates are subordinated to the Senior
Certificates of Group 2, Group 3 and Group 4 for distributions of principal and
interest and for allocations of losses on the Mortgage Loans in Loan Group 2,
Loan Group 3 and Loan Group 4, and the Aggregate Group X Subordinate
Certificates with higher numerical designations are subordinated to the
Aggregate Group X Subordinate Certificates with lower numerical designations for
distributions of principal and interest and for allocations of losses on the
Mortgage Loans in Loan Group 2, Loan Group 3 and Loan Group 4. The Class 5-B
Certificates are subordinated to the Senior Certificates of Group 5 for
distributions of principal and interest and for allocations of losses on the
Mortgage Loans in Loan Group 5, and the Class 5-B Certificates with higher
numerical designations are subordinated to the Class 5-B Certificates with lower
numerical designations for distributions of principal and interest and for
allocations of losses on the Mortgage Loans in Loan Group 5. The Aggregate Group
6 Subordinate Certificates are subordinated to the Senior Certificates of Group
6A and Group 6B for distributions of principal and interest and for allocations
of losses on the Mortgage Loans in Loan Group 6A and Loan Group 6B, and the
Aggregate Group 6 Subordinate Certificates with higher numerical designations
are subordinated to the Aggregate Group 6 Subordinate with lower numerical
designations for distributions of principal and interest and for allocations of
losses on the Mortgage Loans in Loan Group 6A and Loan Group 6B.

          Information provided about non-offered certificates is included in
this prospectus supplement to aid your understanding of the offered
certificates.

MORTGAGE POOL

          The "MORTGAGE POOL" will consist of seven loan groups ("LOAN GROUP 1,"
"LOAN GROUP 2," "LOAN GROUP 3," "LOAN GROUP 4," "LOAN GROUP 5," "LOAN GROUP 6A"
and "LOAN GROUP 6B," and each a "LOAN GROUP") of adjustable-rate mortgage loans
(the "GROUP 1 MORTGAGE LOANS," the "GROUP 2 MORTGAGE LOANS," the

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


                                      S-11



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

"GROUP 3 MORTGAGE LOANS," the "GROUP 4 MORTGAGE LOANS," the "GROUP 5 MORTGAGE
LOANS," the "GROUP 6A MORTGAGE LOANS" and the "GROUP 6B MORTGAGE LOANS", and
collectively, the "MORTGAGE LOANS") secured by first liens on one- to
four-family properties. The Group 2 Mortgage Loans, Group 3 Mortgage Loans and
Group 4 Mortgage Loans are referred to in the aggregate as the "AGGREGATE GROUP
X MORTGAGE LOANS" and Loan Group 2, Loan Group 3 and Loan Group 4 are referred
to in the aggregate as "AGGREGATE LOAN GROUP X." The Group 6A Mortgage Loans and
Group 6B Mortgage Loans are referred to in the aggregate as the "AGGREGATE GROUP
6 MORTGAGE LOANS" and Loan Group 6A and Loan Group 6B are referred to in the
aggregate as "AGGREGATE LOAN GROUP 6." Aggregate Loan Group X and Aggregate Loan
Group 6 are referred to individually as an "AGGREGATE LOAN GROUP" and
collectively as the "AGGREGATE LOAN GROUPS."

          The Mortgage Loans in each Loan Group have the following
characteristics:



                                  INTEREST RATE         PAYMENT                             ORIGINAL INTEREST
               INITIAL FIXED        ADJUSTMENT         ADJUSTMENT                              ONLY PERIOD
LOAN GROUP     RATE PERIODS         FREQUENCY          FREQUENCY             INDEX           (IF APPLICABLE)
----------  ------------------  -----------------  -----------------  -------------------  -------------------

     1      1 month, 6 months,  1 month, 6 months  1 month, 6 months    One-Month LIBOR,   5 years or 10 years
             2 years, 3 years,     or 12 months       or 12 months      Six-Month LIBOR,
             5 years, 7 years                                          One-Year LIBOR or
                or 10 years                                               One-Year CMT
     2            3 years           12 months          12 months         One-Year LIBOR          3 years
     3            5 years           12 months          12 months         One-Year LIBOR          5 years
     4            7 years           12 months          12 months         One-Year LIBOR          7 years
     5           10 years           12 months          12 months         One-Year LIBOR          10 years
    6A           10 years          6 months or       6 months or 12    Six-Month LIBOR or        10 years
                                    12 months            months          One-Year LIBOR
    6B           10 years          6 months or        6 months or       Six-Month LIBOR,         10 years
                                    12 months          12 months       One-Year LIBOR or
                                                                          One-Year CMT


          The Mortgage Loans provide for a fixed interest rate during an initial
period and thereafter provide for adjustments to the interest rate on a monthly,
semi-annual or annual basis. The interest rate of each Mortgage Loan will adjust
to equal the sum of an index and a gross margin. Interest rate adjustments
generally will be subject to certain limitations stated in the related mortgage
note on increases and decreases for any adjustment. In addition, interest rate
adjustments will be subject to an overall maximum mortgage interest rate and a
minimum mortgage interest rate, which in most cases is equal to the related
gross margin. The index for each Mortgage Loan will be the arithmetic mean of
the London interbank offered rate quotations for one-month U.S.
Dollar-denominated deposits as published in The Wall Street Journal, the
arithmetic mean of the London interbank offered rate quotations for six-month
U.S. Dollar-denominated deposits as published in The Wall Street Journal, the
arithmetic mean of the London interbank offered rate quotations for one-year
U.S. Dollar-denominated deposits as published in The Wall Street Journal or the
weekly average yield on United States Treasure Securities adjusted to a constant
maturity of one year, as made available by the Federal Reserve Boar and
published in Federal Reserve Statistical Release H.15 (519).

          The Mortgage Loans were originated or acquired by Bank of America,
National Association ("BANK OF AMERICA"), Countrywide Home Loans, Inc., IndyMac
Bank, F.S.B., GreenPoint Mortgage Funding, Inc. and Wells Fargo Bank, N.A.
(collectively, the "Originators"). The percentage of the Mortgage Loans in each
Loan Group and Aggregate Loan Group that were originated by each of the
Originators is set forth in the table under "The Mortgage Pool" in this
prospectus supplement.

          The Depositor expects the Mortgage Loans to have the following
approximate characteristics:

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


                                      S-12



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

             SELECTED GROUP 1 MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                      1,595                     --
Aggregate Unpaid Principal Balance                                        $604,510,384                  --
Unpaid Principal Balance                                              $36,450 to $1,995,000        $379,003(1)
Interest Rates                                                          2.875% to 8.750%              6.489%
Gross Margin                                                            0.750% to 5.000%              2.127%
Rate Ceiling                                                            8.875% to 16.500%            12.081%
Months to Next Adjustment Date                                           1 to 119 months            41 months
Administrative Fee Rate                                                 0.251% to 1.166%             0.3582%
Remaining Terms to Stated Maturity                                      344 to 360 months           356 months
Original Term                                                              360 months                   --
Loan Age                                                                 0 to 16 months              4 months
Original Loan-to-Value Ratio                                            18.63% to 95.00%              75.94%
Debt-to-Income Ratio                                                     6.74% to 62.40%              39.73%
Credit Scores                                                              604 to 817                  713
Latest Maturity Date                                                      April 1, 2036                 --
Percentage of Interest Only Mortgage Loans(2)                                90.84%                     --
Percentage of "Alternative" Underwriting Guideline Mortgage
Loans(2)                                                                     72.39%                     --
Percentage of Mortgage Loans Secured by Investor Properties(2)                8.00%                     --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      0.75%                     --
Percentage of Mortgage Loans with Prepayment Premiums(2)                     45.33%                     --
Geographic Concentration of Mortgaged Properties in Excess of
5% of the Aggregate Unpaid Principal Balance:
   California                                                                55.73%                     --
   Nevada                                                                     8.68%                     --
   Florida                                                                    6.03%                     --
Maximum Single Zip Code Concentration(2)                                      0.67%                     --


(1)  The balance shown is the average unpaid principal balance of the Group 1
     Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Group 1 Mortgage
     Loans.

             SELECTED GROUP 2 MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                       39                       --
Aggregate Unpaid Principal Balance                                         $22,901,727                  --
Unpaid Principal Balance                                             $149,940 to $1,200,000        $587,224(1)
Interest Rates                                                          5.500% to 7.125%              6.225%
Gross Margin                                                                 2.250%                     --
Rate Ceiling                                                           11.500% to 13.125%            12.225%
Months to First Adjustment Date                                          32 to 36 months            35 months
Administrative Fee Rate                                                       0.376                     --
Remaining Terms to Stated Maturity                                      356 to 360 months           359 months
Original Term                                                              360 months                   --
Loan Age                                                                  0 to 4 months              1 month
Original Loan-to-Value Ratio                                            37.88% to 90.00%              73.06%
Debt-to-Income Ratio                                                    11.50% to 59.80%              34.91%
Credit Scores                                                              630 to 818                  747
Latest Maturity Date                                                      April 1, 2036                 --
Percentage of Interest Only Mortgage Loans(2)                                92.91%                     --
Percentage of "Alternative" Underwriting Guideline Mortgage
Loans(2)                                                                      0.00%                     --
Percentage of Mortgage Loans Secured by Investor Properties(2)                0.00%                     --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      0.00%                     --
Percentage of Mortgage Loans with Prepayment Premiums(2)                      0.00%                     --
Geographic Concentration  of Mortgaged Properties in Excess of
5% of the Aggregate Unpaid Principal Balance:
   California                                                                40.53%                     --
   South Carolina                                                            14.53%                     --
   Florida                                                                   11.67%                     --
   Nevada                                                                     7.17%                     --
   Arizona                                                                    6.89%                     --
Maximum Single Zip Code Concentration(2)                                      6.29%                     --


(1)  The balance shown is the average unpaid principal balance of the Group 2
     Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Group 2 Mortgage
     Loans.

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


                                      S-13



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

             SELECTED GROUP 3 MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                       365                      --
Aggregate Unpaid Principal Balance                                        $210,682,944                  --
Unpaid Principal Balance                                             $115,254 to $1,462,500        $577,214(1)
Interest Rates                                                          4.500% to 7.250%              5.854%
Gross Margin                                                                 2.250%                     --
Rate Ceiling                                                            9.500% to 12.250%            10.854%
Months to First Adjustment Date                                          48 to 60 months            59 months
Administrative Fee Rate                                                      0.251%                     --
Remaining Terms to Stated Maturity                                      353 to 360 months           360 months
Original Term                                                              360 months                   --
Loan Age                                                                  0 to 7 months              0 months
Original Loan-to-Value Ratio                                             7.83% to 89.99%              73.17%
Debt-to-Income Ratio                                                     7.62% to 67.30%              36.22%
Credit Scores                                                              629 to 819                  746
Latest Maturity Date                                                      April 1, 2036                 --
Percentage of Interest Only Mortgage Loans(2)                                69.71%                     --
Percentage of "Alternative" Underwriting Guideline Mortgage
Loans(2)                                                                      1.78%                     --
Percentage of Mortgage Loans Secured by Investor Properties(2)                0.53%                     --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      0.00%                     --
Percentage of Mortgage Loans with Prepayment Premiums((2)                     0.00%                     --
Geographic Concentration of Mortgaged Properties in Excess of
5% of the Aggregate Unpaid Principal Balance:
   California                                                                52.05%                     --
   Florida                                                                   13.37%                     --
   Virginia                                                                   6.83%                     --
Maximum Single Zip Code Concentration(2)                                      1.17%                     --


(1)  The balance shown is the average unpaid principal balance of the Group 3
     Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Group 3 Mortgage
     Loans.

             SELECTED GROUP 4 MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                       55                       --
Aggregate Unpaid Principal Balance                                         $34,016,856                  --
Unpaid Principal Balance                                             $427,000 to $1,036,000        $618,488(1)
Interest Rates                                                          4.625% to 6.750%              6.045%
Gross Margin                                                                 2.250%                     --
Rate Ceiling                                                            9.255% to 12.755%            11.062%
Months to First Adjustment Date                                          81 to 84 months            84 months
Administrative Fee Rate                                                      0.251%                     --
Remaining Terms to Stated Maturity                                      357 to 360 months           360 months
Original Term                                                              360 months                   --
Loan Age                                                                  0 to 3 months              0 months
Original Loan-to-Value Ratio                                            23.03% to 87.76%              70.50%
Debt-to-Income Ratio                                                    11.50% to 60.50%              39.06%
Credit Scores                                                              635 to 813                  744
Latest Maturity Date                                                      April 1, 2036                 --
Percentage of Interest Only Mortgage Loans(2)                                69.34%                     --
Percentage of "Alternative" Underwriting Guideline Mortgage
Loans(2)                                                                      0.00%                     --
Percentage of Mortgage Loans Secured by Investor Properties(2)                1.43%                     --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      0.00%                     --
Percentage of Mortgage Loans with Prepayment Premiums((2)                     0.00%                     --
Geographic Concentration of Mortgaged Properties in Excess of
5% of the Aggregate Unpaid Principal Balance:
   California                                                                50.62%                     --
   Florida                                                                   13.79%                     --
   South Carolina                                                             8.58%                     --
   Illinois                                                                   5.21%                     --
Maximum Single Zip Code Concentration(2)                                      4.07%                     --


(1)  The balance shown is the average unpaid principal balance of the Group 4
     Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Group 4 Mortgage
     Loans.

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


                                      S-14



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

             SELECTED GROUP 5 MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                       739                     --
Aggregate Unpaid Principal Balance                                        $465,796,414                 --
Unpaid Principal Balance                                              $38,663 to $2,800,000        $630,306(1)
Interest Rates                                                          5.000% to 7.500%             6.120%
Gross Margin                                                                 2.250%                    --
Rate Ceiling                                                           10.000% to 12.500%            11.121%
Months to First Adjustment Date                                         112 to 120 months          118 months
Administrative Fee Rate                                                      0.251%                    --
Remaining Terms to Stated Maturity                                      300 to 360 months          358 months
Original Term                                                           300 to 360 months          360 months
Loan Age                                                                  0 to 8 months             2 months
Original Loan-to-Value Ratio                                            13.74% to 90.00%             69.05%
Debt-to-Income Ratio                                                     6.62% to 88.70%             36.77%
Credit Scores                                                              624 to 819                  746
Latest Maturity Date                                                      April 1, 2036                --
Percentage of Interest Only Mortgage Loans(2)                                92.25%                    --
Percentage  of "Alternative" Underwriting Guideline Mortgage
   Loans(2)                                                                  37.08%                    --
Percentage of Mortgage Loans Secured by Investor Properties(2)                0.21%                    --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      0.00%                    --
Percentage of Mortgage Loans with Prepayment Premiums((2)                     0.00%                    --
Geographic Concentration of Mortgaged Properties in Excess of
   5% of the Aggregate Unpaid Principal Balance:
   California                                                                60.43%                    --
   Florida                                                                    7.69%                    --
Maximum Single Zip Code Concentration(2)                                      0.84%                    --


(1)  The balance shown is the average unpaid principal balance of the Group 5
     Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Group 5 Mortgage
     Loans.

            SELECTED GROUP 6A MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                       461                      --
Aggregate Unpaid Principal Balance                                        $128,791,721                  --
Unpaid Principal Balance                                               $37,344 to $750,000         $279,375(1)
Interest Rates                                                          5.250% to 8.375%              6.417%
Gross Margin                                                            2.250% to 3.810%              2.672%
Rate Ceiling                                                           10.250% to 14.375%            11.842%
Months to First Adjustment Date                                         110 to 119 months           117 months
Administrative Fee Rate                                                 0.376% to 1.046%             0.3900%
Remaining Terms to Stated Maturity                                      350 to 359 months           357 months
Original Term                                                              360 months                   --
Loan Age                                                                 1 to 10 months              3 months
Original Loan-to-Value Ratio                                            17.44% to 95.00%              70.49%
Debt-to-Income Ratio                                                     8.61% to 62.09%              37.09%
Credit Scores                                                              620 to 813                  713
Latest Maturity Date                                                      March 1, 2036                 --
Percentage of Interest Only Mortgage Loans(2)                                86.94%                     --
Percentage of "Alternative" Underwriting Guideline Mortgage
   Loans(2)                                                                  100.00%                    --
Percentage of Mortgage Loans Secured by Investor Properties(2)               18.64%                     --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      2.10%                     --
Percentage of Mortgage Loans with Prepayment Premiums((2)                     3.09%                     --
Geographic Concentration of Mortgaged Properties in Excess of
   5% of the Aggregate Unpaid Principal Balance:
   California                                                                53.48%                     --
   Virginia                                                                   6.43%                     --
   New York                                                                   5.84%                     --
   Florida                                                                    5.52%                     --
Maximum Single Zip Code Concentration(2)                                      0.93%                     --


(1)  The balance shown is the average unpaid principal balance of the Group 6A
     Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Group 6A Mortgage
     Loans.


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

                                      S-15



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

            SELECTED GROUP 6B MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                       492                     --
Aggregate Unpaid Principal Balance                                        $320,640,624                 --
Unpaid Principal Balance                                             $417,620 to $3,000,000        $651,709(1)
Interest Rates                                                          5.000% to 7.875%             6.345%
Gross Margin                                                            2.250% to 3.810%             2.676%
Rate Ceiling                                                           10.000% to 13.500%            11.694%
Months to First Adjustment Date                                         111 to 119 months          117 months
Administrative Fee Rate                                                 0.376% to 1.046%             0.3810%
Remaining Terms to Stated Maturity                                      351 to 359 months          357 months
Original Term                                                              360 months                  --
Loan Age                                                                  1 to 9 months             3 months
Original Loan-to-Value Ratio                                            28.92% to 95.00%             70.24%
Debt-to-Income Ratio                                                     3.92% to 60.72%             37.37%
Credit Scores                                                              623 to 817                  715
Latest Maturity Date                                                      March 1, 2036                --
Percentage of Interest Only Mortgage Loans(2)                                91.16%                    --
Percentage of "Alternative" Underwriting Guideline Mortgage
   Loans(2)                                                                  100.00%                   --
Percentage of Mortgage Loans Secured by Investor Properties(2)                7.47%                    --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      0.75%                    --
Percentage of Mortgage Loans with Prepayment Premiums((2)                     2.92%                    --
Geographic Concentration of Mortgaged Properties in Excess of
   5% of the Aggregate Unpaid Principal Balance:
   California                                                                74.23%                    --
   New York                                                                   5.08%                    --
Maximum Single Zip Code Concentration(2)                                      1.39%                    --


1)   The balance shown is the average unpaid principal balance of the Group 6B
     Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Group 6B Mortgage
     Loans.

        SELECTED AGGREGATE GROUP X MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                       459                     --
Aggregate Unpaid Principal Balance                                        $267,601,527                 --
Unpaid Principal Balance                                             $115,254 to $1,462,500        $583,010(1)
Interest Rates                                                          4.500% to 7.250%             5.910%
Gross Margin                                                                 2.250%                    --
Rate Ceiling                                                            9.255% to 13.125%            10.997%
Months to First Adjustment Date                                          32 to 84 months            61 months
Administrative Fee Rate                                                 0.251% to 0.376%             0.2617%
Remaining Terms to Stated Maturity                                      353 to 360 months          360 months
Original Term                                                              360 months                  --
Loan Age                                                                  0 to 7 months             0 months
Original Loan-to-Value Ratio                                             7.83% to 90.00%             72.82%
Debt-to-Income Ratio                                                     7.62% to 67.30%             36.47%
Credit Scores                                                              629 to 819                  745
Latest Maturity Date                                                      April 1, 2036                --
Percentage of Interest Only Mortgage Loans(2)                                71.65%                    --
Percentage of "Alternative" Underwriting Guideline Mortgage
   Loans(2)                                                                   1.40%                    --
Percentage of Mortgage Loans Secured by Investor Properties(2)                0.60%                    --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      0.00%                    --
Percentage of Mortgage Loans with Prepayment Premiums((2)                     0.00%                    --
Geographic Concentration of Mortgaged Properties in Excess of
   5% of the Aggregate Unpaid Principal Balance:
   California                                                                50.88%                    --
   Florida                                                                   13.28%                    --
   Virginia                                                                   5.97%                    --
Maximum Single Zip Code Concentration(2)                                      0.97%                    --


(1)  The balance shown is the average unpaid principal balance of the Aggregate
     Group X Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Aggregate Group X
     Mortgage Loans.

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


                                      S-16



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

        SELECTED AGGREGATE GROUP 6 MORTGAGE LOAN DATA AS OF APRIL 1, 2006



                                                                   RANGE, TOTAL OR PERCENTAGE   WEIGHTED AVERAGE
----------------------------------------------------------------------------------------------------------------

Number of Mortgage Loans                                                       953                     --
Aggregate Unpaid Principal Balance                                        $449,432,345                 --
Unpaid Principal Balance                                              $37,344 to $3,000,000        $471,597(1)
Interest Rates                                                          5.000% to 8.375%             6.366%
Gross Margin                                                            2.250% to 3.810%             2.675%
Rate Ceiling                                                           10.000% to 14.375%            11.737%
Months to First Adjustment Date                                         110 to 119 months          117 months
Administrative Fee Rate                                                 0.376% to 1.046%             0.3836%
Remaining Terms to Stated Maturity                                      350 to 359 months          357 months
Original Term                                                              360 months                  --
Loan Age                                                                 1 to 10 months             3 months
Original Loan-to-Value Ratio                                            17.44% to 95.00%             70.31%
Debt-to-Income Ratio                                                     3.92% to 62.09%             37.29%
Credit Scores                                                              620 to 817                  715
Latest Maturity Date                                                      March 1, 2036                --
Percentage of Interest Only Mortgage Loans(2)                                89.95%                    --
Percentage of "Alternative" Underwriting Guideline Mortgage
   Loans(2)                                                                  100.00%                   --
Percentage of Mortgage Loans Secured by Investor Properties(2)               10.67%                    --
Percentage of Mortgage Loans Covered by LPMI Policies(2)                      1.13%                    --
Percentage of Mortgage Loans with Prepayment Premiums((2)                     2.97%                    --
Geographic Concentration of Mortgaged Properties in Excess of
   5% of the Aggregate Unpaid Principal Balance:
   California                                                                68.28%                    --
   New York                                                                   5.29%                    --
Maximum Single Zip Code Concentration(2)                                      1.15%                    --


(1)  The balance shown is the average unpaid principal balance of the Aggregate
     Group 6 Mortgage Loans.

(2)  As a percentage of the unpaid principal balance of the Aggregate Group 6
     Mortgage Loans.

          The characteristics of the Loan Groups may change because:

          o    Prior to the issuance of the certificates, the Depositor may
               remove Mortgage Loans from a Loan Group. The Depositor also may
               substitute new Mortgage Loans for Mortgage Loans in a Loan Group
               prior to the Closing Date.

          o    After the issuance of the Certificates, Mortgage Loans in a Loan
               Group may be removed from the Issuing Entity because of
               repurchases by the Depositor, the Sponsor or an Originator, as
               applicable, for breaches of representations or failure to deliver
               required documents. Under certain circumstances and generally
               only during the two-year period following the Closing Date, the
               Depositor, the Sponsor or an Originator may make substitutions
               for these Mortgage Loans.

          See "The Pooling and Servicing Agreement and the Servicing
Agreements--Repurchases of Mortgage Loans" in this prospectus supplement for a
discussion of the circumstances under which the Depositor, the Sponsor or an
Originator may be required to repurchase or substitute for Mortgage Loans. These
removals and/or substitutions may result in changes in the Loan Group
characteristics shown above. These changes may affect the weighted average lives
and yields to maturity of the Offered Certificates.

          Additional information on the Mortgage Pool appears under "The
Mortgage Pool" in this prospectus supplement, and information regarding
repurchases and substitutions of the Mortgage Loans after the closing date will
be available on the trust's monthly distribution reports on Form 10-D. See
"Reports to Certificateholders" in this prospectus supplement.

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


                                      S-17



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

ADMINISTRATIVE FEES

          The administrative fees for the Mortgage Loans shown in the table
below are payable out of the interest payments on the Mortgage Loans, prior to
any payments to the Securities Administrator or distributions to
certificateholders. The administrative fees, which consist of the servicing
fees, the master servicing fees and, with respect to Loan Group 1, Loan Group 6A
and Loan Group 6B only and any Mortgage Loan in Loan Group 1, Loan Group 6A or
Loan Group 6B covered by a primary insurance policy, a fee based upon the
applicable lender-paid primary mortgage insurance fee rate, accrue on the
Mortgage Loans at the administrative fee rate or rates set forth in the table
below. In addition to the servicing fees, each Servicer will be entitled to
retain as additional servicing compensation (i) any ancillary income, consisting
of late payment fees, assumption fees and other similar charges, (ii) net income
from investment of funds in the servicer custodial account and (iii) any
foreclosure profits from the liquidation of Mortgage Loans. The Master Servicer
will receive, in addition to its master servicing fees, net income from the
investment of funds in the master servicer custodial account. See "The Pooling
and Servicing Agreement and the Servicing Agreements--Compensation and Payment
of Expenses of the Transaction Parties" in this prospectus supplement for more
information about fees and expenses of each Servicer and the Master Servicer.

                            ADMINISTRATIVE FEE RATES



                                                                              RATE
FEE                                                                        (PER ANNUM)
--------------------------------------------------------------------   ------------------

Servicing Fee Rate for Loan Group 1                                    0.2500% or 0.3750%
Servicing Fee Rate for Loan Group 2, Loan Group 6A and Loan Group 6B         0.3750%
Servicing Fee Rate for Loan Group 3, Loan Group 4 and Loan Group 5           0.2500%
Master Servicing Fee Rate                                                    0.0010%
LPMI Fee Rate for Mortgage Loans in Loan Group 1 covered by
lender-paid primary mortgage insurance policies                        0.2800% to 0.7900%
LPMI Fee Rate for Mortgage Loans in Loan Group 6A and Loan Group
6B covered by lender-paid primary mortgage insurance policies                0.6700%


          The Swap Provider is entitled to a fixed payment equal to the product
of (x) 5.319%, (y) the Swap Notional Amount (set forth in Appendix E) for such
Distribution Date and (z) a fraction, the numerator of which is 30 (or, for the
first Distribution Date, the number of days elapsed from the closing date to but
excluding the first Distribution Date on a 30/360 basis), and the denominator of
which is 360. The Supplemental Interest Trust is entitled to a floating amount
equal to the product of (x) one-month LIBOR (as determined pursuant to the
Interest Rate Swap Agreement), (y) the Swap Notional Amount for such
Distribution Date and (z) a fraction, the numerator of which is the actual
number of days elapsed from the previous Distribution Date to but excluding the
current Distribution Date (or, for the first Distribution Date, the actual
number of days elapsed from the Closing Date to but excluding the first
Distribution Date) and the denominator of which is 360. Only the net amount of
the two obligations will be paid by the appropriate party. See "Descriptions of
the Certificates-Interest Rate Swap Agreement and the Swap Account" in this
prospectus supplement.

OPTIONAL TERMINATION

          On any Distribution Date on which (i) the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans, (ii) the aggregate Stated Principal
Balance of the Mortgage Loans in Aggregate Loan Group X or (iii) the aggregate
Stated Principal Balance of the Group 6A Mortgage Loans and Group 6B Mortgage
Loans is less than 10% of the aggregate unpaid principal balance of the related
Mortgage Loans as of the Cut-off Date, the Master Servicer (or the NIMS Insurer,
if there is a NIMS Insurer, with respect to the Group 1 Mortgage Loans only)
may, at its option, subject to certain conditions, purchase the related Mortgage
Loans, which would effect an early retirement of the related classes of
Certificates. On any Distribution Date on which the aggregate Stated Principal
Balance of the Group 5 Mortgage Loans is less than 1% of the aggregate unpaid
principal balance of the Group 5 Mortgage Loans as of the Cut-off Date, the
Master Servicer may, at its option, subject to certain conditions, purchase such
Mortgage Loans, which would effect an early retirement of the related classes of
Certificates.

          Any optional termination will be permitted only pursuant to a
"qualified liquidation" as defined under Section 860F of the Internal Revenue
Code of 1986, as amended.

          See "The Pooling and Servicing Agreement and the Servicing
Agreements--Termination; Repurchase of Mortgage Loans and Mortgage Certificates"
in the prospectus.

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


                                      S-18



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

          IF THE MASTER SERVICER (OR THE NIMS INSURER, IF THERE IS A NIMS
INSURER, WITH RESPECT TO THE GROUP 1 MORTGAGE LOANS ONLY) EXERCISES ITS RIGHT TO
REPURCHASE THE APPLICABLE MORTGAGE LOANS, THE RELATED CERTIFICATES OUTSTANDING
AT THAT TIME WILL BE RETIRED EARLIER THAN WOULD OTHERWISE BE THE CASE.

          See "Payment and Yield Considerations" in this prospectus supplement.

FINAL SCHEDULED DISTRIBUTION DATE

          The final scheduled distribution date for the Offered Certificates
will be the distribution date in May 2036. The final scheduled distribution date
represents the distribution date in the month following the latest maturity date
of any Mortgage Loan. The actual final payment on your Certificates could occur
earlier or later than the final scheduled distribution date.

DENOMINATIONS AND FORM

          The Offered Certificates (other than the Class 2-A-R Certificate) will
be issuable in book-entry form only. The Class 2-A-R Certificate will be issued
in definitive, fully-registered form. The following table sets forth the
original certificate form, the minimum denomination and the incremental
denomination of the Offered Certificates. The Offered Certificates are not
intended to be and should not be directly or indirectly held or beneficially
owned in amounts lower than such minimum denominations. A single certificate of
each class may be issued in an amount different than described above.

                 FORM AND DENOMINATIONS OF OFFERED CERTIFICATES



                                                                            ORIGINAL          MINIMUM      INCREMENTAL
CLASS                                                                   CERTIFICATE FORM   DENOMINATION   DENOMINATION
---------------------------------------------------------------------   ----------------   ------------   ------------

Senior Certificates (other than Class 2-A-R and Class 5-A-X).......     Book-Entry          $    1,000         $1
Class 2-A-R........................................................     Definitive          $      100        N/A
Class 5-A-X(1).....................................................     Book-Entry          $1,000,000         $1
Class 1-M Certificates and Classes X-B-1, X-B-2, X-B-3, 5-B-1, 5-B-2,
5-B-3, 6-B-1, 6-B-2, 6-B-3, 6-B-4, 6-B-5, 6-B-6, 6-B-7 and 6-B-8...     Book-Entry          $   25,000         $1


----------
(1)  Denomination for the Class 5-A-X Certificates expressed in initial notional
     amount.

DISTRIBUTIONS ON THE GROUP 1 CERTIFICATES

          Distributions on the Group 1 Certificates will be made on each
Distribution Date from Available Funds received on the Group 1 Mortgage Loans.
Available Funds on the Group 1 Mortgage Loans in respect of any Distribution
Date will be net of any payments required to be made to the Supplemental
Interest Trust for the benefit of the Swap Provider under the Interest Rate Swap
Agreement in respect of such Distribution Date and certain other amounts as
described in "Description of the Certificates--Distributions on the Group 1
Certificates" in this prospectus supplement. Following such payments, interest
payments received from the Group 1 Mortgage Loans will be used to first pay
interest that accrues on the Group 1 Senior Certificates and then generally to
pay interest that accrues on the Class 1-M Certificates. See "Description of the
Certificates--Distributions on the Group 1 Certificates--Interest Distributions
on the Group 1 Certificates" and "--Principal Distributions on the Group 1
Certificates" in this prospectus supplement.

          Because the weighted average of the mortgage interest rates on the
Group 1 Mortgage Loans is expected to be higher than the weighted average of the
pass-through rates on the Offered Group 1 Certificates and because the aggregate
principal balance of the Group 1 Certificates (other than the Class 1-CE
Certificates) is less than the aggregate principal amount of the Group 1
Mortgage Loans, the Group 1 Mortgage Loans are expected to generate more
interest than is needed to pay interest owed on the Offered Group 1 Certificates
as well as servicing and master servicing fees allocable to the Group 1
Certificates. Any available excess interest will first be used to maintain
overcollateralization for the Offered Group 1 Certificates and any remaining
excess interest will then be used to compensate for losses that occur on the
Group 1 Mortgage Loans. See "Description of the Certificates--Distributions on
the Group 1 Certificates--Application of Monthly Excess Cashflow Amounts to the
Group 1 Certificates" in this prospectus supplement.

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


                                      S-19



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

PRIORITY OF DISTRIBUTIONS AMONG THE SHIFTING INTEREST CERTIFICATES

          Distributions (i) to the Senior Certificates of each Group (other than
Group 1) will be made on each Distribution Date from the Pool Distribution
Amount for the related Loan Group, (ii) to the Aggregate Group X Subordinate
Certificates will be made on each Distribution Date from the remaining Pool
Distribution Amounts for the Loan Groups in Aggregate Loan Group X, (iii) to the
Class 5-B Certificates will be made on each Distribution Date from the remaining
Pool Distribution Amount for Loan Group 5 and (iv) to the Aggregate Group 6
Subordinate Certificates will be made on each Distribution Date from the
remaining Pool Distribution Amounts for the Loan Groups in Aggregate Loan Group
6, in the following order of priority:

       -------------------------------------------------------------------
         first, to the Senior Certificates of the Group to pay interest;
       -------------------------------------------------------------------
                                        |
                                        |
       -------------------------------------------------------------------
           second, to the Senior Certificates of the Group entitled to
       receive distributions of principal, as set forth in this prospectus
               supplement under "Description of the Certificates--
        Distributions on the Shifting Interest Certificates--Principal,"
                                to pay principal;
       -------------------------------------------------------------------
                                        |
                                        |
       -------------------------------------------------------------------
              third, to each class of Aggregate Group X Subordinate
            Certificates, Class 5-B Certificates or Aggregate Group 6
       Subordinate Certificates, as applicable, first to pay interest and
            then to pay principal sequentially in the order of their
           numerical class designations (beginning with the class with
                       lowest numerical designation); and
       -------------------------------------------------------------------
                                        |
                                        |
       -------------------------------------------------------------------
         fourth, to the Class 2-A-R Certificate, any remaining amounts.
       -------------------------------------------------------------------

          All of the distributions described above are subject to the
limitations set forth in this prospectus supplement under "Description of
Certificates--Distributions on the Shifting Interest Certificates--Interest" and
"--Principal."

          Under certain circumstances described in this prospectus supplement,
certain principal payments that would otherwise be made on the Aggregate Group X
Subordinate Certificates may be made instead on the Senior Certificates of one
or more of Group 2, Group 3 or Group 4 and certain principal payments that would
otherwise be made on the Aggregate Group 6 Subordinate Certificates may be made
instead on the Senior Certificates of one or more of Group 6A or Group 6B. See
"Description of the Certificates--Distributions on the Shifting Interest
Certificates--Cross-Collateralization" and "--Allocation of Losses to the
Shifting Interest Certificates" in this prospectus supplement.

          The source of the distributions to certificateholders of the Shifting
Interest Certificates is more fully described under "Description of the
Certificates--Distributions on the Shifting Interest Certificates--Pool
Distribution Amount" in this prospectus supplement. The amount of interest and
principal distributions on each class of Shifting Interest Certificates is more
fully described under "Description of the Certificates--Distributions on the
Shifting Interest Certificates--Interest" and "--Principal" in this prospectus
supplement.

INTEREST DISTRIBUTIONS

          The amount of interest that will accrue on each interest-bearing class
of Offered Certificates during each interest accrual period is equal to:

          o    interest accrued at the applicable pass-through rate for such
               Certificates (as set forth or described in the table beginning on
               page S-6) during the related interest accrual period based on the
               class balance or notional amount of such class immediately prior
               to the related Distribution Date, minus

          o    (a) with respect to the Offered Group 1 Certificates, (i) the
               amount allocated to such class of certain interest shortfalls
               arising from interest rate limitations applicable to certain
               military or similar personnel, as described under "Description of
               the Certificates--Distributions on the

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


                                      S-20



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

               Group 1 Certificates--Interest Distributions on the Group 1
               Certificates" in this prospectus supplement and (ii) the amounts
               payable to the Supplemental Interest Trust for the benefit of the
               Swap Provider under the Interest Rate Swap Agreement in respect
               of such Distribution Date as described in "Description of the
               Certificates--Distributions on the Group 1 Certificates" in this
               prospectus supplement and (b) with respect to the Shifting
               Interest Certificates, the amount allocated to such class of
               certain interest shortfalls arising from the timing of
               prepayments on the Mortgage Loans, interest rate limitations
               applicable to certain military or similar personnel and interest
               losses allocated to such class, as described under "The Pooling
               and Servicing Agreement and the Servicing
               Agreements--Compensating Interest" and "Description of the
               Certificates--Distributions on the Shifting Interest
               Certificates--Interest" in this prospectus supplement.

          See "Description of the Certificates--Distributions on the Group 1
Certificates--Interest Distributions on the Group 1 Certificates" and
"--Distributions on the Shifting Interest Certificates--Interest" in this
prospectus supplement.

PRINCIPAL DISTRIBUTIONS

          On each Distribution Date, principal distributions in respect of the
Offered Certificates will be made in the order and priority described under
"Description of the Certificates--Distributions on the Group 1
Certificates--Principal Distributions on the Group 1 Certificates" and
"--Distributions on the Shifting Interest Certificates--Principal" in this
prospectus supplement.

          The Class 5-A-X Certificates are interest only certificates and are
not entitled to distributions of principal.

CREDIT SUPPORT FOR THE OFFERED GROUP 1 CERTIFICATES

          Credit support for the Offered Group 1 Certificates is provided by the
following five forms of credit enhancement:

          Monthly Excess Interest

          Because more interest is expected to be paid by the mortgagors on the
Group 1 Mortgage Loans than is necessary to pay the interest earned on the
Offered Group 1 Certificates and because the aggregate principal balance of the
Group 1 Certificates (other than the Class 1-CE Certificates) is less than the
aggregate principal amount of the Group 1 Mortgage Loans, it is expected there
will be certain excess interest each month. Any such excess interest will be
used to maintain overcollateralization, to pay interest that was previously
earned but not paid to the Offered Group 1 Certificates and to reimburse the
Offered Group 1 Certificates for losses and certain shortfalls that they
experienced previously. See "Description of the Certificates--Distributions on
the Group 1 Certificates--Distributions on the Group 1 Certificates--Application
of Monthly Excess Cashflow to the Group 1 Certificates" in this prospectus
supplement.

          Overcollateralization

          If the aggregate Stated Principal Balance of the Group 1 Mortgage
Loans exceeds the aggregate class balance of the Offered Group 1 Certificates
and the Class 1-P Certificates, there is overcollateralization available to
absorb losses on the Group 1 Mortgage Loans before such losses affect the
Offered Group 1 Certificates. On the Closing Date, the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans will exceed the aggregate class
balance of the Offered Group 1 Certificates and the Class 1-P Certificates by
approximately $2,116,283. This results in overcollateralization equal to
approximately 0.35% of the aggregate Stated Principal Balance of the Group 1
Mortgage Loans as of the Cut-off Date. If the level of overcollateralization
falls below the targeted overcollateralization amount for a Distribution Date,
the excess interest described in the previous section will be paid to the
Offered Group 1 Certificates as principal. This will have the effect of reducing
the aggregate class balance of the Offered Group 1 Certificates faster than the
aggregate Stated Principal Balance of the Group 1 Mortgage Loans until the
required level of overcollateralization is reached.

          Subordination

          Credit support for the Offered Group 1 Certificates is provided by
subordination as follows:

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


                                      S-21



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

              SUBORDINATION OF THE OFFERED GROUP 1 CERTIFICATES(1)

                           --------------------------
             Priority of             Group 1
               Payment         Senior Certificates
                             (Credit Support 4.85%)
                           --------------------------
                                   Class 1-M-1
                             (Credit Support 3.85%)
                           --------------------------
                                   Class 1-M-2
                             (Credit Support 2.36%)
                           --------------------------
                                   Class 1-M-3
                             (Credit Support 1.86%)
                           --------------------------
                                   Class 1-M-4
                             (Credit Support 1.36%)
                           --------------------------
                                   Class 1-M-5
                             (Credit Support 0.85%)
                           --------------------------    Order of
                                   Class 1-M-6             Loss
                             (Credit Support 0.35%)     Allocation
                           --------------------------

----------
(1)  The credit support percentages set forth in this chart show the initial
     aggregate class balance of the classes of the Offered Group 1 Certificates
     subordinate to each related class as a percentage of the aggregate
     principal balance of the Mortgage Loans in Loan Group 1 as of the cut-off
     date.

          See "Description of the Certificates--Distributions on the Group 1
Certificates--Priority of Distributions" and "--Allocation of Losses to the
Group 1 Certificates" in this prospectus supplement.

          Application of Realized Losses

          If, on any Distribution Date after the aggregate class balance of the
Group 1 Certificates has been reduced by the amount of cash paid on that date,
the aggregate class balance of the Group 1 Certificates (other than the Class
1-CE Certificates) is greater than the aggregate Stated Principal Balance of the
Group 1 Mortgage Loans, the class balance of the class of Class 1-M Certificates
then-outstanding with the highest numerical designation will be reduced by the
amount of such excess. In addition, if after the aggregate class balance of the
Class 1-M Certificates has been reduced to zero and after the aggregate
principal balance of the Group 1 Senior Certificates has been reduced by
distributions on a distribution date, such aggregate principal balance exceeds
the total principal balance of the Group 1 Mortgage Loans, the class balance of
the Class 1-A-3 Certificates (which are Super Senior Support Certificates) will
be reduced by the amount of such excess. Once the class balance of a class is
reduced by realized losses allocated to it, such balance will not be reinstated
(except in the case of recoveries). The class balances of the Class 1-A-1 and
Class 1-A-2 Certificates (which are Super Senior Certificates) will not be
reduced by these realized losses, although such Certificates may experience
losses if the credit enhancements for the Offered Group 1 Certificates described
herein are exhausted. See "Description of the Certificates--Allocation of Losses
to the Group 1 Certificates" in this prospectus supplement.

          Interest Rate Swap Agreement

          The Securities Administrator (in its capacity as trustee of the
supplemental interest trust, the "SUPPLEMENTAL INTEREST TRUST TRUSTEE"), will
enter into an interest rate swap agreement (the "INTEREST RATE SWAP AGREEMENT")
with Bank of America, National Association as swap provider (in such capacity,
the "SWAP PROVIDER"). Under the interest rate swap agreement, on or before each
distribution date, the supplemental interest trust will be obligated to make
fixed payments as specified in this prospectus supplement and the Swap Provider
will be obligated to make floating payments equal to the product of (x)
one-month LIBOR (as determined pursuant to the interest rate swap agreement),
(y) the notional amount (as set forth in Appendix E) for that distribution date
(the "SWAP NOTIONAL AMOUNT"), and (z) a fraction, the numerator of which is the
actual number of days elapsed from the previous distribution date to but
excluding the current distribution date (or, for the first distribution date,
the actual number of days elapsed from the closing date to but excluding the
first distribution date), and the denominator of which is 360. To the extent
that the fixed payment exceeds the floating payment on any distribution date,
amounts otherwise available to holders of the Group 1 Certificates will be
applied to make a Net Swap Payment (as defined herein) to the supplemental
interest trust for payment to the Swap Provider, and to the extent that the
floating payment exceeds the fixed payment on any distribution date, the Swap
Provider will make a Net Swap

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


                                      S-22



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

Payment for deposit into the supplemental interest trust and then into a
segregated trust account established on the closing date for the benefit of the
holders of the Group 1 Certificates.

          Upon early termination of the interest rate swap agreement, the
supplemental interest trust or the Swap Provider may be liable to make a Swap
Termination Payment (as defined herein) to the other party (regardless of which
party caused the termination). The Swap Termination Payment will be computed in
accordance with the procedures set forth in the interest rate swap agreement. In
the event that the supplemental interest trust is required to make a Swap
Termination Payment, that payment will be paid to the supplemental interest
trust and then to the Swap Account for payment to the Swap Provider on the
related distribution date, and on any subsequent distribution dates until paid
in full, generally prior to any distribution to holders of the Offered Group 1
Certificates. See "Description of the Certificates--Interest Rate Swap
Agreement, the Swap Provider and the Swap Account" in this prospectus
supplement.

          Net Swap Payments and Swap Termination Payments (other than Swap
Termination Payments resulting from a Swap Provider Trigger Event) payable by
the supplemental interest trust will be deducted from collections received on
the Group 1 Mortgage Loans before distributions to holders of the Offered Group
1 Certificates and will first be deposited into the Supplemental Interest Trust
before payment to the Swap Provider.

CREDIT SUPPORT FOR THE SHIFTING INTEREST CERTIFICATES

          Credit support for the Shifting Interest Certificates is provided by
the following four forms of credit enhancement:

          Subordination

          Credit support for the Shifting Interest Certificates is provided by
subordination as follows:

         SUBORDINATION OF AGGREGATE GROUP X SUBORDINATE CERTIFICATES(1)

                           --------------------------
             Priority of    Aggregate Group X Senior
               Payment            Certificates
                             (Credit Support 4.25%)
                           --------------------------
                                   Class X-B-1
                             (Credit Support 1.65%)
                           --------------------------
                                   Class X-B-2
                             (Credit Support 1.05%)
                           --------------------------
                                   Class X-B-3
                             (Credit Support 0.65%)
                           --------------------------
                                   Class X-B-4
                             (Credit Support 0.40%)
                           --------------------------
                                   Class X-B-5
                             (Credit Support 0.20%)
                           --------------------------    Order of
                                   Class X-B-6             Loss
                             (Credit Support 0.00%)     Allocation
                           --------------------------

----------
(1)  The credit support percentages set forth in this chart show the initial
     aggregate class balance of the classes of Certificates of Aggregate Group X
     subordinate to each related class as a percentage of the aggregate
     principal balance of the Mortgage Loans in Aggregate Loan Group X as of the
     cut-off date.

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


                                      S-23



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

                   SUBORDINATION OF CLASS 5-B CERTIFICATES(1)

                           --------------------------
             Priority of             Group 5
               Payment        Senior Certificates
                             (Credit Support 3.50%)
                           --------------------------
                                   Class 5-B-1
                             (Credit Support 1.40%)
                           --------------------------
                                   Class 5-B-2
                             (Credit Support 0.85%)
                           --------------------------
                                   Class 5-B-3
                             (Credit Support 0.55%)
                           --------------------------
                                   Class 5-B-4
                             (Credit Support 0.35%)
                           --------------------------
                                   Class 5-B-5
                             (Credit Support 0.20%)
                           --------------------------    Order of
                                   Class 5-B-6             Loss
                             (Credit Support 0.00%)     Allocation
                           --------------------------

----------
(1)  The credit support percentages set forth in this chart show the initial
     aggregate class balance of the classes of Certificates of Group 5
     subordinate to each related class as a percentage of the aggregate
     principal balance of the Mortgage Loans in Loan Group 5 as of the cut-off
     date.

         SUBORDINATION OF AGGREGATE GROUP 6 SUBORDINATE CERTIFICATES(1)

                           --------------------------
             Priority of        Aggregate Group 6
               Payment         Senior Certificates
                             (Credit Support 5.00%)
                           --------------------------
                                   Class 6-B-1
                             (Credit Support 3.50%)
                           --------------------------
                                   Class 6-B-2
                             (Credit Support 2.70%)
                           --------------------------
                                   Class 6-B-3
                             (Credit Support 2.40%)
                           --------------------------
                                   Class 6-B-4
                             (Credit Support 2.00%)
                           --------------------------
                                   Class 6-B-5
                             (Credit Support 1.75%)
                           --------------------------
                                   Class 6-B-6
                             (Credit Support 1.50%)
                           --------------------------
                                   Class 6-B-7
                             (Credit Support 1.20%)
                           --------------------------
                                   Class 6-B-8
                             (Credit Support 1.00%)
                           --------------------------
                                   Class 6-B-9
                             (Credit Support 0.70%)
                           --------------------------
                                  Class 6-B-10
                             (Credit Support 0.30%)
                           --------------------------    Order of
                                  Class 6-B-11             Loss
                             (Credit Support 0.00%)     Allocation
                           --------------------------

----------
(1)  The credit support percentages set forth in this chart show the initial
     aggregate class balance of the classes of Certificates of Aggregate Group 6
     subordinate to each related class as a percentage of the aggregate
     principal balance of the Mortgage Loans of Aggregate Group 6 as of the
     cut-off date.

          See "Description of the Certificates--Distributions on the Shifting
Interest Certificates--Priority of Distributions" and "--Allocation of Losses to
the Shifting Interest Certificates" in this prospectus supplement.

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


                                      S-24



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

          Super Senior Support Certificates

          After the Subordinate Certificates related to Aggregate Group X, Group
5 or Aggregate Group 6, as applicable, are no longer outstanding, any principal
losses allocated to a related class or classes of Super Senior Certificates will
be borne by the related class of Super Senior Support Certificates, for so long
as such Super Senior Support Certificates is outstanding. See "Description of
the Certificates--Allocation of Losses to the Shifting Interest Certificates" in
this prospectus supplement.

          Cross-Collateralization

          Under certain circumstances, certain principal payments on the
Mortgage Loans in a Loan Group in Aggregate Loan Group X otherwise distributable
to the Aggregate Group X Subordinate Certificates may be allocated to the Senior
Certificates of an unrelated Group in Aggregate Group X and certain principal
payments on the Mortgage Loans in a Loan Group in Aggregate Loan Group 6
otherwise distributable to the Aggregate Group 6 Subordinate Certificates may be
allocated to the Senior Certificates of an unrelated Group in Aggregate Group 6
as discussed in "Description of the Certificates--Distributions on the Shifting
Interest Certificates--Cross-Collateralization" in this prospectus supplement.

          Shifting Interest in Prepayments

          Additional credit enhancement is provided by the allocation of all
principal prepayments and certain liquidation proceeds on the Mortgage Loans in
a Loan Group to the Senior Certificates of the related Shifting Interest Group,
subject to certain exceptions, for the first seven years and the
disproportionately greater allocation of prepayments to such Senior Certificates
over the following four years. This disproportionate allocation of prepayments
and certain liquidation proceeds will accelerate the amortization of those
Senior Certificates relative to the amortization of the related Subordinate
Certificates. As a result, the credit support percentage for the Senior
Certificates of a Shifting Interest Group should be maintained and may be
increased during the first eleven years.

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

NIMS INSURER

          After the Closing Date, a separate entity may be established to issue
net interest margin securities secured by all or a portion of the Class 1-CE and
Class 1-P Certificates. Such net interest margin securities may or may not have
the benefit of a financial guaranty insurance policy that guarantees payments on
those securities. The insurer that would issue any financial guaranty insurance
policy, if any, is referred to in this prospectus supplement as the "NIMS
INSURER." The references to the NIMS Insurer in this prospectus supplement are
applicable only if there is a NIMS Insurer. If the net interest margin
securities are so insured, the NIMS Insurer will have a number of rights under
the pooling and servicing agreement, the exercise of which could adversely
affect holders of the Offered Group 1 Certificates. Any insurance policy issued
by the NIMS Insurer will not cover, and will not benefit in any manner
whatsoever, the Offered Certificates. See "Risk Factors--Certain Rights of the
NIMS Insurer may Preempt the Rights of Holders of the Offered Group 1
Certificates" in this prospectus supplement for additional information.

PREPAYMENT AND YIELD CONSIDERATIONS

          The yield to maturity on your Offered Certificates will be sensitive
to the rate and timing of principal payments (which will be affected by
prepayments, defaults and liquidations) on the applicable Mortgage Loans in the
related Loan Group or Loan Groups. As a result, your yield may fluctuate
significantly.

          o    In general, if you purchased your Offered Certificate at a
               premium or if you purchased a Class 5-A-X Certificate (which has
               no principal balance), and principal distributions occur at a
               rate faster than you assumed, your actual yield to maturity will
               be lower than anticipated.

          o    Conversely, if you purchased your Offered Certificate at a
               discount and principal distributions occur at a rate slower than
               you assumed, your actual yield to maturity will be lower than
               anticipated.

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


                                      S-25



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

          Because each class of Super Senior Support Certificates will bear
principal losses allocated to the related class or classes of Super Senior
Certificates, as well as their own share of such losses, once the related
Subordinate Certificates are no longer outstanding, the yield to maturity of a
class of Super Senior Support Certificates will be more sensitive to the amount
and timing of losses on the related Mortgage Loans than the related class or
classes of Super Senior Certificates. See "Description of the
Certificates--Allocation of Losses to the Shifting Interest Certificates" in
this prospectus supplement.

          The yield to maturity of the Class 1-M-1, Class 1-M-2, Class 1-M-3,
Class 1-M-4, Class 1-M-5 and Class 1-M-6 Certificates will be increasingly
sensitive to the amounts and timing of losses on the Group 1 Mortgage Loans due
to the fact that losses incurred each month will first reduce monthly excess
cashflow, then reduce the level of overcollateralization, if any, and then will
be allocated to the Class 1-M-6, Class 1-M-5, Class 1-M-4, Class 1-M-3, Class
1-M-2 and Class 1-M-1 Certificates, in that order, until the balance of each
class has been reduced to zero.

          The yield to maturity of the Class X-B-1, Class X-B-2 and Class X-B-3
Certificates will be increasingly sensitive to the amounts and timing of losses
on the Mortgage Loans in Loan Group 2, Loan Group 3 and Loan Group 4 due to the
fact that, once the aggregate balance of the more junior classes of related
Subordinate Certificates has been reduced to zero, all losses will be allocated
to the Class X-B-3, Class X-B-2 and Class X-B-1 Certificates, in that order,
until the balance of each class has been reduced to zero.

          The yield to maturity of the Class 5-B-1, Class 5-B-2 and Class 5-B-3
Certificates will be increasingly sensitive to the amounts and timing of losses
on the Mortgage Loans in Loan Group 5 due to the fact that, once the aggregate
balance of the more junior classes of related Subordinate Certificates has been
reduced to zero, all losses will be allocated to the Class 5-B-3, Class 5-B-2
and Class 5-B-1 Certificates, in that order, until the balance of each class has
been reduced to zero.

          The yield to maturity of the Class 6-B-1, Class 6-B-2, Class 6-B-3,
Class 6-B-4, Class 6-B-5, Class 6-B-6, Class 6-B-7 and Class 6-B-8 Certificates
will be increasingly sensitive to the amounts and timing of losses on the
Mortgage Loans in Loan Group 6A and Loan Group 6B due to the fact that, once the
aggregate balance of the more junior classes of related Subordinate Certificates
has been reduced to zero, all losses will be allocated to the Class 6-B-8, Class
6-B-7, Class 6-B-6, Class 6-B-5, Class 6-B-4, Class 6-B-3, Class 6-B-2 and Class
6-B-1 Certificates, in that order, until the balance of each class has been
reduced to zero.

          Because the Mortgage Loans may be prepaid at any time, it is not
possible to predict the rate at which you will receive distributions of
principal. Certain of the Mortgage Loans require that the mortgagor pay the
lender a prepayment premium on certain prepayments. These premiums may
discourage a mortgagor from prepaying its Mortgage Loan during the applicable
period. Since prevailing interest rates are subject to fluctuation, you may not
be able to reinvest your distributions at yields equaling or exceeding the
yields on the Offered Certificates. Yields on any reinvestments may be lower,
and could be significantly lower, than the yields on your Offered Certificates.

          See "Prepayment and Yield Considerations" in this prospectus
supplement and in the prospectus.

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


                                      S-26



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

                      WEIGHTED AVERAGE LIVES (IN YEARS)(1)

                              CPR(2)
        -------------------------------------------------
Class     0%     10%     20%     25%    30%    40%    50%
-----   -----   -----   -----   ----   ----   ----   ----
1-A-1   19.59    5.29    2.58   2.01   1.61   1.11   0.82
1-A-2   28.57   19.29   11.03   8.72   7.09   4.96   3.49
1-A-3   21.33    7.99    4.21   3.30   2.67   1.85   1.34
2-A-1   20.73    7.81    4.19   3.30   2.67   1.87   1.38
2-A-2   20.73    7.81    4.19   3.30   2.67   1.87   1.38
2-A-R    0.06    0.06    0.06   0.06   0.06   0.06   0.06
3-A-1   20.80    7.82    4.18   3.29   2.67   1.87   1.38
3-A-2   20.80    7.82    4.18   3.29   2.67   1.87   1.38
4-A-1   21.10    7.89    4.20   3.30   2.67   1.87   1.38
4-A-2   18.73    4.70    2.31   1.80   1.45   1.02   0.76
4-A-3   28.53   17.90   10.13   8.01   6.50   4.52   3.31
4-A-4   21.10    7.89    4.20   3.30   2.67   1.87   1.38
5-A-1   22.06    8.17    4.30   3.37   2.72   1.90   1.40
5-A-2   19.93    4.83    2.32   1.80   1.45   1.02   0.76
5-A-3   28.45   18.13   10.22   8.04   6.50   4.52   3.31
5-A-4   22.06    8.17    4.30   3.37   2.72   1.90   1.40
5-A-X    9.76    5.98    3.89   3.19   2.65   1.89   1.40
6-A-1   21.97    8.05    4.24   3.32   2.68   1.86   1.37
6-A-2   21.97    8.05    4.24   3.32   2.68   1.86   1.37
6-A-3   22.10    8.08    4.25   3.32   2.68   1.86   1.37
6-A-4   22.10    8.08    4.25   3.32   2.68   1.86   1.37
1-M-1   26.54   13.44    7.11   5.63   4.74   3.86   3.65
1-M-2   26.52   13.27    6.97   5.52   4.63   3.74   3.46
1-M-3   26.48   12.99    6.77   5.35   4.47   3.61   3.30
1-M-4   26.42   12.67    6.55   5.17   4.33   3.49   3.18
1-M-5   26.24   11.99    6.11   4.81   4.04   3.25   3.11
1-M-6   25.17    9.73    4.79   3.83   3.34   3.06   3.06
X-B-1   20.83   13.20    7.30   6.01   5.17   4.00   3.17
X-B-2   20.83   13.20    7.30   6.01   5.17   4.00   3.17
X-B-3   20.83   13.20    7.30   6.01   5.17   4.00   3.17
5-B-1   22.06   13.81    7.49   6.12   5.25   4.04   3.19
5-B-2   22.06   13.81    7.49   6.12   5.25   4.04   3.19
5-B-3   22.06   13.81    7.49   6.12   5.25   4.04   3.19
6-B-1   22.06   13.80    7.48   6.12   5.25   4.04   3.19
6-B-2   22.06   13.80    7.48   6.12   5.25   4.04   3.19
6-B-3   22.06   13.80    7.48   6.12   5.25   4.04   3.19
6-B-4   22.06   13.80    7.48   6.12   5.25   4.04   3.19
6-B-5   22.06   13.80    7.48   6.12   5.25   4.04   3.19
6-B-6   22.06   13.80    7.48   6.12   5.25   4.04   3.19
6-B-7   22.06   13.80    7.48   6.12   5.25   4.04   3.19
6-B-8   22.06   13.80    7.48   6.12   5.25   4.04   3.19

----------
(1)  Determined as described under "Prepayment and Yield
     Considerations--Weighted Average Lives of the Offered Certificates" in this
     prospectus supplement. Prepayments will not occur at any assumed rate shown
     or any other constant rate, and the actual weighted average lives of any or
     all of the classes of offered certificates are likely to differ from those
     shown, perhaps significantly.

(2)  "CPR" is the Constant Prepayment Rate which is described under "Prepayment
     and Yield Considerations--Weighted Average Lives of the Offered
     Certificates" in this prospectus supplement.

FEDERAL INCOME TAX CONSEQUENCES

          For federal income tax purposes, elections will be made to treat
certain segregated portions of the Issuing Entity (exclusive of the Interest
Rate Swap Agreement, the Supplemental Interest Trust, the Cap Carryover Reserve
Account and certain other assets specified in the Pooling and Servicing
Agreement) as multiple separate "real estate mortgage investment conduits"
(each, a "REMIC").

          o    Each class of Offered Group 1 Certificates will constitute (i)
               "regular interests" in a REMIC and will be treated as debt
               instruments of a REMIC and (ii) the right to receive Cap
               Carryover Amounts and the right to receive payments from and the
               obligation to make payments to the Supplemental Interest Trust.
               The right to receive payments in respect of Cap Carryover Amounts
               and the right to receive payments from and the obligation to make
               payments to the Supplemental Interest Trust will be treated as
               notional principal contracts for federal income tax purposes.

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                                      S-27



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

          o    Each class of Offered Certificates (other than the Offered Group
               1 Certificates and the Class 2-A-R Certificates) will constitute
               "regular interests" in a REMIC and will be treated as debt
               instruments for federal income tax purposes.

          o    The Class 2-A-R Certificate will constitute the sole class of
               "residual interest" in each REMIC.

          Interest on the Offered Certificates must be included in your income
under an accrual method of tax accounting, even if you are otherwise a cash
method taxpayer.

          The Interest Only Certificates will, and certain other classes may,
depending on their respective issue prices, be issued with original issue
discount for federal income tax purposes. If you hold such a Certificate, you
will be required to include original issue discount in income as it accrues on a
constant yield method, regardless of whether you receive concurrently the cash
attributable to such original issue discount.

          The holder of the Class 2-A-R Certificate will be required to report
as ordinary income or loss the net income or the net loss of each REMIC and will
be required to fund tax liabilities with respect to any such net income although
no cash distributions are expected to be made with respect to the Class 2-A-R
Certificate other than the distribution of its class balance and interest on
that balance.

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

LEGAL INVESTMENT

          If your investment activities are subject to legal investment laws and
regulations, regulatory capital requirements or review by regulatory
authorities, then you may be subject to restrictions on investment in the
offered certificates. You are encouraged to consult your legal, tax and
accounting advisers for assistance in determining the suitability of and
consequences to you of the purchase, ownership and sale of offered certificates.

          o    The Senior Certificates, the Class 1-M-1 Certificates, the Class
               1-M-2 Certificates, the Class X-B-1 Certificates, the Class 5-B-1
               Certificates, the Class 6-B-1 Certificates, the Class 6-B-2
               Certificates and the Class 6-B-3 Certificates will constitute
               "mortgage related securities" for purposes of the Secondary
               Mortgage Market Enhancement Act of 1984, as amended, or "SMMEA,"
               so long as they are rated in one of the two highest rating
               categories by at least one nationally recognized statistical
               rating organization.

          o    The Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class
               X-B-2, Class X-B-3, Class 5-B-2, Class 5-B-3, Class 6-B-4, Class
               6-B-5, Class 6-B-6, Class 6-B-7 and Class 6-B-8 Certificates will
               not constitute "mortgage related securities" under SMMEA.

          o    See "Legal Investment Considerations" in the prospectus.

ERISA CONSIDERATIONS

          If you are a fiduciary or other person acting on behalf of any
employee benefit plan or arrangement, including an individual retirement
account, subject to the Employee Retirement Income Security Act of 1974, as
amended, or "ERISA," the Internal Revenue Code of 1986, as amended (the "CODE"),
or any federal, state or local law which is similar to ERISA or the Code, you
should carefully review with your legal advisors whether the purchase or holding
of an offered certificate could give rise to a transaction prohibited or not
otherwise permissible under ERISA, the Code or similar law.

          Subject to the considerations and conditions described under "Benefit
Plan Considerations" in this prospectus supplement, it is expected that the
Offered Certificates (other than the Class 2-A-R Certificate) may be purchased
by benefit plans. PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST,
BENEFIT PLANS OR PERSONS USING ASSETS OF A BENEFIT PLAN MAY ONLY PURCHASE THE
OFFERED GROUP 1 CERTIFICATES IF THE PURCHASE AND HOLDING OF SUCH CERTIFICATES
ALSO MEETS THE REQUIREMENTS OF AN INVESTOR-BASED CLASS EXEMPTION ISSUED BY THE
DEPARTMENT OF LABOR.

          THE CLASS 2-A-R CERTIFICATE MAY NOT BE ACQUIRED BY BENEFIT PLANS.

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


                                      S-28



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

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

AFFILIATIONS

          Bank of America, National Association, which is the Sponsor, is an
Originator and Servicer, is the direct parent of the Depositor and is an
affiliate of Banc of America Securities LLC. Further, the Securities
Administrator and Master Servicer is an Originator and Servicer. There are no
additional relationships, agreements or arrangements outside of this transaction
among the affiliated parties that are material to an understanding of the
Offered Certificates.

          Wells Fargo Bank, N.A. serves or has served within the past two years
as loan file custodian for various mortgage loans owned by the Sponsor and its
affiliates and anticipates that one or more of those mortgage loans may be
included in the Issuing Entity. The terms of the custodial agreement under which
those services are provided by Wells Fargo Bank, N.A. are customary for the
residential mortgage-backed securities industry and provide for the delivery,
receipt, review and safekeeping of mortgage loan files.

          Wells Fargo Bank, N.A., and U.S. Bank National Association may
maintain relationships with the Sponsor and its affiliates in the ordinary
course of business.

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


                                      S-29



                                  RISK FACTORS

          o    The risk factors discussed below and under the heading "Risk
               Factors" in the prospectus describe the material risks of an
               investment in the Offered Certificates and should be carefully
               considered by all potential investors.

          o    The Offered Certificates are not suitable investments for all
               investors.

          o    The Offered Certificates are complex financial instruments, so
               you should not purchase any Offered Certificates unless you or
               your financial advisor possess the necessary expertise to analyze
               the potential risks associated with an investment in
               mortgage-backed securities.

          o    You should not purchase any Offered Certificates unless you
               understand, and are able to bear, the prepayment, credit,
               liquidity and market risks associated with those Offered
               Certificates.

MORTGAGE LOANS PAYING INTEREST ONLY DURING THE RELATED INTEREST ONLY PERIOD MAY
HAVE A HIGHER RISK OF DELINQUENCY, DEFAULT OR RATES OF PREPAYMENT

          Certain of the Mortgage Loans have an initial interest only period of
up to ten years after the date of origination. During this interest only period,
the payment due from the related mortgagor will be less than that of a
traditional mortgage loan. In addition, the principal balance of the Mortgage
Loan will not be reduced (except in the case of prepayments) because there will
be no scheduled monthly payments of principal during this period. Accordingly,
no principal payments will be distributed to the related Certificates from these
Mortgage Loans during their interest only period except in the case of a
prepayment.

          After the initial interest only period, payments on each of those
Mortgage Loans will be recalculated to amortize fully its unpaid principal
balance over its remaining life and the mortgagor will be required to make
scheduled payments of both principal and interest. The required payment of
principal will increase the burden on the mortgagor and may increase the risk of
delinquency, default or prepayment under the related Mortgage Loan. In
underwriting Mortgage Loans with interest only periods, the originator generally
does not consider the ability of mortgagors to make payments of principal at the
end of the interest only period. Higher scheduled monthly payments may induce
the related mortgagors to refinance their mortgage loans, which would result in
higher prepayments. In addition, in default situations losses may be greater on
these Mortgage Loans because they do not amortize during the related interest
only period. Losses, to the extent not covered by credit enhancement, will be
allocated to the related Certificates.

          Mortgage loans with an initial interest only period are relatively new
in the secondary mortgage market. The performance of these mortgage loans may be
significantly different from mortgage loans that amortize from origination. In
particular these mortgagors may be more likely to refinance their mortgage
loans, which may result in higher prepayment speeds than would otherwise be the
case.

INCLUSION OF MORTGAGE LOANS THAT HAVE BEEN DELINQUENT IN THE PAST MAY INCREASE
RISK OF LOSS

          Although all of the Mortgage Loans were current as of the Cut-off
Date, approximately 0.12% of the Group 1 Mortgage Loans (by aggregate Stated
Principal Balance of the Group 1 Mortgage Loans), and approximately 1.76% of the
Group 4 Mortgage Loans (by aggregate Stated Principal Balance of the Group 4
Mortgage Loans) have been 30 days delinquent more than once during the previous
twelve months. None of the Group 2 Mortgage Loans, Group 3 Mortgage Loans, Group
5 Mortgage Loans, Group 6A Mortgage Loans or Group 6B Mortgage Loans have been
30 days delinquent more than once during the previous twelve months. No Mortgage
Loan has been delinquent more than twice during the previous twelve months. A
Mortgage Loan that has been delinquent more than once in the recent past may be
more likely than other Mortgage Loans to become delinquent in the future.


                                      S-30



THE RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS WILL AFFECT THE YIELD ON
THE OFFERED CERTIFICATES

          Because principal payments on the Mortgage Loans will be distributed
currently on the related Senior Certificates and Subordinate Certificates, the
rate of distributions of principal and the yield to maturity on your
Certificates will be directly related to (i) the rate of payments of principal
on the related Mortgage Loans and (ii) the amount and timing of defaults by
borrowers that result in losses on the related Mortgage Loans. All borrowers of
the Mortgage Loans are permitted to prepay their Mortgage Loans, in whole or in
part, at any time. The principal payments on the Mortgage Loans may be in the
form of scheduled principal payments or principal prepayments (for this purpose,
the term "principal prepayment" includes prepayments and any other recovery of
principal in advance of the scheduled due date, including repurchases and
liquidations due to default, casualty, condemnation and the like). Any of these
prepayments will result in distributions to you of amounts that would otherwise
be distributed over the remaining term of the Mortgage Loans.

          The rate of principal payments on the Mortgage Loans will be affected
by the following:

          o    the amortization schedules of the Mortgage Loans;

          o    the rate of partial prepayments and full prepayments by borrowers
               due to refinancing, job transfer, changes in property values or
               other factors;

          o    liquidations of the properties that secure defaulted Mortgage
               Loans;

          o    repurchases of Mortgage Loans by the Depositor, the Sponsor or an
               Originator, as applicable, as a result of defective documentation
               or breaches of representations or warranties;

          o    the exercise of due-on-sale clauses by each Servicer in
               connection with transfers of mortgaged properties;

          o    the optional repurchase of certain of the Mortgage Loans by the
               Master Servicer (or the NIMS Insurer), as described under "The
               Pooling and Servicing Agreement and the Servicing
               Agreements--Optional Termination" in this prospectus supplement;
               and

          o    general and targeted solicitations for refinancing by mortgage
               originators.

          The rate of principal payments on the Mortgage Loans will depend
greatly on the level of mortgage interest rates:

          o    If prevailing interest rates for similar Mortgage Loans fall
               below the interest rates on the mortgage loans in the trust, the
               rate of prepayment is likely to increase.

          o    Conversely, if prevailing interest rates for similar mortgage
               loans rise above the interest rates on the Mortgage Loans in the
               trust, the rate of prepayment is likely to decrease.

          Mortgage originators (including the Originators) make general and, in
some cases, targeted solicitations for refinancings. Any such solicited
refinancings may result in a rate of prepayment that is higher than you might
otherwise expect.

          If you are purchasing Offered Certificates at a discount, you should
consider the risk that if principal payments on the related Mortgage Loans occur
at a rate slower than you expected, your yield will be lower than you expected.

          If you are purchasing Offered Certificates at a premium, or are
purchasing a Class 5-A-X Certificate (which has no class balance), you should
consider the risk that if principal payments on the related Mortgage Loans,
occur at a rate faster than you expected, your yield may be lower than you
expected. If you are purchasing Class 5-A-X Certificates, you should consider
the risk that a rapid rate of principal payments on the applicable Mortgage
Loans


                                      S-31



could result in your failure to recover your initial investment. See "Prepayment
and Yield Considerations--Yield on the Class 5-A-X Certificates" in this
prospectus supplement for a more detailed description of risks associated with
the purchase of the Class 5-A-X Certificates, including tables demonstrating the
particular sensitivities of the Class 5-A-X Certificates to the rate of
prepayments on the applicable Mortgage Loans in the related Loan Group.

          If you are purchasing Offered Group 1 Certificates, you should
consider the risk that if the level of overcollateralization falls below the
targeted overcollateralization amount, excess interest from the Group 1 Mortgage
Loans (if any) will be paid to the Offered Group 1 Certificates as principal.
This will have the effect of reducing the aggregate class balance of the Offered
Group 1 Certificates faster than the aggregate principal balance of the Group 1
Mortgage Loans until the required level of overcollateralization is reached.

          See "Summary of Terms--Prepayment and Yield Considerations" and
"Prepayment and Yield Considerations" in this prospectus supplement.

DELINQUENCIES AND LOSSES ON THE MORTGAGE LOANS MAY ADVERSELY AFFECT YOUR YIELD

          Delinquencies on the Mortgage Loans which are not advanced by or on
behalf of the related Servicer (because that Servicer has determined that these
amounts, if advanced, would be nonrecoverable), may adversely affect the yield
on the related Senior Certificates and Subordinate Certificates. Each Servicer
will determine that a proposed advance is nonrecoverable when, in the good faith
exercise of its servicing judgment, it believes the proposed advance would not
be ultimately recoverable from the related mortgagor, related liquidation
proceeds or other recoveries in respect of the Mortgage Loan. Because of the
priority of distributions, shortfalls resulting from delinquencies that are not
covered by advances will be borne first by the Subordinate Certificates (in
reverse order of their payment priority) of the related Group (or in the case of
Aggregate Group X and Aggregate Group 6, of such Aggregate Group) and then by
the Senior Certificates of such Group (or in the case of Aggregate Group X and
Aggregate Group 6, of such Aggregate Group).

          Interest shortfalls will adversely affect the yields on the Offered
Certificates. In addition, losses generally will be borne by the Subordinate
Certificates of the related Group (or in the case of Aggregate Group X and
Aggregate Group 6, of such Aggregate Group), as described in this prospectus
supplement under "Description of Certificates--Allocation of Losses to the Group
1 Certificates" and "--Allocation of Losses to the Shifting Interest
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 in the related Loan Group or Loan Groups.

ALTERNATIVE UNDERWRITING STANDARDS MAY INCREASE RISK OF LOSS

          Certain of the Mortgage Loans will have been originated using an
Originator's alternative underwriting guidelines. See "The Mortgage
Pool--Mortgage Loan Underwriting Standards" in this prospectus supplement. These
underwriting guidelines are different from and, in certain respects, less
stringent than the general underwriting guidelines employed by that Originator.
For example, certain of the Mortgage Loans may have been originated with less
than standard documentation or with higher maximum loan-to-value ratios.
Accordingly, the Mortgage Loans may experience rates of delinquencies, defaults,
foreclosure, bankruptcy and loss that are higher than those experienced by
Mortgage Loans underwritten using the Originator's general underwriting
standards.

THE RATE OF DEFAULT ON MORTGAGE LOANS THAT ARE SECURED BY INVESTOR PROPERTIES
MAY BE HIGHER THAN ON OTHER MORTGAGE LOANS

          Certain of the Mortgage Loans are expected to be secured by investor
properties. An investor property is a property which, at the time of
origination, the mortgagor represented would not be used as the mortgagor's
primary residence or second home. Because the mortgagor is not living on the
property, the mortgagor may be more likely to default on the Mortgage Loan than
on a comparable mortgage loan secured by a primary residence, or to a lesser
extent, a second home. In addition, income expected to be generated from an
investor property may have been considered for underwriting purposes in addition
to the income of the mortgagor from other sources. Should this income not
materialize, it is possible the mortgagor would not have sufficient resources to
make payments on the Mortgage Loan.


                                      S-32



CREDIT SCORES MAY NOT ACCURATELY PREDICT THE LIKELIHOOD OF DEFAULT

         Each Originator generally uses credit scores as part of its
underwriting process. The tables in Appendix A to this prospectus supplement
show credit scores for the mortgagors obtained at the time of origination of
their Mortgage Loans. A credit score purports only to be a measurement of the
relative degree of risk a borrower represents to a lender, i.e., that a borrower
with a higher score is statistically expected to be less likely to default in
payment than a borrower with a lower score. In addition, it should be noted that
credit scores were developed to indicate a level of default probability over a
two-year period, which does not correspond to the life of most mortgage loans.
Furthermore, credit scores were not developed specifically for use in connection
with mortgage loans, but for consumer loans in general. Therefore, credit scores
do not address particular mortgage loan characteristics that influence the
probability of repayment by the borrower. None of the Originators, the Depositor
or the Sponsor makes any representations or warranties as to any borrower's
current credit score or the actual performance of any Mortgage Loan or that a
particular credit score should be relied upon as a basis for an expectation that
a borrower will repay its Mortgage Loan according to its terms.

DECREMENT AND SENSITIVITY TABLES ARE BASED UPON ASSUMPTIONS AND MODELS

          The decrement tables set forth in Appendix B to this prospectus
supplement and the sensitivity tables set forth in Appendix D to this prospectus
supplement have been prepared on the basis of the modeling assumptions described
under "Prepayment and Yield Considerations--Assumptions Relating to Tables."
There will likely be discrepancies between the characteristics of the actual
Mortgage Loans included in each Loan Group and the characteristics of the
assumed Mortgage Loans used in preparing the related decrement tables and the
sensitivity tables. Any such discrepancy may have an effect upon the percentages
of initial class balances outstanding set forth in the decrement tables (and the
weighted average lives on the offered certificates) and the yields to maturity
set forth in the yield tables. In addition, to the extent that the Mortgage
Loans that actually are included in a Loan Group have characteristics that
differ from those assumed in preparing the related decrement tables and the
sensitivity tables, the class balance of a related class of Offered Certificates
could be reduced to zero earlier or later than indicated by the related
decrement tables and the yield to maturity may be higher or lower than indicated
in the related sensitivity tables.

          The models used in this prospectus supplement for prepayments and
defaults also do not purport to be an historical description of prepayment or
default experience or a prediction of the anticipated rate of prepayment or
default of any pool of Mortgage Loans, including the mortgage loans contained in
the Issuing Entity. It is highly unlikely that the Mortgage Loans will prepay or
liquidate at any of the rates specified or that losses will be incurred
according to one particular pattern. The assumed percentages of CPR and the loss
severity percentages are for illustrative purposes only. For a description of
CPR, see "Prepayment and Yield Considerations" in this prospectus supplement.
The actual rates of prepayment and liquidation and loss severity experience of
the Mortgage Loans may not correspond to any of the assumptions made in this
prospectus supplement. For these reasons, the weighted average lives of the
Offered Certificates may differ from the weighted average lives shown in the
related tables on page S-16 of this prospectus supplement and in Appendix B to
this prospectus supplement.

THERE IS A RISK THAT INTEREST PAYMENTS ON THE MORTGAGE LOANS MAY BE INSUFFICIENT
TO PAY INTEREST ON YOUR CERTIFICATES

          When a Mortgage Loan is prepaid in full, the mortgagor is charged
interest only up to the date on which payment is made, rather than for an entire
month. When a mortgagor makes a partial principal prepayment on a Mortgage Loan,
the mortgagor is not charged interest on the prepayment for the month in which
the principal prepayment was received. This may result in a shortfall in
interest collections available for payment on the next Distribution Date. The
Servicers are required to cover a portion of the shortfall in interest
collections that are attributable to prepayments in full and partial prepayments
on the Mortgage Loans, but in each case only up to the amount of Compensating
Interest for such Distribution Date as described herein under "The Pooling and
Servicing Agreement and the Servicing Agreements--Compensating Interest." To the
extent these shortfalls from the Mortgage Loans are not covered by the amount of
Compensating Interest, they will be allocated pro rata to the classes of
interest-bearing Certificates as described herein under "Description of the
Certificates--Distributions on the Shifting Interest Certificates--Interest" in
this prospectus supplement. To the extent these shortfalls from the Group 1
Mortgage Loans exceed compensating interest allocable to Loan Group 1, holders
of the Group 1


                                      S-33



Certificates may incur a loss to the extent the applicable credit enhancements
are insufficient. See "Description of the Certificates--Group 1 Certificate
Interest Rates" in this prospectus supplement.

SUBORDINATION OF SUPER SENIOR SUPPORT AND SUBORDINATE CERTIFICATES INCREASES
RISK OF LOSS

          If you purchase Subordinate Certificates, you are more likely to
suffer losses as a result of losses or delinquencies on the applicable Mortgage
Loans than are holders of the Senior Certificates of the related Groups.

          o    The rights of each class of Class 1-M Certificates to receive
               distributions of interest and principal are subordinated to the
               rights of the Group 1 Senior Certificates and each class of Class
               1-M Certificates with a lower numerical designation. For example,
               the Class 1-M-2 Certificates will not receive principal or
               interest on a Distribution Date until the Group 1 Senior
               Certificates and the Class 1-M-1 Certificates have received the
               amounts to which they are entitled on that Distribution Date.

          o    The rights of each class of Aggregate Group X Subordinate
               Certificates to receive distributions of interest and principal
               are subordinated to the rights of the Senior Certificates of each
               Group of Aggregate Group X and each class of Aggregate Group X
               Subordinate Certificates with a lower numerical designation. For
               example, the Class X-B-2 Certificates will not receive principal
               or interest on a Distribution Date until the Senior Certificates
               of each Group of Aggregate Group X and the Class X-B-1
               Certificates have received the amounts to which they are entitled
               on that Distribution Date.

          o    The rights of each class of Class 5-B Certificates to receive
               distributions of interest and principal are subordinated to the
               rights of the Senior Certificates of Group 5 and each class of
               Class 5-B Certificates with a lower numerical designation. For
               example, the Class 5-B-2 Certificates will not receive principal
               or interest on a Distribution Date until the Senior Certificates
               of Group 5 and the Class 5-B-1 Certificates have received the
               amounts to which they are entitled on that Distribution Date.

          o    The rights of each class of Aggregate Group 6 Subordinate
               Certificates to receive distributions of interest and principal
               are subordinated to the rights of the Senior Certificates of each
               Group of Aggregate Group 6 and each class of Aggregate Group 6
               Subordinate Certificates with a lower numerical designation. For
               example, the Class 6-B-2 Certificates will not receive principal
               or interest on a Distribution Date until the Senior Certificates
               of each Group of Aggregate Group 6 and the Class 6-B-1
               Certificates have received the amounts to which they are entitled
               on that Distribution Date.

          o    Losses that are realized on the Group 1 Mortgage Loans will be
               allocated first to the Class 1-M-6 Certificates, then to the
               Class 1-M-5 Certificates, and so on, in reverse numerical order
               of the Class 1-M Certificates, until the outstanding balances of
               those classes have been reduced to zero.

          o    Losses that are realized on the Aggregate Group X Mortgage Loans
               will be allocated first to the Class X-B-6 Certificates, then to
               the Class X-B-5 Certificates, and so on, in reverse numerical
               order of the Aggregate Group X Subordinate Certificates, until
               the outstanding balances of those classes have been reduced to
               zero.

          o    Losses that are realized on the Group 5 Mortgage Loans will be
               allocated first to the Class 5-B-6 Certificates, then to the
               Class 5-B-5 Certificates, and so on, in reverse numerical order
               of the Class 5-B Certificates, until the outstanding balances of
               those classes have been reduced to zero.

          o    Losses that are realized on the Aggregate Group 6 Mortgage Loans
               will be allocated first to the Class 6-B-11 Certificates, then to
               the Class 6-B-10 Certificates, and so on, in reverse numerical
               order of the Aggregate Group 6 Subordinate Certificates, until
               the outstanding balances of those classes have been reduced to
               zero.


                                      S-34



          If you purchase a class of Super Senior Support Certificates, you
should consider the risk that after the Subordinate Certificates are no longer
outstanding, the principal portion of losses realized on the Mortgage Loans in
the related Loan Group that is allocated to the related class or classes of
Super Senior Certificates will be borne by your class of Super Senior Support
Certificates, rather than the related class or classes of Super Senior
Certificates, for so long as your class of Super Senior Support Certificates is
outstanding. See "Description of the Certificates--Allocation of Losses to the
Shifting Interest Certificates" in this prospectus supplement.

          For a more detailed description of the subordination features of the
Subordinate Certificates, see "Description of the Certificates--Allocation of
Losses to the Group 1 Certificates," "--Distributions on the Group 1
Certificates--Cross-Collateralization," "--Allocation of Losses to the Shifting
Interest Certificates" and "Distributions on the Shifting Interest
Certificates--Cross-Collateralization" in this prospectus supplement.

AGGREGATE GROUP X SUBORDINATE CERTIFICATES PROVIDE SUBORDINATION FOR THE SENIOR
CERTIFICATES OF AGGREGATE GROUP X AND AGGREGATE GROUP 6 SUBORDINATE CERTIFICATES
PROVIDE SUBORDINATION FOR THE SENIOR CERTIFICATES OF AGGREGATE GROUP 6

          Because the Aggregate Group X Subordinate Certificates provide credit
support for the Senior Certificates of Aggregate Group X, the outstanding class
balances of the Aggregate Group X Subordinate Certificates could be reduced to
zero as a result of a disproportionate amount of Realized Losses on the Mortgage
Loans in one or more of the Loan Groups in Aggregate Loan Group X. Therefore,
Realized Losses on the Mortgage Loans in any of the Loan Groups in Aggregate
Loan Group X will reduce the subordination provided by the Aggregate Group X
Subordinate Certificates to all of the Senior Certificates of Aggregate Group X
and increase the likelihood that Realized Losses may be allocated to those
Senior Certificates. See "Description of the Certificates--Allocation of Losses
to the Shifting Interest Certificates" herein.

          Because the Aggregate Group 6 Subordinate Certificates provide credit
support for the Senior Certificates of Aggregate Group 6, the outstanding class
balances of the Aggregate Group 6 Subordinate Certificates could be reduced to
zero as a result of a disproportionate amount of Realized Losses on the Mortgage
Loans in either of the Loan Groups in Aggregate Loan Group 6. Therefore,
Realized Losses on the Mortgage Loans in either of the Loan Groups in Aggregate
Loan Group 6 will reduce the subordination provided by the Aggregate Group 6
Subordinate Certificates to the Senior Certificates of Aggregate Group 6 and
increase the likelihood that Realized Losses may be allocated to those Senior
Certificates. See "Description of the Certificates--Allocation of Losses to the
Shifting Interest Certificates" herein.

          Under certain circumstances principal otherwise payable to the
Aggregate Group X Subordinate Certificates or the Aggregate Group 6 Subordinate
Certificates will be paid to the Senior Certificates related to Aggregate Group
X or Aggregate Group 6, respectively, as described under "Description of the
Certificates--Distributions on the Shifting Interest
Certificates--Cross-Collateralization" in this prospectus supplement.

THE TIMING OF CHANGES IN THE RATE OF PREPAYMENTS MAY SIGNIFICANTLY AFFECT THE
ACTUAL YIELD TO YOU, EVEN IF THE AVERAGE RATE OF PRINCIPAL PREPAYMENTS IS
CONSISTENT WITH YOUR EXPECTATIONS

          In general, the earlier the payment of principal of the related
Mortgage Loans, the greater the effect on your yield to maturity. As a result,
the effect on your yield of principal prepayments occurring at a rate higher (or
lower) than the rate you anticipate during the period immediately following the
issuance of the Certificates will not be offset by a subsequent like reduction
(or increase) in the rate of principal prepayments.

THE VARIABLE RATE OF INTEREST ON THE OFFERED CERTIFICATES WILL AFFECT YOUR YIELD

          The mortgage interest rate on each Mortgage Loan will be fixed for an
initial period of approximately one month, six months or three, five, seven or
ten years from its date of origination. After the applicable fixed-rate period,
the mortgage interest rate on each Mortgage Loan will adjust monthly,
semi-annually or annually to equal the sum of the applicable index and a gross
margin. Mortgage interest rate adjustments will be subject to the limitations
stated in the mortgage note on increases and decreases for any adjustment (i.e.,
a "periodic cap"). In addition, the mortgage interest rate for each Mortgage
Loan will be subject to an overall maximum mortgage interest


                                      S-35



rate and a minimum mortgage interest rate equal to the applicable gross margin.
The pass through rate on each certificate may decrease, and may decrease
significantly, after the mortgage interest rates on the applicable Mortgage
Loans begin to adjust as a result of, among other factors, the dates of
adjustment, the gross margins and changes in the applicable indices. In
addition, even if the applicable index increases, a rate ceiling or a periodic
cap may limit the mortgage interest rate, which could adversely affect the yield
on the related certificates.

ADJUSTABLE-RATE MORTGAGE LOAN BORROWERS MAY BE MORE LIKELY TO PREPAY

          Mortgage interest rates on the Mortgage Loans at any time may not
equal the prevailing mortgage interest rates for similar adjustable-rate loans,
and accordingly the prepayment rate may be lower or higher than would otherwise
be anticipated. Moreover, some mortgagors who prefer the certainty provided by
fixed-rate Mortgage Loans may nevertheless obtain adjustable-rate Mortgage Loans
at a time when they regard the mortgage interest rates (and, therefore, the
payments) on fixed-rate Mortgage Loans as unacceptably high. These mortgagors
may be induced to refinance adjustable-rate Mortgage Loans when the mortgage
interest rates and monthly payments on comparable fixed-rate Mortgage Loans
decline to levels which these mortgagors regard as acceptable, even though these
mortgage interest rates and monthly payments may be significantly higher than
the current mortgage interest rates and monthly payments on the mortgagors'
adjustable-rate Mortgage Loans. The ability to refinance a Mortgage Loan will
depend on a number of factors prevailing at the time refinancing is desired,
such as, among other things, real estate values, the mortgagor's financial
situation, prevailing mortgage interest rates, the mortgagor's equity in the
related mortgaged property, tax laws and prevailing general economic conditions.
Further, because the pass-through rates on the Certificates will be based on the
weighted average of the net mortgage interest rates of the related Mortgage
Loans, disproportionate principal payments on the related Mortgage Loans having
net mortgage interest rates higher or lower than the then current pass-through
rates on the Certificates will affect the pass-through rates for the
Certificates for future periods and the yields on the Certificates.

LIMITED SOURCE OF PAYMENTS - NO RECOURSE TO DEPOSITOR, SPONSOR, MASTER SERVICER,
SERVICERS, SECURITIES ADMINISTRATOR OR TRUSTEE

          Proceeds of the Mortgage Loans will be the sole source of payments on
the Certificates. The Certificates do not represent an interest in or obligation
of the Depositor, the Sponsor, the Master Servicer, the Servicers, the
Securities Administrator, the Trustee or any of their affiliates. There are,
however, limited obligations of the Depositor, the Sponsor and Originators with
respect to certain breaches of representations and warranties, and limited
obligations of the Servicers with respect to their servicing obligations and the
Master Servicer with respect to its master servicing obligations.

          Neither the Certificates nor the Mortgage Loans will be guaranteed by
or insured by any governmental agency or instrumentality, the Depositor, the
Sponsor, the Master Servicer, the Servicers, the Securities Administrator, the
Trustee or any of their affiliates. Consequently, if payments on the Mortgage
Loans are insufficient or otherwise unavailable to make all payments required on
the Certificates, there will be no recourse to the Depositor, the Sponsor, the
Master Servicer, the Servicers, the Securities Administrator, the Trustee or any
of their affiliates.

LIMITED LIQUIDITY

          The Underwriter intends to make a market for purchase and sale of the
Offered Certificates after their initial issuance, but the Underwriter has no
obligation to do so. There is no assurance that such a secondary market will
develop or, if it does develop, that it will provide you with liquidity of
investment or that it will continue for the life of the Offered Certificates. As
a result, you may not be able to sell your Certificates or you may not be able
to sell your Certificates at a high enough price to produce your desired return
on investment.

          The secondary market for mortgage-backed securities has experienced
periods of illiquidity and can be expected to do so in the future. Illiquidity
means that there may not be any purchasers for your class of Certificates.
Although any class of Certificates may experience illiquidity, it is more likely
that classes of Certificates that are more sensitive to prepayment, credit or
interest rate risk (such as the Interest Only, Super Senior Support or
Subordinated Certificates) will experience illiquidity.


                                      S-36



GEOGRAPHIC CONCENTRATION MAY INCREASE RISK OF LOSS DUE TO ADVERSE ECONOMIC
CONDITIONS OR NATURAL DISASTER

          At various times, certain geographic regions will experience weaker
economic conditions and housing markets and, consequently, will experience
higher rates of delinquency and loss on mortgage loans generally. In addition,
California, Florida and several other states have experienced natural disasters,
including earthquakes, fires, floods and hurricanes, which may adversely affect
property values. Although mortgaged properties located in certain identified
flood zones will be required to be covered, to the maximum extent available, by
flood insurance, no mortgaged properties will otherwise be required to be
insured against earthquake damage or any other loss not covered by standard
hazard insurance policies. Any concentration of mortgaged properties in a state
or region may present unique risk considerations.

          The following chart lists the states with concentrations of mortgaged
properties in excess of 10% in the mortgage pool:



                                                                                         AGGREGATE   AGGREGATE
   LOAN          LOAN          LOAN        LOAN        LOAN        LOAN        LOAN        LOAN        LOAN
  GROUP 1       GROUP 2       GROUP 3     GROUP 4     GROUP 5    GROUP 6A    GROUP 6B     GROUP X     GROUP 6
----------  --------------  ----------  ----------  ----------  ----------  ----------  ----------  ----------

California  California      California  California  California  California  California  California  California
            South Carolina  Florida     Florida                                         Florida
            Florida


          Any deterioration in housing prices in a state or region due to
adverse economic conditions, natural disaster or other factors, and any
deterioration of economic conditions in a state or region that adversely affects
the ability of borrowers to make payments on the Mortgage Loans, may result in
losses on the Mortgage Loans. Any losses may adversely effect the yield to
maturity of the Offered Certificates.

RECENT STORMS MAY ADVERSELY AFFECT HOLDERS OF THE OFFERED CERTIFICATES

          Mortgaged properties located in Louisiana, Alabama, Mississippi,
Florida, Texas and certain other states may have sustained damage as a result of
Hurricanes Katrina, Rita, Wilma and other recent hurricanes and tropical storms
or may sustain damage in the future from hurricanes or tropical storms. The
concentration of mortgaged properties by state and geographic areas are
identified under the tables entitled "Geographic Distribution of Mortgaged
Properties" in Appendix A to this prospectus supplement. In addition, even if a
mortgaged property is undamaged, a borrower's ability to make payments on the
related Mortgage Loan may be affected as the result of interruption or loss of
employment due to destruction of businesses in the affected areas or forced
evacuations. Furthermore, as a result of these evacuations some borrowers may be
reluctant or unable to make payments on their Mortgage Loans while prevented
from occupying their mortgaged properties. None of the Depositor, the Master
Servicer, the Servicers or the Originator has determined whether any of the
mortgaged properties has been damaged by any storm or whether a borrower has
been otherwise adversely affected. As a result, there can be no assurance that
material damage to any mortgaged property in the affected regions has not
occurred or that losses or delinquencies resulting from such storms will not
occur.

          Each Originator will have represented that, as of the date of transfer
of the Mortgage Loans to the Sponsor, and the Sponsor will represent, as of the
Closing Date, that each mortgaged property is free from material damage. In the
event of a breach of such representation with respect to a mortgaged property,
the Originators or Sponsor will be obligated to repurchase such Mortgage Loan or
substitute a Mortgage Loan meeting the requirements of the Pooling and Servicing
Agreement. See "The Pooling and Servicing Agreement and the Servicing
Agreements--Repurchases of the Mortgage Loans" in this prospectus supplement.
Any such repurchases will have the same effect as prepayments of the affected
Mortgage Loans.

          Any repurchases of the Mortgage Loans may reduce the weighted average
lives of the Offered Certificates and therefore may adversely affect the yields
on any Offered Certificates which are purchased at a premium.

          Losses resulting from delinquencies and defaults on Mortgage Loans as
a consequence of Hurricanes Katrina, Rita or Wilma or other storms, other than
as a consequence of damage to the mortgaged properties incurred before the
Closing Date, will be borne by the Certificates.


                                      S-37



RESIDENTIAL REAL ESTATE VALUES MAY FLUCTUATE AND ADVERSELY AFFECT YOUR
INVESTMENT

          There can be no assurance that values of the mortgaged properties have
remained or will remain at their levels on the dates of origination of the
related Mortgage Loans. The value of any mortgaged property generally will
change over time from its value on the appraisal or sales date. If residential
real estate values generally or in a particular geographic area decline, the
loan-to-value ratios shown under "The Mortgage Pool" might not be a reliable
indicator of the rates of delinquencies, foreclosures and losses that could
occur on the Mortgage Loans. If the residential real estate market should
experience an overall decline in property values large enough to cause the
outstanding balances of the Mortgage Loans and any secondary financing on the
related mortgaged properties to equal or exceed the value of the mortgaged
properties, delinquencies, foreclosures and losses could be higher than those
now generally experienced in the mortgage lending industry or in the sponsor's
prior securitizations involving the Depositor.

          In addition, adverse economic conditions and other factors (which may
or may not affect real property values) may affect the mortgagors' timely
payment of scheduled payments of principal and interest on the Mortgage Loans
and, accordingly, the actual rates of delinquencies, foreclosures and losses
with respect to the Mortgage Pool. These other factors could include excessive
building resulting in an oversupply of housing in a particular area or a
decrease in employment reducing the demand for housing in an area. To the extent
that credit enhancements do not cover such losses, your yield may be adversely
impacted.

RIGHTS OF BENEFICIAL OWNERS MAY BE LIMITED BY BOOK-ENTRY SYSTEM

          All of the Offered Certificates, other than the Class 2-A-R
Certificate, are Book-Entry Certificates and will be held through the book-entry
system of The Depository Trust Company.

          Transactions in the Book-Entry Certificates generally can be effected
only through DTC and Participants. As a result:

          o    your ability to pledge Book-Entry Certificates to entities that
               do not participate in the DTC system, or to otherwise act with
               respect to Book-Entry Certificates, may be limited due to the
               lack of a physical certificate for your Certificates; and

          o    under a book-entry format, you may experience delays in the
               receipt of payments, since distributions will be made by the
               Securities Administrator to DTC, and not directly to you.

          For a more detailed discussion of the Book-Entry Certificates, see
"Description of the Certificates" in this prospectus supplement.

THE RECORDING OF THE MORTGAGES IN THE NAME OF MERS MAY AFFECT THE YIELD ON THE
CERTIFICATES

          The mortgages or assignments of mortgage for some of the Mortgage
Loans may have been recorded in the name of Mortgage Electronic Registration
Systems, Inc., or MERS, solely as nominee for the related Originator and its
successors and assigns, including the Issuing Entity. Subsequent assignments of
those mortgages are registered electronically through the MERS system. However,
if MERS discontinues the MERS system and it becomes necessary to record an
assignment of mortgage to the Trustee, any related expenses will be paid by the
issuing entity and will reduce the amount available to make distributions on the
related Certificates.

          The recording of mortgages in the name of MERS is a relatively new
practice in the mortgage lending industry. Public recording officers and others
may have limited, if any, experience with lenders seeking to foreclose
mortgages, assignments of which are registered with MERS. Accordingly, delays
and additional costs in commencing, prosecuting and completing foreclosure
proceedings and conducting foreclosure sales of the mortgaged properties could
result. Those delays and the additional costs could in turn delay the
distribution of liquidation proceeds to certificateholders and increase the
amount of losses on the Mortgage Loans. In that regard, a Florida court recently
ruled that MERS lacked standing to pursue foreclosure proceedings on behalf of
the beneficial owners of several mortgage notes who were not named parties to
the proceedings.


                                      S-38



AN ORIGINATOR MAY NOT BE ABLE TO REPURCHASE DEFECTIVE MORTGAGE LOANS

          Each of the Originators have made or will make various representations
and warranties related to the Mortgage Loans. If an Originator fails to cure a
material breach of its representations and warranties with respect to any
Mortgage Loan sold by it in a timely manner, then that Originator would be
required to repurchase, or in certain circumstances substitute for, the
defective Mortgage Loan. It is possible that an Originator may not be capable of
repurchasing or substituting for any defective mortgage loans, for financial or
other reasons. The inability of an Originator to repurchase or substitute for
defective Mortgage Loans would likely cause the Mortgage Loans to experience
higher rates of delinquencies, defaults and losses. As a result, shortfalls in
the distributions due on the Certificates could occur.

TAX CONSEQUENCES OF RESIDUAL CERTIFICATE

          o    The Class 2-A-R Certificate will be the sole "residual interest"
               in each REMIC for federal income tax purposes.

          o    The holder of the Class 2-A-R Certificate must report as ordinary
               income or loss the net income or the net loss of each REMIC
               whether or not any cash distributions are made to it. This
               allocation of income or loss may result in a zero or negative
               after-tax return. No cash distributions are expected to be made
               with respect to the Class 2-A-R Certificate other than the
               distribution of its class balance and interest on that balance.

          o    Treasury regulations require a seller of the Class 2-A-R
               Certificate to either pay the buyer an amount designed to
               compensate the buyer for assuming the tax liability or transfer
               only to certain eligible transferees should the seller wish to
               qualify for "safe harbor" protection from possible disregard of
               such a transfer.

          o    Due to its tax consequences, the Class 2-A-R Certificate will be
               subject to restrictions on transfer that may affect its
               liquidity. In addition, the Class 2-A-R Certificate may not be
               acquired by Plans.

          See "Description of the Certificate--Restrictions on Transfer of the
Class 2-A-R Certificate," "Prepayment and Yield Considerations--Yield on the
Class 2-A-R Certificate," "ERISA Considerations" and "Federal Income Tax
Consequences" in this prospectus supplement.

UNITED STATES MILITARY OPERATIONS MAY INCREASE RISK OF RELIEF ACT SHORTFALLS

          As a result of military operations in Afghanistan and Iraq, the United
States has placed a substantial number of armed forces reservists and members of
the National Guard on active duty status. It is possible that the number of
reservists and members of the National Guard placed on active duty status may
remain at high levels for an extended time. To the extent that a member of the
military, or a member of the armed forces reserves or National Guard who is
called to active duty, is a mortgagor of a Mortgage Loan in the trust, the
interest rate limitation of the Servicemembers Civil Relief Act, and any
comparable state law, will apply. This may result in interest shortfalls on the
Mortgage Loans, which will be borne by all interest-bearing classes of
Certificates. Neither the Sponsor nor the Depositor has taken any action to
determine whether any of the Mortgage Loans would be affected by these interest
rate limitations. See "Description of Certificates--Interest" in this prospectus
supplement and "Certain Legal Aspects of the Mortgage Loans--Servicemembers
Civil Relief Act and Similar Laws" in the prospectus.

THE RIGHTS OF THE NIMS INSURER COULD ADVERSELY AFFECT THE OFFERED GROUP 1
CERTIFICATES

          After the Closing Date, a separate entity may be established to issue
net interest margin securities secured by all or a portion of the Class 1-CE and
Class 1-P Certificates. A NIMS Insurer may issue a financial guaranty insurance
policy that guarantees payments on those securities. If the net interest margin
securities are so insured, the NIMS Insurer will have a number of rights under
the Pooling Agreement that could adversely affect holders of the Offered Group 1
Certificates. Pursuant to the Pooling Agreement, unless the NIMS Insurer fails
to make a required


                                      S-39



payment under the policy insuring the net interest margin securities or the NIMS
Insurer is the subject of a bankruptcy proceeding, the NIMS Insurer will be
entitled to exercise, among others, the following rights of the holders of the
Offered Group 1 Certificates, without their consent, and the holders of the
Offered Group 1 Certificates will be able to exercise such rights only with the
prior written consent of the NIMS Insurer. Rights of the NIMS Insurer under the
Pooling Agreement may include, but are not limited to, the following:

     o    the right to control the voting rights of the Group 1 Certificates in
          directing the Trustee to terminate the rights and obligations of the
          Master Servicer under the Pooling Agreement upon a default by the
          Master Servicer;

     o    the right to control the voting rights of the Group 1 Certificates in
          directing the removal of the Trustee or any co-trustee, the Securities
          Administrator or custodian pursuant to the Pooling Agreement for
          failure of such party to perform its obligations thereunder;

     o    the right to control the voting rights of the Group 1 Certificates in
          directing the Trustee or the Securities Administrator to make
          investigations and take actions pursuant to the Pooling Agreement;

     o    the right to purchase all of the Group 1 Mortgage Loans and related
          REO Properties and thereby effect the early retirement of the Group 1
          Certificates under the circumstances set forth under "The Pooling and
          Servicing Agreement and Servicing Agreements--Optional Termination" in
          this Prospectus Supplement; and

     o    the right to direct the Depositor to purchase on behalf of the NIMS
          Insurer Mortgage Loans delinquent in payment 180 days or more.

          In addition, unless the NIMS Insurer fails to make a required payment
under the policy insuring the net interest margin securities or the NIMS Insurer
is the subject of a bankruptcy proceeding, the NIMS Insurer's consent will be
required before, among other things, any amendment to the Pooling Agreement
affecting the Group 1 Certificates.

          Investors in the Offered Certificates should note that:

     o    any insurance policy issued by the NIMS Insurer will not cover, and
          will not benefit in any manner whatsoever the Offered Certificates;

     o    the rights granted to the NIMS Insurer are extensive;

     o    the interests of the NIMS Insurer may be inconsistent with, and
          adverse to the interests of the holders of the Offered Certificates
          and the NIMS Insurer has no obligation or duty to consider the
          interests of the Offered Certificates in connection with the exercise
          or nonexercise of the NIMS Insurer's rights; and

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

The following additional Risk Factors relate to the Offered Group 1 Certificates

THERE IS A RISK THAT INTEREST PAYMENTS ON THE GROUP 1 MORTGAGE LOANS MAY BE
INSUFFICIENT TO MAINTAIN OVERCOLLATERALIZATION

          Because the weighted average of the mortgage interest rates on the
Group 1 Mortgage Loans is expected to be higher than the weighted average of the
pass-through rates on the Offered Group 1 Certificates, the Group 1 Mortgage
Loans are expected to generate more interest than is needed to pay interest owed
on the Offered Group 1 Certificates as well as certain fees and expenses of the
Issuing Entity allocable to the Group 1 Certificates (including any payments to
the Supplemental Interest Trust in respect of any Net Swap Payment owed to the
Swap Provider


                                      S-40



and any Swap Termination Payment, other than a Swap Termination Payment
resulting from a Swap Provider Trigger Event). After these financial obligations
of the Issuing Entity are covered, the available excess interest will be used to
maintain overcollateralization. Any remaining interest will then be used to
compensate for losses that occur on the Group 1 Mortgage Loans. There can be no
assurance, however, that enough excess interest will be generated to maintain
the overcollateralization level required by the rating agencies. The factors
described below, as well as the factors described in the next Risk Factor, will
affect the amount of excess interest that the Group 1 Mortgage Loans will
generate:

     o    When a Group 1 Mortgage Loan is prepaid in full or repurchased, excess
          interest will generally be reduced because the Group 1 Mortgage Loan
          will no longer be outstanding and generating interest or, in the case
          of a partial prepayment, will be generating less interest.

     o    Every time a Group 1 Mortgage Loan is liquidated or written off,
          excess interest will be reduced because such Group 1 Mortgage Loan
          will no longer be outstanding and generating interest.

     o    If the rates of delinquencies, defaults or losses on the Group 1
          Mortgage Loans are higher than expected, excess interest will be
          reduced by the amount necessary to compensate for any shortfalls in
          cash available on such date to pay holders of the Offered Group 1
          Certificates.

     o    The pass-through rates of the Offered Group 1 Certificates are based
          on Certificate One-Month LIBOR while the Group 1 Mortgage Loans have
          mortgage interest rates that are adjustable based on One-Month LIBOR,
          Six-Month LIBOR, One-Year LIBOR or One-Year CMT. As a result, the
          pass-through rates on the Offered Group 1 Certificates may increase
          relative to interest rates on the Group 1 Mortgage Loans, thus
          requiring that more of the interest generated by the Group 1 Mortgage
          Loans be applied to cover interest on the Offered Group 1
          Certificates.

CREDIT ENHANCEMENT FOR GROUP 1 SENIOR CERTIFICATES INCREASES RISK OF LOSS FOR
THE CLASS 1-M CERTIFICATES

          The protections afforded the Group 1 Senior Certificates in this
transaction create risks for the Class 1-M Certificates. Prior to any purchase
of any Class 1-M Certificates, consider the following factors that may adversely
impact your yield:

     o    Because the Class 1-M Certificates receive interest and principal
          distributions after the Group 1 Senior Certificates receive such
          distributions, there is a greater likelihood that the Class 1-M
          Certificates will not receive the distributions to which they are
          entitled on any Distribution Date.

     o    If a Servicer determines not to advance a delinquent payment on a
          Group 1 Mortgage Loan because such amount is not recoverable from a
          mortgagor, there may be a shortfall in distributions on the Group 1
          Certificates which may impact the Class 1-M Certificates.

     o    The portion of the shortfalls in the amount of interest collections on
          Group 1 Mortgage Loans that are attributable to prepayments in full or
          partial prepayments and are not covered by a Servicer may result in a
          shortfall in distributions on the Group 1 Certificates, which will
          impact the Class 1-M Certificates.

     o    The Class 1-M Certificates are not expected to receive principal
          distributions until, at the earliest, May 2009 (unless the Group 1
          Senior Certificates are reduced to zero prior to such date).

     o    Losses resulting from the liquidation of defaulted Group 1 Mortgage
          Loans will first reduce monthly excess cashflow and then reduce the
          level of overcollateralization, if any, for the Offered Group 1
          Certificates. Realized losses on the Group 1 Mortgage Loans, to the
          extent they exceed the amount of excess interest and
          overcollateralization following distributions of principal on the
          related distribution date and any Net Swap Payments received under the
          Interest Rate Swap Agreement will be allocated to the Class 1-M
          Certificates in reverse order of payment priority. No principal or
          interest will be distributable on the amount by which the class
          balance of a class has been reduced by a realized loss allocated to a
          Class 1-M Certificate (except where a class balance has been increased
          by a recovery). A loss allocation results in a


                                      S-41



          reduction in a class balance without a corresponding distribution of
          cash to the holder. A lower class balance will result in less interest
          accruing on the Certificate.

     o    The earlier in the transaction that a loss on a Group 1 Mortgage Loan
          occurs, the greater the impact on yield.

          See "Description of the Certificates" and "Prepayment and Yield
Considerations" in this Prospectus Supplement for more detail.

THE INTEREST RATE SWAP AGREEMENT AND THE SWAP PROVIDER

          Any amounts received by the Supplemental Interest Trust Trustee from
the Swap Provider under the Interest Rate Swap Agreement will be applied as
described in this prospectus supplement to pay interest shortfalls and cap
carryover amounts, maintain overcollateralization and pay realized loss
amortization amounts. However, no amounts will be payable by the Swap Provider
unless the floating amount owed by the Swap Provider on a distribution date
exceeds the fixed amount owed to the Supplemental Interest Trust for the benefit
of the Swap Provider on such distribution date. This will not occur except in
periods when one-month LIBOR (as determined pursuant to the Interest Rate Swap
Agreement) generally exceeds 5.319%. No assurance can be made that any amounts
will be received by the supplemental interest trust trustee under the Interest
Rate Swap Agreement, or that any such amounts that are received will be
sufficient to maintain required overcollateralization or to cover interest
shortfalls, cap carryover amounts and realized loss amortization amounts. Any
Net Swap Payment payable to the Supplemental Interest Trust for the benefit of
the Swap Provider under the terms of the Interest Rate Swap Agreement will
reduce amounts available for distribution to holders of the Offered Group 1
Certificates, and may reduce the pass-through rates of the Offered Group 1
Certificates. If the rate of prepayments on the Group 1 Mortgage Loans is faster
than anticipated, the schedule on which payments due under the Interest Rate
Swap Agreement are calculated may exceed the aggregate principal balance of the
Group 1 Mortgage Loans, thereby increasing the relative proportion of interest
collections on the Group 1 Mortgage Loans that must be applied to make Net Swap
Payments to the Supplemental Interest Trust for the benefit of the Swap
Provider. The combination of a rapid rate of prepayment and low prevailing
interest rates could adversely affect the yields on the Offered Group 1
Certificates. In addition, any termination payment payable by the Supplemental
Interest Trust Trustee to the Swap Provider (other than a termination payment
resulting from a Swap Provider Trigger Event) in the event of early termination
of the Interest Rate Swap Agreement will reduce amounts available for
distribution to holders of the Offered Group 1 Certificates.

          Upon early termination of the Interest Rate Swap Agreement, the
Supplemental Interest Trust or the Swap Provider may be liable to make a Swap
Termination Payment to the other party (regardless of which party caused the
termination). The Swap Termination Payment will be computed in accordance with
the procedures set forth in the Interest Rate Swap Agreement. In the event that
a Swap Termination Payment to the Swap Provider is required, that payment will
be paid to the Supplemental Interest Trust and then to the Swap Account for
payment to the Swap Provider on the related distribution date, and on any
subsequent distribution dates until paid in full, generally prior to
distributions to holders of the Offered Group 1 Certificates. This feature may
result in losses on the Offered Group 1 Certificates. Due to the priority of the
applications of the Available Funds, the Class 1-M Certificates will bear the
effects of any shortfalls resulting from a Net Swap Payment or Swap Termination
Payment by the Supplemental Interest Trust before such effects are borne by the
Group 1 Senior Certificates and one or more classes of the Class 1-M
Certificates may suffer a loss as a result of such payment. Investors should
note that the level of one-month LIBOR as of April 26, 2006 is approximately
5.000% which means the supplemental interest trust will make a Net Swap Payment
to the Swap Provider unless and until one-month LIBOR equals approximately
5.319%.

          To the extent that distributions on the Class 1-M Certificates depend
in part on payments to be received by the Supplemental Interest Trust under the
Interest Rate Swap Agreement from the Swap Provider, the ability of the
Supplemental Interest Trust Trustee to make such distributions on such
Certificates will be subject to the credit risk of the Swap Provider to the
Interest Rate Swap Agreement. In addition, no assurance can be made that in the
event of an early termination of the Interest Rate Swap Agreement, the depositor
will be able to obtain a replacement interest rate swap agreement. See
"Description of the Offered Certificates--Interest Rate Swap Agreement, the Swap
Provider and the Swap Account" in this prospectus supplement.


                                      S-42



                                THE MORTGAGE POOL

          The following descriptions of the Mortgage Loans and the mortgaged
properties are based upon the expected characteristics of the Mortgage Loans as
of the close of business on the Cut-off Date. The balances shown have been
adjusted for the scheduled principal payments due on or before the Cut-off Date.
Prior to the Closing Date, Mortgage Loans may be removed from the Loan Groups
and other Mortgage Loans may be substituted for them. The Depositor believes
that the information set forth in this prospectus supplement is representative
of the characteristics of the Loan Groups as they will be constituted on the
Closing Date. Unless the context requires otherwise, references below and in
Appendix A to this prospectus supplement to percentages of the Mortgage Loans in
a Loan Group or Aggregate Loan Group are approximate percentages of the
aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group or
in Aggregate Loan Group as of the Cut-off Date.

          The Issuing Entity will consist primarily of a pool (the "MORTGAGE
POOL") of adjustable-rate mortgage loans (the "MORTGAGE LOANS") secured by first
liens on one- to four-family residential properties. The Mortgage Loans have
been divided into seven Loan Groups. The Mortgage Loans in each Loan Group and
Aggregate Loan Group have the characteristics set forth in the tables under
"Summary of Terms--Mortgage Pool."

          The Mortgage Pool consists of Mortgage Loans either originated by the
Sponsor or purchased by the Sponsor from the other Originators and either (i)
originated by those Originators or (ii) purchased by those Originators from
various entities that either originated the Mortgage Loans or acquired the
Mortgage Loans pursuant to mortgage loan purchase programs operated by such
entities.

          The table below sets forth the percentage of Mortgage Loans in each
Loan Group and Aggregate Loan Group that were originated or acquired by each of
the entities listed below:



                                           COUNTRYWIDE
                         BANK OF AMERICA    HOME LOANS   GREENPOINT   INDYMAC BANK   WELLS FARGO BANK
                         ---------------   -----------   ----------   ------------   ----------------

Loan Group 1                   0.19%          82.84%       16.61%          0.00%           0.36%
Loan Group 2                 100.00%           0.00%        0.00%          0.00%           0.00%
Loan Group 3                 100.00%           0.00%        0.00%          0.00%           0.00%
Loan Group 4                 100.00%           0.00%        0.00%          0.00%           0.00%
Loan Group 5                 100.00%           0.00%        0.00%          0.00%           0.00%
Loan Group 6A                  0.00%           0.00%        0.00%        100.00%           0.00%
Loan Group 6B                  0.00%           0.00%        0.00%        100.00%           0.00%
Aggregate Loan Group X       100.00%           0.00%        0.00%          0.00%           0.00%
Aggregate Loan Group 6         0.00%           0.00%        0.00%        100.00%           0.00%


          For a description of the underwriting standards of the Originators who
originated over 20% of the Mortgage Loans in any Loan Group, see "Mortgage Loan
Underwriting Standards--Bank of America's Underwriting Standards,"
"--Countrywide Home Loans' Underwriting Standards" and "--IndyMac Bank's
Underwriting Standards" and in this prospectus supplement below.

          The Mortgage Loans will be sold by the Sponsor to the Depositor on the
Closing Date pursuant to a mortgage loan purchase agreement between the Sponsor
and the Depositor (the "MORTGAGE LOAN PURCHASE AGREEMENT"). See "The Pooling and
Servicing Agreement and the Servicing Agreements--Repurchases of Mortgage Loans"
in this prospectus supplement.

          Certain of the Mortgage Loans were originated using underwriting
standards that are different from, and in certain respects, less stringent than
the general underwriting standards of the applicable Originators. See "Risk
Factors--Alternative Underwriting Standards May Increase Risk of Loss," and
"Mortgage Loan Underwriting Standards--Bank of America's Underwriting
Standards," "--Countrywide Home Loans' Underwriting Standards" and "--IndyMac
Bank's Underwriting Standards" in this prospectus supplement.

          The Mortgage Loans will have scheduled monthly payments of interest
and, except for those with initial interest only periods (which Mortgage Loans
will have no scheduled payments of principal during such initial


                                      S-43



interest only period) principal due on the first day of each month. Each
Mortgage Loan bears interest initially at a fixed rate and then at a variable
rate of interest, based upon the applicable Index.

          The Mortgage Loans were selected by the Sponsor, with advice from Banc
of America Securities LLC as to the characteristics of the Mortgage Loans that
will optimize marketability of the Certificates, from the Sponsor's originated
portfolio of first lien, closed-end, adjustable-rate mortgage loans, and were
chosen to meet the requirements imposed by the rating agencies to achieve the
credit support percentages listed under "Summary of Terms--Credit
Support--Subordination."

          As of the Cut-off Date, certain of the Mortgage Loans in Loan Group 1,
Loan Group 6A and Loan Group 6B were covered by existing lender-paid primary
mortgage insurance policies (each, a "LPMI POLICY"). The related premium will be
paid by the applicable Servicer from a portion of the interest payment due from
the related borrower and the per annum premium rate will be set forth in the
mortgage loan schedule attached to the Pooling Agreement. See "Summary of
Terms--Mortgage Pool" for the percentages of these Mortgage Loans covered by a
LPMI Policy in each Loan Group.

          As of the Cut-off Date, no Mortgage Loan was delinquent and no
Mortgage Loan has been more than 30 days delinquent more than twice during the
preceding twelve months.

          As of the Cut-off Date, approximately 90.84% of the Group 1 Mortgage
Loans, approximately 92.91% of the Group 2 Mortgage Loans, approximately 69.71%
of the Group 3 Mortgage Loans, approximately 69.34% of the Group 4 Mortgage
Loans, approximately 92.25% of the Group 5 Mortgage Loans, approximately 86.94%
of the Group 6A Mortgage Loans and approximately 91.16% of the Group 6B Mortgage
Loans are Interest Only Mortgage Loans. "INTEREST ONLY MORTGAGE LOANS" are
Mortgage Loans that require only payments of interest for the first ten or
fifteen years following origination.

          As of the Cut-off Date, approximately 1.17% of the Group 3 Mortgage
Loans and approximately 0.92% of the Aggregate Group X Mortgage Loans will be
subject to buydown agreements. None of the Group 1 Mortgage Loans, Group 2
Mortgage Loans, Group 4 Mortgage Loans, Group 5 Mortgage Loans, Group 6A
Mortgage Loans or Group 6B Mortgage Loans will be subject to buydown agreements.
See "The Trust Funds--The Mortgage Loans--Payment Provisions of the Mortgage
Loans" in the prospectus.

         As of the Cut-off Date, approximately 45.33% of the Group 1 Mortgage
Loans (by aggregate Stated Principal Balance of the Group 1 Mortgage Loans),
approximately 3.09% of the Group 6A Mortgage Loans (by aggregate Stated
Principal Balance of the Group 6A Mortgage Loans), approximately 2.92% of the
Group 6B Mortgage Loans (by aggregate Stated Principal Balance of the Group 6B
Mortgage Loans) and approximately 2.97% of the Aggregate Group 6 Mortgage Loans
(by aggregate Stated Principal Balance of the Aggregate Group 6 Mortgage Loans)
required that the mortgagor pay to the lender a penalty (a "PREPAYMENT PREMIUM")
under certain circumstances on certain prepayments equal to a percentage of the
principal amount prepaid. Substantially all of these Prepayment Premiums are
scheduled to expire by the end of January 2011. These Prepayment Premiums may
discourage a mortgagor from prepaying its Mortgage Loan during the applicable
period. Prepayment Premiums on the Group 1 Mortgage Loans that were acquired by
the Sponsor from GreenPoint Mortgage Funding, Inc. will be paid to the holder of
the Class 1-P Certificates. Prepayment Premiums on the other Group 1 Mortgage
Loans will be retained by the applicable Servicer as additional compensation.
Prepayment Premiums on the Group 6A Mortgage Loans and Group 6B will be included
in the Pool Distribution Amounts for the related Loan Groups.

         As of the Cut-off Date, no Mortgage Loan will have a Loan-to-Value
Ratio of more than 95.00%. The "LOAN-TO-VALUE RATIO" of a Mortgage Loan
generally means the ratio, expressed as a percentage, of (i) the principal
balance of the Mortgage Loan at origination divided by (ii) the lesser of (a)
the value of the related mortgaged property, based on the lesser of any
appraisal (or in certain cases, an automated valuation model or tax assessed
value) made at the time of origination of the Mortgage Loan or (b) the purchase
price; provided, however, that in the case of a refinanced Mortgage Loan, the
value will be based solely on the appraisal (or automated valuation model or tax
assessed value) made in connection with the origination of such refinanced
Mortgage Loan. The value of any mortgaged property generally will change from
the level that existed on the appraisal or sales date. If residential real
estate values generally or in a particular geographic area decline, the
Loan-to-Value Ratios might not be a reliable indicator of the rates of
delinquencies, foreclosures and losses that could occur with respect to the


                                      S-44



Mortgage Loans. For more information on the Loan-to-Value Ratios of the Mortgage
Loans, see the "Original Loan-to-Value Ratios" tables in Appendix A to this
prospectus supplement. Subject to minor exceptions permitted in the discretion
of the Originator of the Mortgage Loan, each Mortgage Loan with a Loan-to-Value
Ratio at origination in excess of 80% will be covered by a primary mortgage
guaranty insurance policy which conforms to the standards of Fannie Mae or
Freddie Mac. No such primary mortgage insurance policy will be required with
respect to any such Mortgage Loan after the date on which the related
Loan-to-Value Ratio is less than 80%. Notwithstanding the foregoing, a Mortgage
Loan which at origination was covered by a primary mortgage guaranty insurance
policy may no longer be covered by such policy as a result of the mortgagor
obtaining an appraisal after origination indicating a loan-to-value ratio at the
time of such appraisal of less than 80%.

          The Originators may have used Credit Scores as part of their
origination processes. "CREDIT SCORES" are statistical credit scores obtained by
many mortgage lenders in connection with the loan application to help assess a
borrower's credit-worthiness. Credit Scores are generated by models developed by
a third party and are made available to lenders through three national credit
bureaus, Experian (FICO), Equifax (Beacon) and TransUnion (Empirica). The models
were derived by analyzing data on consumers in order to establish patterns which
are believed to be indicative of the borrower's probability of default. A Credit
Score is based on a borrower's historical credit data, including, among other
things, payment history, delinquencies on accounts, levels of outstanding
indebtedness, length of credit history, types of credit and bankruptcy
experience. Credit Scores range from approximately 300 to approximately 850,
with higher scores indicating an individual with a more favorable credit history
compared to an individual with a lower score. However, a Credit Score purports
only to be a measurement of the relative degree of risk a borrower represents to
a lender, i.e., that a borrower with a higher score is statistically expected to
be less likely to default in payment than a borrower with a lower score. In
addition, it should be noted that Credit Scores were developed to indicate a
level of default probability over a two-year period which does not correspond to
the life of a mortgage loan. Furthermore, Credit Scores were not developed
specifically for use in connection with mortgage loans, but for consumer loans
in general. Therefore, a Credit Score does not take into consideration the
effect of mortgage loan characteristics on the probability of repayment by the
borrower. The Credit Scores set forth in Appendix A to this prospectus
supplement were obtained at either the time of origination of the Mortgage Loan
or more recently. None of the Depositor, the Sponsor or any Originator makes any
representations or warranties as to the actual performance of any Mortgage Loan
or that a particular Credit Score should be relied upon as a basis for an
expectation that a borrower will repay its Mortgage Loan according to its terms.

          Each mortgage note provides for adjustments to the mortgage interest
rate thereon at the end of the initial fixed-rate period set forth on the table
on page S-12 and adjusts monthly, semi-annually or annually thereafter (each, an
"ADJUSTMENT DATE"). Each Mortgage Loan will be fully-amortized by the maturity
of such Mortgage Loan.

          On each Adjustment Date, the mortgage interest rate of each Mortgage
Loan will adjust to the sum of the applicable Index (as defined below) and the
number of basis points specified in the applicable mortgage note (the "GROSS
MARGIN"), rounded up as specified in the related note, subject to the limitation
that with respect to each Adjustment Date, the interest rate after such
adjustment may not vary from the mortgage interest rate in effect prior to such
adjustment by more than the amount specified in the mortgage note (the "PERIODIC
CAP"). The Periodic Caps for the Mortgage Loans in Loan Group 1 range from 0.00%
to 6.00% for each Adjustment Date. The Periodic Caps for the Mortgage Loans in
Loan Group 2 are 2.00% for each Adjustment Date. The Periodic Caps for the
Mortgage Loans in Loan Group 3, Loan Group 4 and Loan Group 5 are 5.00% for the
first Adjustment Date and then are 2.00% thereafter. The Periodic Caps for the
Mortgage Loans in Loan Group 6A and Loan Group 6B range from 5.00% to 6.00% for
the first Adjustment Date and then range from 1.00% to 2.00% thereafter. In
addition, adjustments to the interest rate for each Mortgage Loan are subject to
a lifetime maximum mortgage interest rate (a "RATE CEILING"). Approximately
1.92% of the Mortgage Loans in Loan Group 1 are subject to a lifetime minimum
mortgage interest rate. Approximately 98.08% of the Mortgage Loans in Loan Group
1 and all of the Mortgage Loans in Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5, Loan Group 6A and Loan Group 6B are not subject to a lifetime
minimum mortgage interest rate, and the minimum mortgage interest rate with
respect to each of these Mortgage Loans will be the applicable Gross Margin for
that Mortgage Loan. On the first due date following each Adjustment Date for
each Mortgage Loan, the monthly payment for the Mortgage Loan will be adjusted,
if necessary, to an amount that will fully amortize such Mortgage Loan at the
adjusted mortgage interest rate over its remaining scheduled term to maturity.
See the tables in Appendix A to this prospectus supplement for certain
statistical information on Rate Ceilings applicable to the Mortgage Loans in
each Loan Group.


                                      S-45



          The index for approximately 24.82% of the Mortgage Loans in Loan Group
1, approximately 57.27% of the Mortgage Loans in Loan Group 6A, approximately
63.91% of the Mortgage Loans in Loan Group 6B and all of the Mortgage Loans in
Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5 will be the arithmetic
mean of the London interbank offered rate quotations for one-year U.S.
Dollar-denominated deposits, as published in The Wall Street Journal and most
recently available either (i) as of the first business day in the month
preceding the month of the applicable Adjustment Date or (ii) up to forty-five
days before the applicable Adjustment Date ("ONE-YEAR LIBOR"). In the event
One-Year LIBOR is no longer available, the applicable Servicer will select a
substitute index in accordance with the terms of the related mortgage note in
compliance with federal and state law.

          Listed below are historical values of One-Year LIBOR available as of
the first business day in the month shown below. The values shown are intended
only to provide an historical summary of the movements of One-Year LIBOR and may
not be indicative of future rates. The source of the values shown below is
British Bankers' Association.

                                   YEAR
              ---------------------------------------------
MONTH          2006    2005    2004    2003    2002    2001
-----         -----   -----   -----   -----   -----   -----
January....   4.85%   3.11%   1.48%   1.46%   2.40%   5.94%
February...   4.95    3.27    1.47    1.46    2.57    5.11
March......   5.12    3.57    1.37    1.38    2.48    4.91
April......   5.29    3.81    1.34    1.27    3.06    4.58
May........     --    3.71    1.82    1.29    2.64    4.44
June.......     --    3.76    2.11    1.25    2.60    4.17
July.......     --    3.90    2.39    1.16    2.27    4.19
August.....     --    4.22    2.35    1.44    1.97    3.80
September..     --    4.13    2.26    1.45    1.92    3.59
October....     --    4.48    2.49    1.24    1.66    2.68
November...     --    4.72    2.54    1.48    1.62    2.29
December...     --    4.82    2.96    1.60    1.73    2.34

          The index for approximately 55.86% of the Mortgage Loans in Loan Group
1, approximately 42.73% of the Mortgage Loans in Loan Group 6A and approximately
34.91% of the Mortgage Loans in Loan Group 6B will be the arithmetic mean of the
London interbank offered rate quotations for six-month U.S. Dollar-denominated
deposits, as published in The Wall Street Journal and most recently available
either (i) as of the first business day in the month preceding the month of the
applicable Adjustment Date or (ii) up to forty-five days before the applicable
Adjustment Date ("SIX-MONTH LIBOR"). In the event Six-Month LIBOR is no longer
available, the applicable Servicer will select a substitute index in accordance
with the terms of the related mortgage note in compliance with federal and state
law.

          Listed below are historical values of Six-Month LIBOR available as of
the first business day in the month shown below. The values shown are intended
only to provide an historical summary of the movements of Six-Month LIBOR and
may not be indicative of future rates. The source of the values shown below is
British Bankers' Association.

                                   YEAR
              ---------------------------------------------
MONTH          2006    2005    2004    2003    2002    2001
-----         -----   -----   -----   -----   -----   -----
January....   4.71%   2.79%   1.22%   1.38%   1.96%   6.16%
February...   4.82    2.97    1.21    1.35    2.08    5.22
March......   4.98    3.19    1.17    1.34    2.04    4.95
April......   5.14    3.39    1.16    1.23    2.36    4.64
May........     --    3.43    1.38    1.26    2.12    4.30
June.......     --    3.54    1.61    1.24    2.08    3.93
July.......     --    3.73    1.90    1.12    1.95    3.90
August.....     --    3.95    1.94    1.21    1.83    3.67
September..     --    4.00    1.98    1.20    1.80    3.47
October....     --    4.27    2.20    1.16    1.66    2.54
November...     --    4.47    2.32    1.23    1.57    2.17
December...     --    4.63    2.63    1.27    1.47    2.00

          The index for approximately 18.96% of the Mortgage Loans in Loan Group
1 will be the arithmetic mean of the London interbank offered rate quotations
for one-month U.S. Dollar-denominated deposits, as published in The Wall Street
Journal and most recently available either (i) as of the first business day in
the month preceding the


                                      S-46



month of the applicable Adjustment Date or (ii) up to forty-five days before the
applicable Adjustment Date ("ONE-MONTH LIBOR" and together with One-Year LIBOR,
an "INDEX"). In the event One-Month LIBOR is no longer available, the applicable
Servicer will select a substitute index in accordance with the terms of the
related mortgage note in compliance with federal and state law.

          Listed below are historical values of One-Month LIBOR available as of
the first business day in the month shown below. The values shown are intended
only to provide an historical summary of the movements of One-Month LIBOR and
may not be indicative of future rates. The source of the values shown below is
British Bankers' Association.

                                   YEAR
              ---------------------------------------------
MONTH          2006    2005    2004    2003    2002    2001
-----         -----   -----   -----   -----   -----   -----
January....   4.40%   2.40%   1.12%   1.38%   1.86%   6.55%
February...   4.57    2.59    1.10    1.34    1.86    5.56
March......   4.64    2.72    1.10    1.34    1.87    5.29
April......   4.83    2.87    1.09    1.30    1.88    5.06
May........     --    3.09    1.10    1.31    1.84    4.43
June.......     --    3.14    1.13    1.32    1.84    4.04
July.......     --    3.34    1.36    1.12    1.84    3.86
August.....     --    3.53    1.51    1.11    1.81    3.74
September..     --    3.72    1.67    1.12    1.82    3.57
October....     --    3.88    1.84    1.12    1.80    2.64
November...     --    4.09    2.02    1.12    1.69    2.28
December...     --    4.31    2.31    1.17    1.44    2.11

          The index for approximately 0.36% of the Mortgage Loans in Loan Group
1 and approximately 1.19% of the Mortgage Loans in Loan Group 6B will be the
weekly average yield on United States Treasury Securities adjusted to a constant
maturity of one year, as made available by the Federal Reserve Board, published
in Federal Reserve Statistical Release H.15 (519) ("ONE-YEAR CMT" and together
with One-Year LIBOR, Six-Month LIBOR and One-Month LIBOR, an "INDEX") and most
recently available as of the date 45 days before the applicable Adjustment Date.
In the event One-Year CMT is no longer available, the applicable Servicer will
select a substitute index in accordance with the terms of the related mortgage
note in compliance with federal and state law.

          Listed below are historical average values of One-Year CMT for the
months and years shown below. The monthly averages shown are intended only to
provide an historical summary of the movements of One-Year CMT and may not be
indicative of future rates. The source of the daily values of One-Year CMT used
in determining the monthly averages shown below is Bloomberg Professional
Services(R).

                                   YEAR
              ---------------------------------------------
MONTH          2006    2005    2004    2003    2002    2001
-----         -----   -----   -----   -----   -----   -----
January....   4.45%   2.86%   1.24%   1.36%   2.16%   4.81%
February...   4.68    3.03    1.24    1.30    2.23    4.68
March......   4.77    3.30    1.19    1.24    2.57    4.30
April......     --    3.32    1.43    1.27    2.48    3.98
May........     --    3.33    1.78    1.18    2.35    3.78
June.......     --    3.36    2.12    1.01    2.20    3.58
July.......     --    3.64    2.10    1.12    1.96    3.62
August.....     --    3.87    2.02    1.31    1.76    3.47
September..     --    3.85    2.12    1.24    1.72    2.82
October....     --    4.18    2.23    1.25    1.65    2.33
November...     --    4.33    2.50    1.34    1.49    2.18
December...     --    4.35    2.67    1.31    1.45    2.22

          The tables in Appendix A to this prospectus supplement set forth
certain statistical information with respect to the Mortgage Loans in each of
the Loan Groups and Aggregate Loan Groups. Due to rounding, the percentages
shown may not total 100.00%.


                                      S-47



                                 THE ORIGINATORS

BANK OF AMERICA, NATIONAL ASSOCIATION

          Bank of America has been originating mortgage loans in excess of 25
years.

          Bank of America originates mortgage loans (i) directly to consumers;
(ii) indirectly through brokers; and (iii) through other loan originators. Bank
of America's direct-to-consumer originations include mortgage loans made to:

          o    customers applying for a mortgage at one of Bank of America's
               banking center locations;

          o    customers applying for a Bank of America mortgage via telephone;

          o    customers applying for a mortgage utilizing Bank of America's
               internet site; and

          o    customers applying for a mortgage with one of Bank of America's
               retail mortgage account executives, who obtain customers by
               networking with realtors and builders in their local markets.

          Bank of America also originates loans indirectly through its wholesale
channel where:

          o    the initial application is processed by an independent mortgage
               broker approved to sell loans to Bank of America; or

          o    applications are processed and the mortgage loan is originated by
               another entity and subsequently acquired by Bank of America after
               closing.

          The real estate lending processes for one- to four-family mortgage
loans in all origination channels follow standard procedures, designed to comply
with applicable federal, state and local laws and regulations.

          The table below sets forth the number and aggregate principal balance
of mortgage loans of the type which may be included in trusts similar to the
Issuing Entity, which were originated by Bank of America during the periods
indicated:

                                   TWELVE-MONTHS ENDED DECEMBER 31,
                         ----------------------------------------------------
                           2001       2002       2003       2004       2005
                         --------   --------   --------   --------   --------
By Number                 504,048    522,891    792,496    454,683    394,942
By Aggregate Principal
Balance (in Billions)    $   76.5   $   88.0   $  131.1   $   87.5   $   86.8

COUNTRYWIDE HOME LOANS, INC.

          Countrywide Home Loans, Inc. ("COUNTRYWIDE HOME LOANS") is a New York
corporation and a direct wholly owned subsidiary of Countrywide Financial
Corporation, a Delaware corporation ("COUNTRYWIDE FINANCIAL"). The principal
executive offices of Countrywide Home Loans are located at 4500 Park Granada,
Calabasas, California 91302. Countrywide Home Loans is engaged primarily in the
mortgage banking business, and as part of that business, originates, purchases,
sells and services mortgage loans. Countrywide Home Loans originates mortgage
loans through a retail branch system and through mortgage loan brokers and
correspondents nationwide. Mortgage loans originated by Countrywide Home Loans
are principally first-lien, fixed or adjustable rate mortgage loans secured by
single-family residences.

          Except as otherwise indicated, reference in the remainder of this
section to "Countrywide Home Loans" should be read to include Countrywide Home
Loans and its consolidated subsidiaries, including Countrywide Servicing.
Countrywide Home Loans services substantially all of the mortgage loans it
originates or acquires. In addition, Countrywide Home Loans has purchased in
bulk the rights to service mortgage loans originated by other


                                      S-48



lenders. Countrywide Home Loans has in the past and may in the future sell to
mortgage bankers and other institutions a portion of its portfolio of loan
servicing rights. As of December 31, 2002, December 31, 2003, December 31, 2004,
December 31, 2005 and March 31, 2006, Countrywide Home Loans provided servicing
for mortgage loans with an aggregate principal balance of approximately $452.405
billion, $644.855 billion, $838.322 billion, $1,111.090 billion and $1,152.651
billion, respectively, substantially all of which were being serviced for
unaffiliated persons.

          Mortgage Loan Production

          The following table sets forth, by number and dollar amount of
mortgage loans, Countrywide Home Loans' residential mortgage loan production for
the periods indicated.



                                                               CONSOLIDATED MORTGAGE LOAN PRODUCTION
                                  ----------------------------------------------------------------------------------------------
                                      YEAR       TEN MONTHS                        YEARS ENDED                      THREE MONTHS
                                      ENDED         ENDED                          DECEMBER 31,                         ENDED
                                  FEBRUARY 28,   DECEMBER 31,   -------------------------------------------------     MARCH 31,
                                      2001           2001          2002         2003         2004         2005          2006
                                  ------------   ------------   ----------   ----------   ----------   ----------   ------------
                                                         (DOLLARS IN MILLIONS, EXCEPT AVERAGE LOAN AMOUNT)

Conventional Conforming Loans
   Number of Loans ............      240,608        504,975        999,448    1,517,743      846,395      809,630      164,665
   Volume of Loans ............     $ 34,434       $ 76,432     $  150,110   $  235,868   $  138,845   $  167,675     $ 32,068
      Percent of Total Dollar
         Volume ...............         50.0%          61.7%          59.6%        54.2%        38.2%        34.1%        31.0%
Conventional Non-conforming
   Loans
   Number of Loans ............       86,600        137,593        277,626      554,571      509,711      826,178      155,746
   Volume of Loans ............     $ 11,394       $ 22,209     $   61,627   $  136,664   $  140,580   $  225,217     $ 48,204
      Percent of Total Dollar
         Volume ...............         16.5%          17.9%          24.5%        31.4%        38.7%        45.9%        46.6%
FHA/VA Loans
   Number of Loans ............      118,673        118,734        157,626      196,063      105,562       80,528       20,487
   Volume of Loans ............     $ 13,075       $ 14,109     $   19,093   $   24,402   $   13,247   $   10,712     $  2,878
      Percent of Total Dollar
         Volume ...............         18.9%          11.4%           7.6%         5.6%         3.6%         2.2%         2.8%
Prime Home Equity Loans
   Number of Loans ............      119,045        164,503        316,049      453,817      587,046      683,887      165,076
   Volume of Loans ............     $  4,660       $  5,639     $   11,650   $   18,103   $   30,893   $   42,706     $ 11,063
      Percent of Total Dollar
         Volume ...............          6.8%           4.5%           4.6%         4.2%         8.5%         8.7%        10.7%
Nonprime Mortgage Loans
   Number of Loans ............       51,706         43,359         63,195      124,205      250,030      278,112       59,226
   Volume of Loans ............     $  5,360       $  5,580     $    9,421   $   19,827   $   39,441   $   44,637     $  9,205
      Percent of Total Dollar
         Volume ...............          7.8%           4.5%           3.7%         4.6%        11.0%         9.1%         8.9%
Total Loans
   Number of Loans ............      616,632        969,164      1,813,944    2,846,399    2,298,744    2,678,335      565,200
   Volume of Loans ............     $ 68,923       $123,969     $  251,901   $  434,864   $  363,006   $  490,947     $103,418
   Average Loan Amount ........     $112,000       $128,000     $  139,000   $  153,000   $  158,000   $  183,000     $183,000
   Non-Purchase Transactions(1)           33%            63%            66%          72%          51%          53%          55%
   Adjustable-Rate Loans(1) ...           14%            12%            14%          21%          52%          52%          50%


----------
(1)  Percentage of total mortgage loan production (excluding commercial real
     estate loans) based on dollar volume.

INDYMAC BANK, F.S.B.

          The principal executive offices of the IndyMac Bank, F.S.B. ("INDYMAC
BANK") are located at 888 East Walnut Street, Pasadena, California 91101-7211,
Pasadena, California 91101. IndyMac Bank is a federal savings bank and a
wholly-owned subsidiary of IndyMac Intermediate Holdings, Inc., which is a
wholly-owned subsidiary of IndyMac Bancorp, Inc. The business now operated by
IndyMac Bank began in 1993. On July 1, 2000, this business was transferred by a
predecessor company to IndyMac Bank and began operation as a federal savings
bank. During calendar years 2003, 2004 and 2005, IndyMac Bank's conventional
mortgage loan production was approximately, $29.2 billion, $37.9 billion and
$60.8 billion respectively.


                                      S-49



          Origination Process

          IndyMac Bank acquires mortgage loans principally through four
channels: mortgage professionals, consumer direct, correspondent and conduit.
IndyMac Bank also acquires a relatively small number of mortgage loans through
other channels.

          Mortgage professionals: Mortgage brokers, mortgage bankers, financial
institutions and homebuilders who have taken applications from prospective
borrowers and submitted those applications to IndyMac Bank.

          Consumer direct: Mortgage loans initiated through direct contact with
the borrower. This contact may arise from internet advertising and IndyMac Bank
website traffic, affinity relationships, company referral programs, realtors and
through its Southern California retail banking branches.

          Correspondent: Mortgage brokers, mortgage bankers, financial
institutions and homebuilders who sell previously funded mortgage loans to
IndyMac Bank.

          Conduit: IndyMac Bank acquires pools of mortgage loans in negotiated
transactions either with the original mortgagee or an intermediate owner of the
mortgage loans.

          IndyMac Bank approves each mortgage loan seller prior to the initial
transaction on the basis of the seller's financial and management strength,
reputation and prior experience. Sellers are periodically reviewed and if their
performance, as measured by compliance with the applicable loan sale agreement,
is unsatisfactory, IndyMac Bank will cease doing business with them.

                      MORTGAGE LOAN UNDERWRITING STANDARDS

          The Depositor will purchase the Mortgage Loans from Bank of America,
as the Sponsor. The Mortgage Loans will have been either (i) originated by Bank
of America or (ii) purchased by Bank of America from various entities that
either originated the Mortgage Loans or acquired the Mortgage Loans pursuant to
mortgage loan purchase programs operated by these entities. The Mortgage Loans
will have been underwritten materially in accordance with one or more of the
following: (i) Bank of America's underwriting standards set forth below under
"--Bank of America's Underwriting Standards," (ii) Countrywide Home Loans'
underwriting standards set forth below under "--Countrywide Home Loans'
Underwriting Standards" or (iii) IndyMac Bank's underwriting standards set forth
below under "--IndyMac Bank's Underwriting Standards."

          The underwriting standards used by the Originators are intended to
evaluate the Mortgagor's credit standing and repayment ability and the value and
adequacy of the mortgaged property as collateral.

BANK OF AMERICA'S UNDERWRITING STANDARDS

          General Underwriting Standards

          The Application and Use of Credit Scoring. Regardless of the channel
in which the loan was originated, a mortgage application is completed containing
information that assists in evaluating the mortgagor's credit standing, capacity
to repay the loan and adequacy of the mortgaged property as collateral for the
loan. During the application process, the applicant is required to authorize
Bank of America to obtain a credit report that summarizes the applicant's credit
history with merchants and lenders and any record of bankruptcy or prior
foreclosure. This credit information may be obtained from either a single credit
repository or from up to three credit repositories. The credit bureau inquiry
also includes a request for the applicant's Credit Score. If the credit bureaus
cannot generate a Credit Score due to insufficient information about an
applicant, Bank of America will consider proof of an applicant's alternative
credit history, such as a history of consistent rent and utility payments.

          In addition to a Credit Score, Bank of America may obtain a Custom
Mortgage Score. In order to generate a Custom Mortgage Score, the applicant must
have at least one trade line on his or her credit report and also have a Credit
Score. The "CUSTOM MORTGAGE SCORE" was developed on a population of mortgage
loans serviced by Bank


                                      S-50



of America and is designed to assess the likelihood that a mortgage loan will
become 60 days or more delinquent within two years of application. The Custom
Mortgage Score used by Bank of America will either have been developed by Bank
of America individually or with the assistance of a third party. The Custom
Mortgage Score requires a Credit Score and utilizes information obtained from
one of the three major credit bureaus. The credit bureau used depends on the
geographic location of the applicant's residence at the time of application.
Bank of America may evaluate a prospective borrower's creditworthiness with
either (i) a Credit Score, (ii) a Custom Mortgage Score or (iii) a combination
of a Credit Score and a Custom Mortgage Score.

          Underwriting Evaluation by Automated Underwriting Decision Engine or
Manual Underwriter. Each mortgage loan underwritten to Bank of America's general
underwriting standards is underwritten in accordance with guidelines established
in Bank of America's Product and Policy Guides (the "PRODUCT GUIDES"). These
underwriting standards applied by Bank of America in originating or acquiring
mortgage loans are intended to evaluate the applicants' repayment ability,
credit standing, and the adequacy of the mortgage property as collateral for the
mortgage loan. The underwriting standards as established in the Product Guides
are continuously updated to reflect prevailing conditions in the residential
market, new mortgage products, and the investment market for residential
mortgage loans.

          Each mortgage application is evaluated by either an automated
underwriting decision engine and/or a human underwriter to determine the
appropriate credit decision and documentation requirements for the loan
transaction. The automated underwriting decision engine may be an engine
developed by an outside company and updated by Bank of America risk management
personnel to facilitate automated decisions on Bank of America loan
transactions. Alternatively, it may be an external decision engine such as
Fannie Mae's Desktop Underwriter or Freddie Mac's Loan Prospector decision
engines. If the loan is not automatically approved or declined by the automated
underwriting decision engine, it is directed to an underwriter who evaluates the
application against a set of specific criteria. The underwriter may be an
employee of the lender or may be an individual performing underwriting on a
contract basis through a third party firm such as a mortgage insurance company.

          Either the automated underwriting decision engine or the underwriter
evaluates the application information to the guidelines for the product type
under which the applicant has applied. As part of the underwriting evaluation,
the loan-to-value ratio is calculated. The "loan-to-value ratio" is the
percentage equal to (i) the principal balance of the mortgage loan at
origination divided by (ii) the lesser of (a) the appraised value of the related
mortgaged property determined in an appraisal obtained at origination of the
mortgage loan or an automated valuation model or tax assessed value (if
permitted by the applicable product type) and (b) except for mortgage loans made
for refinancing purposes, the sales price for the mortgaged property. In
addition to evaluating the loan-to-value ratio, the automated underwriting
decision engine or human underwriter will also evaluate the applicant's credit
history and/or Credit Score and/or Custom Mortgage Score, the amount of the
applicant's debts (including proposed housing payment and related expenses such
as property taxes and hazard insurance) to his or her gross monthly income, the
intended occupancy of the subject property, the property type, and the purpose
of the loan transaction to determine whether the mortgage loan generally meets
the guidelines established for the program under which the applicant is
applying. If there are multiple applicants on a loan transaction, Bank of
America generally utilizes the Credit Score and/or Custom Mortgage Score
associated with the highest wage-earner on the transaction as the representative
score(s) for the transaction. The automated underwriting decision engine and/or
the underwriter may utilize compensating factors to offset one or more features
of the loan transaction that may not specifically comply with the product
guidelines. Therefore, the application of the underwriting guidelines for a
product type by either an underwriter or an automated decision engine does not
imply that each specific standard was satisfied individually. A loan is
considered to be underwritten in accordance with a given set of guidelines if,
based on an overall qualitative evaluation, the loan is in substantial
compliance with such underwriting guidelines.

          As part of the underwriting evaluation, the applicant's
"DEBT-TO-INCOME RATIo" is calculated as the amount of the monthly debt
obligations (including the proposed new housing payment and related expenses
such as property taxes and hazard insurance) to his or her gross monthly income.
Bank of America's Debt-to-Income Ratio guidelines are based on the loan
instrument, loan term, Credit Score, loan-to-value ratio, property type, and
occupancy characteristics of the subject loan transaction. Bank of America
permits ratios to exceed guidelines when the applicant has documented
compensating factors for exceeding ratio guidelines such as documented excess
funds in reserves after closing, a history of making a similar sized monthly
debt payment on a timely basis, substantial residual income after monthly
obligations are met, evidence that ratios will be reduced shortly after closing
when a


                                      S-51



financed property under contract for sale is sold, or additional income has been
verified for one or more applicants that is ineligible for consideration as
qualifying income.

          For certain mortgage loans, underwriting may be based on data obtained
by third parties that are involved at various stages in the mortgage origination
or acquisition process. This typically occurs under circumstances in which loans
are subject to more than one approval process, as when correspondents, certain
mortgage brokers or similar entities that have been approved by Bank of America
to underwrite loans on its behalf, or independent contractors hired by these
parties to perform underwriting services on Bank of America's behalf, make
initial determinations as to the consistency of loans with established
underwriting guidelines. The underwriting of mortgage loans acquired from
another lender generally relies on the representations from the originating
lender that the mortgage loans were underwritten in accordance with agreed upon
underwriting standards that are materially similar to Bank of America's.
Generally, Bank of America conducts a post-purchase review of a sampling of all
mortgage loans acquired from another lender to determine whether agreed upon
requirements were met. In order to be eligible to sell mortgage loans under a
delegated underwriting arrangement, the lender must meet certain requirements
including, among other things, certain quality, operational and financial
guidelines.

          Certain of the mortgage loans may have been purchased by Bank of
America in negotiated transactions, and these negotiated transactions may be
governed by contractual agreements. The contractual agreements may provide the
commitment by Bank of America to accept the delivery of a certain dollar amount
of mortgage loans over a specific period of time; this commitment may allow for
the delivery of mortgage loans one at a time or in multiples as aggregated by
the seller. Many of the contractual agreements allow the delegation of all
underwriting functions to the seller, who will represent that the mortgage loans
have been originated in accordance with underwriting standards agreed to by Bank
of America.

          Loans with Secondary Financing. First lien purchase money mortgage
loans may have secondary financing to the borrower contemporaneously with the
origination of the first lien mortgage loan. First lien refinance transactions
may have existing secondary financing with the applicant that is resubordinated
to the new first lien transaction or may have new secondary financing originated
simultaneously with the first lien mortgage. The secondary financing may or may
not be provided by Bank of America. The Total Loan-to-Value Ratio and Combined
Loan-to-Value Ratio are evaluated on each loan with subordinate financing. The
"TOTAL LOAN-TO-VALUE RATIO" is the principal balance of the first lien mortgage
loan at origination plus any secondary financing that was drawn upon at that
time divided by the value of the mortgaged property. The "COMBINED LOAN-TO-VALUE
RATIO" is the principal balance of the first lien mortgage loan at origination
plus the total amount of available secondary financing (including any unused
amount on a home equity line of credit) divided by the value of the mortgaged
property. A mortgage loan with secondary financing is evaluated to determine if
the Total Loan-to-Value Ratio and Combined Loan-to-Value Ratio meet the
requirements for the program under which the application is submitted or if the
application contains compensating factors to warrant an exception to the
applicable guidelines. Some applicants request a first lien mortgage loan with a
loan-to-value ratio of 80% with a simultaneously funded second lien transaction
in order to avoid the cost of primary mortgage insurance associated with first
lien mortgage loans with loan-to-value ratios exceeding 80%.

          Documentation. In assessing an applicant, Bank of America requires
supporting documentation (or other verification) for all material data provided
by the applicant, such as income and source of down payment, unless the
applicant qualifies for one of the Accelerated Processing Programs discussed
below.

          Under Bank of America's standard documentation process (the "STANDARD
DOCUMENTATION PROCESS") the following verifications are required: a salaried
applicant's income is verified by either having the applicant provide copies of
the previous year's federal withholding form (IRS W-2) and a current payroll
earnings statement or by sending a verification of employment form to the
applicant's employer. A verification of employment form asks the employer to
report the applicant's length of employment with the employer, the current
salary and an indication as to whether it is expected that the applicant will
continue to be employed in the future. A self-employed applicant is required to
provide copies of tax returns for the prior two years. Bank of America verifies
down payment funds by (i) obtaining bank or other financial statements covering
the most recent 60-day period confirming the existence of these funds, (ii)
determining electronically that these funds are on deposit with Bank of America,
(iii) obtaining documentation that these funds are to be obtained from a gift or
sale of assets or (iv) asking the applicant's financial


                                      S-52



institution to complete a verification of deposit form detailing asset
information. Asset verifications are not required on refinance transactions.

          If the applicant lacks a traditional credit history, then the loan
approval may be conditioned upon the documentation of an acceptable alternative
credit history consisting of at least four references showing timely payment of
utilities, insurance premiums or rent, or other alternative credit references in
the prior twelve months.

          In order to qualify for Bank of America's general underwriting
standards, applicants must be willing to have the income and assets stated on
their application verified. Applicants who have indicated that they do not wish
to have their income and/or assets verified are directed to other Bank of
America programs outlined in "--Alternative Underwriting Standards" below. While
the applicants under Bank of America's general underwriting standards are
willing to have income and asset information stated in the application verified,
the level of verifications required (if any) are based on the applicant's credit
profile, requested loan terms, and whether the applicant has an existing loan
serviced by Bank of America that is being refinanced with the new loan
transaction. Bank of America matches documentation requirements on mortgage
loans to the overall risk parameters of the loan file under various "ACCELERATED
PROCESSING PROGRAMS" such as: (i) Rapid; (ii) Stated Income, Stated Asset; (iii)
All-Ready Home; or (iv) Mortgage Rewards programs.

          Under Bank of America's "RAPID" documentation program, only the most
recent pay stub (if salaried) or first two pages of the most recent tax return
(if self-employed) of an applicant is required for income verification and only
the most recent bank statement of an applicant is required for asset
verification on purchase transactions if the applicant meets the Total
Loan-to-Value Ratio and Credit Score requirements for that program.

          Under Bank of America's "STATED INCOME, STATED ASSET" documentation
program, which is only available through the wholesale channel, income or asset
verifications are not requested from applicants if they meet the Total
Loan-to-Value Ratio, Credit Score and other eligibility requirements for the
program. Although the Stated Income, Stated Asset program permits applicants to
simply state their income and assets without verification, all applicants are
required to sign an IRS form 4506 permitting income verification from tax return
data if the file is selected as part of Bank of America's quality assurance
audit.

          Bank of America may originate new mortgage loans under its "ALL-READY
HOME" mortgage refinance program or its "MORTGAGE REWARDS" refinance program.
Under each of these programs, Bank of America will pay certain closing costs
normally paid by the customer. Under these programs, a borrower whose current
mortgage loan is serviced by Bank of America does not need to provide income or
asset verification documentation if the current mortgage loan has had no 30 day
or more delinquent payments in the previous twelve months (or since inception if
less than 12 months). In addition, Bank of America typically requires a Drive-By
appraisal in lieu of a full walk-in appraisal. Because these programs involve
the refinancing of mortgage loans that Bank of America originally underwrote,
Bank of America will not apply any significant borrower credit or property
underwriting standards. Mortgage Loans initially included in the Issuing Entity
may have been the subject of a refinancing described above. To the extent a
borrower becomes eligible for the All-Ready Home or Mortgage Rewards program
after his or her Mortgage Loan has been included in the Issuing Entity, his or
her Mortgage Loan could be more easily refinanced, resulting in a prepayment of
the Mortgage Loan. See "Prepayment and Yield Considerations--Weighed Average
Life of Certificates."

          Collateral Valuation. Bank of America conducts a valuation of the
mortgaged property as collateral for each mortgage loan. This collateral
valuation may be determined by (i) an interior inspection appraisal, (ii) a tax
assessed value, (iii) a desktop appraisal, (iv) a drive-by appraisal, (v) an
automated valuation model, or (vi) reference to the collateral valuation
obtained in connection with the origination of the previous loan if the loan is
a refinance of a mortgage loan that was previously serviced by Bank of America.
An interior inspection appraisal is an appraisal report based on an interior
inspection of the subject property. A tax assessed value is a factor applied to
the tax value recorded for the subject property that reflects the general
relationship between the assessed value and the market value of the property.
These factors are established for each county by a third party vendor. A tax
assessed value also does not entail any physical inspection of the subject
property. A desktop appraisal is a report completed by a certified/licensed
appraiser utilizing a sales comparison analysis from a local multiple listing
service without conducting a physical inspection of the property. A drive-by
appraisal report is a limited, summary appraisal report based on an exterior
inspection of the property and comparable sales by a certified/licensed


                                      S-53



appraiser. An automated valuation model is an electronically generated valuation
that utilizes real estate information such as property characteristics, market
demographics, sales price data, and regional trends to calculate a value for a
specific property. Bank of America utilizes the automated valuation models of
several vendors. An automated valuation model does not entail any physical
inspection of the subject property. In addition, no updated appraisal valuation
may be performed if the loan is a refinance of a loan that was previously
serviced by Bank of America and the valuation from the time of origination of
the loan being refinanced reflects adequate value for the mortgaged property.

          In certain instances, the interior, desktop or drive-by appraisal
reports may be conducted by an employee of Bank of America or an affiliate. The
appraisal report, however, may be performed by an independent appraiser
contracted by Bank of America or an affiliate of Bank of America on direct
channel originations. Appraisal reports on indirect channel originations are
generally performed by an appraiser selected by the originating lender but
indirect channel appraisers cannot be performed by appraisers that have been
deemed to be ineligible to perform appraisals by Bank of America.

          Appraisers may note on their appraisal any environmental hazard the
appraiser becomes aware of while appraising the property. EPA Lead Paint
requirements for notice and an inspection period are standard for properties
built before 1978. Properties containing other hazards may be eligible for
financing if the appraiser can value the property showing the impact of the
hazard, and the borrower executes a "hold harmless" letter to the lender.
Environmental hazards are not noted on collateral valuations where no physical
inspection of the property takes place, such as on loans where the collateral
valuation is conducted by an automated valuation model or tax assessed value.
Appraisers only note environmental hazards on a desktop appraisal if they
generally are known in the area.

          Certain states have "anti-deficiency" laws which, in general, require
lenders providing credit on one to four family properties to look solely to the
property for repayment in the event of foreclosure. See "Certain Legal Aspects
of the Mortgage Loans--Anti-Deficiency Legislation, the Bankruptcy Code and
Other Limitations on Lenders" in this prospectus. The underwriting guidelines in
all states (including anti deficiency states) require that the value of the
property being financed, as indicated by the collateral valuation, currently
supports and is anticipated to support in the future the outstanding loan
balance and provides sufficient value to mitigate the effects of adverse shifts
in real estate values, although there can be no assurance that the value will
support the outstanding loan balance in the future.

          Flood Determinations and Hazard Insurance. Each mortgage loan is
evaluated to determine if the subject property is located in a federal flood
zone. If the property is located in a flood zone, then flood insurance is
required on the loan transaction with an amount of coverage that meets or
exceeds federal law requirements. Generally, evidence of acceptable hazard
insurance coverage on the subject property is a requirement for loan approval.
This documentation, however, is not required if the mortgage loan is a refinance
of an existing Bank of America serviced loan transaction and hazard insurance
was documented for the previous loan transaction or the mortgage loan is
originated under a program that does not require the review of evidence of
hazard insurance.

          Mortgage Insurance and Title. Mortgage loans originated with
loan-to-value ratios in excess of 80% may be covered by primary mortgage
insurance. Except as noted below in connection with certain refinance
transactions, mortgage loans will generally be covered by an appropriate
standard form American Land Title Association ("ALTA") title insurance policy,
or a substantially similar policy or form of insurance acceptable to Fannie Mae
or Freddie Mac, or if the related mortgaged property is located in a
jurisdiction where these policies are generally not available, an opinion of
counsel of the type customarily rendered in these jurisdiction in lieu of title
insurance will be obtained instead. If required, the title insurance policy may
include environmental protection lien endorsement coverage (ALTA Form 8.1 or its
equivalent) excepting only Superliens which may arise after the loan is made.
See "Certain Legal Aspects of the Mortgage Loans--Environmental Considerations"
in this prospectus.

          Mortgage loans on refinance transactions generally do not contain
title insurance policies. Title searches are often performed on these refinance
transactions in lieu of obtaining a title insurance policy. A title search is a
limited search of a specified parcel of land summarizing information concerning
current owner(s) and all judgments, mortgages, and tax obligations filed.


                                      S-54



          Borrowers Protection Plan(R). Bank of America's Borrowers Protection
Plan(R) ("BPP") is a debt-cancellation contract between the borrower and Bank of
America. This optional plan can cancel a borrower's monthly principal and
interest payment for up to a total of twelve months if the borrower loses his or
her job or becomes disabled. Additionally, the outstanding principal balance of
a mortgage loan with BPP will be cancelled if the borrower dies as a result of
an accident. While Bank of America will cancel payment of the principal,
interest and BPP fees, the borrower will still be responsible for the payment of
taxes and insurance. Bank of America will be obligated to pay to the Issuing
Entity any amounts cancelled due to BPP on a Mortgage Loan.

          The following three protection options are available in a BPP
contract: (i) disability, involuntary unemployment and accidental death; (ii)
involuntary unemployment and accidental death or (iii) disability and accidental
death.

          The benefit period ranges from six to twelve months. A borrower may
elect single (i.e., one borrower who is named in the mortgage note) or joint
coverage (i.e., any two of the borrowers named in the mortgage note).

          BPP is only available on certain first-lien fixed-rate and
adjustable-rate mortgage loan products and programs. The term of protection is
the lesser of the loan term and ten years. Upon expiration, BPP is discontinued
and the monthly BPP fee is no longer assessed. If the borrower has an active BPP
claim prior to the expiration date, however, loan protection can extend beyond
the expiration date. BPP is optional and the borrower's choice regarding BPP is
not considered when evaluating the loan request. The borrower must select the
BPP plan prior to loan closing.

          Alternative Underwriting Standards

          In addition to the general underwriting standards described above
under "--Bank of America's Underwriting Standards--General Underwriting
Standards," Bank of America provides for certain alternative underwriting
programs for qualified borrowers, some of which enable the applicant to request
reductions in the verification documentation required for the mortgage loan.

          Bank of America's "STATED INCOME PROGRAM" provides applicants the
ability to request that income stated on the loan application not be verified.
The Debt-to-Income Ratio calculation used by the underwriter to evaluate the
applicant's capacity for the loan is based on income the applicant discloses on
the application. Under the Stated Income Program, applicants who have steady
employment and complex sources of income or rapidly expanding incomes may be
eligible. The Stated Income Program is designed to meet the needs of applicants
with a traditional credit history who meet the minimum Credit Score requirement
of the program. A verbal verification of employment confirming the applicant's
date of employment, job status and title is required. While income information
is not provided, the applicant must continue to provide documentation of assets
used for down payment, closing costs, and reserves on purchase transactions.

          Bank of America's "NO RATIO LOAN PROGRAM" provides applicants with a
minimum Credit Score and a sufficient asset base the ability to obtain mortgage
loans with no income verification or Debt-to-Income Ratio calculation. Under
this program, the applicant does not state his or her income at the time of loan
application. The applicant must evidence a propensity and capacity to save and
to maintain stable employment, defined as a minimum of two years in the same
line of work. A verbal verification of employment information provided in the
application, without reference to income, takes place under this program. While
income information is not provided, the applicant must continue to provide
documentation of his or her assets used for down payment, closing costs, and
reserves on purchase transactions.

          Bank of America's "100% LTV PROGRAM" provides applicants the ability
to obtain a mortgage loan with no down payment. The 100% LTV Program is only
available if the primary borrower has a minimum Credit Score. The 100% LTV
Program also permits loan-to-value ratios of up to 103% (including closing costs
and prepaid items in an amount up to 3% of the value of the mortgaged property).
Under this program, Bank of America uses the Standard Documentation Process.


                                      S-55



          Bank of America's "97% LTV PROGRAM" provides applicants with the
opportunity to obtain low down payment mortgage loans. This program allows an
applicant to obtain financing for a mortgage loan by requiring only a 3% cash
down payment from the applicant's own funds. The 97% LTV Program is only
available if the primary borrower has a minimum Credit Score. The 97% LTV
Program is a fully amortizing 30-year fixed-rate mortgage that is available on
owner-occupied principal residences only. This program is available on purchase
and rate or term refinance transactions. Under this program, Bank of America
uses the Standard Documentation Process.

          Bank of America's "CONDOMINIUM HOTEL LOAN PROGRAM" provides applicants
the ability to purchase a unit in a condominium hotel. The Condominium Hotel
Loan Program offers a fully amortizing 15-year or 30-year fixed-rate mortgage
loan that is available on a primary residence or second home. The Condominium
Hotel Loan Program is only available if the primary borrower has a minimum
Credit Score. Condominium Hotel Mortgage Loans are available on purchase and
rate or term refinance transactions. Under this program, Bank of America uses
the Standard Documentation Process.

          Bank of America's "NON-RESIDENT ALIEN LOAN PROGRAM" provides financing
to non-resident aliens to purchase or refinance second home properties within
the United States. Applicants without a United States credit history must
document an acceptable credit history within their primary country of origin.

          Bank of America's "80/20 PROGRAM" provides applicants with an 80%
Loan-to-Value Ratio first lien mortgage that is funded simultaneously with a 20%
Loan-to-Value Ratio second lien mortgage so that the Total Loan-to-Value Ratio
is 100%. By structuring loans in such a manner, the applicant is able to avoid
the cost of primary mortgage insurance on the transaction. The 80/20 Program is
only available if the primary borrower has a minimum Credit Score. Bank of
America may originate both the first and second lien transactions under an 80/20
transaction or the second lien may be originated by another lender.

COUNTRYWIDE HOME LOANS' UNDERWRITING STANDARDS

NOTE: Loan-to-Value Ratio as used in "Countrywide Home Loans' Underwriting
Standards" has the following meaning:

          The "Loan-to-Value Ratio" of a mortgage loan at any given time is a
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related mortgage loan at the date of determination and the
denominator of which is

          o    in the case of a purchase, the lesser of the selling price of the
               mortgaged property or its appraised value at the time of sale or

          o    in the case of a refinance, the appraised value of the mortgaged
               property at the time of the refinance, except in the case of a
               mortgage loan underwritten pursuant to Countrywide Home Loans'
               Streamlined Documentation Program as described under "--General"
               below.

          With respect to mortgage loans originated pursuant to Countrywide Home
Loans' Streamlined Documentation Program,

          o    if the loan-to-value ratio at the time of the origination of the
               mortgage loan being refinanced was 80% or less and the loan
               amount of the new loan being originated is $650,000 or less, then
               the "Loan-to-Value Ratio" will be the ratio of the principal
               amount of the new mortgage loan being originated divided by the
               appraised value of the related mortgaged property at the time of
               the origination of the Mortgage Loan being refinanced, as
               reconfirmed by Countrywide Home Loans using an automated property
               valuation system; or

          o    if the loan-to-value ratio at the time of the origination of the
               mortgage loan being refinanced was greater than 80% or the loan
               amount of the new loan being originated is greater than $650,000,
               then the "Loan-to-Value Ratio" will be the ratio of the principal
               amount of the new mortgage loan


                                      S-56



               being originated divided by the appraised value of the related
               mortgaged property as determined by an appraisal obtained by
               Countrywide Home Loans at the time of the origination of the new
               mortgage loan. See "--General" below.

          No assurance can be given that the value of any mortgaged property has
remained or will remain at the level that existed on the appraisal or sales
date. If residential real estate values generally or in a particular geographic
area decline, the Loan-to-Value Ratios might not be a reliable indicator of the
rates of delinquencies, foreclosures and losses that could occur with respect to
the mortgage loans.

          General

          Countrywide Home Loans, Inc., a New York corporation, has been
originating mortgage loans since 1969. Countrywide Home Loans' underwriting
standards are applied in accordance with applicable federal and state laws and
regulations.

          As part of its evaluation of potential borrowers, Countrywide Home
Loans generally requires a description of income. If required by its
underwriting guidelines, Countrywide Home Loans obtains employment verification
providing current and historical income information and/or a telephonic
employment confirmation. Such employment verification may be obtained, either
through analysis of the prospective borrower's recent pay stub and/or W-2 forms
for the most recent two years, relevant portions of the most recent two years'
tax returns, or from the prospective borrower's employer, wherein the employer
reports the length of employment and current salary with that organization.
Self-employed prospective borrowers generally are required to submit relevant
portions of their federal tax returns for the past two years.

          In assessing a prospective borrower's creditworthiness, Countrywide
Home Loans may use FICO Credit Scores. "FICO CREDIT SCORES" are statistical
credit scores designed to assess a borrower's creditworthiness and likelihood to
default on a consumer obligation over a two-year period based on a borrower's
credit history. FICO Credit Scores were not developed to predict the likelihood
of default on mortgage loans and, accordingly, may not be indicative of the
ability of a borrower to repay its mortgage loan. FICO Credit Scores range from
approximately 250 to approximately 900, with higher scores indicating an
individual with a more favorable credit history compared to an individual with a
lower score. Under Countrywide Home Loans' underwriting guidelines, borrowers
possessing higher FICO Credit Scores, which indicate a more favorable credit
history and who give Countrywide Home Loans the right to obtain the tax returns
they filed for the preceding two years, may be eligible for Countrywide Home
Loans' processing program (the "PREFERRED PROCESSING PROGRAM").

          Periodically the data used by Countrywide Home Loans to complete the
underwriting analysis may be obtained by a third party, particularly for
mortgage loans originated through a loan correspondent or mortgage broker. In
those instances, the initial determination as to whether a mortgage loan
complies with Countrywide Home Loans' underwriting guidelines may be made by an
independent company hired to perform underwriting services on behalf of
Countrywide Home Loans, the loan correspondent or mortgage broker. In addition,
Countrywide Home Loans may acquire mortgage loans from approved correspondent
lenders under a program pursuant to which Countrywide Home Loans delegates to
the correspondent the obligation to underwrite the mortgage loans to Countrywide
Home Loans' standards. Under these circumstances, the underwriting of a mortgage
loan may not have been reviewed by Countrywide Home Loans before acquisition of
the mortgage loan and the correspondent represents that Countrywide Home Loans'
underwriting standards have been met. After purchasing mortgage loans under
those circumstances, Countrywide Home Loans conducts a quality control review of
a sample of the mortgage loans. The number of loans reviewed in the quality
control process varies based on a variety of factors, including Countrywide Home
Loans' prior experience with the correspondent lender and the results of the
quality control review process itself.

          Countrywide Home Loans' underwriting standards are applied by or on
behalf of Countrywide Home Loans to evaluate the prospective borrower's credit
standing and repayment ability and the value and adequacy of the mortgaged
property as collateral. Under those standards, a prospective borrower must
generally demonstrate that the ratio of the borrower's monthly housing expenses
(including principal and interest on the proposed mortgage loan and, as
applicable, the related monthly portion of property taxes, hazard insurance and
mortgage insurance) to the borrower's monthly gross income and the ratio of
total monthly debt to the monthly gross income (the "debt-to-


                                      S-57



income" ratios) are within acceptable limits. If the prospective borrower has
applied for an interest-only Six-Month LIBOR Loan, the interest component of the
monthly mortgage expense is calculated based upon the initial interest rate plus
2%. If the prospective borrower has applied for a 3/1 Mortgage Loan or 3/27
Mortgage Loan and the Loan-to-Value Ratio is less than or equal to 75%, the
interest component of the monthly mortgage expense is calculated based on the
initial loan interest rate; if the Loan-to-Value Ratio exceeds 75%, the interest
component of the monthly mortgage expense calculation is based on the initial
loan interest rate plus 2%. If the prospective borrower has applied for a 5/1
Mortgage Loan, a 5/25 Mortgage Loan, a 7/1 Mortgage Loan, a 7/23 Mortgage Loan,
a 10/1 Mortgage Loan or a 10/20 Mortgage Loan, the interest component of the
monthly mortgage expense is calculated based on the initial loan interest rate.
If the prospective borrower has applied for a Negative Amortization Loan, the
interest component of the monthly housing expense calculation is based upon the
greater of 4.25% and the fully indexed mortgage note rate at the time of loan
application. The maximum acceptable debt-to-income ratio, which is determined on
a loan-by-loan basis varies depending on a number of underwriting criteria,
including the Loan-to-Value Ratio, loan purpose, loan amount and credit history
of the borrower. In addition to meeting the debt-to-income ratio guidelines,
each prospective borrower is required to have sufficient cash resources to pay
the down payment and closing costs. Exceptions to Countrywide Home Loans'
underwriting guidelines may be made if compensating factors are demonstrated by
a prospective borrower. Additionally, Countrywide Home Loans does permit its
adjustable rate mortgage loans, hybrid adjustable rate mortgage loans and
negative amortization mortgage loans to be assumed by a purchaser of the related
mortgaged property, so long as the mortgage loan is in its adjustable rate
period (except for a 3/1 Mortgage Loan, which may be assumed during the fixed
rate period) and the related purchaser meets Countrywide Home Loans'
underwriting standards that are then in effect.

          Countrywide Home Loans may provide secondary financing to a borrower
contemporaneously with the origination of a mortgage loan, subject to the
following limitations: the Loan-to-Value Ratio of the senior (i.e., first) lien
may not exceed 80% and the combined Loan-to-Value Ratio may not exceed 100%.
Countrywide Home Loans' underwriting guidelines do not prohibit or otherwise
restrict a borrower from obtaining secondary financing from lenders other than
Countrywide Home Loans, whether at origination of the mortgage loan or
thereafter.

          The nature of the information that a borrower is required to disclose
and whether the information is verified depends, in part, on the documentation
program used in the origination process. In general under the Full Documentation
Loan Program (the "FULL DOCUMENTATION PROGRAM"), each prospective borrower is
required to complete an application which includes information with respect to
the applicant's assets, liabilities, income, credit history, employment history
and other personal information. Self-employed individuals are generally required
to submit their two most recent federal income tax returns. Under the Full
Documentation Program, the underwriter verifies the information contained in the
application relating to employment, income, assets and mortgages.

          A prospective borrower may be eligible for a loan approval process
that limits or eliminates Countrywide Home Loans' standard disclosure or
verification requirements or both. Countrywide Home Loans offers the following
documentation programs as alternatives to its Full Documentation Program: an
Alternative Documentation Loan Program (the "ALTERNATIVE DOCUMENTATION
PROGRAM"), a Reduced Documentation Loan Program (the "REDUCED DOCUMENTATION
PROGRAM"), a CLUES Plus Documentation Loan Program (the "CLUES PLUS
DOCUMENTATION PROGRAM"), a No Income/No Asset Documentation Loan Program (the
"NO INCOME/NO ASSET DOCUMENTATION PROGRAM"), a Stated Income/Stated Asset
Documentation Loan Program (the "STATED INCOME/STATED ASSET DOCUMENTATION
PROGRAM") and a Streamlined Documentation Loan Program (the "STREAMLINED
DOCUMENTATION PROGRAM").

          For all mortgage loans originated or acquired by Countrywide Home
Loans, Countrywide Home Loans obtains a credit report relating to the applicant
from a credit reporting company. The credit report typically contains
information relating to such matters as credit history with local and national
merchants and lenders, installment debt payments and any record of defaults,
bankruptcy, dispossession, suits or judgments. All adverse information in the
credit report is required to be explained by the prospective borrower to the
satisfaction of the lending officer.

          Except with respect to the mortgage loans originated pursuant to its
Streamlined Documentation Program, whose values were confirmed with a Fannie Mae
proprietary automated valuation model, Countrywide Home Loans obtains appraisals
from independent appraisers or appraisal services for properties that are to
secure mortgage loans. The appraisers inspect and appraise the proposed
mortgaged property and verify that the property is in acceptable condition.
Following each appraisal, the appraiser prepares a report which includes a
market data analysis based on


                                      S-58



recent sales of comparable homes in the area and, when deemed appropriate, a
replacement cost analysis based on the current cost of constructing a similar
home. All appraisals are required to conform to Fannie Mae or Freddie Mac
appraisal standards then in effect.

          Countrywide Home Loans requires title insurance on all of its mortgage
loans secured by first liens on real property. Countrywide Home Loans also
requires that fire and extended coverage casualty insurance be maintained on the
mortgaged property in an amount at least equal to the principal balance of the
related single-family mortgage loan or the replacement cost of the mortgaged
property, whichever is less.

          In addition to Countrywide Home Loans' standard underwriting
guidelines (the "STANDARD UNDERWRITING GUIDELINES"), which are consistent in
many respects with the guidelines applied to mortgage loans purchased by Fannie
Mae and Freddie Mac, Countrywide Home Loans uses underwriting guidelines
featuring expanded criteria (the "EXPANDED UNDERWRITING GUIDELINES"). The
Standard Underwriting Guidelines and the Expanded Underwriting Guidelines are
described further under the next two headings.

          Standard Underwriting Guidelines

          Countrywide Home Loans' Standard Underwriting Guidelines for mortgage
loans with non-conforming original principal balances generally allow
Loan-to-Value Ratios at origination of up to 95% for purchase money or rate and
term refinance mortgage loans with original principal balances of up to
$400,000, up to 90% for mortgage loans with original principal balances of up to
$650,000, up to 75% for mortgage loans with original principal balances of up to
$1,000,000, up to 65% for mortgage loans with original principal balances of up
to $1,500,000, and up to 60% for mortgage loans with original principal balances
of up to $2,000,000.

          For cash-out refinance mortgage loans, Countrywide Home Loans'
Standard Underwriting Guidelines for mortgage loans with non-conforming original
principal balances generally allow Loan-to-Value Ratios at origination of up to
75% and original principal balances ranging up to $650,000. The maximum
"cash-out" amount permitted is $200,000 and is based in part on the original
Loan-to-Value Ratio of the related mortgage loan. As used in this prospectus
supplement, a refinance mortgage loan is classified as a cash-out refinance
mortgage loan by Countrywide Home Loans if the borrower retains an amount
greater than the lesser of 2% of the entire amount of the proceeds from the
refinancing of the existing loan or $2,000.

          Countrywide Home Loans' Standard Underwriting Guidelines for
conforming balance mortgage loans generally allow Loan-to-Value Ratios at
origination on owner occupied properties of up to 95% on 1 unit properties with
principal balances up to $417,000 ($625,500 in Alaska and Hawaii) and 2 unit
properties with principal balances up to $533,850 ($800,775 in Alaska and
Hawaii) and up to 80% on 3 unit properties with principal balances of up to
$645,300 ($967,950 in Alaska and Hawaii) and 4 unit properties with principal
balances of up to $801,950 ($1,202,925 in Alaska and Hawaii). On second homes,
Countrywide Home Loans' Standard Underwriting Guidelines for conforming balance
mortgage loans generally allow Loan-to-Value Ratios at origination of up to 95%
on 1 unit properties with principal balances up to $417,000 ($625,500 in Alaska
and Hawaii). Countrywide Home Loans' Standard Underwriting Guidelines for
conforming balance mortgage loans generally allow Loan-to-Value Ratios at
origination on investment properties of up to 90% on 1 unit properties with
principal balances up to $417,000 ($625,500 in Alaska and Hawaii) and 2 unit
properties with principal balances up to $533,850 ($800,775 in Alaska and
Hawaii) and up to 75% on 3 unit properties with principal balances of up to
$645,300 ($967,950 in Alaska and Hawaii) and 4 unit properties with principal
balances of up to $801,950 ($1,202,925 in Alaska and Hawaii).

          Under its Standard Underwriting Guidelines, Countrywide Home Loans
generally permits a debt-to-income ratio based on the borrower's monthly housing
expenses of up to 33% and a debt-to-income ratio based on the borrower's total
monthly debt of up to 38%.

          In connection with the Standard Underwriting Guidelines, Countrywide
Home Loans originates or acquires mortgage loans under the Full Documentation
Program, the Alternative Documentation Program, the Reduced Documentation
Program, the CLUES Plus Documentation Program or the Streamlined Documentation
Program.


                                      S-59



          The Alternative Documentation Program permits a borrower to provide
W-2 forms instead of tax returns covering the most recent two years, permits
bank statements in lieu of verification of deposits and permits alternative
methods of employment verification.

          Under the Reduced Documentation Program, some underwriting
documentation concerning income, employment and asset verification is waived.
Countrywide Home Loans obtains from a prospective borrower either a verification
of deposit or bank statements for the two-month period immediately before the
date of the mortgage loan application or verbal verification of employment.
Since information relating to a prospective borrower's income and employment is
not verified, the borrower's debt-to-income ratios are calculated based on the
information provided by the borrower in the mortgage loan application. The
maximum Loan-to-Value Ratio ranges up to 95%.

          The CLUES Plus Documentation Program permits the verification of
employment by alternative means, if necessary, including verbal verification of
employment or reviewing paycheck stubs covering the pay period immediately prior
to the date of the mortgage loan application. To verify the borrower's assets
and the sufficiency of the borrower's funds for closing, Countrywide Home Loans
obtains deposit or bank account statements from each prospective borrower for
the month immediately prior to the date of the mortgage loan application. Under
the CLUES Plus Documentation Program, the maximum Loan-to-Value Ratio is 75% and
property values may be based on appraisals comprising only interior and exterior
inspections. Cash-out refinances and investor properties are not permitted under
the CLUES Plus Documentation Program.

          The Streamlined Documentation Program is available for borrowers who
are refinancing an existing mortgage loan that was originated or acquired by
Countrywide Home Loans provided that, among other things, the mortgage loan has
not been more than 30 days delinquent in payment during the previous
twelve-month period. Under the Streamlined Documentation Program, appraisals are
obtained only if the loan amount of the loan being refinanced had a
Loan-to-Value Ratio at the time of origination in excess of 80% or if the loan
amount of the new loan being originated is greater than $650,000. In addition,
under the Streamlined Documentation Program, a credit report is obtained but
only a limited credit review is conducted, no income or asset verification is
required, and telephonic verification of employment is permitted. The maximum
Loan-to-Value Ratio under the Streamlined Documentation Program ranges up to
95%.

          Expanded Underwriting Guidelines

          Mortgage loans which are underwritten pursuant to the Expanded
Underwriting Guidelines may have higher Loan-to-Value Ratios, higher loan
amounts and different documentation requirements than those associated with the
Standard Underwriting Guidelines. The Expanded Underwriting Guidelines also
permit higher debt-to-income ratios than mortgage loans underwritten pursuant to
the Standard Underwriting Guidelines.

          Countrywide Home Loans' Expanded Underwriting Guidelines for mortgage
loans with non-conforming original principal balances generally allow
Loan-to-Value Ratios at origination of up to 95% for purchase money or rate and
term refinance mortgage loans with original principal balances of up to
$400,000, up to 90% for mortgage loans with original principal balances of up to
$650,000, up to 80% for mortgage loans with original principal balances of up to
$1,000,000, up to 75% for mortgage loans with original principal balances of up
to $1,500,000 and up to 70% for mortgage loans with original principal balances
of up to $3,000,000. Under certain circumstances, however, Countrywide Home
Loans' Expanded Underwriting Guidelines allow for Loan-to-Value Ratios of up to
100% for purchase money mortgage loans with original principal balances of up to
$375,000.

          For cash-out refinance mortgage loans, Countrywide Home Loans'
Expanded Underwriting Guidelines for mortgage loans with non-conforming original
principal balances generally allow Loan-to-Value Ratios at origination of up to
90% and original principal balances ranging up to $1,500,000. The maximum
"cash-out" amount permitted is $400,000 and is based in part on the original
Loan-to-Value Ratio of the related mortgage loan.

          Countrywide Home Loans' Expanded Underwriting Guidelines for
conforming balance mortgage loans generally allow Loan-to-Value Ratios at
origination on owner occupied properties of up to 100% on 1 unit properties with
principal balances up to $417,000 ($625,500 in Alaska and Hawaii) and 2 unit
properties with principal balances up to $533,850 ($800,775 in Alaska and
Hawaii) and up to 85% on 3 unit properties with


                                      S-60



principal balances of up to $645,300 ($967,950 in Alaska and Hawaii) and 4 unit
properties with principal balances of up to $801,950 ($1,202,925 in Alaska and
Hawaii). On second homes, Countrywide Home Loans' Expanded Underwriting
Guidelines for conforming balance mortgage loans generally allow Loan-to-Value
Ratios at origination of up to 95% on 1 unit properties with principal balances
up to $417,000 ($625,500 in Alaska and Hawaii). Countrywide Home Loans' Expanded
Underwriting Guidelines for conforming balance mortgage loans generally allow
Loan-to-Value Ratios at origination on investment properties of up to 90% on 1
unit properties with principal balances up to $417,000 ($625,500 in Alaska and
Hawaii) and 2 unit properties with principal balances up to $533,850 ($800,775
in Alaska and Hawaii) and up to 85% on 3 unit properties with principal balances
of up to $645,300 ($967,950 in Alaska and Hawaii) and 4 unit properties with
principal balances of up to $801,950 ($1,202,925 in Alaska and Hawaii).

          Under its Expanded Underwriting Guidelines, Countrywide Home Loans
generally permits a debt-to-income ratio based on the borrower's monthly housing
expenses of up to 36% and a debt-to-income ratio based on the borrower's total
monthly debt of up to 40%; provided, however, that if the Loan-to-Value Ratio
exceeds 80%, the maximum permitted debt-to-income ratios are 33% and 38%,
respectively.

          In connection with the Expanded Underwriting Guidelines, Countrywide
Home Loans originates or acquires mortgage loans under the Full Documentation
Program, the Alternative Documentation Program, the Reduced Documentation Loan
Program, the No Income/No Asset Documentation Program and the Stated
Income/Stated Asset Documentation Program. Neither the No Income/No Asset
Documentation Program nor the Stated Income/Stated Asset Documentation Program
is available under the Standard Underwriting Guidelines.

          The same documentation and verification requirements apply to mortgage
loans documented under the Alternative Documentation Program regardless of
whether the loan has been underwritten under the Expanded Underwriting
Guidelines or the Standard Underwriting Guidelines. However, under the
Alternative Documentation Program, mortgage loans that have been underwritten
pursuant to the Expanded Underwriting Guidelines may have higher loan balances
and Loan-to-Value Ratios than those permitted under the Standard Underwriting
Guidelines.

          Similarly, the same documentation and verification requirements apply
to mortgage loans documented under the Reduced Documentation Program regardless
of whether the loan has been underwritten under the Expanded Underwriting
Guidelines or the Standard Underwriting Guidelines. However, under the Reduced
Documentation Program, higher loan balances and Loan-to-Value Ratios are
permitted for mortgage loans underwritten pursuant to the Expanded Underwriting
Guidelines than those permitted under the Standard Underwriting Guidelines. The
maximum Loan-to-Value Ratio, including secondary financing, ranges up to 90%.
The borrower is not required to disclose any income information for some
mortgage loans originated under the Reduced Documentation Program, and
accordingly debt-to-income ratios are not calculated or included in the
underwriting analysis. The maximum Loan-to-Value Ratio, including secondary
financing, for those mortgage loans ranges up to 85%.

          Under the No Income/No Asset Documentation Program, no documentation
relating to a prospective borrower's income, employment or assets is required
and therefore debt-to-income ratios are not calculated or included in the
underwriting analysis, or if the documentation or calculations are included in a
mortgage loan file, they are not taken into account for purposes of the
underwriting analysis. This program is limited to borrowers with excellent
credit histories. Under the No Income/No Asset Documentation Program, the
maximum Loan-to-Value Ratio, including secondary financing, ranges up to 95%.
Mortgage loans originated under the No Income/No Asset Documentation Program are
generally eligible for sale to Fannie Mae or Freddie Mac.

          Under the Stated Income/Stated Asset Documentation Program, the
mortgage loan application is reviewed to determine that the stated income is
reasonable for the borrower's employment and that the stated assets are
consistent with the borrower's income. The Stated Income/Stated Asset
Documentation Program permits maximum Loan-to-Value Ratios up to 90%. Mortgage
loans originated under the Stated Income/Stated Asset Documentation Program are
generally eligible for sale to Fannie Mae or Freddie Mac.


                                      S-61



INDYMAC BANK'S UNDERWRITING STANDARDS

          Mortgage loans that are acquired by IndyMac Bank are underwritten by
IndyMac Bank according to IndyMac Bank's underwriting guidelines, which also
accept mortgage loans meeting Fannie Mae or Freddie Mac guidelines regardless of
whether such mortgage loans would otherwise meet IndyMac Bank's guidelines, or
pursuant to an exception to those guidelines based on IndyMac Bank's procedures
for approving such exceptions. Conventional mortgage loans are loans that are
not insured by the FHA or partially guaranteed by the VA. Conforming mortgage
loans are loans that qualify for sale to Fannie Mae and Freddie Mac, whereas
non-conforming mortgage loans are loans that do not so qualify. Non-conforming
mortgage loans originated or purchased by IndyMac Bank pursuant to its
underwriting programs typically differ from conforming loans primarily with
respect to loan-to-value ratios, borrower income, required documentation,
interest rates, borrower occupancy of the mortgaged property and/or property
types. To the extent that these programs reflect underwriting standards
different from those of Fannie Mae and Freddie Mac, the performance of loans
made pursuant to these different underwriting standards may reflect higher
delinquency rates and/or credit losses.

          IndyMac Bank has two principal underwriting methods designed to be
responsive to the needs of its mortgage loan customers: traditional underwriting
and Electronic Mortgage Information and Transaction System ("E-MITS")
underwriting. E-MITS is an automated, internet-based underwriting and risk-based
pricing system. IndyMac Bank believes that e-MITS generally enables it to
estimate expected credit loss, interest rate risk and prepayment risk more
objectively than traditional underwriting and also provides consistent
underwriting decisions. IndyMac Bank has procedures to override an e-MITS
decision to allow for compensating factors.

          IndyMac Bank's underwriting criteria for traditionally underwritten
mortgage loans includes an analysis of the borrower's credit history, ability to
repay the mortgage loan and the adequacy of the mortgaged property as
collateral. Traditional underwriting decisions are made by individuals
authorized to consider compensating factors that would allow mortgage loans not
otherwise meeting IndyMac Bank's guidelines.

          In determining a borrower's FICO Credit Score, IndyMac Bank generally
selects the middle credit score of the scores provided by each of the three
major U.S. credit repositories (Equifax, TransUnion and Experian) for each
borrower, and then selects the lowest of these scores. In some instances,
IndyMac Bank selects the middle score of the borrower with the largest amount of
qualifying income among all of the borrowers on the mortgage loan. A FICO Credit
Score might not be available for a borrower due to insufficient credit
information on file with the credit repositories. In these situations, IndyMac
Bank will establish a borrower's credit history through documentation of
alternative sources of credit such as utility payments, auto insurance payments
and rent payments. In addition to the FICO Credit Score, other information
regarding a borrower's credit quality is considered in the loan approval
process, such as the number and degree of any late mortgage or rent payments
within the preceding 12-month period, the age of any foreclosure action against
any property owned by the borrower, the age of any bankruptcy action, the number
of seasoned tradelines reflected on the credit report and any outstanding
judgments, liens, charge-offs or collections.

          For each mortgage loan with a Loan-to-Value Ratio at origination
exceeding 80%, IndyMac Bank will usually require a primary mortgage guarantee
insurance policy that conforms to the guidelines of Fannie Mae and Freddie Mac.
After the date on which the Loan-to-Value Ratio of a mortgage loan is 80% or
less, either because of principal payments on the mortgage loan or because of a
new appraisal of the mortgaged property, no primary mortgage guaranty insurance
policy will be required on that mortgage loan.

          All of the insurers that have issued primary mortgage guaranty
insurance policies with respect to the mortgage loans meet Fannie Mae's or
Freddie Mac's standards or are acceptable to the Rating Agencies. In some
circumstances, however, IndyMac Bank does not require primary mortgage guaranty
insurance on mortgage loans with Loan-to-Value Ratios greater than 80%.

          IndyMac Bank purchases loans that have been originated under one of
seven documentation programs: Full/Alternate, FastForward, Limited, Stated
Income, No Ratio, No Income/No Asset and No Doc. In general, documentation types
that provide for less than full documentation of employment, income and liquid
assets require higher credit quality and have lower loan-to-value ratios and
loan amount limits.


                                      S-62



          Under the Full/Alternate Documentation Program, the prospective
borrower's employment, income and assets are verified through written
documentation such as tax returns, pay stubs or W-2 forms. Generally, a two-year
history of employment or continuous source of income is required to demonstrate
adequacy and continuance of income. Borrowers applying under the Full/Alternate
Documentation Program may, based on certain loan characteristics and higher
credit quality, qualify for IndyMac Bank's FastForward program and be entitled
to income and asset documentation relief. Borrowers who qualify for FastForward
must state their income, provide a signed Internal Revenue Service Form 4506
(authorizing IndyMac Bank to obtain copies of their tax returns), and state
their assets. IndyMac Bank does not require any verification of income or assets
under this program.

          The Limited Documentation Program is similar to the Full/Alternate
Documentation Program except that borrowers generally must document income and
employment for one year (rather than two, as required by the Full/Alternate
Documentation Program). Borrowers under the Limited Documentation Program may
use bank statements to verify their income and employment. If applicable,
written verification of a borrower's assets is required under this program.

          The Stated Income Documentation Program requires prospective borrowers
to provide information regarding their assets and income. Information regarding
a borrower's assets, if applicable, is verified through written communications.
Information regarding income is not verified and employment verification may not
be written.

          The No Ratio Program requires prospective borrowers to provide
information regarding their assets, which is then verified through written
communications. The No Ratio Program does not require prospective borrowers to
provide information regarding their income, but verification of employment may
not be written.

          Under the No Income/No Asset Documentation Program and the No Doc
Documentation Program, emphasis is placed on the credit score of the prospective
borrower and on the value and adequacy of the mortgaged property as collateral,
rather than on the income and the assets of the prospective borrower.
Prospective borrowers are not required to provide information regarding their
assets or income under either program, although under the No Income/No Asset
Documentation Program, employment is orally verified.

          IndyMac Bank generally will re-verify income, assets, and employment
for mortgage loans it acquires through the wholesale channel, but not for
mortgage loans acquired through other channels.

          Maximum loan-to-value and combined loan-to-value ratios and loan
amounts are established according to the occupancy type, loan purpose, property
type, FICO Credit Score, number of previous late mortgage payments, and the age
of any bankruptcy or foreclosure actions. Additionally, maximum total monthly
debt payments-to-income ratios and cash-out limits may be applied. Other factors
may be considered in determining loan eligibility such as a borrower's residency
and immigration status, whether a non-occupying borrower will be included for
qualification purposes, sales or financing concessions included in any purchase
contract, the acquisition cost of the property in the case of a refinance
transaction, the number of properties owned by the borrower, the type and amount
of any subordinate mortgage, the amount of any increase in the borrower's
monthly mortgage payment compared to previous mortgage or rent payments and the
amount of disposable monthly income after payment of all monthly expenses.

          To determine the adequacy of the property to be used as collateral, an
appraisal is generally made of the subject property in accordance with the
Uniform Standards of Profession Appraisal Practice. The appraiser generally
inspects the property, analyzes data including the sales prices of comparable
properties and issues an opinion of value using a Fannie Mae/Freddie Mac
appraisal report form, or other acceptable form. In some cases, an automated
valuation model ("AVM") may be used in lieu of an appraisal. AVMs are computer
programs that use real estate information, such as demographics, property
characteristics, sales prices, and price trends to calculate a value for the
specific property. The value of the property, as indicated by the appraisal or
AVM, must support the loan amount.

          Underwriting procedures vary by channel of origination. Generally,
mortgage loans originated through the mortgage professional channel will be
submitted to e-MITS for assessment and subjected to a full credit review and
analysis. Mortgage loans that do not meet IndyMac Bank's guidelines may be
manually re-underwritten and


                                      S-63



approved under an exception to those underwriting guidelines. Mortgage loans
originated through the consumer direct channel are subjected to essentially the
same procedures, modified as necessary to reflect the fact that no third-party
contributes to the preparation of the credit file.

          IndyMac Bank currently operates two mortgage loan purchase programs as
part of its correspondent channel:

          1. Prior Approval Program. Under this program, IndyMac Bank performs a
full credit review and analysis of each mortgage loan generally with the same
procedures used for mortgage loans originated through the mortgage professionals
channel. Only after IndyMac Bank issues an approval notice to a loan originator
is a mortgage loan eligible for purchase pursuant to this program.

          2. Preferred Delegated Underwriting Program. Under this program, loan
originators that meet certain eligibility requirements are allowed to tender
mortgage loans for purchase without the need for IndyMac Bank to verify
mortgagor information. The eligibility requirements for participation in the
Preferred Delegated Underwriting Program vary based on the net worth of the loan
originators with more stringent requirements imposed on loan originators with a
lower net worth. Loan originators are required to submit a variety of
information to IndyMac Bank for review, including their current audited
financial statements, their quality control policies and procedures, their
current errors and omissions/fidelity insurance coverage evidencing blanket
coverage in a minimum amount of $300,000, at least three underwriters' resumes
showing at least three years experience or a direct endorsement designation, and
at least two references from mortgage insurance companies. Loan originators are
required to have an active, traditional warehouse line of credit, which is
verified together with the bailee letter and wire instructions. IndyMac Bank
requires each loan originator to be recertified on an annual basis to ensure
that it continues to meet the minimum eligibility guidelines for the Preferred
Delegated Underwriting Program.

          Under the Preferred Delegated Underwriting Program, each eligible loan
originator is required to underwrite mortgage loans in compliance with IndyMac
Bank's underwriting guidelines usually by use of e-MITS or, infrequently, by
submission of the mortgage loan to IndyMac Bank for traditional underwriting. A
greater percentage of mortgage loans purchased pursuant to this program are
selected for post-purchase quality control review than for the other program.

          Mortgage loans originated through the conduit channel were generally
initially underwritten by the seller to the seller's underwriting guidelines.
IndyMac Bank reviews each seller's guidelines for acceptability, and these
guidelines generally meet industry standards and incorporate many of the same
factors used by Fannie Mae, Freddie Mac and IndyMac Bank. Each mortgage loan is
re-underwritten by IndyMac Bank for compliance with its guidelines based only on
the objective characteristics of the mortgage loan, such as FICO, documentation
type, loan-to-value ratio, etc., but without reassessing the underwriting
procedures originally used. In addition, a portion of the mortgage loans
acquired from a seller are subjected to a full re-underwriting.

          Exceptions to underwriting standards are permitted in situations in
which compensating factors exist. Examples of these factors are significant
financial reserves, a low loan-to-value ratio, significant decrease in the
borrower's monthly payment and long-term employment with the same employer.

                                   THE SPONSOR

          The Sponsor, Bank of America, National Association, is an indirect
wholly-owned subsidiary of Bank of America Corporation.

          See "The Sponsor, " "Mortgage Purchase Program," "Servicing of the
Mortgage Loans" and "The Pooling and Servicing Agreement" in the prospectus for
more information about the Sponsor, its securitization programs and its material
roles and duties in this securitization.


                                      S-64



                             STATIC POOL INFORMATION

          Information concerning the Sponsor's prior residential mortgage loan
securitizations related to the Depositor involving fixed- and adjustable-rate
first lien mortgage loans and information regarding certain of the Originators'
prior residential mortgage loan securitizations is available on the internet at
www.bofa.com/bafc. On this website, you can view, as applicable, summary pool
information as of the applicable securitization cut-off date and delinquency,
cumulative loss, and prepayment information as of each distribution date by
securitization for the past five years, or since the applicable securitization
closing date if the applicable securitization closing date occurred less than
five years from the date of this prospectus supplement. Certain of the Sponsor's
mortgage loan securitizations identified on this website include mortgage loans
that were purchased by the Sponsor from one or more of the Originators. Each of
the mortgage loan securitizations identified on this website is unique, and the
characteristics of each securitized mortgage loan pool varies from each other as
well as from the mortgage loans to be included in the trust that will issue the
certificates offered by this prospectus supplement. In addition, the performance
information relating to the prior securitizations described above may have been
influenced by factors beyond the Sponsor's or Originator's control, such as
housing prices and market interest rates. Therefore, the performance of these
prior mortgage loan securitizations is likely not to be indicative of the future
performance of the mortgage loans to be included in the trust related to this
offering. The Originator information referred to above was prepared solely by
the applicable Originator.

          The static pool data referred to above relating to securitized pools
issued prior to January 1, 2006 will not form a part of this prospectus
supplement, the accompanying prospectus or the Depositor's registration
statement.

          The performance of prior residential mortgage loan pools may not be
indicative of the future performance of the Mortgage Loans.

                                  THE DEPOSITOR

          The Depositor, Banc of America Funding Corporation, is an indirect
subsidiary of Bank of America Corporation.

          See "The Depositor," "Mortgage Purchase Program" and "The Pooling and
Servicing Agreement" in the prospectus for more information about the Depositor
and its material roles and duties in this securitization.

                               THE ISSUING ENTITY

          The issuing entity will be a New York common law trust (the "ISSUING
ENTITY"), formed on the Closing Date pursuant to the Pooling and Servicing
Agreement. The Mortgage Loans will be deposited by the Depositor into the
Issuing Entity under the Pooling and Servicing Agreement as described in the
prospectus under "The Pooling and Servicing Agreement--Assignment of Mortgage
Loans to the Trustee." The Issuing Entity will have no officers or directors and
no activities or continuing duties other than to hold the assets underlying the
Certificates and to issue the Certificates. The fiscal year end of the Issuing
Entity will be December 31 of each year.

          The Issuing Entity will be administered by the Trustee pursuant to the
terms of the Pooling and Servicing Agreement as described under "The Pooling and
Servicing Agreement and the Servicing Agreements" in this prospectus supplement.
Prior to an event of default, the Trustee, on behalf of the Issuing Entity, is
only permitted to take the actions specifically provided in the Pooling and
Servicing Agreement. Under the Pooling and Servicing Agreement, the Trustee on
behalf of the Issuing Entity will not have the power to issue additional
certificates representing interests in the Issuing Entity, borrow money on
behalf of the Issuing Entity or make loans from the assets of the Issuing Entity
to any person or entity.

          The Issuing Entity, as a common law trust, may not be eligible to be a
debtor in a bankruptcy proceeding, unless it can be characterized as a "business
trust" for purposes of federal bankruptcy laws. Bankruptcy courts consider
various factors in making a determination as to whether an entity is a business
trust, therefore it is not possible to predict with any certainty whether or not
the Issuing Entity would be considered a "business trust." In addition, in the
event of bankruptcy of the Sponsor, the Depositor or any other party to the
transaction, it is not


                                      S-65



anticipated that the trust fund would become part of the bankruptcy estate or
subject to the bankruptcy of a third party. See "Risk Factors--Special Power of
the FDIC in the Event of Insolvency of the Sponsor Could Delay or Reduce
Distributions on the Certificates" and "--Insolvency of the Depositor May Delay
or Reduce Collections on Mortgage Loans" in the prospectus.

                           SERVICING OF MORTGAGE LOANS

          The table below sets forth the percentage of Mortgage Loans in each
Loan Group and Aggregate Loan Group that are serviced by the entities listed
below.



                                           COUNTRYWIDE
                         BANK OF AMERICA    SERVICING    GREENPOINT   INDYMAC BANK   WELLS FARGO BANK
                         ---------------   -----------   ----------   ------------   ----------------

Loan Group 1                   0.19%          82.84%       16.61%         0.00%            0.36%
Loan Group 2                 100.00%           0.00%        0.00%         0.00%            0.00%
Loan Group 3                 100.00%           0.00%        0.00%         0.00%            0.00%
Loan Group 4                 100.00%           0.00%        0.00%         0.00%            0.00%
Loan Group 5                 100.00%           0.00%        0.00%         0.00%            0.00%
Loan Group 6A                  0.00%           0.00%        0.00%       100.00%            0.00%
Loan Group 6B                  0.00%           0.00%        0.00%       100.00%            0.00%
Aggregate Loan Group X       100.00%           0.00%        0.00%         0.00%            0.00%
Aggregate Loan Group 6         0.00%           0.00%        0.00%       100.00%            0.00%


          For a description of the servicing experience and procedures of the
Services who serviced over 20% of the Mortgage Loans in any Loan Group as of the
Cut-off Date, see "Mortgage Loan Underwriting Standards--Bank of America's
Servicing Experience and Procedures," "--Countrywide Home Loans Servicing LP"
and "--IndyMac Bank's Servicing Experience and Procedures" in this prospectus
supplement below.

          Bank of America (in its capacity as servicer, a "SERVICER") will
service the applicable Mortgage Loans pursuant to a servicing agreement, to be
dated April 28, 2006 (the "BANK OF AMERICA SERVICING AGREEMENT"). Countrywide
Home Loans Servicing LP (in its capacity as servicer, a "SERVICER") will service
the applicable Mortgage Loans pursuant to a master mortgage loan purchase and
servicing agreement, dated as of April 1, 2003 (as amended from time to time,
the "COUNTRYWIDE SERVICING AGREEMENT"). IndyMac Bank (in its capacity as
servicer, a "SERVICER") will service the applicable Mortgage Loans pursuant to a
flow sale and servicing agreement, dated as of March 1, 2006 (as amended from
time to time, the "INDYMAC SERVICING AGREEMENT"). The remaining Mortgage Loans
that are not serviced by Bank of America, Countrywide Servicing or IndyMac Bank
will be serviced by either GreenPoint Mortgage Funding, Inc. or Wells Fargo Bank
(each, a "SERVICER" and collectively with Bank of America, Countrywide Servicing
and IndyMac Bank, the "SERVICERS"), neither of which service 10% or more of the
aggregate Stated Principal Balance of the Mortgage Loans in any particular Loan
Group as of the Cut-off Date, pursuant to the terms of related servicing
agreements (collectively with the Bank of America Servicing Agreement, the
Countrywide Servicing Agreement and the IndyMac Servicing Agreement, the
"SERVICING AGREEMENTS").

          The Servicers may perform any of their obligations under the Servicing
Agreements through one or more subservicers. Despite the existence of
subservicing arrangements, each Servicer will be liable for its servicing duties
and obligations under the related Servicing Agreement as if such Servicer alone
were servicing the related Mortgage Loans. All of the Mortgage Loans will be
master serviced by Wells Fargo Bank, N.A. (in such capacity, the "MASTER
SERVICER") in accordance with the terms of the Pooling and Servicing Agreement.
The Master Servicer will be required to supervise, monitor and oversee the
performance of the Servicers, but will not be directly responsible for the
servicing of the Mortgage Loans. In the event of a default by a Servicer (other
than Wells Fargo Bank) under the related Servicing Agreement, the Master
Servicer will be required to enforce any remedies against such Servicer and will
be required to either find a successor servicer or assume the primary servicing
obligations of the related Mortgage Loans. In the event the default is by Wells
Fargo Bank in its capacity as a Servicer, the Trustee will be required to
enforce any remedies against Wells Fargo Bank and either appoint a successor
servicer or assume the primary servicing obligations of the related Mortgage
Loans.


                                      S-66



THE MASTER SERVICER AND SECURITIES ADMINISTRATOR

          Wells Fargo Bank, N.A., a national banking association, will be the
Master Servicer and Securities Administrator under the Pooling and Servicing
Agreement.

          Description of Wells Fargo Bank, N.A. as Master Servicer and
Securities Administrator

          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, Wells Fargo & Company is among the leading U.S. bank holding
companies, 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 Depositor, the Sponsor and the
Servicers may maintain banking and other commercial relationships with Wells
Fargo Bank and its affiliates. Wells Fargo Bank's principal corporate trust
offices are 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.

          Master Servicer

          Wells Fargo Bank will act as Master Servicer pursuant to the Pooling
and Servicing Agreement. The Master Servicer will be 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 will independently calculate
monthly loan balances based on Servicer data, compare the results of such
calculation to Servicer loan-level reports and reconcile any discrepancies with
the Servicers. The Master Servicer will also review 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 Issuing Entity against such defaulting
Servicer. Wells Fargo Bank 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 1155 series of residential mortgage-backed securities
with an aggregate outstanding principal balance of approximately
$593,256,087,420.

          Securities Administrator

          Under the terms of the Pooling and Servicing Agreement, Wells Fargo
Bank will also be responsible for securities administration (in such capacity,
the "SECURITIES ADMINISTRATOR"), which includes pool performance calculations,
distribution calculations and the preparation of monthly distribution reports.
As Securities Administrator, Wells Fargo Bank will be responsible for the
preparation of all REMIC tax returns on behalf of the Issuing Entity and the
preparation of monthly reports on Form 10-D, annual reports on Form 10-K and
certain current reports on Form 8-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.

          Wells Fargo Bank serves or has served within the past two years as
loan file custodian 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 Issuing Entity. The terms of the custodial
agreement under which those services are provided by Wells Fargo Bank are
customary for the residential mortgage-backed securitization industry and
provide for the delivery, receipt, review and safekeeping of mortgage loan
files.


                                      S-67



THE SERVICERS

BANK OF AMERICA'S SERVICING EXPERIENCE AND PROCEDURES

          General

          Bank of America has been servicing consumer mortgage loans in excess
of 25 years. The table below sets forth information about Bank of America's
portfolio of first-lien, residential mortgage loans (excluding revolving home
equity lines of credit) as of the dates indicated:

                            AS OF               AS OF               AS OF
                      DECEMBER 31, 2003   DECEMBER 31, 2004   DECEMBER 31, 2005
                      -----------------   -----------------   -----------------
By Aggregate Unpaid
Principal Balance
(in Billions)            $    246.5           $    273.1         $    296.8

By Number                 2,215,425            2,258,581          2,227,378

          Bank of America has been approved as a mortgagee and seller/servicer
by the Department of Housing and Urban Development, the Veterans Administration,
Ginnie Mae, Fannie Mae and Freddie Mac. In addition to servicing certain
mortgages securitized by the Depositor, Bank of America also services loans that
are held in its portfolio and whole loans that are sold to a variety of
investors.

          Bank of America utilizes a mortgage-servicing technology platform with
multiple capabilities and reporting functions that is widely used within the
residential mortgage industry. This platform allows Bank of America to process
mortgage servicing activities including but not limited to: (i) performing
account maintenance; (ii) tracking consumer communications; (iii) facilitating
communication between Bank of America's different internal business units, and
between Bank of America and its third-party vendors; (iv) entering and updating
transaction data; and (v) generating various reports.

          Bank of America has implemented and tested a business continuity plan.
In case of a disruption, all functions of the disrupted facility are
automatically transferred to a different undisrupted facility. The facility
receiving the transfer of functionality will have access to all data and tools
necessary to continue servicing all mortgage loans. Bank of America's business
continuity plan is tested and updated annually.

          Bank of America's servicing policies and procedures have been
generally consistent for the last three years in all material respects. The only
significant changes in Bank of America's policies and procedures have come in
response to changes in federal or state law or investor requirements, such as
updates issued by Fannie Mae or Freddie Mac.

          Bank of America may perform any of its obligations under the Pooling
Agreement through one or more third-party vendors, affiliates or subsidiaries.
Bank of America may engage third-party vendors to provide technology or process
efficiencies. Bank of America monitors its third-party vendors in compliance
with the guidelines reviewed by the OCC. Bank of America has entered into
contracts with third-party vendors for functions related to customer bankruptcy,
certain foreclosure-related activities, hazard insurance, lockbox and document
printing.

          Delinquencies, Losses, Bankruptcies and Recoveries

          Bank of America monitors mortgage loans for a variety of situations
that present the risk of delinquency or loss to the Issuer. Those situations
include, without limitation, situations where a mortgagor has sold or
transferred the mortgaged property, where there has been damage to the mortgaged
property, where the mortgagor is late in making payments for any number of
reasons, and where the mortgagor has declared bankruptcy. The following is a
description of Bank of America's policies and procedures to respond to each of
these situations.


                                      S-68



          Property Damage

          Bank of America has retained a vendor to address most of the work
related to recovery of proceeds of hazard insurance. This vendor generally
performs the following tasks: (i) insurance customer service, (ii) flood
processing and tracking, (iii) renewal, (iv) lender-placed hazard insurance
tracking and placement and (v) claims processing. The vendor tracks and reports
its activities by directly accessing Bank of America's servicing system which
reports Bank of America employees actively monitor.

          Collections and Loss Mitigation

          Account status is monitored and efforts are made to prevent a mortgage
loan on which a payment is delinquent from going to foreclosure. Based on
account payment history, prior contact with the borrower, property status, and
various other factors, an appropriate course of action is employed to make
direct mail or phone contact with the borrower(s). All of the preceding factors
are considered when determining the appropriate timing for the contact efforts.

          Initial phone contact is pursued by Bank of America's collections
department, which utilizes a predictive dialer and manual efforts to perform
strategic call campaigns based on selected criteria including stage of
delinquency and industry credit/behavioral risk scoring. Call attempts may begin
within several days of the payment due date and continue throughout the
delinquency in accordance with investor, mortgage insurance and government
agency guidelines. The collection activities of Bank of America are consistent
with fair debt collection practices, including, but not limited to placing calls
to the mortgagor after 8:00 a.m. or before 9:00 p.m. local time at the
customer's location. Each caller in the collection department attempts to: (i)
obtain the reason for default; (ii) obtain information related to the
mortgagor's current financial situation; (iii) verify occupancy; (iv) refer the
mortgagor to counseling agencies if appropriate; and (v) determine the best
possible loss mitigation option. Systemic stops may be used to prevent accounts
from being subject to notices, letters, calls and inspections in certain
situations. Some examples of situations subject to a stop of collection activity
may include the initial period following the transfer of servicing to Bank of
America, certain bankruptcy accounts, and customers who are the victim of fraud
or identity theft.

          Bank of America grants a grace period of fifteen days after the due
date in which a borrower can make a monthly payment without incurring a penalty
or late charge. In addition, a mortgage loan is not considered delinquent unless
a full monthly payment has not been received by the close of business on the
last day of the month of the due date. For example, a mortgage loan with a due
date of May 1 is considered delinquent if a full monthly payment is not received
by May 31.

          Late charges are generally assessed after the due date at the
expiration of a grace period, if applicable. There may be situations, based on
the customer or account circumstances, where a late fee could be waived. Also
certain systemic stops may prevent the assessment of late fees, such as during
the initial period following the transfer of servicing to Bank of America.

          Direct mail contact efforts occur during the various stages of
delinquency. Generally a courtesy notice is sent to customers after the due date
and expiration of any grace period. General default communications may continue
with a late fee notice, account billing statements, breach letters, loss
mitigation solicitations, occupancy and property status inquiries, and
foreclosure notices, if appropriate. More specifically, customer contact is
generally made as follows: (i) during the first 30 days of delinquency, Bank of
America generally assesses a late fee, sends a late notice and generally calls
the customer during the last week of the 30-day period, (ii) during the next 30
days of delinquency, Bank of America again calls the customer, sends a loss
mitigation letter (setting forth appropriate options to bring the loan current)
within the first 15 days of this period and then, in the third week of this
period, sends a formal notice, known as a "breach letter," that is legally
required prior to commencing formal foreclosure proceedings, (iii) during the
next 15 days of delinquency, Bank of America calls the customer, sends another
loss mitigation letter and performs an inspection of the property, and (iv)
during the next 15 days of delinquency, Bank of America sends a final loss
mitigation solicitation letter before referring the matter to its foreclosure
vendor.

          In recognition of the fact that mortgage loans that are delinquent are
at higher risk for abandonment by the borrower, and may also face issues related
to maintenance, Bank of America has developed guidelines for inspecting


                                      S-69



properties for which a monthly payment is delinquent. Depending on various
factors, such as the ability to contact the customer, the delinquency status of
the account, and the property occupancy status, Bank of America will hire a
vendor to inspect the related property to determine its condition. If the
inspection results indicate a need for property safeguarding measures, such as
securing or winterizing, Bank of America will ensure the appropriate safeguards
are implemented in accordance with industry, legal and investor standards.

          Bank of America has a dedicated loss mitigation unit that receives
case referrals from its collection, foreclosure, and bankruptcy departments as
well as from the loss mitigation unit's own contact efforts. Delinquent mortgage
loans are reviewed for investor eligible loss mitigation options, which can
include a promise to pay, repayment plan, forbearance, moratorium, modification,
short sale, special forbearance, deed-in-lieu of foreclosure, borrower
assistance, partial claim, assumption, sale of property, demand arrears, or
foreclosure. Bank of America will opt for any one or more of these mitigation
options depending on various factors, but will pursue more extensive loss
mitigation solutions when a suitable arrangement for repayment or promise to pay
is not feasible because of the borrowers financial situation or unwillingness to
remain in the property. Payment activities on delinquent mortgage loans are
monitored to ensure the appropriate application of partial payments where
specific arrangements have been agreed to allow partial payments and to ensure
an appropriate response to situations in which a customer has paid with a check
that is returned for insufficient funds. Payment plans are monitored according
to the plan due dates.

          During the default process, if Bank of America becomes aware that the
borrower cannot continue to make regular scheduled payments and escrow
contributions, the loan will be deemed uncollectible. This may occur due to the
borrower's inability to bear the payment plan or failure to adhere to the
payment plan. Losses may be experienced on a mortgage loan during the real
estate owned process if the value of the property at time of liquidation is less
than the sum of the unpaid principal balance and all outstanding advances
(including, but not limited to, the outstanding unpaid principal balance of the
mortgage loan, interest advances, escrow advances, uncollected Servicing Fees,
property maintenance fees, attorney fees, and other necessary fees).

          Bankruptcy

          When a mortgagor files for bankruptcy, Bank of America's options for
recovery are more limited. Bank of America monitors bankruptcy proceedings and
develops appropriate responses based on a variety of factors, including: (i) the
chapter of the Bankruptcy Code under which the mortgagor filed; (ii) federal,
state and local regulations; (iii) determination-of-claim requirements; (iv)
motion requirements; and (v) specific orders issued through the applicable
court. Bank of America utilizes a vendor to receive automated notices on all new
bankruptcy filings. The vendor is either a law firm or retains a law firm from a
pre-approved list of law firms. After validation of the bankruptcy, the loan is
automatically added to the mortgage servicing system's bankruptcy workstation
and the loan is flagged or coded to prevent collection calls and notices. Bank
of America's bankruptcy staff is responsible for the daily monitoring of the
bankruptcy cases, including all customer inquiries, debtor and trustee payment
application, escrow analysis, strict compliance orders, reaffirmation agreements
and compliance with all investor and agency servicing and reporting
requirements.

          The vendor is responsible for filing all proof of claims, reviewing
plans, making objections and filing motions for relief. Bank of America
aggressively monitors the performance of the vendor daily, weekly and monthly
via control reports to ensure that investor/agency requirements are met and that
service levels are maintained.

          Foreclosure

          Bank of America delegates to a vendor initial responsibility for
activities related to foreclosure. Once Bank of America's collections department
approves a foreclosure, it places a stop on the mortgage loan and refers the
matter to the foreclosure vendor. The foreclosure vendor performs the following
services: (a) conducting pre-foreclosure monitoring; (b) retaining and managing
counsel to pursue the foreclosure; (c) conducting property inspections and
taking appropriate actions to preserve the value of the mortgaged property; (d)
obtaining broker price opinions; and (e) if applicable, filing damaged property
claims with insurance carriers on foreclosure mortgage loans. Bank of America
obtains an inspection of the property for loans that are delinquent sixty days
or more.


                                      S-70



          Bank of America manages the foreclosure vendor by reviewing monthly
automated performance reports that measure the timeliness and efficiency of the
foreclosure vendor's processing of loans in the foreclosure process.

COUNTRYWIDE HOME LOANS SERVICING LP

          General

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

          Countrywide Home Loans established Countrywide Servicing in February
2000 to service mortgage loans originated by Countrywide Home Loans that would
otherwise have been serviced by Countrywide Home Loans. In January and February,
2001, Countrywide Home Loans transferred to Countrywide Servicing all of its
rights and obligations relating to mortgage loans serviced on behalf of Freddie
Mac and Fannie Mae, respectively. In October 2001, Countrywide Home Loans
transferred to Countrywide Servicing all of its rights and obligations relating
to the bulk of its non-agency loan servicing portfolio (other than the servicing
of home equity lines of credit), including with respect to those mortgage loans
(other than home equity lines of credit) formerly serviced by Countrywide Home
Loans and securitized by certain of its affiliates. While Countrywide Home Loans
expects to continue to directly service a portion of its loan portfolio, it is
expected that the servicing rights for most newly originated Countrywide Home
Loans mortgage loans will be transferred to Countrywide Servicing upon sale or
securitization of the related mortgage loans. Countrywide Servicing is engaged
in the business of servicing mortgage loans and will not originate or acquire
loans, an activity that will continue to be performed by Countrywide Home Loans.
In addition to acquiring mortgage servicing rights from Countrywide Home Loans,
it is expected that Countrywide Servicing will service mortgage loans for
non-Countrywide Home Loans affiliated parties as well as subservice mortgage
loans on behalf of other master servicers.

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

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

          Loan Servicing

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

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

          (b)  accounting for principal and interest;

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

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

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

          (f)  supervision of delinquent mortgage loans;


                                      S-71



          (g)  loss mitigation efforts;

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

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

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

          Collection Procedures

          When a mortgagor fails to make a payment on a mortgage loan,
Countrywide Servicing attempts to cause the deficiency to be cured by
corresponding with the mortgagor. In most cases, deficiencies are cured
promptly. Pursuant to Countrywide Servicing's servicing procedures, Countrywide
Servicing generally mails to the mortgagor a notice of intent to foreclose after
the loan becomes 61 days past due (three payments due but not received) and,
generally within 59 days thereafter, if the loan remains delinquent, institutes
appropriate legal action to foreclose on the mortgaged property. Foreclosure
proceedings may be terminated if the delinquency is cured. Mortgage loans to
borrowers in bankruptcy proceedings may be restructured in accordance with law
and with a view to maximizing recovery of the loans, including any deficiencies.

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

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

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

INDYMAC BANK'S SERVICING EXPERIENCE AND PROCEDURES

          IndyMac Bank has been servicing mortgage loans since 1993 and
servicing mortgage loans directly (servicing without the use of a subservicer)
since 1998. As of the date of this prospectus supplement, IndyMac Bank is rated
(x) by Fitch, "RPS2+" as a servicer of alt/A, prime and subprime mortgage loans,
(y) by Moody's, "SQ2" as a primary servicer of prime and subprime first lien
mortgage loans and "SQ3" as a special servicer and (z) by S&P, "above
average/stable" as a primary servicer and "average/stable" as a master servicer
and special servicer.

          IndyMac Bank will be responsible for servicing the Mortgage Loans
serviced by it in accordance with the terms set forth in the applicable
servicing agreement employing the same degree of skill and care that it employs
in servicing other mortgage loans comparable to the Mortgage Loans serviced by
IndyMac Bank for itself or others. IndyMac Bank has agreed to represent and
protect the interest of the trustee in the Mortgage Loans serviced by IndyMac
Bank in the same manner as it currently protects its own interest in mortgage
loans in its own portfolio in any claim, proceeding or litigation regarding a
Mortgage Loan serviced by IndyMac Bank. As of December 31, 2003, December 31,
2004 and December 31, 2005, IndyMac Bank provided servicing for approximately
$31.65 billion, $45.10 billion and $76.33 billion, respectively, in conventional
mortgage loans.

          IndyMac Bank handles foreclosures and delinquencies generally in
accordance with industry practices, adopting such means and practices as are
consistent with the obligations of the applicable servicing agreement and with
the aim of maximizing proceeds to the owner of the Mortgage Loan.


                                      S-72



          If any servicing transfer were to occur, there may be an increase in
delinquencies and defaults due to misapplied or lost payments, data input
errors, system incompatibilities or otherwise. Although any increase in
delinquencies is expected to be temporary, there can be no assurance as to the
duration or severity of any disruption in servicing the applicable Mortgage
Loans as a result of any servicing transfer.

THE POOLING AND SERVICING AGREEMENT AND THE SERVICING AGREEMENTS

          The certificates (the "CERTIFICATES") will be issued pursuant to a
pooling and servicing agreement (the "POOLING AND SERVICING AGREEMENT") to be
dated April 28, 2006, among the Depositor, the Master Servicer, the Securities
Administrator and the Trustee. The prospectus contains important additional
information regarding the terms and conditions of the Pooling and Servicing
Agreement and the Certificates. See "The Pooling and Servicing Agreement" in the
prospectus.

          The following summaries do not purport to be complete and are subject
to the provisions of the Pooling and Servicing Agreement which are incorporated
by reference. The Depositor plans to file a final copy of the Pooling and
Servicing Agreement with the Securities and Exchange Commission pursuant to a
Current Report on Form 8-K after the Closing Date.

ASSIGNMENT OF MORTGAGE LOANS

          In connection with the transfer and assignment of the Mortgage Loans
to the Trustee, the Depositor will deliver or cause to be delivered to the
Trustee, or a custodian for the Trustee, among other things, with respect to
each Mortgage Loan (collectively, the "MORTGAGE FILE"):

          o    the original Mortgage Note endorsed without recourse in blank or
               to the order of the Trustee (or its nominee) or a certificate
               signed by an officer of the Depositor certifying that the related
               original Mortgage Note has been lost;

          o    the original or a certified copy of the Mortgage with evidence of
               recording indicated thereon (except for any Mortgage not returned
               from the public recording office, which will be delivered to the
               Trustee or a custodian of the Trustee as soon as the same is
               available to the Depositor);

          o    except as described below, an assignment in recordable form of
               the Mortgage (or a copy, if such assignment has been submitted
               for recording); and

          o    if applicable, any riders or modifications to such Mortgage Note
               and Mortgage;

          provided, however, that Wells Fargo Bank will retain possession of
certain items in the Mortgage File, including, but not limited to the original
or certified copy of the Mortgage and any intervening assignments, for each of
the Mortgage Loans serviced by Wells Fargo Bank.

          Assignments of the Mortgage Loans to the Trustee (or its nominee) will
be recorded in the appropriate public office for real property records, except
in states where, in the opinion of counsel acceptable to the Trustee, such
recording is not required to protect the Trustee's interests in the Mortgage
Loan against the claim of any subsequent transferee or any successor to or
creditor of the Depositor or the Sponsor and except with respect to any Mortgage
which has been recorded in the name of Mortgage Electronic Registration Systems,
Inc. ("MERS") or its designee. With respect to any Mortgage that has been
recorded in the name of MERS or its designee, no mortgage assignment in favor of
the Trustee will be required to be prepared or delivered. Instead, each servicer
will be required to take all actions as are necessary to cause the Issuing
Entity to be shown as the owner of the related Mortgage Loan on the records of
MERS for purposes of the system of recording transfers of beneficial ownership
of mortgages maintained by MERS. The Trustee, or a custodian on behalf of the
Trustee, will promptly review each Mortgage File after the Closing Date (or
promptly after the receipt by the Trustee, or a custodian on behalf of the
Trustee, of any document permitted to be delivered after the Closing Date) to
determine if any of the foregoing documents is missing. If any portion of the
Mortgage File is not delivered to the Trustee, or a custodian on behalf of the
Trustee, and the Depositor does not cure such omission or defect within 90 days,
the Depositor will be required


                                      S-73



to repurchase the related Mortgage Loan (or any property acquired in respect
thereof) at the Purchase Price described below to the extent such omission or
defect materially and adversely affects the value of such Mortgage Loan.

REPURCHASES OF MORTGAGE LOANS

          The Sponsor acquired the Mortgage Loans from the Originators pursuant
to the related Servicing Agreements. Under those Servicing Agreements, the
Originators made certain representations and warranties with respect to the
related Mortgage Loans, as of the date of transfer of those Mortgage Loans to
the Sponsor, which will be assigned by the Sponsor to the Depositor, and by the
Depositor to the Trustee for the benefit of the certificateholders. To the
extent that any fact, condition or event with respect to a Mortgage Loan
constitutes a breach of any of these representations made by an Originator with
respect thereto and such breach materially and adversely affects the value of a
Mortgage Loan or the interest of the purchaser therein, that Originator will be
obligated to cure such breach. If the related Originator or the Sponsor, as
applicable, does not cure such breach in accordance with the Servicing
Agreements or the Mortgage Loan Purchase Agreement, as the case may be, that
Originator or the Sponsor, as applicable, will be required to either (i)
repurchase such Mortgage Loan (or any property acquired in respect thereof) at a
price (the "PURCHASE PRICE") equal to 100% of the unpaid principal balance of
such Mortgage Loan plus accrued and unpaid interest on such principal balance at
the related mortgage interest rate minus, so long as the entity repurchasing
such Mortgage Loan is the servicer of such Mortgage Loan, the related Servicing
Fee Rate or (ii) substitute an Eligible Substitute Mortgage Loan; however such
substitution is permitted only within two years of the Closing Date. In
addition, in the case of the breach of the representation made by an Originator
or the Sponsor that a Mortgage Loan complied with any applicable federal, state
or local predatory or abusive lending laws, that Originator or the Sponsor, as
applicable, will be required to pay any costs or damages incurred by the Issuing
Entity as a result of a violation of such laws.

          Pursuant to the Mortgage Loan Purchase Agreement, the Sponsor will
make to the Depositor (and the Depositor will assign to the Trustee for the
benefit of certificateholders) certain limited representations and warranties as
of the Closing Date generally intended to address the accuracy of the mortgage
loan schedule and the payment and delinquency status of each Mortgage Loan
acquired by the Sponsor pursuant to the Servicing Agreements. In the event of a
breach of any such representation or warranty that does not constitute a breach
of any representation or warranty made by an Originator under a Servicing
Agreement as described above, the Sponsor will be required to either (i)
repurchase the related Mortgage Loan (or any property acquired in respect
thereof) at the Purchase Price or (ii) substitute an Eligible Substitute
Mortgage Loan; however, such substitution is permitted only within two years of
the Closing Date. Any Mortgage Loan repurchased or subject to a substitution as
described in this section is referred to as a "DELETED MORTGAGE LOAN." In the
case of the breach of the representation made by the Sponsor that a Mortgage
Loan complied with any applicable federal, state or local predatory or abusive
lending laws, the Sponsor will be required to pay any costs or damages incurred
by the Issuing Entity as a result of a violation of such laws.

          An "ELIGIBLE SUBSTITUTE MORTGAGE LOAN" generally will:

          o    have a principal balance, after deduction of all Monthly Payments
               due in the month of substitution, not in excess of the Stated
               Principal Balance of the Deleted Mortgage Loan (the amount of any
               shortfall to be delivered to the Master Servicer by the entity
               obligated to repurchase such Mortgage Loan and held for
               distribution to the certificateholders on the related
               Distribution Date (a "SUBSTITUTION ADJUSTMENT AMOUNT"));

          o    have a Net Mortgage Rate not less than, and not more than 2%
               greater than, that of the Deleted Mortgage Loan;

          o    be of the same type as the Deleted Mortgage Loan;

          o    have a Loan-to-Value Ratio not higher than that of the Deleted
               Mortgage Loan;

          o    have a Credit Score not less than that of the Deleted Mortgage
               Loan;


                                      S-74



          o    have a credit grade not lower in quality than that of the Deleted
               Mortgage Loan;

          o    have the same lien priority as the Deleted Mortgage Loan;

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

          o    comply with all of the applicable representations and warranties
               in the Servicing Agreements, the Mortgage Loan Purchase Agreement
               and the Pooling and Servicing Agreement as of the date of
               substitution.

          To the extent that any fact, condition or event with respect to a
Mortgage Loan constitutes a breach of both a representation and warranty of an
Originator under the applicable Servicing Agreement and a breach of a
representation and warranty of the Sponsor under the Mortgage Loan Purchase
Agreement, the only right or remedy of the Trustee or any certificateholder will
be the Trustee's right to enforce the obligations of that Originator under the
applicable Servicing Agreement, and there will be no remedy against the Sponsor
for such breach (other than the Sponsor's obligation to pay any costs or damages
incurred by the Issuing Entity as a result of violation of any applicable
federal, state or local predatory or abusive lending laws, to the extent not
paid by the applicable Originator).

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

OPTIONAL REPURCHASES OF CERTAIN MORTGAGE LOANS

          The Depositor, in its sole discretion, or pursuant to direction from
the NIMS Insurer, if there is a NIMS Insurer, may repurchase from the Issuing
Entity any Group 1 Mortgage Loan that is at least 180 days delinquent, subject
to certain conditions set forth in the Pooling and Servicing Agreement. Any such
repurchase will be at the Purchase Price.

PAYMENTS ON MORTGAGE LOANS; ACCOUNTS

          Each Servicing Agreement requires the related Servicer to establish a
trust account, which account may contain funds relating to other mortgage loans
serviced by such Servicer (each, a "SERVICER CUSTODIAL ACCOUNT"). With respect
to each Servicer, funds credited to a Servicer Custodial Account may be invested
for the benefit of and at the risk of the related Servicer in certain eligible
investments, as described in the applicable Servicing Agreements. On the 18th
day of each month (or if such day is not a business day, the preceding business
day) (the "REMITTANCE DATE"), each Servicer will withdraw from the applicable
Servicer Custodial Account all amounts required to be remitted by such Servicer
for such month pursuant to the applicable Servicing Agreement and will remit
such amount to the Master Servicer for deposit in an account established by the
Master Servicer on or prior to the Closing Date (the "MASTER SERVICER CUSTODIAL
ACCOUNT"). The Master Servicer Custodial Account will be maintained as a
separate trust account by the Master Servicer in trust for the benefit of
certificateholders. Funds credited to the Master Servicer Custodial Account may
be invested at the direction of the Master Servicer and for the benefit and at
the risk of the Master Servicer in certain eligible investments, as described in
the Pooling and Servicing Agreement, that are scheduled to mature on or prior to
the Distribution Date.

          Not later than the business day prior to each Distribution Date
(subject to the immediately following sentence), the Master Servicer will cause
all amounts required to be remitted for such month pursuant to the Pooling and
Servicing Agreement to be deposited into an account established by the
Securities Administrator on or prior to the Closing Date (the "CERTIFICATE
ACCOUNT"). For as long as the Securities Administrator is the same as, or an
affiliate of, the Master Servicer, the Master Servicer has until each
Distribution Date (instead of the business day prior to each Distribution Date,
as described in the immediately preceding sentence) to remit funds to the
Securities Administrator. The Certificate Account will be maintained as a
separate trust account by the Securities Administrator in trust for the benefit
of certificateholders. Funds credited to the Certificate Account may be invested
at the direction of the Securities Administrator and for the benefit and risk of
the Securities Administrator


                                      S-75



in certain eligible investments, as described in the Pooling and Servicing
Agreement, that are scheduled to mature on or prior to the Distribution Date.

COMPENSATING INTEREST

          When a mortgagor prepays a Mortgage Loan in full between due dates for
the Mortgage Loan, the mortgagor pays interest on the amount prepaid only to the
date of prepayment instead of for the entire month. Also, when a partial
prepayment is made on a Mortgage Loan together with the scheduled monthly
payment for a month on or after the related due date, the Stated Principal
Balance of the Mortgage Loan is reduced by the amount of the partial prepayment
as of that due date, but the principal is not distributed to the related
certificateholders until the Distribution Date in the next month; therefore, one
month of interest shortfall accrues on the amount of such partial prepayment.

          To reduce the adverse effect on certificateholders from the deficiency
in interest payable as a result of prepayments on a Mortgage Loan, the Servicers
will pass through Compensating Interest to the certificateholders to the limited
extent and in the manner described below.

          Pursuant to the applicable Servicing Agreement, the aggregate
Servicing Fee payable to a Servicer for any Distribution Date will be reduced
(but not below zero) by an amount equal to the aggregate Prepayment Interest
Shortfall for the Mortgage Loans serviced by such Servicer for such Distribution
Date (such amount, "COMPENSATING INTEREST"). Compensating Interest payable for
any month by Bank of America will be limited to one-twelfth of 0.2500% of the
aggregate Stated Principal Balance of the Mortgage Loans serviced by Bank of
America (calculated as of the Remittance Date relating to such Distribution
Date).

          A "PREPAYMENT INTEREST SHORTFALL" on a Mortgage Loan for any
Distribution Date is equal to the excess of (x) 30 days' interest at the
mortgage interest rate (less the Servicing Fee Rate) on the amount of each
prepayment on such Mortgage Loan over (y) the amount of interest actually paid
by the related mortgagor on the amount of such prepayments during the calendar
month preceding the month of that Distribution Date.

          Any Prepayment Interest Shortfalls as a result of prepayments (i) on
the Group 1 Mortgage Loans in excess of the aggregate amount of the Compensating
Interest paid by the Servicers for the Group 1 Mortgage Loans for a month will
reduce the amount of interest available to be distributed on the Group 1
Certificates from what would have been the case in the absence of such
Prepayment Interest Shortfalls, (ii) on the Mortgage Loans in the Loan Groups in
Aggregate Loan Group X in excess of the aggregate amount of the Compensating
Interest paid by the Servicers for the Mortgage in the Loan Groups in Aggregate
Loan Group X for a month will reduce the amount of interest available to be
distributed on the Senior Certificates of the Groups in Aggregate Group X and
the Aggregate Group X Subordinate Certificates from what would have been the
case in the absence of such Prepayment Interest Shortfalls, (iii) on the Group 5
Mortgage Loans in excess of the aggregate amount of the Compensating Interest
paid by the Servicers for the Group 5 Mortgage Loans for a month will reduce the
amount of interest available to be distributed on the Group 5 Senior
Certificates and the Class 5-B Certificates from what would have been the case
in the absence of such Prepayment Interest Shortfalls and (iv) on the Mortgage
Loans in the Loan Groups in Aggregate Loan Group 6 in excess of the aggregate
amount of the Compensating Interest paid by the Servicers for the Mortgage in
the Loan Groups in Aggregate Loan Group 6 for a month will reduce the amount of
interest available to be distributed on the Senior Certificates of the Groups in
Aggregate Group 6 and the Aggregate Group 6 Subordinate Certificates from what
would have been the case in the absence of such Prepayment Interest Shortfalls.

          See "Description of the Certificates--Distributions on the Group 1
Certificates--Interest Distributions on the Group 1 Certificates" and
"--Distributions on the Shifting Interest Certificates--Interest" in this
prospectus supplement.

ADVANCES

          Subject to the following limitations, each Servicer is required
pursuant to the related Servicing Agreement to advance (any such advance, an
"ADVANCE") prior to each Remittance Date an amount equal to the aggregate of
payments of principal and interest (net of the related Servicing Fee) which were
due on the related due date on the


                                      S-76



Mortgage Loans serviced by such Servicer and which were delinquent on the
related Determination Date. Advances made by each Servicer will be made from its
own funds or funds in the related Servicer Custodial Account that do not
constitute a portion of the applicable Pool Distribution Amount (or Available
Funds, in the case of Loan Group 1) for such Distribution Date. The obligation
to make an Advance with respect to any Mortgage Loan will continue until the
ultimate disposition of the REO Property or mortgaged property relating to such
Mortgage Loan. An "REO PROPERTY" is a mortgaged property that has been acquired
by the Issuing Entity through foreclosure or grant of a deed in lieu of
foreclosure. With respect to any Distribution Date, the "DETERMINATION DATE"
will be as set forth in the applicable Servicing Agreement.

          Advances are intended to maintain a regular flow of scheduled interest
and principal payments on the Certificates rather than to guarantee or insure
against losses. Each Servicer is obligated to make Advances if the Advances are,
in its good faith judgment, recoverable from future payments and collections or
insurance payments or proceeds of liquidation of the related Mortgage Loan. If a
Servicer determines on any Determination Date to make an Advance, such Advance
will be included with the distribution to certificateholders on the related
Distribution Date. In the event that a Servicer determines that an Advance
previously made is not recoverable from future payments and collections, it is
entitled to reimbursement from funds in the related Servicer Custodial Account
relating to any Mortgage Loans serviced by such Servicer. In the event a
Servicer fails to make an Advance as required under the related Servicing
Agreement, such failure will constitute an event of default under such agreement
and the Master Servicer will be obligated to make the Advance, in accordance
with the terms of the Pooling and Servicing Agreement.

OPTIONAL TERMINATION

          The circumstances under which the obligations created by the Pooling
and Servicing Agreement will terminate in respect of the Certificates are
described in "The Pooling and Servicing Agreement--Termination; Repurchase of
Mortgage Loans and Mortgage Certificates" in the prospectus. In addition, on any
Distribution Date on which (a) (i) the aggregate Stated Principal Balance of the
Mortgage Loans in Loan Group 1, (ii) the aggregate Stated Principal Balance of
the Mortgage Loans in Aggregate Loan Group X or (iii) the aggregate Stated
Principal Balance of the Mortgage Loans in Aggregate Loan Group 6 is less than
10% of the aggregate unpaid principal balance of the related Mortgage Loans as
of the Cut-off Date, or (b) the aggregate Stated Principal Balance of the Group
5 Mortgage Loans is less than 1% of the aggregate unpaid principal balance of
the Group 5 Mortgage Loans as of the Cut-off Date, the Master Servicer (or the
NIMS Insurer, if there is a NIMS Insurer, with respect to the Group 1 Mortgage
Loans only) will have the right to purchase the applicable Mortgage Loans and
any related property of the Issuing Entity in such Loan Group or Aggregate Loan
Group, as applicable. Each such Distribution Date is referred to herein as an
"OPTIONAL TERMINATION DATE." The purchase price will generally be equal to the
sum of the unpaid principal balances of the applicable Mortgage Loans and the
fair market value of any related REO Properties held by the Issuing Entity
together with the amount of any accrued and unpaid interest on such Mortgage
Loans at the applicable mortgage interest rate, plus, in the case of the Group 1
Mortgage Loans, any Swap Termination Payment owed to the Swap Provider not due
to a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement.
However, for so long as the Master Servicer (or NIMS Insurer, if there is a NIMS
Insurer) is subject to regulation by the OCC, the FDIC, the Federal Reserve or
the OTS, the Master Servicer may exercise its purchase option only if the
aggregate fair market value of the applicable Mortgage Loans and REO Properties
is greater than or equal to the purchase price described in the preceding
sentence.

          In addition, the margin added to each Offered Group 1 Certificate will
increase and remain at such higher level on each Distribution Date following the
related Optional Termination Date until the Master Servicer or NIMS Insurer, as
the case may be, purchases the Group 1 Mortgage Loans and related property of
the Issuing Entity.

          Distributions in respect of an optional termination will be paid to
certificateholders in order of their priority of distribution as described below
under "Description of the Certificates--Distributions on the Group 1
Certificates" or "Description of the Certificates--Distributions on the Shifting
Interest Certificates," as applicable. The proceeds from such a distribution may
not be sufficient to distribute the full amount to which each class is entitled
if the purchase price is based in part on the fair market value of the REO
Property and such fair market value is less than the scheduled balance of the
related Mortgage Loan.


                                      S-77



          In no event will the Issuing Entity created by the Pooling and
Servicing Agreement continue beyond the later of (a) the repurchase described
above, (b) the expiration of 21 years from the death of the survivor of the
person named in the Pooling and Servicing Agreement and (c) the final
distribution to certificateholders of amounts received in respect of the assets
of the Issuing Entity. The termination of the Issuing Entity will be effected in
a manner consistent with applicable federal income tax regulations and the REMIC
status of the Issuing Entity.

THE TRUSTEE

          U.S. Bank National Association, a national banking association, will
act as the trustee (in such capacity, the "TRUSTEE") under the Pooling and
Servicing Agreement. U.S. Bank is a national banking association and a
wholly-owned subsidiary of U.S. Bancorp, which is currently ranked as the sixth
largest bank holding company in the United States with total assets exceeding
$209 billion as of December 31, 2005. As of December 31, 2005, U.S. Bancorp
served approximately 13.4 million customers, operated 2,419 branch offices in 24
states and had over 51,000 employees. A network of specialized U.S. Bancorp
offices across the nation, inside and outside its 24-state footprint, provides a
comprehensive line of banking, brokerage, insurance, investment, mortgage, trust
and payment services products to consumers, businesses, governments and
institutions.

          U.S. Bank has one of the largest corporate trust businesses in the
country with offices in 31 U.S. cities. The Pooling and Servicing Agreement will
be administered from U.S. Bank's corporate trust office located at 209 South
LaSalle Street, Suite 300, Chicago, Illinois 60604.

          U.S. Bank has provided corporate trust services since 1924. As of
December 31, 2005, U.S. Bank was acting as trustee with respect to 54,019
issuances of securities with an aggregate outstanding principal balance of over
$1.5 trillion. This portfolio includes corporate and municipal bonds,
mortgage-backed and asset-backed securities and collateralized debt obligations.

          On December 30, 2005, U.S. Bank purchased the corporate trust and
structured finance trust services businesses of Wachovia Corporation. Following
the closing of the acquisition, the Wachovia affiliate named as fiduciary or
agent, as applicable, under each client agreement will continue in that role
until U.S. Bank succeeds to that role in accordance with the terms of the
governing instrument or agreement and applicable law.

          As of December 31, 2005, U.S. Bank (and its affiliate U.S. Bank Trust
National Association) was acting as trustee on 575 issuances of prime
mortgage-backed securities with an outstanding aggregate principal balance of
approximately $215,303,100,000.00.

          The Trustee will perform administrative functions on behalf of the
Issuing Entity and for the benefit of the certificateholders pursuant to the
terms of the Pooling and Servicing Agreement. The Trustee's duties are limited
solely to its express obligations under the Pooling and Servicing Agreement
which generally include: (i) reviewing resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments; (ii) appointing any
co-trustee or separate trustee; (iii) executing and delivering to the applicable
Servicer any request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the mortgage
(as furnished by that Servicer); (iv) terminating any custodian; (v) providing
any notifications of default; (vi) waiving any permitted defaults; and (vii) all
other administrative functions as set forth under the Pooling and Servicing
Agreement. See "The Pooling and Servicing Agreement and the Servicing
Agreements" in this prospectus supplement.

          In the case of any appointment of a co-trustee, all rights, powers,
duties and obligations conferred or imposed upon the Trustee will be conferred
or imposed upon and exercised or performed by the Trustee and the co-trustee
jointly, unless the law of a jurisdiction prohibits the Trustee from performing
its duties under the Pooling and Servicing Agreement, in which event such
rights, powers, duties and obligations (including the holding of title to the
Issuing Entity or any portion of the Issuing Entity in any such jurisdiction)
shall be exercised and performed by the co-trustee at the direction of the
Trustee.

          The Trustee will hold the Mortgage Files held by it in one of its
custodial vaults, which is located in Frederick, Maryland. The Mortgage Files
are tracked electronically to identify that they are held by the Trustee


                                      S-78



pursuant to the Pooling and Servicing Agreement. U.S. Bank National Association
uses a barcode tracking system to track the location of, and owner or secured
party with respect to, each file that it holds as custodian, including the
Mortgage Files held as Trustee. As of December 31, 2005, U.S. Bank National
Association holds approximately 4,092,000 document files for approximately 450
entities and has been acting as a custodian for approximately 20 years. These
figures do not include files held in the former Wachovia sites. Such information
will be available upon completion of systems conversion, which is expected to
occur in September of 2006.

          In its capacity as custodian, the Trustee will be responsible to hold
and safeguard the Mortgage Notes and other contents of the Mortgage Files on
behalf of the certificateholders.

          See "The Pooling and Servicing Agreement--The Trustee" in the
prospectus for more information about the Trustee and its obligations under the
Pooling and Servicing Agreement.

COMPENSATION AND PAYMENT OF EXPENSES OF THE TRANSACTION PARTIES

          The Administrative Fees with respect to a Loan Group are payable out
of the interest payments received (or, in the case of the Master Servicing Fee,
received or advanced) on each Mortgage Loan in the related Loan Group. The
"ADMINISTRATIVE FEES" for a Loan Group consist of (a) a servicing fee payable to
the Servicers of the Mortgage Loans of the related Loan Group in respect of
their respective servicing activities (the "SERVICING FEE"), (b) a master
servicing fee payable to the Master Servicer in respect of its master servicing
activities (the "MASTER SERVICING FEE") and (c) with respect to Loan Group 1,
Loan Group 6A and Loan Group 6B only and any Mortgage Loan in Loan Group 1, Loan
Group 6A or Loan Group 6B covered by a LPMI Policy, a fee based upon the LPMI
Fee Rate. The Administrative Fees for a Loan Group will accrue on the Stated
Principal Balance of each Mortgage Loan in the related Loan Group as of the due
date in the month preceding the month of the related Distribution Date at a rate
(the "ADMINISTRATIVE FEE RATE") equal to the sum of the related Servicing Fee
Rate and the Master Servicing Fee Rate and, in the case of Loan Group 1, Loan
Group 6A and Loan Group 6B only, the weighted average of the LPMI Fee Rates
(weighted based upon the LPMI Fee Rate payable on any Mortgage Loan and the
Stated Principal Balance of such Mortgage Loan) payable on any Mortgage Loan in
Loan Group 1, Loan Group 6A or Loan Group 6B covered by a LPMI Policy
(determined, in each case, as of the due date in the month preceding the month
of the related Distribution Date). The "SERVICING FEE RATE" with respect to each
Mortgage Loan in Loan Group 1 will be either 0.2500% or 0.3750% per annum, with
respect to each Mortgage Loan in Loan Group 2, Loan Group 6A and Loan Group 6B
will be 0.3750% per annum and with respect to each Mortgage Loan in Loan Group
3, Loan Group 4 and Loan Group 5 will be 0.2500% per annum. The "MASTER
SERVICING FEE RATE" with respect to each Mortgage Loan will be 0.0010% per
annum. The "LPMI FEE RATE" with respect to the Mortgage Loans in Loan Group 1
that are covered by LPMI Policies will range from 0.2800% to 0.7900% per annum
and with respect to the Mortgage Loans in Loan Group 6A and Loan Group 6B that
are covered by LPMI Policies will be 0.6700%.

          The Securities Administrator will be entitled, as compensation for its
duties under the Pooling and Servicing Agreement, to any income from investment
of amounts on deposit in the Certificate Account. The Securities Administrator
is obligated to pay certain ongoing expenses associated with the Issuing Entity
and incurred by the Securities Administrator in connection with its
responsibilities under the Pooling and Servicing Agreement. Those amounts will
be paid by the Securities Administrator from the Securities Administrator's
compensation. The Master Servicer is obligated to pay certain ongoing expenses
associated with the Issuing Entity and incurred by the Master Servicer in
connection with its responsibilities under the Pooling and Servicing Agreement
without reimbursement from the Issuing Entity. Each Servicer is obligated to pay
certain ongoing expenses incurred by such Servicer in connection with its
responsibilities under the related Servicing Agreement. Those amounts including
the fees of any subservicer hired by a Servicer will be paid by each Servicer
out of its Servicing Fee. For each Mortgage Loan, the amount of the Servicing
Fee for each Servicer is subject to adjustment with respect to certain
prepayments, as described below under "--Compensating Interest." In the event
the Master Servicer succeeds to the role of a Servicer, it will be entitled to
the same Servicing Fee as the related predecessor servicer, and if the Master
Servicer appoints a successor servicer under the pooling and servicing
agreement, the Master Servicer may make such arrangements for the compensation
of such successor out of the payments on the Mortgage Loans serviced by the
related predecessor Servicer as it and such successor shall agree, not to exceed
the Servicing Fee Rate. Each Servicer is also entitled to receive (i) all late
payment fees, assumption fees and other similar charges, (ii) all investment
income earned on amounts on deposit in the related Servicer Custodial Account
and (iii) the excess of


                                      S-79



the amount by which Liquidation Proceeds on a Liquidated Mortgage Loan exceeds
the unpaid principal balance thereof plus accrued interest thereon at the
Mortgage Interest Rate (such excess, "FORECLOSURE PROFITS"). Each of Bank of
America and Countrywide Servicer is also entitled to receive Prepayment Premiums
collected on Mortgage Loans serviced by it. Each Servicer is entitled to be
reimbursed from collections on the Mortgage Loans for any Advances previously
made by it, as described under "The Pooling and Servicing Agreement--Periodic
Advances and Servicing Advances" in the prospectus.

          Compensation payable to the Trustee for its responsibilities under the
Pooling and Servicing Agreement will be payable by the Securities Administrator,
without reimbursement from the Issuing Entity. Any co-trustee, if applicable,
will be paid pursuant to the Pooling and Servicing Agreement, without
reimbursement from the Issuing Entity. The Master Servicer will be entitled, as
compensation for its duties under the Pooling and Servicing Agreement, to any
income from investments of funds on deposit in the Master Servicer Custodial
Account. The Securities Administrator, the Master Servicer and the Trustee are
entitled to be reimbursed from and indemnified by the Issuing Entity prior to
distributions for certificateholders for certain expenses and liabilities
incurred by such parties, in connection with their respective responsibilities
under the Pooling and Servicing Agreement.

          The Depositor, the Master Servicer, each Servicer and the Sponsor are
entitled to indemnification and reimbursement of certain expenses from the
Issuing Entity under the Pooling and Servicing Agreement as discussed in the
prospectus under the headings "The Depositor," "Servicing of the Mortgage
Loans--The Servicers" and "The Pooling and Servicing Agreement--Certain Matters
Regarding the Depositor, the Sponsor and the Master Servicer."

VOTING RIGHTS

          Voting rights for certain actions specified in the Pooling and
Servicing Agreement will be allocated as follows:

          o    96% of all voting rights will be allocated among the holders of
               the Senior Certificates (other than the Class 5-A-X and Class
               2-A-R Certificates) and Subordinate Certificates based on the
               outstanding balances of their Certificates.

          o    1% of all voting rights will be allocated to the holders of the
               Class 5-A-X Certificates.

          o    1% of all voting rights will be allocated to the holder of the
               Class 2-A-R Certificate.

          o    1% of all voting rights will be allocated to the holder of the
               Class 1-CE Certificate.

          o    1% of all voting rights will be allocated to the holder of the
               Class 1-P Certificate.

          The voting rights allocated to each class will be allocated among the
Certificates of such class based on their Percentage Interests.

          The "PERCENTAGE INTEREST" of a Certificate of a class is the
percentage obtained by dividing the initial principal balance (or initial
notional amount) of such Certificate by the initial class balance (or initial
notional amount) of such class.

RIGHTS OF THE NIMS INSURER UNDER THE POOLING AND SERVICING AGREEMENT

          After the Closing Date, a separate trust may be established to issue
net interest margin securities secured by all or a portion of the Class 1-CE
Certificates. Such net interest margin securities may or may not have the
benefit of a financial guaranty insurance policy. If a policy is obtained, the
NIMS Insurer that issues that policy will be a third party beneficiary of the
Pooling and Servicing Agreement and will have a number of rights under the
Pooling and Servicing Agreement, including each of the rights described under
"Risk Factors--The Rights of the NIMS Insurer Could Adversely Affect the Offered
Group 1 Certificates."


                                      S-80



                           DESCRIPTION OF CERTIFICATES

          The Certificates will consist of (i) the forty-one classes of Offered
Certificates listed in the table beginning on page S-6 of this prospectus
supplement and (ii) the Class 1-CE, Class 1-P, Class X-B-4, Class X-B-5, Class
X-B-6, Class 5-B-4, Class 5-B-5, Class 5-B-6, Class 6-B-9, Class 6-B-10 and
Class 6-B-11 Certificates, which are not offered by this prospectus supplement.

          The Group 1 Senior Certificates will evidence an initial beneficial
ownership of approximately 95.15% in Loan Group 1. The Class 1-M, Class 1-CE and
Class 1-P Certificates and the Swap-IO Interest will evidence the remaining
initial beneficial ownership interest in Loan Group 1. The Group 2 Senior
Certificates will evidence an initial beneficial ownership of approximately
95.75% in Loan Group 2. The Group 3 Senior Certificates will evidence an initial
beneficial ownership of approximately 95.75% in Loan Group 3. The Group 4 Senior
Certificates will evidence an initial beneficial ownership of approximately
95.75% in Loan Group 4. The Aggregate Group X Subordinate Certificates will
evidence the remaining initial beneficial ownership interests in Loan Group 2,
Loan Group 3 and Loan Group 4. The Group 5 Senior Certificates will evidence an
initial beneficial ownership of approximately 96.50% in Loan Group 5. The Class
5-B Certificates will evidence the remaining initial beneficial ownership
interest in Loan Group 5. The Group 6A Senior Certificates will evidence an
initial beneficial ownership of approximately 95.00% in Loan Group 6A. The Group
6B Senior Certificates in the aggregate will evidence an initial beneficial
ownership of approximately 95.00% in Loan Group 6B. The Aggregate Group 6
Subordinate Certificates will evidence the remaining initial beneficial
ownership interest in Loan Group 6A and Loan Group 6B.

          The Class 5-A-X Certificates are Interest Only Certificates and are
not entitled to distributions in respect of principal.

          The "FINAL SCHEDULED DISTRIBUTION DATE" for the Offered Certificates
will be the Distribution Date in May 2036. The Final Scheduled Distribution Date
represents the Distribution Date in the month following the latest maturity date
of any Mortgage Loan. The actual final payment on your Certificates could occur
earlier or later than the Final Scheduled Distribution Date.

DENOMINATIONS AND FORM

          The Offered Certificates (other than the Class 2-A-R Certificate) will
be issuable in book-entry form only (the "BOOK-ENTRY CERTIFICATES"). The Class
2-A-R Certificate will be issued in definitive, fully-registered form (such
form, the "DEFINITIVE CERTIFICATES"). Persons acquiring beneficial ownership
interests in the Book-Entry Certificates will hold such Certificates through The
Depository Trust Company ("DTC") in the United States, or Clearstream or
Euroclear in Europe if they are participants of such systems (the
"PARTICIPANTS"), or indirectly through organizations which are participants in
such systems (the "INDIRECT Participants"). The following table sets forth the
original Certificate form, the minimum denomination and the incremental
denomination of the Offered Certificates. The Offered Certificates are not
intended to be and should not be directly or indirectly held or beneficially
owned in amounts lower than such minimum denominations. A single certificate of
each class may be issued in an amount different than described above.

                 FORM AND DENOMINATIONS OF OFFERED CERTIFICATES



                                                                                ORIGINAL          MINIMUM      INCREMENTAL
CLASS                                                                       CERTIFICATE FORM   DENOMINATION   DENOMINATION
-------------------------------------------------------------------------   ----------------   ------------   ------------

Senior Certificates (other than Class 2-A-R and Class 5-A-X).............      Book-Entry       $    1,000         $1
Class 2-A-R..............................................................      Definitive       $      100         N/A
Class 5-A-X(1)...........................................................      Book-Entry       $1,000,000         $1
Class 1-M Certificates and Classes X-B-1, X-B-2, X-B-3, 5-B-1, 5-B-2,
   5-B-3, 6-B-1, 6-B-2, 6-B-3, 6-B-4, 6-B-5, 6-B-6, 6-B-7 and 6-B-8......      Book-Entry       $   25,000         $1


----------
(1)  Denomination for the Class 5-A-X Certificates expressed in initial notional
     amount.


                                      S-81



DISTRIBUTIONS -- GENERAL

          Distributions on the Certificates will be made by the Securities
Administrator on the 20th day of each month (or, if not a business day, the next
business day), commencing in May 2006 (each, a "DISTRIBUTION DATE"), to the
persons in whose names such Certificates are registered at the close of business
on the Record Date. With respect to the Offered Certificates (other than the
Offered Group 1 Certificates), the "RECORD DATE" is the last business day of the
month immediately preceding the month in which the related Distribution Date
occurs. With respect to the Offered Group 1 Certificates, the "RECORD DATE" is
the business day immediately preceding each Distribution Date; provided,
however, that if any such Offered Group 1 Certificates become Definitive
Certificates (as defined herein), the Record Date for such Certificates will be
the last business day of the month immediately preceding the month in which the
related Distribution Date occurs.

          Distributions on each Distribution Date will be made by check mailed
to your address as it appears on the applicable certificate register or, if you
have notified the Securities Administrator in writing in accordance with the
Pooling and Servicing Agreement, by wire transfer in immediately available funds
to your account at a bank or other depository institution having appropriate
wire transfer facilities. However, the final distribution in retirement of a
Certificate will be made only upon presentment and surrender of the Certificate
at the Corporate Trust Office of the Securities Administrator in Minnesota. If
you own a Book-Entry Certificate, distributions will be made to you through the
facilities of DTC, as described under "Description of the
Certificates--Book-entry Form" in the prospectus.

          Interest will accrue on each class of Certificates (other than the
Offered Group 1 Certificates) during each one-month period ending on the last
day of the month preceding the month in which each Distribution Date occurs
(each, a "REGULAR INTEREST ACCRUAL PERIOD"). The initial Regular Interest
Accrual Period will be deemed to have commenced on April 1, 2006. Interest which
accrues on each class of Certificates (other than the Offered Group 1
Certificates) during a Regular Interest Accrual Period will be calculated on the
assumption that distributions in reduction of the class balances thereof on the
Distribution Date in that Regular Interest Accrual Period are made on the first
day of the Interest Accrual Period. Calculations of interest for each Regular
Interest Accrual Period will be made on the basis of a 360-day year assumed to
consist of twelve 30-day months. Interest will accrue on the Offered Group 1
Certificates during the period commencing on the Distribution Date in the prior
month (or the Closing Date, in the case of the first period) and ending on the
day prior to the current Distribution Date (each a "LIBOR BASED INTEREST ACCRUAL
PERIOD" and, together with a Regular Interest Accrual Period, an "INTEREST
ACCRUAL PERIOD"). Calculations of interest for each LIBOR Based Interest Accrual
Period will be made on the basis of the actual number of days in the LIBOR Based
Interest Accrual Period and on a 360-day year.

          "BANKRUPTCY LOSSES" are losses that are incurred as a result of Debt
Service Reductions or Deficient Valuations. As used in this prospectus
supplement, a "DEFICIENT VALUATION" occurs when a bankruptcy court establishes
the value of a mortgaged property at an amount less than the then-outstanding
principal balance of the Mortgage Loan secured by such mortgaged property or
reduces the then-outstanding principal balance of a Mortgage Loan. In the case
of a reduction in the value of the related mortgaged property, the amount of the
secured debt could be reduced to such value, and the holder of such Mortgage
Loan thus would become an unsecured creditor to the extent the then-outstanding
principal balance of such Mortgage Loan exceeds the value so assigned to the
mortgaged property by the bankruptcy court. In addition, certain other
modifications of the terms of a Mortgage Loan can result from a bankruptcy
proceeding, including the reduction (a "DEBT SERVICE REDUCTION") of the amount
of the Monthly Payment on the related Mortgage Loan. However, none of these
events will be considered a Debt Service Reduction or Deficient Valuation so
long as the applicable Servicer is pursuing any other remedies that may be
available with respect to the related Mortgage Loan and (i) such Mortgage Loan
is not in default with respect to any payment due thereunder or (ii) scheduled
Monthly Payments are being advanced by the applicable Servicer without giving
effect to any Debt Service Reduction.

          The "CLASS BALANCE" of a class of Certificates (other than the Class
5-A-X Certificates) at any time will equal its initial class balance less (i)
all distributions of principal made to such class and (ii) losses allocated to
such class as described under "--Allocation of Losses to the Group 1
Certificates" or "--Allocation of Losses on the Shifting Interest Certificates,"
plus, with respect to the Group 1 Certificates, any Recoveries allocated to such
class for previous Distribution Dates.


                                      S-82



          A "LIQUIDATED MORTGAGE LOAN" is a defaulted Mortgage Loan as to which
the applicable Servicer has determined that all recoverable Liquidation Proceeds
have been received.

          The "NET MORTGAGE INTEREST RATE" of a Mortgage Loan is the excess of
its mortgage interest rate over the applicable Administrative Fee Rate.

          In general, a "REALIZED LOSS" means (a) with respect to a Liquidated
Mortgage Loan, the amount by which the remaining unpaid principal balance of the
Mortgage Loan exceeds the amount of Liquidation Proceeds applied to the
principal balance of the related Mortgage Loan and (b) a Bankruptcy Loss.

          A "RECOVERY" is an amount is received with respect to a Mortgage Loan
in a Loan Group as to which a Realized Loss had previously been allocated to a
class of Certificates .

          A "RELIEF ACT REDUCTION" is a reduction in the amount of the monthly
interest payment on a Mortgage Loan pursuant to the Servicemembers Civil Relief
Act or similar state legislation.

          "STATED PRINCIPAL BALANCE" means, as to any Mortgage Loan and due
date, the unpaid principal balance of such Mortgage Loan as of such due date, as
specified in the amortization schedule at the time relating thereto (before any
adjustment to such amortization schedule by reason of any moratorium or similar
waiver or grace period), after giving effect to any previous partial principal
prepayments and Liquidation Proceeds (net of unreimbursed expenses and
unreimbursed Advances) allocable to principal received and to the payment of
principal due on such due date and irrespective of any delinquency in payment by
the related mortgagor and after giving effect to any Deficient Valuation.

DISTRIBUTIONS ON THE GROUP 1 CERTIFICATES

          Distributions to holders of each class of Offered Group 1 Certificates
will be made on each Distribution Date from Available Funds. "AVAILABLE FUNDS"
means with respect to any Distribution Date, the amount equal to (A) the sum
(less certain amounts (without duplication) available for reimbursement of
Advances relating to Group 1 Mortgage Loans and servicing advances relating to
Group 1 Mortgage Loans as described above under "The Pooling and Servicing
Agreement and the Servicing Agreements--Advances" and certain other reimbursable
expenses and indemnities relating to Group 1 Mortgage Loans pursuant to the
Pooling and Servicing Agreement or the related Servicing Agreement) of the
following amounts (without duplication) with respect to the Group 1 Mortgage
Loans: (i) each payment of principal or interest on a Group 1 Mortgage Loan due
on the due date in the month of such Distribution Date and received by the
Servicers on or prior to the Determination Date for such Distribution Date,
including any Advances made by the related Servicer relating to Group 1 Mortgage
Loans with respect thereto or Compensating Interest paid by the related Servicer
relating to Group 1 Mortgage Loans with respect thereto, (ii) all full and
partial principal prepayments on the Group 1 Mortgage Loans received by the
Servicers during the prior calendar month, (iii) the insurance proceeds,
Recoveries and liquidation proceeds (net of certain expenses) actually collected
by the Servicers with respect to the Group 1 Mortgage Loans during the prior
calendar month, (iv) the Purchase Price of all repurchased defective Group 1
Mortgage Loans with respect to the prior calendar month, (v) any Substitution
Adjustment Amounts or Reimbursement Amounts with respect to the Group 1 Mortgage
Loans received during the prior calendar month and (vi) any amounts received in
connection with the optional termination of the Group 1 Mortgage Loans and
related property of the Issuing Entity as of such Distribution Date less (B) any
amounts payable to the Supplemental Interest Trust for payment to the Swap
Provider (including any Net Swap Payment and any Swap Termination Payment owed
to the Swap Provider but excluding any Swap Termination Payment owed to the Swap
Provider resulting from a Swap Provider Trigger Event).

          Interest Distributions on the Group 1 Certificates

          On each Distribution Date, based upon the information provided to it
in a remittance report prepared by the Master Servicer, the Securities
Administrator will distribute the Group 1 Interest Remittance Amount in the
following order of priority to the extent available:


                                      S-83



          first, concurrently, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates, pro rata, the Accrued Certificate Interest thereon for such
Distribution Date;

          second, concurrently, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates, pro rata, the Interest Carry Forward Amount thereon for such
Distribution Date;

          third, to the Class 1-M-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;

          fourth, to the Class 1-M-2 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;

          fifth, to the Class 1-M-3 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;

          sixth, to the Class 1-M-4 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;

          seventh, to the Class 1-M-5 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;

          eighth, to the Class 1-M-6 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;

          ninth, the amount, if any, of the Group 1 Interest Remittance Amount
remaining after application with respect to the priorities set forth above,
which is defined below as the "Monthly Excess Interest Amount" for such
Distribution Date, will be applied as described below under "--Application of
Monthly Excess Cashflow Amounts to the Group 1 Certificates."

          "ACCRUED CERTIFICATE INTEREST" for each class of Offered Group 1
Certificates and each Distribution Date means an amount equal to the interest
accrued during the related Interest Accrual Period on the class balance of such
class of Certificates at the applicable pass-through rate described in the table
beginning on page S-6, minus each class' Interest Percentage of Relief Act
Reductions related to any Group 1 Mortgage Loans for such Distribution Date.

          The "GROUP 1 INTEREST REMITTANCE AMOUNT" means as of any Distribution
Date, (A) the sum, without duplication, of (i) all interest collected or
advanced with respect to the payment due on the Group 1 Mortgage Loans on the
due date of the calendar month in which such Distribution Date occurs and
received by the Servicers on or prior to the Determination Date for such
Distribution Date (less the Administrative Fees for such Mortgage Loans, certain
amounts available for reimbursement of Advances and servicing advances with
respect to such Mortgage Loans as described above under "The Pooling and
Servicing Agreement and the Servicing Agreements--Advances" and certain other
reimbursable expenses and indemnities pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement), (ii) all Compensating Interest
paid by the Servicers for such Distribution Date with respect to the Group 1
Mortgage Loans, (iii) the portion of any payment in connection with any
principal prepayment, substitution, Purchase Price, liquidation proceeds (net of
certain expenses) or insurance proceeds relating to interest with respect to the
Group 1 Mortgage Loans received during the prior calendar month and (iv) any
Reimbursement Amounts received with respect to the Group 1 Mortgage Loans during
the prior calendar month less (B) any amounts payable to the Supplemental
Interest Trust for payment to the Swap Provider (including any Net Swap Payment
and any Swap Termination Payment owed to the Swap Provider but excluding any
Swap Termination Payment owed to the Swap Provider resulting from a Swap
Provider Trigger Event).

          The "INTEREST CARRY FORWARD AMOUNT" means for any class of Offered
Group 1 Certificates and any Distribution Date, the sum of (a) the excess, if
any, of the Accrued Certificate Interest and any Interest Carry Forward Amount
for the prior Distribution Date, over the amount in respect of interest actually
distributed on such class on such prior Distribution Date and (b) interest on
such excess at the applicable pass-through rate for the related Interest Accrual
Period.

          The "INTEREST PERCENTAGE" is, with respect to any class of Offered
Group 1 Certificates and any Distribution Date, the ratio (expressed as a
decimal carried to six places) of the Accrued Certificate Interest for such
class to the Accrued Certificate Interest for all classes of Offered Group 1
Certificates with respect to such Distribution Date and without regard to Relief
Act Reductions.


                                      S-84



          Calculation of One-Month LIBOR

          The Offered Group 1 Certificates will bear interest at their
respective pass-through rates, which are each based on One-Month LIBOR
determined by the Securities Administrator as described below. The Securities
Administrator will determine One-Month LIBOR and the respective pass-through
rates for the Offered Group 1 Certificates for each Interest Accrual Period
(after the first Interest Accrual Period) on the second London business day
prior to the day on which such Interest Accrual Period commences (each, a "LIBOR
DETERMINATION DATE").

          On each LIBOR Determination Date, the Securities Administrator will
determine Certificate One-Month LIBOR for the succeeding Interest Accrual Period
on the basis of the British Bankers' Association ("BBA") "INTEREST SETTLEMENT
RATE" for one-month deposits in U.S. dollars as found on Telerate page 3750 as
of 11:00 A.M. London time ("CERTIFICATE ONE-MONTH LIBOR") on such LIBOR
Determination Date. Such Interest Settlement Rates currently are based on rates
quoted by 16 BBA designated banks as being in the view of such banks, the
offered rate at which deposits are being quoted to prime banks in the London
interbank market. Such Interest Settlement Rates are calculated by eliminating
the four highest rates and the four lowest rates, averaging the eight remaining
rates, carrying the results (expressed as a percentage) out to six decimal
places, and rounding to five decimal places. As used herein "TELERATE PAGE 3750"
means the display designated as page 3750 on the Moneyline Telerate Service.

          If on any LIBOR Determination Date the Securities Administrator is
unable to determine Certificate One-Month LIBOR on the basis of the method set
forth in the preceding paragraph, Certificate One-Month LIBOR for the next
Interest Accrual Period will be the higher of (i) One-Month LIBOR as determined
on the previous LIBOR Determination Date or (ii) the Reserve Interest Rate.

          The "RESERVE INTEREST RATE" will be the rate per annum which the
Securities Administrator determines to be either (a) the arithmetic mean
(rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. dollar lending rate that New York City
banks selected by the Securities Administrator are quoting on the relevant LIBOR
Determination Date to the principal London offices of at least two leading banks
in the London interbank market or (b) in the event that the Securities
Administrator can determine no such arithmetic mean, the lowest one-month U.S.
dollar lending rate that the New York City banks selected by the Securities
Administrator are quoting on such LIBOR Determination Date to leading European
banks.

          If on any LIBOR Determination Date the Securities Administrator is
required, but is unable to determine the Reserve Interest Rate in the manner
provided in the preceding paragraph, Certificate One-Month LIBOR for the next
Interest Accrual Period will be Certificate One-Month LIBOR as determined on the
previous LIBOR Determination Date or, in the case of the first LIBOR
Determination Date for which the Securities Administrator is required to
determine Certificate One-Month LIBOR, 5.000%.

          The establishment of Certificate One-Month LIBOR on each LIBOR
Determination Date by the Securities Administrator and the Securities
Administrator's calculation of the rate of interest applicable to the Offered
Group 1 Certificates for the related Interest Accrual Period will (in the
absence of manifest error) be final and binding. Each such rate of interest may
be obtained by telephoning the Securities Administrator at (301) 815-6600.

          Principal Distributions on the Group 1 Certificates

          With respect to each Distribution Date (a) before the Stepdown Date or
(b) as to which a Trigger Event is in effect, the Group 1 Principal Distribution
Amount will be allocated among and distributed in reduction of the class
balances of the Group 1 Certificates in the following order of priority:

          first, concurrently, as follows:

          (a) approximately 89.4902736656%, sequentially, as follows:

               (i)  to the Class 1-A-1 Certificates, until their class balance
                    has been reduced to zero;


                                      S-85



               (ii) to the Class 1-A-2 Certificates, until their class balance
                    has been reduced to zero; and

          (b) approximately 10.5097263344% to the Class 1-A-3 Certificates,
until their class balance has been reduced to zero;

          second, to the Class 1-M-1 Certificates, until the class balance
thereof has been reduced to zero;

          third, to the Class 1-M-2 Certificates, until the class balance
thereof has been reduced to zero;

          fourth, to the Class 1-M-3 Certificates, until the class balance
thereof has been reduced to zero;

          fifth, to the Class 1-M-4 Certificates, until the class balance
thereof has been reduced to zero;

          sixth, to the Class 1-M-5 Certificates, until the class balance
thereof has been reduced to zero;

          seventh, to the Class 1-M-6 Certificates, until the class balance
thereof has been reduced to zero; and

          eighth, any remaining Group 1 Principal Distribution Amount will be
distributed as part of the Monthly Excess Cashflow Amount as described below
under "--Application of Monthly Excess Cashflow Amounts to the Group 1
Certificates."

          With respect to each Distribution Date (a) on or after the Stepdown
Date and (b) as long as a Trigger Event is not in effect, the Group 1 Principal
Distribution Amount will be allocated among and distributed in reduction of the
class balances of the Group 1 Certificates in the following order of priority:

          first, concurrently, up to the Group 1 Senior Principal Distribution
Amount, as follows:

          (a) approximately 89.4902736656%, sequentially, as follows:

               (i)  to the Class 1-A-1 Certificates, until their class balance
                    has been reduced to zero;

               (ii) to the Class 1-A-2 Certificates, until their class balance
                    has been reduced to zero; and

          (b) approximately 10.5097263344% to the Class 1-A-3 Certificates,
until their class balance has been reduced to zero;

          second, to the Class 1-M-1 Certificates, up to the Class 1-M-1
Principal Distribution Amount, until the class balance thereof has been reduced
to zero;

          third, to the Class 1-M-2 Certificates, up to the Class 1-M-2
Principal Distribution Amount, until the class balance thereof has been reduced
to zero;

          fourth, to the Class 1-M-3 Certificates, up to the Class 1-M-3
Principal Distribution Amount, until the class balance thereof has been reduced
to zero;

          fifth, to the Class 1-M-4 Certificates, up to the Class 1-M-4
Principal Distribution Amount, until the class balance thereof has been reduced
to zero;

          sixth, to the Class 1-M-5 Certificates, up to the Class 1-M-5
Principal Distribution Amount, until the class balance thereof has been reduced
to zero;

          seventh, to the Class 1-M-6 Certificates, up to the Class 1-M-6
Principal Distribution Amount, until the class balance thereof has been reduced
to zero; and


                                      S-86



          eighth, any remaining Group 1 Principal Distribution Amount will be
distributed as part of the Monthly Excess Cashflow Amount as described below
under "--Application of Monthly Excess Cashflow Amounts to the Group 1
Certificates."

          For purposes of the foregoing, the following terms will have the
respective meanings set forth below.

          "60+ DAY DELINQUENT LOAN" means each Group 1 Mortgage Loan (including
each Group 1 Mortgage Loan in foreclosure and each Group 1 Mortgage Loan for
which the mortgagor has filed for bankruptcy after the Closing Date) with
respect to which any portion of a Monthly Payment is, as of the due date in the
month prior to such Distribution Date, two months or more past due and each
Group 1 Mortgage Loan relating to an REO Property.

          "CLASS 1-M-1 PRINCIPAL DISTRIBUTION AMOUNT" means as to the Class
1-M-1 Certificates and of any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event is not in effect, the excess of (x) the sum of
(i) the aggregate class balance of the Group 1 Senior Certificates (after taking
into account the payment of the Group 1 Senior Principal Distribution Amount on
such Distribution Date) and (ii) the class balance of the Class 1-M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(a) the product of (i) approximately 92.30% and (ii) the aggregate Stated
Principal Balance for Loan Group 1 as of the due date in the month of such
Distribution Date and (b) the amount by which the aggregate Stated Principal
Balance for Loan Group 1 as of the due date in the month of such Distribution
Date exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans on the Cut-off Date.

          "CLASS 1-M-2 PRINCIPAL DISTRIBUTION AMOUNT" means as to the Class
1-M-2 Certificates and of any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event is not in effect, the excess of (x) the sum of
(i) the aggregate class balance of the Group 1 Senior Certificates (after taking
into account the payment of the Group 1 Senior Principal Distribution Amount on
such Distribution Date), (ii) the class balance of the Class 1-M-1 Certificates
(after taking into account the payment of the Class 1-M-1 Principal Distribution
Amount on such Distribution Date) and (iii) the class balance of the Class 1-M-2
Certificates immediately prior to such Distribution Date over (y) the lesser of
(a) the product of (i) approximately 95.28% and (ii) the aggregate Stated
Principal Balance for Loan Group 1 as of the due date in the month of such
Distribution Date and (b) the amount by which the aggregate Stated Principal
Balance for Loan Group 1 as of the due date in the month of such Distribution
Date exceeds the product of (i) 0.35% and (ii) the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans on the Cut-off Date.

          "CLASS 1-M-3 PRINCIPAL DISTRIBUTION AMOUNT" means as to the Class
1-M-3 Certificates and of any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event is not in effect, the excess of (x) the sum of
(i) the aggregate class balance of the Group 1 Senior Certificates (after taking
into account the payment of the Group 1 Senior Principal Distribution Amount on
such Distribution Date), (ii) the class balance of the Class 1-M-1 Certificates
(after taking into account the payment of the Class 1-M-1 Principal Distribution
Amount on such Distribution Date), (iii) the class balance of the Class 1-M-2
Certificates (after taking into account the payment of the Class 1-M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the class balance of the
Class 1-M-3 Certificates immediately prior to such Distribution Date over (y)
the lesser of (a) the product of (i) approximately 96.28% and (ii) the aggregate
Stated Principal Balance for Loan Group 1 as of the due date in the month of
such Distribution Date and (b) the amount by which the aggregate Stated
Principal Balance for Loan Group 1 as of the due date in the month of such
Distribution Date exceeds the product of (i) 0.35% and (ii) the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans on the Cut-off Date.

          "CLASS 1-M-4 PRINCIPAL DISTRIBUTION AMOUNT" means as to the Class
1-M-4 Certificates and of any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event is not in effect, the excess of (x) the sum of
(i) the aggregate class balance of the Group 1 Senior Certificates (after taking
into account the payment of the Group 1 Senior Principal Distribution Amount on
such Distribution Date), (ii) the class balance of the Class 1-M-1 Certificates
(after taking into account the payment of the Class 1-M-1 Principal Distribution
Amount on such Distribution Date), (iii) the class balance of the Class 1-M-2
Certificates (after taking into account the payment of the Class 1-M-2 Principal
Distribution Amount on such Distribution Date), (iv) the class balance of the
Class 1-M-3 Certificates (after taking into account the payment of the Class
1-M-3 Principal Distribution Amount on such Distribution Date) and (v) the class
balance of the Class 1-M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (a) the product of (i) approximately 97.28% and (ii)
the aggregate Stated Principal


                                      S-87



Balance for Loan Group 1 as of the due date in the month of such Distribution
Date and (b) the amount by which the aggregate Stated Principal Balance for Loan
Group 1 as of the due date in the month of such Distribution Date exceeds the
product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the
Group 1 Mortgage Loans on the Cut-off Date.

          "CLASS 1-M-5 PRINCIPAL DISTRIBUTION AMOUNT" means as to the Class
1-M-5 Certificates and of any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event is not in effect, the excess of (x) the sum of
(i) the aggregate class balance of the Group 1 Senior Certificates (after taking
into account the payment of the Group 1 Senior Principal Distribution Amount on
such Distribution Date), (ii) the class balance of the Class 1-M-1 Certificates
(after taking into account the payment of the Class 1-M-1 Principal Distribution
Amount on such Distribution Date), (iii) the class balance of the Class 1-M-2
Certificates (after taking into account the payment of the Class 1-M-2 Principal
Distribution Amount on such Distribution Date), (iv) the class balance of the
Class 1-M-3 Certificates (after taking into account the payment of the Class
1-M-3 Principal Distribution Amount on such Distribution Date), (v) the class
balance of the Class 1-M-4 Certificates (after taking into account the payment
of the Class 1-M-4 Principal Distribution Amount on such Distribution Date) and
(vi) the class balance of the Class 1-M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the product of (i) approximately
98.30% and (ii) the aggregate Stated Principal Balance for Loan Group 1 as of
the due date in the month of such Distribution Date and (b) the amount by which
the aggregate Stated Principal Balance for Loan Group 1 as of the due date in
the month of such Distribution Date exceeds the product of (i) 0.35% and (ii)
the aggregate Stated Principal Balance of the Group 1 Mortgage Loans on the
Cut-off Date.

          "CLASS 1-M-6 PRINCIPAL DISTRIBUTION AMOUNT" means as to the Class
1-M-6 Certificates and of any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event is not in effect, the excess of (x) the sum of
(i) the aggregate class balance of the Group 1 Senior Certificates (after taking
into account the payment of the Group 1 Senior Principal Distribution Amount on
such Distribution Date), (ii) the class balance of the Class 1-M-1 Certificates
(after taking into account the payment of the Class 1-M-1 Principal Distribution
Amount on such Distribution Date), (iii) the class balance of the Class 1-M-2
Certificates (after taking into account the payment of the Class 1-M-2 Principal
Distribution Amount on such Distribution Date), (iv) the class balance of the
Class 1-M-3 Certificates (after taking into account the payment of the Class
1-M-3 Principal Distribution Amount on such Distribution Date), (v) the class
balance of the Class 1-M-4 Certificates (after taking into account the payment
of the Class 1-M-4 Principal Distribution Amount on such Distribution Date),
(vi) the class balance of the Class 1-M-5 Certificates (after taking into
account the payment of the Class 1-M-5 Principal Distribution Amount on such
Distribution Date) and (vii) the class balance of the Class 1-M-6 Certificates
immediately prior to such Distribution Date over (y) the lesser of (a) the
product of (i) approximately 99.30% and (ii) the aggregate Stated Principal
Balance for Loan Group 1 as of the due date in the month of such Distribution
Date and (b) the amount by which the aggregate Stated Principal Balance for Loan
Group 1 as of the due date in the month of such Distribution Date exceeds the
product of (i) 0.35% and (ii) the aggregate Stated Principal Balance of the
Group 1 Mortgage Loans on the Cut-off Date.

          "EXTRA PRINCIPAL DISTRIBUTION AMOUNT" means as of any Distribution
Date, the lesser of (x) the Monthly Excess Interest Amount for such Distribution
Date and (y) the Overcollateralization Deficiency for such Distribution Date.

          "GROUP 1 PRINCIPAL DISTRIBUTION AMOUNT" means as of any Distribution
Date, the sum of (i) the Group 1 Principal Remittance Amount (minus the
Overcollateralization Release Amount, if any) and (ii) the Extra Principal
Distribution Amount, if any.

          "GROUP 1 PRINCIPAL REMITTANCE AMOUNT" means with respect to any
Distribution Date, to the extent of funds available therefor as described
herein, the amount equal to (A) the sum (less certain amounts (without
duplication) available for reimbursement of Advances relating to Group 1
Mortgage Loans and servicing advances relating to Group 1 Mortgage Loans as
described above under "The Pooling and Servicing Agreement and the Servicing
Agreements--Advances" and certain other reimbursable expenses and indemnities
relating to Group 1 Mortgage Loans pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement) of the following amounts (without
duplication) with respect to the Group 1 Mortgage Loans: (i) each payment of
principal on a Group 1 Mortgage Loan due on the due date in the month of such
Distribution Date and received by the Servicers on or prior to the Determination
Date for such Distribution Date, including any Advances made by the


                                      S-88



related Servicer relating to Group 1 Mortgage Loans with respect thereto, (ii)
all full and partial principal prepayments on the Group 1 Mortgage Loans
received by the Servicers during the prior calendar month, (iii) the insurance
proceeds, Recoveries and liquidation proceeds (net of certain expenses)
allocable to principal actually collected by the Servicers with respect to the
Group 1 Mortgage Loans during the prior calendar month, (iv) the portion of the
Purchase Price allocable to principal of all repurchased defective Group 1
Mortgage Loans with respect to the prior calendar month, (v) any Substitution
Adjustment Amounts with respect to the Group 1 Mortgage Loans received during
the prior calendar month and (vi) the principal portion of amounts received in
connection with the optional termination of the Group 1 Mortgage Loans and
related property of the Issuing Entity as of such Distribution Date less (B) to
the extent any amounts payable to the Supplemental Interest Trust for payment to
the Swap Provider (including any Net Swap Payment and any Swap Termination
Payment owed to the Swap Provider but excluding any Swap Termination Payment
owed to the Swap Provider resulting from a Swap Provider Trigger Event) exceed
the Interest Remittance Amount for such Distribution Date (without giving effect
to clause (B) of the definition of Group 1 Interest Remittance Amount), the
amount of such excess.

          "GROUP 1 SENIOR PRINCIPAL DISTRIBUTION AMOUNT" means as of any
Distribution Date (i) before the Stepdown Date or as to which a Trigger Event is
in effect, the lesser of (a) the aggregate class balance of the Group 1 Senior
Certificates immediately prior to such Distribution Date and (b) the Group 1
Principal Distribution Amount and (ii) on or after the Stepdown Date and as long
as a Trigger Event is not in effect, the excess of (a) the aggregate class
balance of the Group 1 Senior Certificates immediately prior to such
Distribution Date over (b) the lesser of (x) the product of (1) approximately
90.30% and (2) the aggregate Stated Principal Balance for Loan Group 1 as of the
due date in the month of such Distribution Date and (y) the amount by which the
aggregate Stated Principal Balance for Loan Group 1 as of the due date in the
month of such Distribution Date exceeds the product of (1) 0.35% and (2) the
aggregate Stated Principal Balance of the Group 1 Mortgage Loans on the Cut-off
Date.

          "OVERCOLLATERALIZATION AMOUNT" means as of any Distribution Date the
excess, if any, of (x) the aggregate Stated Principal Balance of the Group 1
Mortgage Loans as of the due date in the month of such Distribution Date over
(y) the aggregate class balance of all classes of Group 1 Certificates, other
than the Class 1-CE Certificates (after taking into account all distributions of
principal on such Distribution Date and the increase of any class balance as a
result of Recoveries related to the Group 1 Mortgage Loans).

          "OVERCOLLATERALIZATION DEFICIENCY" means as of any Distribution Date,
the excess, if any, of (x) the Targeted Overcollateralization Amount over (y)
the Overcollateralization Amount for such Distribution Date, calculated for this
purpose after taking into account the reduction on such Distribution Date of the
class balances of all classes of Group 1 Certificates resulting from the
distribution of the Group 1 Principal Distribution Amount (but not the Extra
Principal Distribution Amount) on such Distribution Date, but prior to taking
into account any Applied Realized Loss Amounts on such Distribution Date.

          "OVERCOLLATERALIZATION RELEASE AMOUNT" means with respect to any
Distribution Date on or after the Stepdown Date on which a Trigger Event is not
in effect, the lesser of (x) the Group 1 Principal Remittance Amount for such
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization
Amount for such Distribution Date, assuming that 100% of the Group 1 Principal
Remittance Amount is applied as a principal payment on the Group 1 Certificates
on such Distribution Date over (ii) the Targeted Overcollateralization Amount.
With respect to any Distribution Date on which a Trigger Event is in effect, the
Overcollateralization Release Amount will be zero.

          "SENIOR ENHANCEMENT PERCENTAGE" for any Distribution Date is the
percentage obtained by dividing (x) the sum of (i) the aggregate class balance
of the Class 1-M Certificates before taking into account the distribution of the
Group 1 Principal Distribution Amount on such Distribution Date and (ii) the
Overcollateralization Amount as of the prior Distribution Date by (y) the
aggregate Stated Principal Balance of the Group 1 Mortgage Loans as of the due
date in the month of such Distribution Date.

          "SENIOR SPECIFIED ENHANCEMENT PERCENTAGE" means approximately 9.70%.

          "STEPDOWN DATE" means the earlier to occur of (i) the Distribution
Date on which the aggregate class balance of the Group 1 Senior Certificates is
reduced to zero and (ii) the later to occur of (x) the Distribution Date in May
2009 and (y) the Distribution Date on which the Senior Enhancement Percentage is
greater than or equal to the Senior Specified Enhancement Percentage.


                                      S-89



          "TARGETED OVERCOLLATERALIZATION AMOUNT" means as of any Distribution
Date, (x) prior to the Stepdown Date, approximately 0.35% of the aggregate
Stated Principal Balance of the Group 1 Mortgage Loans on the Cut-off Date and
(y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred, the
greater of (a) approximately 0.70% of the aggregate Stated Principal Balance of
the Group 1 Mortgage Loans as of due date in the month of such Distribution Date
and (b) 0.35% of the aggregate Stated Principal Balance of the Group 1 Mortgage
Loans on the Cut-off Date and (ii) if a Trigger Event has occurred, the Targeted
Overcollateralization Amount for the immediately preceding Distribution Date.

          A "TRIGGER EVENT" has occurred on a Distribution Date if (i) the
three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 72.00%
of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized
Losses on the Group 1 Mortgage Loans incurred since the Cut-off Date through the
due date in the month of such Distribution Date (reduced by the aggregate amount
of Recoveries related to the Group 1 Mortgage Loans received since the Cut-off
Date through the due date in the month of such Distribution Date) divided by the
aggregate Stated Principal Balance of the Group 1 Mortgage Loans on the Cut-off
Date exceeds the applicable percentages set forth below with respect to such
Distribution Date:

DISTRIBUTION DATE OCCURRING IN   PERCENTAGE
------------------------------   ----------
May 2009 through April 2010         0.75%
May 2010 through April 2011         1.00%
May 2011 through April 2012         1.25%
May 2012 and thereafter             1.50%

          Application of Monthly Excess Cashflow Amounts to the Group 1
Certificates

          The weighted average Net Mortgage Interest Rate for the Group 1
Mortgage Loans is generally expected to be higher than the weighted average of
the pass-through rates on the Group 1 Certificates, thus generating certain
excess interest collections which, in the absence of losses, will not be
necessary to fund interest distributions on the Group 1 Certificates. The
"MONTHLY EXCESS INTEREST AMOUNT" for any Distribution Date will be the amount by
which the Group 1 Interest Remittance Amount for such Distribution Date exceeds
the aggregate amount distributed on such Distribution Date to the Group 1
Certificates in respect of Accrued Certificate Interest and Interest
Carryforward Amounts.

          If Realized Losses occur that are not covered by the Monthly Excess
Cashflow Amount, such Realized Losses will result in an Overcollateralization
Deficiency (since they will reduce the aggregate Stated Principal Balance of the
Group 1 Mortgage Loans without giving rise to a corresponding reduction of the
aggregate class balance of the Offered Group 1 Certificates). The cashflow
priorities for the Offered Group 1 Certificates in this situation increase the
Extra Principal Distribution Amount (subject to the availability of any Monthly
Excess Cashflow Amount in subsequent months) for the purpose of re-establishing
the Overcollateralization Amount at the then-required Targeted
Overcollateralization Amount.

          On and after the Stepdown Date and assuming that a Trigger Event is
not in effect, the Targeted Overcollateralization Amount may be permitted to
decrease or "stepdown." If the Targeted Overcollateralization Amount is
permitted to stepdown on a Distribution Date, a portion of the Group 1 Principal
Remittance Amount for such Distribution Date will not be passed through as a
distribution of principal on the Offered Group 1 Certificates on such
Distribution Date. This has the effect of decelerating the amortization of the
Offered Group 1 Certificates relative to the aggregate Stated Principal Balance
of the Group 1 Mortgage Loans, thereby reducing the actual level of the
Overcollateralization Amount to the new, lower Targeted Overcollateralization
Amount. This portion of the Group 1 Principal Remittance Amount not distributed
as principal on the Offered Group 1 Certificates therefore releases a limited
portion of the overcollateralization from the Issuing Entity.

          On any Distribution Date, the sum of the Monthly Excess Interest
Amount, the Overcollateralization Release Amount and any portion of the Group 1
Principal Distribution Amount (without duplication) remaining after principal
distributions on the Offered Group 1 Certificates is the "MONTHLY EXCESS
CASHFLOW AMOUNT," which is required to be applied in the following order of
priority (the "MONTHLY EXCESS CASHFLOW ALLOCATION") on such Distribution Date:


                                      S-90



          (a) concurrently, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates, pro rata, any remaining Accrued Certificate Interest for such
class for such Distribution Date;

          (b) concurrently, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates, pro rata, any Interest Carry Forward Amount for such class for
such Distribution Date;

          (c) to the Class 1-M-1 Certificates, any remaining Accrued Certificate
Interest for such class for such Distribution Date;

          (d) to the Class 1-M-1 Certificates, any Interest Carry Forward Amount
for such class for such Distribution Date;

          (e) to the Class 1-M-1 Certificates, any Class 1-M-1 Realized Loss
Amortization Amount for such Distribution Date;

          (f) to the Class 1-M-2 Certificates, any remaining Accrued Certificate
Interest for such class for such Distribution Date;

          (g) to the Class 1-M-2 Certificates, any Interest Carry Forward Amount
for such class for such Distribution Date;

          (h) to the Class 1-M-2 Certificates, any Class 1-M-2 Realized Loss
Amortization Amount for such Distribution Date;

          (i) to the Class 1-M-3 Certificates, any remaining Accrued Certificate
Interest for such class for such Distribution Date;

          (j) to the Class 1-M-3 Certificates, any Interest Carry Forward Amount
for such class for such Distribution Date;

          (k) to the Class 1-M-3 Certificates, any Class 1-M-3 Realized Loss
Amortization Amount for such Distribution Date;

          (l) to the Class 1-M-4 Certificates, any remaining Accrued Certificate
Interest for such class for such Distribution Date;

          (m) to the Class 1-M-4 Certificates, any Interest Carry Forward Amount
for such class for such Distribution Date;

          (n) to the Class 1-M-4 Certificates, any Class 1-M-4 Realized Loss
Amortization Amount for such Distribution Date;

          (o) to the Class 1-M-5 Certificates, any remaining Accrued Certificate
Interest for such class for such Distribution Date;

          (p) to the Class 1-M-5 Certificates, any Interest Carry Forward Amount
for such class for such Distribution Date;

          (q) to the Class 1-M-5 Certificates, any Class 1-M-5 Realized Loss
Amortization Amount for such Distribution Date;

          (r) to the Class 1-M-6 Certificates, any remaining Accrued Certificate
Interest for such class for such Distribution Date;


                                      S-91



          (s) to the Class 1-M-6 Certificates, any Interest Carry Forward Amount
for such class for such Distribution Date;

          (t) to the Class 1-M-6 Certificates, any Class 1-M-6 Realized Loss
Amortization Amount for such Distribution Date;

          (u) from amounts otherwise distributable to the Class 1-CE
Certificates, first, concurrently, to the Class 1-A-1, Class 1-A-2 and Class
1-A-3 Certificates, pro rata, and then sequentially, to the Class 1-M-1, Class
1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-M-6 Certificates, in
that order, any Cap Carryover Amount for each such class;

          (v) from amounts otherwise distributable to the Class 1-CE
Certificates, to the Supplemental Interest Trust for the Swap Provider, any Swap
Termination Payments resulting from a Swap Provider Trigger Event; and

          (w) to the Class 1-CE, Class 1-P and Class 2-A-R Certificates, in the
amounts specified in the Pooling and Servicing Agreement.

          For purposes of the foregoing, the following terms will have the
respective meanings set forth below.

          "CLASS 1-M-1 REALIZED LOSS AMORTIZATION AMOUNT" means as to the Class
1-M-1 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 1-M-1 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
amount described in clauses (a) through (d) of the Monthly Excess Cashflow
Allocation for such Distribution Date.

          "CLASS 1-M-2 REALIZED LOSS AMORTIZATION AMOUNT" means as to the Class
1-M-2 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 1-M-2 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in clauses (a) through (g) of the Monthly Excess
Cashflow Allocation for such Distribution Date.

          "CLASS 1-M-3 REALIZED LOSS AMORTIZATION AMOUNT" means as to the Class
1-M-3 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 1-M-3 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in clauses (a) through (j) of the Monthly Excess
Cashflow Allocation for such Distribution Date.

          "CLASS 1-M-4 REALIZED LOSS AMORTIZATION AMOUNT" means as to the Class
1-M-4 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 1-M-4 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in clauses (a) through (m) of the Monthly Excess
Cashflow Allocation for such Distribution Date.

          "CLASS 1-M-5 REALIZED LOSS AMORTIZATION AMOUNT" means as to the Class
1-M-5 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 1-M-5 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in clauses (a) through (p) of the Monthly Excess
Cashflow Allocation for such Distribution Date.

          "CLASS 1-M-6 REALIZED LOSS AMORTIZATION AMOUNT" means as to the Class
1-M-6 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class 1-M-6 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in clauses (a) through (s) of the Monthly Excess
Cashflow Allocation for such Distribution Date.

          "REALIZED LOSS AMORTIZATION AMOUNT" means each of the Class 1-M-1
Realized Loss Amortization Amount, the Class 1-M-2 Realized Loss Amortization
Amount, the Class 1-M-3 Realized Loss Amortization Amount, the Class 1-M-4
Realized Loss Amortization Amount, the Class 1-M-5 Realized Loss Amortization
Amount and the Class 1-M-6 Realized Loss Amortization Amount.


                                      S-92



          "UNPAID REALIZED LOSS AMOUNT" means for any class of Class 1-M
Certificates and as to any Distribution Date, the excess of (x) the cumulative
amount of related Applied Realized Loss Amounts allocated to such class for all
prior Distribution Dates, as described under "--Allocation of Losses to the
Group 1 Certificates" below, over (y) the sum of (a) the cumulative amount of
any Recoveries allocated to such class and (b) the cumulative amount of related
Realized Loss Amortization Amounts with respect to such class for all prior
Distribution Dates.

ALLOCATION OF LOSSES TO THE GROUP 1 CERTIFICATES

          Realized Losses on the Group 1 Mortgage Loans will, in effect, be
absorbed first by the Class 1-CE Certificates, through the application of the
Monthly Excess Interest Amount to fund such deficiency, as well as through a
reduction in the Overcollateralization Amount.

          If, after giving effect to the distribution of the Group 1 Principal
Distribution Amount on any Distribution Date and the increase of any class
balance as a result of Recoveries, the aggregate class balance of the Group 1
Certificates (other than the Class 1-CE Certificates) exceeds the aggregate
Stated Principal Balance of the Group 1 Mortgage Loans as of the due date in the
month of such Distribution Date, such excess (the "APPLIED REALIZED LOSS
AMOUNT") will be allocated in reduction of the class balances of the Class
1-M-6, Class 1-M-5, Class 1-M-4, Class 1-M-3, Class 1-M-2 and Class 1-M-1
Certificates, in that order, until their respective class balances are reduced
to zero. In addition, after the class balances of the Class 1-M Certificates
have been reduced to zero, if after giving effect to the distribution of the
Group 1 Principal Distribution Amount and the increase of any class balance as a
result of Recoveries, the aggregate class balance of the Group 1 Senior
Certificates exceeds the aggregate Stated Principal Balance of the Group 1
Mortgage Loans as of the due date in the month of such Distribution Date, such
excess will be allocated in reduction of the class balance of the Class 1-A-3
Certificates. Any such reduction of a class balance will not be reversed or
reinstated (except in the case of Recoveries). However, on future Distribution
Dates, Certificateholders of the related class may receive amounts in respect of
prior reductions in the related class balances as described below or from the
Supplemental Interest Trust, according to the priorities set forth under
"--Interest Rate Swap Agreement, the Swap Provider and the Swap Account" below.
Such subsequent payments will be applied sequentially to the Class 1-M-1, Class
1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-M-6 Certificates, in
that order. The class balances of the Class 1-A-1 and Class 1-A-2 Certificates
will not be reduced by any Applied Realized Loss Amounts; however, under certain
loss scenarios, there will not be enough interest and principal on the Group 1
Mortgage Loans to pay the Class 1-A-1 and Class 1-A-2 Certificates all interest
and principal amounts to which they are entitled.

          If Recoveries are received on the Group 1 Mortgage Loans, they will be
included as part of the Group 1 Principal Remittance Amount for the Distribution
Date in the calendar month after they are received and distributed in accordance
with the priorities described herein. In addition, after giving effect to all
distributions on a Distribution Date, the Unpaid Realized Loss Amounts for the
class then outstanding with the highest distribution priority will be decreased
by the amount of such Recoveries until reduced to zero (with any remaining
Recoveries applied to reduce the Unpaid Realized Loss Amount of the class with
the next highest distribution priority), and the class balance of such class
will be increased by the same amount.

GROUP 1 CERTIFICATE INTEREST RATES

          Interest for each Distribution Date on or prior to the Optional
Termination Date for the Group 1 Mortgage Loans will accrue on the Offered Group
1 Certificates during the related Interest Accrual Period at a per annum rate
equal to the lesser of (i) the lesser of (a) One-Month LIBOR plus the applicable
certificate margin set forth in the table beginning on page S-6 and (b) 11.00%
and (ii) the Group 1 Cap for such Distribution Date (the "PASS-THROUGH RATE").
During each Interest Accrual Period relating to the Distribution Dates after the
Optional Termination Date with respect to the Group 1 Mortgage Loans, each of
the certificate margins on the Group 1 Certificates will be "stepped-up" to the
applicable margin set forth in the table beginning on page S-6 if the optional
termination right is not exercised.

          The "GROUP 1 CAP" for any Distribution Date and for the Group 1
Certificates will be a per annum rate (subject to adjustment based on the actual
number of days elapsed in the related Interest Accrual Period) equal to (x) the
average of the Net Mortgage Interest Rates for the Group 1 Mortgage Loans,
weighted on the basis of the Stated Principal Balances of the Group 1 Mortgage
Loans on the due date in the month preceding the month of such


                                      S-93



Distribution Date less (y) any Net Swap Payment or Swap Termination Payment, if
any, deposited into the Supplemental Interest Trust for payment to the Swap
Provider (only if such Swap Termination Payment is not due to a Swap Provider
Trigger Event) expressed as a percentage, equal to a fraction, the numerator of
which is equal to the Net Swap Payment or Swap Termination Payment deposited
into the Supplemental Interest Trust for payment to the Swap Provider multiplied
by 12, and the denominator of which is equal to the Stated Principal Balances of
the Mortgage Loans as of the due date in the month preceding the month of such
Distribution Date.

          The Group 1 Cap is sometimes referred to in this prospectus supplement
as a "CAP."

          If on any Distribution Date, the Accrued Certificate Interest for any
Offered Group 1 Certificate is based on the Group 1 Cap, the excess of (i) the
amount of interest such class would have been entitled to receive on such
Distribution Date based on its Pass-Through Rate (without regard to the Group 1
Cap) over (ii) the amount of interest such class received on such Distribution
Date based on the Group 1 Cap, together with the unpaid portion of any such
excess from prior Distribution Dates (and interest accrued thereon at the
then-applicable Pass-Through Rate on such class) will be the "CAP CARRYOVER
AMOUNT." Any Cap Carryover Amount will be paid on the same or future
Distribution Dates from amounts that would otherwise be distributed on the Class
1-CE Certificates, and then, to the extent remaining unpaid, from amounts in the
Cap Carryover Reserve Account.

          On the Closing Date, the Securities Administrator will establish the
Cap Carryover Reserve Account ("CAP CARRYOVER RESERVE ACCOUNT") pursuant to the
Pooling and Servicing Agreement from which distributions in respect of Cap
Carryover Amounts on the Offered Group 1 Certificates will be made.
Distributions in respect of Cap Carryover Amounts may also be made from the
Supplemental Interest Trust. The Cap Carryover Reserve Account will be an asset
of the Issuing Entity but not of any REMIC.

DISTRIBUTIONS ON THE SHIFTING INTEREST CERTIFICATES

          Pool Distribution Amount

          The "POOL DISTRIBUTION AMOUNT" for each Loan Group (other than Loan
Group 1) with respect to any Distribution Date, as more fully described in the
Pooling and Servicing Agreement, will be determined by reference to amounts
received in connection with the Mortgage Loans in such Loan Group, less certain
reimbursable expenses and indemnity payments pursuant to the Pooling and
Servicing Agreement, and will generally be equal to the sum of:

          (a) all scheduled installments of interest (net of the related
Administrative Fees) and principal due on the Mortgage Loans in such Loan Group
on the due date in the calendar month in which such Distribution Date occurs and
received prior to the related Determination Date, together with any Advances in
respect thereof or any Compensating Interest allocable to the Mortgage Loans in
such Loan Group;

          (b) all proceeds of any primary mortgage guaranty insurance policies
and any other insurance policies with respect to the Mortgage Loans in such Loan
Group, to the extent such proceeds are not applied to the restoration of the
related mortgaged property or released to the mortgagor in accordance with the
related Servicer's normal servicing procedures and all other cash amounts
received and retained in connection with the liquidation of defaulted Mortgage
Loans in such Loan Group, by foreclosure or otherwise (collectively,
"LIQUIDATION PROCEEDS"), during the calendar month preceding the month of such
Distribution Date (in each case, net of unreimbursed expenses incurred in
connection with a liquidation or foreclosure and unreimbursed Advances, if any);

          (c) all partial or full prepayments received on the Mortgage Loans in
such Loan Group during the calendar month preceding the month of that
Distribution Date (or, in the case of Mortgage Loans serviced by IndyMac Bank,
during the period commencing on the second day of the calendar month preceding
the calendar month of such Distribution Date and ending on the first day of the
calendar month of such Distribution Date and including any Prepayment Premiums
received with respect to such prepayments);

          (d) amounts received with respect to such Distribution Date as the
Substitution Adjustment Amount or Purchase Price in respect of any Deleted
Mortgage Loan in such Loan Group or amounts received in connection


                                      S-94



with the optional termination of a Loan Group by the Master Servicer as of such
Distribution Date, reduced by amounts in reimbursement for Advances previously
made and other amounts as to which each applicable Servicer is entitled to be
reimbursed pursuant to the applicable Servicing Agreement; and

          (e) any amounts required to be paid by the Sponsor to the Issuing
Entity during the prior calendar month with respect to the Mortgage Loans in
such Loan Group as a result of a breach of certain representations and
warranties regarding compliance with predatory or abusive lending laws (the
"REIMBURSEMENT AMOUNT"), net of any portion thereof used to reimburse any class
of Certificates that previously bore a loss as a result of such breach.

          Priority of Distributions

          The aggregate amount available for distribution to the Senior
Certificates of a Shifting Interest Group on each Distribution Date (except to
the extent of cross-collateralization payments as described under "--Cross
Collateralization" below) will be the Pool Distribution Amount for the related
Loan Group. The Aggregate Group X Subordinate Certificates will be entitled to
distributions on each Distribution Date from the Pool Distribution Amounts for
the Loan Groups in Aggregate Loan Group X. The Class 5-B Certificates will be
entitled to distributions on each Distribution Date from the Pool Distribution
Amount for Loan Group 5. The Aggregate Group 6 Subordinate Certificates will be
entitled to distributions on each Distribution Date from the Pool Distribution
Amounts for the Loan Groups in Aggregate Loan Group 6.

          On each Distribution Date, the Pool Distribution Amount for each Loan
Group (other than Loan Group 1) will be allocated in the following order of
priority (the "POOL DISTRIBUTION AMOUNT ALLOCATION"):

          (a) to the Senior Certificates of the related Group to pay interest;

          (b) to the Senior Certificates of the related Group entitled to
receive distributions of principal, based on the applicable Senior Principal
Distribution Amount, as described below under "--Principal," to pay principal;

          (c) in the case of Aggregate Loan Group X, subject to any payments
described under "--Cross Collateralization," to each class of Aggregate Group X
Subordinate Certificates, first to pay interest and then to pay principal in the
order of numerical class designations, beginning with the Class X-B-1
Certificates; in the case of Loan Group 5, to each class of Class 5-B
Certificates, first to pay interest and then to pay principal in the order of
numerical class designations, beginning with the Class 5-B-1 Certificates; and
in the case of Aggregate Loan Group 6, subject to any payments described under
"--Cross Collateralization," to each class of Aggregate Group 6 Subordinate
Certificates, first to pay interest and then to pay principal in the order of
numerical class designations, beginning with the Class 6-B-1 Certificates; and

          (d) to the Class 2-A-R Certificate, any remaining amounts, subject to
the limitations set forth below under "--Interest" and "--Principal."

          Interest

          The pass-through rate for each class of Offered Certificates other
than the Group 1 Certificates for each Distribution Date is as set forth or
described in the table beginning on page S-6 of this prospectus supplement.

          On each Distribution Date, to the extent of the applicable Pool
Distribution Amount, each class of Shifting Interest Certificates will be
entitled to receive interest (as to each such class, the "INTEREST DISTRIBUTION
AMOUNT") with respect to the related Interest Accrual Period. The Interest
Distribution Amount for any class of Shifting Interest Certificates will be
equal to the sum of (i) interest accrued during the related Interest Accrual
Period at the applicable pass-through rate on the related class balance, reduced
by the portion of any Net Interest Shortfall allocated to such Class, as
described below, and (ii) the sum of the amounts, if any, by which the amount
described in clause (i) above on each prior Distribution Date exceeded the
amount actually distributed in respect of interest on such prior Distribution
Dates and not subsequently distributed.


                                      S-95



          The interest entitlement described in clause (i) of the Interest
Distribution Amount for each class of Aggregate Group X Senior Certificates and
Aggregate Group X Subordinate Certificates will be reduced by the amount of Net
Interest Shortfalls for the Loan Groups in Aggregate Loan Group X (regardless of
which Loan Group the shortfall is attributable to) for such Distribution Date
allocated to such class as described below. The interest entitlement described
in clause (i) of the Interest Distribution Amount for each class of Group 5
Senior Certificates and Class 5-B Certificates will be reduced by the amount of
Net Interest Shortfalls for Loan Group 5 for such Distribution Date allocated to
such class as described below. The interest entitlement described in clause (i)
of the Interest Distribution Amount for each class of Aggregate Group 6 Senior
Certificates and Aggregate Group 6 Subordinate Certificates will be reduced by
the amount of Net Interest Shortfalls for the Loan Groups in Aggregate Loan
Group 6 (regardless of which Loan Group the shortfall is attributable to) for
such Distribution Date allocated to such class as described below.

          With respect to any Distribution Date, the "NET INTEREST SHORTFALL"
for Aggregate Loan Group X, Loan Group 5 or Aggregate Loan Group 6 is equal to
the sum of (i) the shortfall in interest received with respect to any Mortgage
Loan in such Loan Group or Aggregate Loan Group, as applicable, as a result of a
Relief Act Reduction, and (ii) any Non-Supported Interest Shortfalls relating to
such Loan Group or Aggregate Loan Group, as applicable. Net Interest Shortfalls
for Aggregate Loan Group X on any Distribution Date will be allocated pro rata
among all classes of Aggregate Group X Senior Certificates and Aggregate Group X
Subordinate Certificates based on the amount of interest accrued on each such
class of Certificates on such Distribution Date before taking into account any
reduction in such amounts resulting from such Net Interest Shortfalls. Net
Interest Shortfalls for Loan Group 5 on any Distribution Date will be allocated
pro rata among all classes of Group 5 Senior Certificates and Class 5-B
Certificates based on the amount of interest accrued on each such class of
Certificates on such Distribution Date before taking into account any reduction
in such amounts resulting from such Net Interest Shortfalls. Net Interest
Shortfalls for Aggregate Loan Group 6 on any Distribution Date will be allocated
pro rata among all classes of Aggregate Group 6 Senior Certificates and
Aggregate Group 6 Subordinate Certificates based on the amount of interest
accrued on each such class of Certificates on such Distribution Date before
taking into account any reduction in such amounts resulting from such Net
Interest Shortfalls. With respect to any Distribution Date, the "NON-SUPPORTED
INTEREST SHORTFALL" for any Loan Group is the amount by which the aggregate of
Prepayment Interest Shortfalls for the Mortgage Loans in such Loan Group for
such Distribution Date exceeds the applicable Compensating Interest for such
Distribution Date. See "The Pooling and Servicing Agreement and the Servicing
Agreements--Compensating Interest" in this prospectus supplement and "Certain
Legal Aspects of the Mortgage Loans--Servicemembers Civil Relief Act and Similar
Laws" in the prospectus.

          Allocations of the interest portion of Realized Losses on the Mortgage
Loans in Aggregate Loan Group X first to the Aggregate Group X Subordinate
Certificates in reverse numerical order will result from the priority of
distributions first to the Aggregate Group X Senior Certificates and then to the
classes of Aggregate Group X Subordinate Certificates in numerical order, of the
applicable Pool Distribution Amount as described above under "--Priority of
Distributions." Allocations of the interest portion of Realized Losses on the
Mortgage Loans in Loan Group 5 first to the Class 5-B Certificates in reverse
numerical order will result from the priority of distributions first to the
Group 5 Senior Certificates and then to the classes of Class 5-B Certificates in
numerical order, of the applicable Pool Distribution Amount as described above
under "--Priority of Distributions." Allocations of the interest portion of
Realized Losses on the Mortgage Loans in Aggregate Loan Group 6 first to the
Aggregate Group 6 Subordinate Certificates in reverse numerical order will
result from the priority of distributions first to the Aggregate Group 6 Senior
Certificates and then to the classes of Aggregate Group 6 Subordinate
Certificates in numerical order, of the applicable Pool Distribution Amount as
described above under "--Priority of Distributions."

          After the applicable Senior Credit Support Depletion Date, the Senior
Certificates of a Shifting Interest Group will bear the risk of loss for the
interest portion of any Realized Losses on the Mortgage Loans in the related
Loan Group pro rata based on the interest entitlement described in clause (i) of
the applicable Interest Distribution Amount.

          Accrued interest to be distributed on any Distribution Date will be
calculated for each class of Certificates on the basis of the related class
balance immediately prior to such Distribution Date. Interest on the Shifting
Interest Certificates will be calculated and payable on the basis of a 360-day
year consisting of twelve 30-day months, regardless of the actual number of days
in the related Interest Accrual Period.


                                      S-96



          If on a particular Distribution Date, the applicable Pool Distribution
Amount or Amounts applied in the order described above under "--Priority of
Distributions" is not sufficient to make a full distribution of the Interest
Distribution Amount for each class entitled to distributions therefrom, interest
will be distributed on each class of equal priority pro rata based on the
Interest Distribution Amount the class would otherwise have been entitled to
receive in the absence of such shortfall. Any unpaid amount will be carried
forward and added to the Interest Distribution Amount of that class on the next
Distribution Date. No amounts will be payable on any class that is no longer
outstanding. Such a shortfall could occur, for example, if Realized Losses on
the Mortgage Loans in a Loan Group were exceptionally high or were concentrated
in a particular month. Any such unpaid amount will not bear interest.

          Under certain circumstances, the unpaid interest amounts for a Group
of Senior Certificates in Aggregate Group X will be payable from amounts
otherwise distributable as principal on the Aggregate Group X Subordinate
Certificates in reverse order of numerical designation and the unpaid interest
amounts for a Group of Senior Certificates in Aggregate Group 6 will be payable
from amounts otherwise distributable as principal on the Aggregate Group 6
Subordinate Certificates in reverse order of numerical designation. See
"--Cross-Collateralization" in this prospectus supplement.

          The Class 5-A-X Certificates are Interest Only Certificates and have
no class balances. The "CLASS 5-A-X NOTIONAL AMOUNT" with respect to each
Distribution Date (through the Distribution Date in February 2016) and the Class
5-A-X Certificates will be equal to the sum of the class balances of the Class
5-A-2 and Class 5-A-3 Certificates. Accordingly, any distributions in respect of
principal made to, or losses in respect of principal allocated in reduction of,
the class balances of the Class 5-A-2 and Class 5-A-3 Certificates will result
in a corresponding reduction in the Class 5-A-X Notional Amount. See
"--Principal" and "--Allocation of Losses to the Shifting Interest Certificates"
in this prospectus supplement. The Class 5-A-X Notional Amount on and after the
Distribution Date in March 2016 will be zero. The Class 5-A-X Notional Amount
with respect to the first Distribution Date will be approximately $333,190,000.

          The "GROUP SUBORDINATE AMOUNT" for any Distribution Date and any Loan
Group (other than Loan Group 1) is equal to the excess of the Pool Principal
Balance for such Loan Group over the aggregate class balance of the Senior
Certificates of the related Group immediately prior to such date.

          Principal

          On each Distribution Date, the Principal Amount for a Loan Group
(other than Loan Group 1) will be distributed (i) as principal of the Senior
Certificates of the related Group in an amount up to the Senior Principal
Distribution Amount for such Loan Group and (ii) (a) in the case such Loan Group
is in Aggregate Loan Group X, as principal of the Aggregate Group X Subordinate
Certificates in an amount up to the Subordinate Principal Distribution Amount
for such Loan Group, (b) in the case of Loan Group 5, as principal of the Class
5-B Certificates in an amount up to the Subordinate Principal Distribution
Amount for Loan Group 5 and (c) in the case such Loan Group is in Aggregate Loan
Group 6, as principal of the Aggregate Group 6 Subordinate Certificates in an
amount up to the Subordinate Principal Distribution Amount for such Loan Group.
The Class 5-A-X Certificates are Interest Only Certificates and are not entitled
to distributions of principal.

          The "PRINCIPAL AMOUNT" for any Distribution Date and any Loan Group
(other than Loan Group 1) will equal the sum of:

          (a) all monthly payments of principal due on each Mortgage Loan in
such Loan Group on the related due date;

          (b) the principal portion of the Purchase Price (net of unreimbursed
Advances and other amounts as to which the related Servicer will be entitled to
be reimbursed pursuant to the applicable Servicing Agreement) of each Mortgage
Loan in such Loan Group that was purchased by the Depositor or the Sponsor as of
that Distribution Date and the principal portion of any amount allocated to such
Loan Group in connection with the optional termination of a Loan Group (other
than Loan Group 1) or an Aggregate Loan Group by the Master Servicer as
described under "The Pooling and Servicing Agreement and the Servicing
Agreements--Optional Termination";


                                      S-97



          (c) any Substitution Adjustment Amount (net of unreimbursed Advances
and other amounts as to which the related Servicer is entitled to be reimbursed
pursuant to the applicable Servicing Agreement) in connection with a Deleted
Mortgage Loan in such Loan Group received in the calendar month preceding the
month of that Distribution Date;

          (d) any Liquidation Proceeds allocable to recoveries of principal of
Mortgage Loans in such Loan Group that are not yet Liquidated Mortgage Loans
received during the calendar month preceding the month of that Distribution
Date;

          (e) with respect to each Mortgage Loan in such Loan Group that became
a Liquidated Mortgage Loan during the calendar month preceding the month of that
Distribution Date, the amount of the Liquidation Proceeds (other than
Foreclosure Profits) allocable to principal received with respect to that
Mortgage Loan during the calendar month preceding the month of that Distribution
Date; and

          (f) all full and partial principal prepayments by mortgagors on the
Mortgage Loans in such Loan Group received during the calendar month preceding
the month of that Distribution Date (or, in the case of Mortgage Loans serviced
by IndyMac Bank, during the period commencing on the second day of the calendar
month preceding the calendar month of such Distribution Date and ending on the
first day of the calendar month of such Distribution Date).

          The amounts described in clauses (a) through (d) are referred to as
"SCHEDULED PRINCIPAL PAYMENTS." The amounts described in clauses (e) and (f) are
referred to as "UNSCHEDULED PRINCIPAL PAYMENTS."

          Senior Principal Distribution Amount

          With respect to the Group 2 Senior Certificates:

          On each Distribution Date, an amount equal to the lesser of (a) the
Senior Principal Distribution Amount for Loan Group 2 for such Distribution Date
and (b) the Pool Distribution Amount for Loan Group 2 remaining after
distributions of interest on the Group 2 Senior Certificates will be distributed
as principal to the following classes of Group 2 Senior Certificates,
sequentially, as follows:

          first, to the Class 2-A-R Certificate, until its class balance has
been reduced to zero; and

          second, concurrently, to the Class 2-A-1 and Class 2-A-2 Certificates,
pro rata, until their class balances have been reduced to zero.

          With respect to the Group 3 Senior Certificates:

          On each Distribution Date, an amount equal to the lesser of (a) the
Senior Principal Distribution Amount for Loan Group 3 for such Distribution Date
and (b) the Pool Distribution Amount for Loan Group 3 remaining after
distributions of interest on the Group 3 Senior Certificates will be distributed
as principal to the following classes of Group 3 Senior Certificates,
concurrently, to the Class 3-A-1 and Class 3-A-2 Certificates, pro rata, until
their class balances have been reduced to zero.

          With respect to the Group 4 Senior Certificates:

          On each Distribution Date, an amount equal to the lesser of (a) the
Senior Principal Distribution Amount for Loan Group 4 for such Distribution Date
and (b) the Pool Distribution Amount for Loan Group 4 remaining after
distributions of interest on the Group 4 Senior Certificates will be distributed
as principal to the following classes of Group 4 Senior Certificates,
concurrently, as follows:

          (a) approximately 95.5604679009%, concurrently, as follows:


                                      S-98



               (i)  approximately 48.1927710843% to the Class 4-A-1
                    Certificates, until their class balance has been reduced to
                    zero;

               (ii) approximately 51.8072289157%, sequentially, as follows:

                    (1)  to the Class 4-A-2 Certificates, until their class
                         balance has been reduced to zero;

                    (2)  to the Class 4-A-3 Certificates, until their class
                         balance has been reduced to zero; and

          (b) approximately 4.4395320991% to the Class 4-A-4 Certificates, until
their class balance has been reduced to zero.

          With respect to the Group 5 Senior Certificates:

          On each Distribution Date, an amount equal to the lesser of (a) the
Senior Principal Distribution Amount for Loan Group 5 for such Distribution Date
and (b) the Pool Distribution Amount for Loan Group 5 remaining after
distributions of interest on the Group 5 Senior Certificates will be distributed
as principal to the following classes of Group 5 Senior Certificates,
concurrently, as follows:

          (a) approximately 96.373024719%, concurrently, as follows:

               (i)  approximately 23.0845587387% to the Class 5-A-1
                    Certificates, until their class balance has been reduced to
                    zero;

               (ii) approximately 76.9154412613%, sequentially, as follows:

                    (1)  to the Class 5-A-2 Certificates, until their class
                         balance has been reduced to zero;

                    (2)  to the Class 5-A-3 Certificates, until their class
                         balance has been reduced to zero; and

          (b) approximately 3.626975281% to the Class 5-A-4 Certificates, until
their class balance has been reduced to zero.

          With respect to the Group 6A Senior Certificates:

          On each Distribution Date, an amount equal to the lesser of (a) the
Senior Principal Distribution Amount for Loan Group 6A for such Distribution
Date and (b) the Pool Distribution Amount for Loan Group 6A remaining after
distributions of interest on the Group 6A Senior Certificates will be
distributed concurrently as principal to the Class 6-A-1 and Class 6-A-2
Certificates, pro rata, until their class balances have been reduced to zero.

          With respect to the Group 6B Senior Certificates:

          On each Distribution Date, an amount equal to the lesser of (a) the
Senior Principal Distribution Amount for Loan Group 6B for such Distribution
Date and (b) the Pool Distribution Amount for Loan Group 6B remaining after
distributions of interest on the Group 6B Senior Certificates will be
distributed concurrently as principal to the Class 6-A-3 and Class 6-A-4
Certificates, pro rata, until their class balances have been reduced to zero.

          The "SENIOR CREDIT SUPPORT DEPLETION DATE" (i) for the Groups in
Aggregate Group X, will be the date on which the aggregate class balance of the
Aggregate Group X Subordinate Certificates has been reduced to zero, (ii) for
Group 5, will be the date on which the aggregate class balance of the Class 5-B
Certificates has been reduced to zero and (iii) for the Groups in Aggregate
Group 6, will be the date on which the aggregate class balance of the Aggregate
Group 6 Subordinate Certificates has been reduced to zero.

          The "SENIOR PRINCIPAL DISTRIBUTION AMOUNT" for a Loan Group (other
than Loan Group 1) for any Distribution Date will equal the sum of:


                                      S-99



          (a) the Senior Percentage for such Loan Group of the Scheduled
Principal Payments for that Distribution Date; and

          (b) the Senior Prepayment Percentage for such Loan Group of the
Unscheduled Principal Payments for that Distribution Date.

          The "POOL PRINCIPAL BALANCE" for a Loan Group with respect to any
Distribution Date equals the aggregate Stated Principal Balances of the Mortgage
Loans in such Loan Group outstanding on the due date in the month preceding the
month of such Distribution Date.

          The "SENIOR PERCENTAGE" for a Loan Group (other than Loan Group 1) for
any Distribution Date will equal (i) the sum of the aggregate class balance of
the Senior Certificates of the related Group immediately prior to such date,
divided by (ii) the Pool Principal Balance of the such Loan Group for such date.

          The "SUBORDINATE PERCENTAGE" for a Loan Group (other than Loan Group
1) for any Distribution Date will equal 100% minus the Senior Percentage for
such Loan Group for such date.

          As of the Cut-off Date, the approximate Senior Percentage and
Subordinate Percentage for each Loan Group (other than Loan Group 1) are
expected to be as follows:

                  SENIOR     SUBORDINATE
LOAN GROUP      PERCENTAGE   PERCENTAGE
-------------   ----------   -----------
Loan Group 2     95.7487%     4.2513%
Loan Group 3     95.7496%     4.2504%
Loan Group 4     95.7496%     4.2504%
Loan Group 5     96.4999%     3.5001%
Loan Group 6A    94.9999%     5.0001%
Loan Group 6B    94.9998%     5.0002%

          The "SENIOR PREPAYMENT PERCENTAGE" for a Loan Group will be as
follows:

          (a) for each Loan Group in Aggregate Loan Group X for any Distribution
Date occurring during the periods set forth below will be as follows:

DISTRIBUTION DATE OCCURRING IN   SENIOR PREPAYMENT PERCENTAGE
------------------------------   ----------------------------
May 2006 through April 2013      100%;
May 2013 through April 2014      the applicable Senior Percentage, plus 70% of
                                 the applicable Subordinate Percentage;

May 2014 through April 2015      the applicable Senior Percentage, plus 60% of
                                 the applicable Subordinate Percentage;

May 2015 through April 2016      the applicable Senior Percentage, plus 40% of
                                 the applicable Subordinate Percentage;

May 2016 through April 2017      the applicable Senior Percentage, plus 20% of
                                 the applicable Subordinate Percentage; and

May 2017 and thereafter          the applicable Senior Percentage;

          provided, however, (i) if on any Distribution Date the percentage
equal to (x) the aggregate class balance of the Senior Certificates in Aggregate
Group X divided by (y) the aggregate Pool Principal Balance for Aggregate Loan
Group X (such percentage the "AGGREGATE GROUP X SENIOR PERCENTAGE") exceeds such
percentage as of the Closing Date, then the Senior Prepayment Percentage for
each Loan Group in Aggregate Loan Group X for such Distribution Date will equal
100%, (ii) if on any Distribution Date prior to the May 2009 Distribution Date,
prior to giving effect to any distributions, the percentage equal to the
aggregate class balance of the Aggregate Group X Subordinate Certificates
divided by the aggregate Pool Principal Balance for Aggregate Loan Group X (the
"AGGREGATE GROUP X SUBORDINATE PERCENTAGE") is greater than or equal to twice
such percentage calculated as of the Closing Date, then the Senior Prepayment
Percentage for each Loan Group in Aggregate Loan Group X for such Distribution
Date will equal the Senior Percentage for such Loan Group plus 50% of the
Subordinate Percentage for


                                      S-100



such Loan Group and (iii) if on any Distribution Date on or after the May 2009
Distribution Date, prior to giving effect to any distributions, the Aggregate
Group X Subordinate Percentage is greater than or equal to twice such percentage
calculated as of the Closing Date, then the Senior Prepayment Percentage for
each Loan Group in Aggregate Loan Group X for such Distribution Date will equal
the Senior Percentage for such Loan Group;

          (b) for Loan Group 5 for any Distribution Date occurring during the
periods set forth below will be as follows:

DISTRIBUTION DATE OCCURRING IN   SENIOR PREPAYMENT PERCENTAGE
------------------------------   ----------------------------
May 2006 through April 2013      100%;

May 2013 through April 2014      the applicable Senior Percentage, plus 70% of
                                 the applicable Subordinate Percentage;

May 2014 through April 2015      the applicable Senior Percentage, plus 60% of
                                 the applicable Subordinate Percentage;

May 2015 through April 2016      the applicable Senior Percentage, plus 40% of
                                 the applicable Subordinate Percentage;

May 2016 through April 2017      the applicable Senior Percentage, plus 20% of
                                 the applicable Subordinate Percentage; and

May 2017 and thereafter          the applicable Senior Percentage;

          provided, however, (i) if on any Distribution Date the percentage
equal to (x) the aggregate class balance of the Group 5 Senior Certificates
divided by (y) the Pool Principal Balance for Loan Group 5 (such percentage the
"GROUP 5 SENIOR PERCENTAGE") exceeds such percentage as of the Closing Date,
then the Senior Prepayment Percentage for Loan Group 5 for such Distribution
Date will equal 100%, (ii) if on any Distribution Date prior to the May 2009
Distribution Date, prior to giving effect to any distributions, the percentage
equal to the aggregate class balance of the Class 5-B Certificates divided by
the Pool Principal Balance for Loan Group 5 (the "GROUP 5 SUBORDINATE
PERCENTAGE") is greater than or equal to twice such percentage calculated as of
the Closing Date, then the Senior Prepayment Percentage for Loan Group 5 for
such Distribution Date will equal the Senior Percentage for Loan Group 5 plus
50% of the Subordinate Percentage for Loan Group 5 and (iii) if on any
Distribution Date on or after the May 2009 Distribution Date, prior to giving
effect to any distributions, the Group 5 Subordinate Percentage is greater than
or equal to twice such percentage calculated as of the Closing Date, then the
Senior Prepayment Percentage for Loan Group 5 for such Distribution Date will
equal the Senior Percentage for Loan Group 5; and

          (c) for each Loan Group in Aggregate Loan Group 6 for any Distribution
Date occurring during the periods set forth below will be as follows:

DISTRIBUTION DATE OCCURRING IN   SENIOR PREPAYMENT PERCENTAGE
------------------------------   ----------------------------
May 2006 through April 2013      100%;

May 2013 through April 2014      the applicable Senior Percentage, plus 70% of
                                 the applicable Subordinate Percentage;

May 2014 through April 2015      the applicable Senior Percentage, plus 60% of
                                 the applicable Subordinate Percentage;

May 2015 through April 2016      the applicable Senior Percentage, plus 40% of
                                 the applicable Subordinate Percentage;

May 2016 through April 2017      the applicable Senior Percentage, plus 20% of
                                 the applicable Subordinate Percentage; and

May 2017 and thereafter          the applicable Senior Percentage;

          provided, however, (i) if on any Distribution Date the percentage
equal to (x) the aggregate class balance of the Senior Certificates in Aggregate
Group 6 divided by (y) the aggregate Pool Principal Balance for Aggregate Loan
Group 6 (such percentage the "AGGREGATE GROUP 6 SENIOR PERCENTAGE") exceeds such
percentage as of the Closing Date, then the Senior Prepayment Percentage for
each Loan Group in Aggregate Loan Group 6 for such Distribution Date will equal
100%, (ii) if on any Distribution Date prior to the May 2009 Distribution Date,
prior to giving effect to any distributions, the percentage equal to the
aggregate class balance of the Aggregate Group 6 Subordinate Certificates
divided by the aggregate Pool Principal Balance for Aggregate Loan Group 6 (the
"AGGREGATE GROUP 6 SUBORDINATE PERCENTAGE") is greater than or equal to twice
such percentage calculated as of the Closing Date, then the Senior Prepayment
Percentage for each Loan Group in Aggregate Loan Group 6 for such


                                      S-101



Distribution Date will equal the Senior Percentage for such Loan Group plus 50%
of the Subordinate Percentage for such Loan Group and (iii) if on any
Distribution Date on or after the May 2009 Distribution Date, prior to giving
effect to any distributions, the Aggregate Group 6 Subordinate Percentage is
greater than or equal to twice such percentage calculated as of the Closing
Date, then the Senior Prepayment Percentage for each Loan Group in Aggregate
Loan Group 6 for such Distribution Date will equal the Senior Percentage for
such Loan Group.

          No decrease in the share of the applicable Subordinate Percentage (for
calculating the applicable Senior Prepayment Percentage) will occur, and the
Senior Prepayment Percentages for the Loan Groups in Aggregate Loan Group X,
Loan Group 5 or the Loan Groups in Aggregate Loan Group 6, as the case may be,
for such prior period will be calculated without regard to clause (ii) or (iii)
of the applicable paragraph above, if as of any Distribution Date as to which
any such decrease applies, (i) the outstanding principal balance of all Mortgage
Loans in the related Loan Groups (including, for this purpose, any Mortgage
Loans in such Loan Groups in foreclosure, any REO Property in such Loan Groups
and any Mortgage Loan in such Loan Groups for which the mortgagor has filed for
bankruptcy after the Closing Date) delinquent 60 days or more (averaged over the
preceding six-month period), as a percentage of the aggregate class balance of
the Aggregate Group X Subordinate Certificates, with respect to the Loan Groups
in Aggregate Loan Group X, the Class 5-B Certificates, with respect to Loan
Group 5, or the Aggregate Group 6 Subordinate Certificates, with respect to the
Loan Groups in Aggregate Loan Group 6, is equal to or greater than 50% or (ii)
cumulative Realized Losses with respect to the Mortgage Loans in the related
Loan Groups exceed the percentages of the aggregate class balance of the
Aggregate Group X Subordinate Certificates, with respect to the Loan Groups in
Aggregate Loan Group X, the Class 5-B Certificates, with respect to Loan Group
5, or the Aggregate Group 6 Subordinate Certificates, as of the Closing Date
(with respect to the Aggregate Group X Subordinate Certificates, the Class 5-B
Certificates or the Aggregate Group 6 Subordinate Certificates, as applicable,
the "ORIGINAL SUBORDINATE PRINCIPAL BALANCE") indicated below:

                                     PERCENTAGE OF
                                 ORIGINAL SUBORDINATE
DISTRIBUTION DATE OCCURRING IN     PRINCIPAL BALANCE
------------------------------   --------------------
May 2006 through April 2009               20%
May 2009 through April 2014               30%
May 2014 through April 2015               35%
May 2015 through April 2016               40%
May 2016 through April 2017               45%
May 2017 and thereafter                   50%

          This disproportionate allocation of certain unscheduled payments in
respect of principal will have the effect of accelerating the amortization of
the Senior Certificates of a Group (other than the Class 5-A-X Certificates)
while, in the absence of Realized Losses on the Mortgage Loans in the related
Loan Group, increasing the relative interest in the related Pool Principal
Balance evidenced by the Subordinate Certificates. Increasing the interest of
the Subordinate Certificates relative to that of the applicable Senior
Certificates of such Group is intended to preserve the availability of the
subordination provided by such Subordinate Certificates.

          The "SUBORDINATE PREPAYMENT PERCENTAGE" for a Loan Group (other than
Loan Group 1) as of any Distribution Date will equal 100% minus the Senior
Prepayment Percentage for such Loan Group for such date.

          If on any Distribution Date the allocation to any class of Senior
Certificates in a Shifting Interest Group then entitled to distributions of full
and partial principal prepayments and other amounts to be allocated in
accordance with the applicable Senior Prepayment Percentage, as described above,
would reduce the outstanding class balance of such class below zero, the
distribution to that class of the applicable Senior Prepayment Percentage of
those amounts for such Distribution Date will be limited to the percentage
necessary to reduce the related class balance to zero.

          Subordinate Principal Distribution Amount

          On each Distribution Date, each class of Aggregate Group X Subordinate
Certificates, each class of Class 5-B Certificates and each class of Aggregate
Group 6 Subordinate Certificates that is entitled to receive a


                                      S-102



principal distribution will receive its pro rata share (based on the class
balances of all the Aggregate Group X Subordinate Certificates, Class 5-B
Certificates or Aggregate Group 6 Subordinate Certificates, as the case may be,
in respect of clause (a) of the Subordinate Principal Distribution Amounts and
the class balances of all the Aggregate Group X Subordinate Certificates, Class
5-B Certificates or Aggregate Group 6 Subordinate Certificates, as the case may
be, that are entitled to receive a principal distribution, in respect of clause
(b) of the Subordinate Principal Distribution Amounts) of the Subordinate
Principal Distribution Amounts for the related Loan Groups, to the extent that
the remaining Pool Distribution Amounts for such Loan Groups are sufficient
therefor. With respect to each class of Aggregate Group X Subordinate
Certificates, each class of Class 5-B Certificates and each class of Aggregate
Group 6 Subordinate Certificates, if on any Distribution Date the Fractional
Interest is less than the Fractional Interest for that class on the Closing
Date, no classes of Aggregate Group X Subordinate Certificates, Class 5-B
Certificates or Aggregate Group 6 Subordinate Certificates, as applicable, with
higher numerical designations than such class will be entitled to receive a
principal distribution in respect of clause (b) of the Subordinate Principal
Distribution Amounts.

          Distributions of principal on each class of Aggregate Group X
Subordinate Certificates that is entitled to receive a principal distribution on
a Distribution Date will be made sequentially to each class of Aggregate Group X
Subordinate Certificates in the order of their numerical class designations,
beginning with the Class X-B-1 Certificates, until each such class has received
its respective pro rata share for the Distribution Date.

          Distributions of principal on each class of Class 5-B Certificates
that is entitled to receive a principal distribution on a Distribution Date will
be made sequentially to each class of Class 5-B Certificates in the order of
their numerical class designations, beginning with the Class 5-B-1 Certificates,
until each such class has received its respective pro rata share for the
Distribution Date.

          Distributions of principal on each class of Aggregate Group 6
Subordinate Certificates that is entitled to receive a principal distribution on
a Distribution Date will be made sequentially to each class of Aggregate Group 6
Subordinate Certificates in the order of their numerical class designations,
beginning with the Class 6-B-1 Certificates, until each such class has received
its respective pro rata share for the Distribution Date.

          The "FRACTIONAL INTEREST" with respect to any Distribution Date and
each class of Aggregate Group X Subordinate Certificates, Class 5-B Certificates
or Aggregate Group 6 Subordinate Certificates will equal (i) the aggregate of
the class balances immediately prior to such Distribution Date of all classes of
Aggregate Group X Subordinate Certificates, Class 5-B Certificates or Aggregate
Group 6 Subordinate Certificates, as applicable, that have higher numerical
class designations than such class divided by (ii) (A) in the case of the
Aggregate Group X Subordinate Certificates, the aggregate of the Pool Principal
Balances of the Loan Groups in Aggregate Loan Group X immediately prior to such
Distribution Date, (B) in the case of the Class 5-B Certificates, the Pool
Principal Balance for Loan Group 5 immediately prior to such Distribution Date
or (C) in the case of the Aggregate Group 6 Subordinate Certificates, the
aggregate of the Pool Principal Balances of the Loan Groups in Aggregate Loan
Group 6 immediately prior to such Distribution Date.

          The approximate Fractional Interests for the Shifting Interest Class B
Certificates on the Closing Date are expected to be as follows:

   AGGREGATE GROUP X
SUBORDINATE CERTIFICATES
------------------------
Class X-B-1.............   1.65%
Class X-B-2.............   1.05%
Class X-B-3.............   0.65%
Class X-B-4.............   0.40%
Class X-B-5.............   0.20%
Class X-B-6.............   0.00%


                                      S-103



 CLASS 5-B CERTIFICATES
------------------------
Class 5-B-1.............   1.40%
Class 5-B-2.............   0.85%
Class 5-B-3.............   0.55%
Class 5-B-4.............   0.35%
Class 5-B-5.............   0.20%
Class 5-B-6.............   0.00%

   AGGREGATE GROUP 6
SUBORDINATE CERTIFICATES

Class 6-B-1.............   3.50%
Class 6-B-2.............   2.70%
Class 6-B-3.............   2.40%
Class 6-B-4.............   2.00%
Class 6-B-5.............   1.75%
Class 6-B-6.............   1.50%
Class 6-B-7.............   1.20%
Class 6-B-8.............   1.00%
Class 6-B-9.............   0.70%
Class 6-B-10............   0.30%
Class 6-B-11............   0.00%

          The "SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT" for a Loan Group
(other than Loan Group 1) for any Distribution Date will equal the sum of:

                    (a) the Subordinate Percentage for such Loan Group of the
          Scheduled Principal Payments for such Distribution Date; and

                    (b) the Subordinate Prepayment Percentage for such Loan
          Group of the Unscheduled Principal Payments for such Distribution
          Date.

          Class 2-A-R Certificate

          The Class 2-A-R Certificate will remain outstanding for so long as the
Issuing Entity exists, whether or not it is receiving current distributions of
principal or interest. In addition to distributions of interest and principal as
described above, on each Distribution Date, the holder of the Class 2-A-R
Certificate will be entitled to receive any Available Funds for Loan Group 1 or
Pool Distribution Amount for a Shifting Interest Loan Group remaining after the
payment of (i) interest and principal on the Senior Certificates of any Group
and (ii) interest and principal on the applicable Subordinate Certificates, as
described above. It is not anticipated that there will be any significant
amounts remaining for any such distribution.

         Cross-Collateralization -- Aggregate Group X

         On each Distribution Date prior to the Senior Credit Support Depletion
Date for Aggregate Group X but on or after the date on which the class balances
of the Senior Certificates of a Group in Aggregate Group X have been reduced to
zero, amounts otherwise distributable as Unscheduled Principal Payments with
respect to the related Loan Group in Aggregate Loan Group X on the Aggregate
Group X Subordinate Certificates will be paid as principal to the remaining
classes of Senior Certificates of the other Groups in Aggregate Group X in
accordance with the priorities set forth for the applicable Group under
"--Principal --Senior Principal Distribution Amount," provided that on such
Distribution Date (a) the Aggregate Group X Subordinate Percentage for such
Distribution Date is less than twice the initial Aggregate Group X Subordinate
Percentage or (b) the average outstanding principal balance of the Mortgage
Loans in Aggregate Loan Group X (including, for this purpose, any Mortgage Loan
in such Loan Group in foreclosure, any REO Property in such Loan Group and any
Mortgage Loan in such Loan Group for which the mortgagor has filed for
bankruptcy after the Closing Date) delinquent 60 days or more over the last six
months as a percentage of the aggregate class balance of the Aggregate Group X
Subordinate


                                      S-104



Certificates is greater than or equal to 50%. If the Senior Certificates of two
or more Groups in Aggregate Group X remain outstanding, the distributions
described above will be made to the Senior Certificates of such Groups, pro
rata, in proportion to the aggregate class balance of the Senior Certificates of
each such Group.

          In addition, if on any Distribution Date, after giving effect to the
preceding paragraph, the aggregate class balance of the Senior Certificates of a
Group in Aggregate Group X (after giving effect to distributions to be made on
such Distribution Date) is greater than the Adjusted Pool Amount of the related
Loan Group (any such Group, the "AGGREGATE GROUP X UNDERCOLLATERALIZED GROUP"
and any such excess, the "AGGREGATE GROUP X UNDERCOLLATERALIZED AMOUNT"), all
amounts otherwise distributable as principal on the Aggregate Group X
Subordinate Certificates, in reverse order of their numerical designations will
be paid as principal to the Senior Certificates of the Aggregate Group X
Undercollateralized Group together with the applicable Senior Principal
Distribution Amount in accordance with the priorities set forth under
"--Principal--Senior Principal Distribution Amount," until the aggregate class
balance of the Senior Certificates of the Aggregate Group X Undercollateralized
Group equals the Adjusted Pool Amount of the related Loan Group. If two or more
Groups are Aggregate Group X Undercollateralized Groups, the distributions
described above will be made, pro rata, in proportion to the amount by which the
aggregate class balance of the Senior Certificates of each such Group exceeds
the Pool Principal Balance of the related Loan Group.

          Also, the amount of any unpaid interest shortfall amounts described in
clause (ii) of the definition of Interest Distribution Amount with respect to
the Aggregate Group X Undercollateralized Group (including any interest
shortfall amount for such Distribution Date) will be paid to the Aggregate Group
X Undercollateralized Group in accordance with clause (i) in the definition of
"Pool Distribution Amount Allocation" prior to the payment of any Aggregate
Group X Undercollateralized Amount from amounts otherwise distributable as
principal on the Aggregate Group X Subordinate Certificates, in reverse order of
their numerical designations.

          Cross-Collateralization -- Aggregate Group 6

          On each Distribution Date prior to the Senior Credit Support Depletion
Date for Aggregate Group 6 but on or after the date on which the class balances
of the Senior Certificates of a Group in Aggregate Group 6 have been reduced to
zero, amounts otherwise distributable as Unscheduled Principal Payments with
respect to the related Loan Group in Aggregate Loan Group 6 on the Aggregate
Group 6 Subordinate Certificates will be paid as principal to the remaining
classes of Senior Certificates of the other Groups in Aggregate Group 6 in
accordance with the priorities set forth for the applicable Group under
"--Principal --Senior Principal Distribution Amount," provided that on such
Distribution Date (a) the Aggregate Group 6 Subordinate Percentage for such
Distribution Date is less than twice the initial Aggregate Group 6 Subordinate
Percentage or (b) the average outstanding principal balance of the Mortgage
Loans in Aggregate Loan Group 6 (including, for this purpose, any Mortgage Loan
in such Loan Group in foreclosure, any REO Property in such Loan Group and any
Mortgage Loan in such Loan Group for which the mortgagor has filed for
bankruptcy after the Closing Date) delinquent 60 days or more over the last six
months as a percentage of the aggregate class balance of the Aggregate Group 6
Subordinate Certificates is greater than or equal to 50%.

          In addition, if on any Distribution Date, after giving effect to the
preceding paragraph, the aggregate class balance of the Senior Certificates of a
Group in Aggregate Group 6 (after giving effect to distributions to be made on
such Distribution Date) is greater than the Adjusted Pool Amount of the related
Loan Group (any such Group, the "AGGREGATE GROUP 6 UNDERCOLLATERALIZED GROUP"
and any such excess, the "AGGREGATE GROUP 6 UNDERCOLLATERALIZED AMOUNT"), all
amounts otherwise distributable as principal on the Aggregate Group 6
Subordinate Certificates, in reverse order of their numerical designations will
be paid as principal to the Senior Certificates of the Aggregate Group 6
Undercollateralized Group together with the applicable Senior Principal
Distribution Amount in accordance with the priorities set forth under
"--Principal--Senior Principal Distribution Amount," until the aggregate class
balance of the Senior Certificates of the Aggregate Group 6 Undercollateralized
Group equals the Adjusted Pool Amount of the related Loan Group. If two or more
Groups are Aggregate Group 6 Undercollateralized Groups, the distributions
described above will be made, pro rata, in proportion to the amount by which the
aggregate class balance of the Senior Certificates of each such Group exceeds
the Pool Principal Balance of the related Loan Group.


                                     S-105



          Also, the amount of any unpaid interest shortfall amounts described in
clause (ii) of the definition of Interest Distribution Amount with respect to
the Aggregate Group 6 Undercollateralized Group (including any interest
shortfall amount for such Distribution Date) will be paid to the Aggregate Group
6 Undercollateralized Group in accordance with clause (i) in the definition of
"Pool Distribution Amount Allocation" prior to the payment of any Aggregate
Group 6 Undercollateralized Amount from amounts otherwise distributable as
principal on the Aggregate Group 6 Subordinate Certificates, in reverse order of
their numerical designations.

ALLOCATION OF LOSSES TO THE SHIFTING INTEREST CERTIFICATES

          On each Distribution Date, (i) any Realized Loss on an Aggregate Group
X Mortgage Loan will be allocated first to the Aggregate Group X Subordinate
Certificates, in the reverse order of their numerical class designations
(beginning with the class of Aggregate Group X Subordinate Certificates then
outstanding with the highest numerical class designation), in each case until
the class balance of the respective class of Certificates has been reduced to
zero, and then to the Senior Certificates of the related Group pro rata based on
their respective class balances, (ii) any Realized Loss on a Group 5 Mortgage
Loan will be allocated first to the Class 5-B Certificates, in the reverse order
of their numerical class designations (beginning with the class of Class 5-B
Certificates then outstanding with the highest numerical class designation), in
each case until the class balance of the respective class of Certificates has
been reduced to zero, and then to the Group 5 Senior Certificates pro rata based
on their respective class balances and (iii) any Realized Loss on an Aggregate
Group 6 Mortgage Loan will be allocated first to the Aggregate Group 6
Subordinate Certificates, in the reverse order of their numerical class
designations (beginning with the class of Aggregate Group 6 Subordinate
Certificates then outstanding with the highest numerical class designation), in
each case until the class balance of the respective class of Certificates has
been reduced to zero, and then to the Senior Certificates of the related Group
pro rata based on their respective class balances.

          Such allocation will be effected for Aggregate Loan Group X on each
such Distribution Date by reducing the class balance of the class of Aggregate
Group X Subordinate Certificates then outstanding with the highest numerical
class designation if and to the extent that the sum of the class balances of all
classes of the Aggregate Group X Senior Certificates and the Aggregate Group X
Subordinate Certificates (after taking into account the amount of all
distributions to be made on such Distribution Date) exceeds the sum of the
Adjusted Pool Amounts for such Distribution Date for Aggregate Loan Group X.

          Such allocation will be effected for Loan Group 5 on each such
Distribution Date by reducing the class balance of the class of Class 5-B
Certificates then outstanding with the highest numerical class designation if
and to the extent that the sum of the class balances of all classes of the Group
5 Senior Certificates and the Class 5-B Certificates (after taking into account
the amount of all distributions to be made on such Distribution Date) exceeds
the Adjusted Pool Amount for such Distribution Date for Loan Group 5.

          Such allocation will be effected for Aggregate Loan Group 6 on each
such Distribution Date by reducing the class balance of the class of Aggregate
Group 6 Subordinate Certificates then outstanding with the highest numerical
class designation if and to the extent that the sum of the class balances of all
classes of the Aggregate Group 6 Senior Certificates and the Aggregate Group 6
Subordinate Certificates (after taking into account the amount of all
distributions to be made on such Distribution Date) exceeds the sum of the
Adjusted Pool Amounts for such Distribution Date for Aggregate Loan Group 6.

          After the applicable Senior Credit Support Depletion Date, on each
Distribution Date, the aggregate of the class balances of all classes of Senior
Certificates of each related Group then outstanding will be reduced if and to
the extent that such aggregate class balance (after taking into account the
amount of all distributions to be made on such Distribution Date) exceeds the
Adjusted Pool Amount for the related Loan Group for such Distribution Date. The
amount of any such reduction will be allocated among the Senior Certificates of
such Group pro rata based on their respective class balances. Realized Losses
allocated to the Class 5-A-2 and Class 5-A-3 Certificates will reduce the Class
5-A-X Notional Amount.

          After the applicable Senior Credit Support Depletion Date, the class
balance of a class of Super Senior Support Certificates of a Shifting Interest
Group will be reduced not only by the principal portion of Realized Losses
allocated to such class as provided in the preceding paragraph but also by the
portion allocated to the related class or classes of Super Senior Certificates
indicated in the following table:


                                     S-106



      SUPER SENIOR CLASSES      SUPER SENIOR SUPPORT CLASSES
-----------------------------   ----------------------------
            2-A-1                         2-A-2
            3-A-1                         3-A-2
   4-A-1, 4-A-2 and 4-A-3                 4-A-4
5-A-1, 5-A-2, 5-A-3 and 5-A-X             5-A-4
            6-A-1                         6-A-2
            6-A-3                         6-A-4

          In the event a Recovery is received respect to a Mortgage Loan in a
Shifting Interest Loan Group, such Recovery will be distributed to the Senior
Certificates of such Group and the then-outstanding related Subordinate
Certificates in the same manner as Liquidation Proceeds are distributed.

          With respect to any Distribution Date, the "ADJUSTED POOL AMOUNT" for
a Loan Group will equal the aggregate unpaid principal balance of the Mortgage
Loans in such Loan Group as of the Cut-off Date minus the sum of (i) all amounts
in respect of principal received in respect of the Mortgage Loans in such Loan
Group (including amounts received as Advances, principal prepayments and
Liquidation Proceeds in respect of principal) and distributed on the
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans in such Loan Group from the Cut-off
Date through the end of the month preceding such Distribution Date.

RESTRICTIONS ON TRANSFER OF THE CLASS 2-A-R CERTIFICATE

          The Class 2-A-R Certificate will be subject to the following
restrictions on transfer and will contain a legend describing such restrictions.

          The REMIC provisions of the Code impose certain taxes on (i)
transferors of residual interests to, or agents that acquire residual interests
on behalf of, Disqualified Organizations (as defined in the prospectus) and (ii)
certain Pass-Through Entities (as defined in the prospectus) that have
Disqualified Organizations as beneficial owners. No tax will be imposed on a
Pass-Through Entity (other than an "electing large partnership" (as defined in
the prospectus)) with respect to the Class 2-A-R Certificate to the extent it
has received an affidavit from the owner thereof that such owner is not a
Disqualified Organization or a nominee for a Disqualified Organization.

          The Pooling and Servicing Agreement will provide that no legal or
beneficial interest in the Class 2-A-R Certificate may be transferred to or
registered in the name of any person unless:

          o    the proposed purchaser provides to the Securities Administrator
               an affidavit to the effect that, among other items, such
               transferee is not a Disqualified Organization and is not
               purchasing the Class 2-A-R Certificate as an agent for a
               Disqualified Organization (i.e., as a broker, nominee or other
               middleman thereof); and

          o    the transferor states in writing to the Securities Administrator
               that it has no actual knowledge that such affidavit is false.

          Further, such affidavit will require the transferee to affirm that it
(a) historically has paid its debts as they have come due and intends to do so
in the future, (b) understands that it may incur tax liabilities with respect to
the Class 2-A-R Certificate in excess of cash flows generated thereby, (c)
intends to pay taxes associated with holding the Class 2-A-R Certificate as such
taxes become due and (d) will not transfer the Class 2-A-R Certificate to any
person or entity that does not provide a similar affidavit. The transferor must
certify in writing to the Securities Administrator that, as of the date of the
transfer, it had no knowledge or reason to know that the affirmations made by
the transferee pursuant to the preceding sentence were false.

          Treasury regulations applicable to REMICs (the "REMIC REGULATIONS")
disregard certain transfers of residual interests, in which case the transferor
would continue to be treated as the owner of a residual interest and thus would
continue to be subject to tax on its allocable portion of the net income of the
applicable REMIC. Under the REMIC Regulations, a transfer of a "noneconomic
residual interest" (as defined below) to a holder generally is


                                     S-107



disregarded for all federal income tax purposes if a significant purpose of the
transfer is to impede the assessment or collection of tax. A residual interest
in a REMIC (including a residual interest with a positive value at issuance) is
a "noneconomic residual interest" unless, at the time of the transfer, (i) the
present value of the expected future distributions on the residual interest 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 (ii) the transferor reasonably expects that the
transferee will receive distributions from the REMIC at or after the time at
which taxes accrue on the anticipated excess inclusions in an amount sufficient
to satisfy the accrued taxes on each excess inclusion. The REMIC Regulations
explain that 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. Under the REMIC Regulations, a
safe harbor is provided if (i) the transferor conducted, at the time of the
transfer, a reasonable investigation of the financial condition of the
transferee and found that the transferee historically had paid its debts as they
came due and found no significant evidence to indicate that the transferee would
not continue to pay its debts as they came due in the future, (ii) the
transferee represents to the transferor that it understands that, as the holder
of the non-economic residual interest, the transferee may incur liabilities in
excess of any cash flows generated by the interest and that the transferee
intends to pay taxes associated with holding the residual interest as they
become due and (iii) the transferee represents to the transferor that it will
not cause income from the residual interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, and the residual interest is, in fact, not transferred to
such a permanent establishment or fixed base of the transferee or any other
person. The Pooling and Servicing Agreement will require a transferee of the
Class 2-A-R Certificate to certify to the matters in the preceding sentence as
part of the affidavit described above.

          In addition to the three conditions set forth above for the transferor
of a noneconomic residual interest to be presumed not to have knowledge that the
transferee would be unwilling or unable to pay taxes due on its share of the
taxable income of the REMIC, the REMIC Regulations contain a fourth condition
for the transferor to be presumed to lack such knowledge. This fourth condition
requires that one of the two following tests be satisfied:

               (a) the present value of the anticipated tax liabilities
          associated with holding the noneconomic residual interest not exceed
          the sum of:

                    (i) the present value of any consideration given to the
               transferee to acquire the interest;

                    (ii) the present value of the expected future distributions
               on the interest; and

                    (iii) the present value of the anticipated tax savings
               associated with holding the interest as the applicable REMIC
               generates losses; or

               (b) (i) the transferee must be a domestic "C" corporation (other
          than a corporation exempt from taxation or a regulated investment
          company or real estate investment trust) that meets certain asset
          tests;

                    (ii) the transferee must agree in writing that any
               subsequent transfer of the residual interest would be to an
               eligible "C" corporation and would meet the requirements for a
               safe harbor transfer; and

                    (iii) the facts and circumstances known to the transferor on
               or before the date of the transfer must not reasonably indicate
               that the taxes associated with ownership of the residual interest
               will not be paid by the transferee.

          For purposes of the computations in clause (a) the transferee is
assumed to pay tax at the highest corporate rate of tax specified in the Code
or, in certain circumstances, the alternative minimum tax rate. Further, present
values generally are computed using a discount rate equal to the short-term
Federal rate set forth in Section 1274(d) of the Code for the month of the
transfer and the compounding period used by the transferee.


                                     S-108



          The Pooling and Servicing Agreement will not require that transfers of
the Class 2-A-R Certificate meet the fourth requirement above, and therefore
such transfers may not meet the safe harbor. The holder of the Class 2-A-R
Certificate is advised to consult its tax advisor regarding the advisability of
meeting the safe harbor.

          In addition, the Class 2-A-R Certificate may not be purchased by or
transferred to any person that is not a U.S. Person, unless:

          o    such person holds the Class 2-A-R Certificate in connection with
               the conduct of a trade or business within the United States and
               furnishes the transferor and the Securities Administrator with an
               effective Internal Revenue Service Form W-8ECI; or

          o    the transferee delivers to both the transferor and the Securities
               Administrator an opinion of a nationally-recognized tax counsel
               to the effect that such transfer is in accordance with the
               requirements of the Code and the regulations promulgated
               thereunder and that such transfer of the Class 2-A-R Certificate
               will not be disregarded for federal income tax purposes.

          The term "U.S. PERSON" means a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).

          THE POOLING AND SERVICING AGREEMENT WILL PROVIDE THAT ANY ATTEMPTED OR
PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.

          Any transferor or agent to whom the Securities Administrator provides
information as to any applicable tax imposed on such transferor or agent may be
required to bear the cost of computing or providing such information.

          See "Federal Income Tax Consequences--Federal Income Tax Consequences
for REMIC Certificates--Taxation of Residual Certificates--Tax-Related
Restrictions on Transfer of Residual Certificates" in the prospectus.

          THE CLASS 2-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PLAN OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF SUCH PLAN.

          See "Benefit Plan Considerations" in this prospectus supplement and
"Benefit Plan Considerations" in the prospectus.

INTEREST RATE SWAP AGREEMENT, THE SWAP PROVIDER AND THE SWAP ACCOUNT

          The Interest Rate Swap Agreement

          On or before the Closing Date, the Supplemental Interest Trust Trustee
will enter into the Interest Rate Swap Agreement with the Swap Provider. The
Interest Rate Swap Agreement will be administered by the Supplemental Interest
Trust Trustee pursuant to the Pooling and Servicing Agreement. The Swap Account
will be an asset of the Supplemental Interest Trust but not of any REMIC.

          Under the Interest Rate Swap Agreement, on or before each Distribution
Date (beginning with the first Distribution Date), the Supplemental Interest
Trust will be obligated to pay to the Swap Provider from amounts available
therefor pursuant to the Pooling and Servicing Agreement, a fixed amount equal
to the product of (x) 5.319%, (y) the Swap Notional Amount for that Distribution
Date and (z) a fraction, the numerator of which is 30 (or, for the first
Distribution Date, the number of days elapsed from the closing date to but
excluding the first


                                     S-109



Distribution Date on a 30/360 basis), and the denominator of which is 360, and
the Swap Provider will be obligated to pay to the Supplemental Interest Trust
Trustee a floating amount equal to the product of (x) one-month LIBOR (as
determined pursuant to the Interest Rate Swap Agreement), (y) the Swap Notional
Amount for that Distribution Date, and (z) a fraction, the numerator of which is
the actual number of days elapsed from the previous Distribution Date to but
excluding the current Distribution Date (or, for the first Distribution Date,
the actual number of days elapsed from the Closing Date to but excluding the
first Distribution Date), and the denominator of which is 360. A net payment
will be required to be made on or before each Distribution Date (each such net
payment, a "NET SWAP PAYMENT") (a) by the Supplemental Interest Trust to the
Swap Provider, to the extent that the fixed amount exceeds the corresponding
floating amount, or (b) by the Swap Provider to the Supplemental Interest Trust
to the extent that the floating amount exceeds the corresponding fixed amount.

          The initial Swap Notional Amount will be approximately $574,284,864.
The Interest Rate Swap Agreement will terminate immediately after the March 2011
Distribution Date unless terminated earlier upon the occurrence of a Swap
Default or a Termination Event.

          The respective obligations of the Swap Provider and the Supplemental
Interest Trust Trustee to pay specified amounts due under the Interest Rate Swap
Agreement will be subject to the following conditions precedent: (1) no Swap
Default or event that with the giving of notice or lapse of time or both would
become a Swap Default, in each case, in respect of the other party, shall have
occurred and be continuing with respect to the Interest Rate Swap Agreement and
(2) no "Early Termination Date" (as defined in the ISDA Master Agreement) has
occurred or been effectively designated with respect to the Interest Rate Swap
Agreement.

          Upon the occurrence of any Swap Default under the Interest Rate Swap
Agreement, the non-defaulting party will have the right to designate an Early
Termination Date. With respect to Termination Events, an Early Termination Date
may be designated by one or both of the parties (as specified in the Interest
Rate Swap Agreement), all as set forth in the Interest Rate Swap Agreement.

          Upon any Swap Early Termination, the Supplemental Interest Trust or
the Swap Provider may be liable to make a Swap Termination Payment to the other
(regardless of which of the parties has caused the termination). The Swap
Termination Payment will be based on the value of the Interest Rate Swap
Agreement computed in accordance with the procedures set forth in the Interest
Rate Swap Agreement taking into account the present value of the unpaid amounts
that would have been owed to and by the Swap Provider under the remaining
scheduled term of the Interest Rate Swap Agreement. In the event that the
Supplemental Interest Trust is required to make a Swap Termination Payment, that
payment will be paid from the Supplemental Interest Trust on the related
Distribution Date and on any subsequent Distribution Dates until paid in full,
generally prior to distributions to the holders of the Group 1 Certificates.

          Upon a Swap Early Termination, the Supplemental Interest Trust
Trustee, at the direction of the Depositor and with the consent of the NIMS
Insurer, if any, will seek a replacement swap provider to enter into a
replacement interest rate swap agreement or similar agreement. To the extent the
Supplemental Interest Trust receives a Swap Termination Payment from the Swap
Provider, the Supplemental Interest Trust will apply, as set forth in the
Pooling and Servicing Agreement, all or such portion of such Swap Termination
Payment as may be required to the payment of amounts due to a replacement swap
provider under a replacement interest rate swap agreement or similar agreement.
Furthermore, to the extent the Supplemental Interest Trust is required to pay a
Swap Termination Payment to the Swap Provider, the Supplemental Interest Trust
will apply all or a portion of such amount received from a replacement swap
provider upon entering into a replacement interest rate swap agreement or
similar agreement to the Swap Termination Payment amount owing to the Swap
Provider.

          Upon the occurrence of a Downgrade Provision, the Swap Provider will
be required to (1) post collateral securing its obligations under the Interest
Rate Swap Agreement, (2) obtain a substitute Swap Provider or credit support
provider or (3) establish any other arrangement acceptable to the Rating
Agencies, the Supplemental Interest Trust Trustee and the NIMS Insurer, if any
(such consent by such Supplemental Interest Trust Trustee and the NIMS Insurer
not to be unreasonably withheld), unless the Rating Agencies confirm their then
current ratings on the Certificates.

          For purposes of the foregoing, the following terms will have the
respective meanings set forth below.


                                     S-110



          The "DOWNGRADE PROVISION" of the Interest Rate Swap Agreement will be
triggered if the Swap Provider's short-term or long-term credit ratings fall
below the levels specified in the Interest Rate Swap Agreement.

          "EVENTS OF DEFAULT" under the Interest Rate Swap Agreement (each a
"SWAP DEFAULT") include the following standard events of default under the 1992
Master Agreement (Multicurrency-Cross Border) as published by the International
Swaps and Derivative Association, Inc. (the "ISDA MASTER AGREEMENT"), as
modified by the Interest Rate Swap Agreement:

          o    "Failure to Pay or Deliver,"

          o    "Bankruptcy" and

          o    "Merger without Assumption",

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

          The "SWAP ACCOUNT" means a segregated trust account for the benefit of
the holders of the Group 1 Certificates in which payments owed to or received
from the Swap Provider will be deposited.

          A "SWAP DEFAULT" means an Event of Default under the Interest Rate
Swap Agreement.

          A "SWAP EARLY TERMINATION" means the occurrence of an Early
Termination Date under the Interest Rate Swap Agreement.

          The "SWAP PROVIDER" means Bank of America, National Association.

          A "SWAP PROVIDER TRIGGER EVENT" means a Swap Termination Payment that
is triggered upon: (i) an Event of Default under the Interest Rate Swap
Agreement with respect to which the Swap Provider is a Defaulting Party (as
defined in the Interest Rate Swap Agreement) or (ii) a Termination Event under
the Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole Affected Party (as defined in the Interest Rate Swap Agreement).

          The "SWAP TERMINATION PAYMENT" means the amount, if any, owed by the
trust or the Swap Provider upon a Swap Early Termination.

          A "TERMINATION EVENT" under the Interest Rate Swap Agreement consists
of the following standard events under the ISDA Master Agreement and the
Additional Termination Events described below:

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

          o    "Tax Event" (which generally relates to either party to the
               Interest Rate Swap Agreement, as a result of changes in law,
               receiving a payment under the Interest Rate Swap Agreement from
               which an amount has been deducted or withheld for or on account
               of taxes or making an additional payment of any such amount) and

          o    "Tax Event Upon Merger" (which generally relates to either party
               to the Interest Rate Swap Agreement, as a result of a merger or
               similar transaction, receiving a payment under the Interest Rate
               Swap Agreement from which an amount has been deducted or withheld
               for or on account of taxes or making an additional payment of any
               such amount),

as described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the ISDA Master
Agreement. In addition, there are "Additional Termination Events" (as defined in
the Interest Rate Swap Agreement), including if the trust should terminate, if
the Pooling and Servicing Agreement is amended or modified without the prior
written consent of the Swap Provider where written consent is required or if,
pursuant to the terms of the Pooling and Servicing


                                     S-111



Agreement, the Master Servicer or the NIMS Insurer exercises the option to
purchase the Group 1 Mortgage Loans and any failure to comply with the Downgrade
Provisions.

          The Supplemental Interest Trust will not be required to make any
gross-up payments to the Swap Provider on account of any tax withholding.

          The Sponsor believes that the maximum probable exposure to the Swap
Provider under the Interest Rate Swap Agreement is less than 10% of the initial
class balances of the Group 1 Certificates.

          The Swap Provider

          Bank of America is a national bank and an indirect wholly-owned
subsidiary of Bank of America Corporation. Bank of America is engaged in a
general consumer banking, commercial banking and trust business, offering a wide
range of commercial, corporate, international, financial market, retail and
fiduciary banking services. Bank of America originates and services residential
mortgage loans and performs subservicing functions for affiliates.

          Bank of America's headquarters and its executive offices are located
at 101 South Tryon Street, Charlotte, North Carolina 28255. Bank of America is
subject to regulation, supervision and examination by the Office of the
Comptroller of the Currency and has been approved as a mortgagee and
seller/servicer by the Department of Housing and Urban Development, the Veterans
Administration, the Government National Mortgage Association, Fannie Mae and
Freddie Mac.

          As of the date of this prospectus supplement, the long-term senior
unsecured debt of Bank of America, National Association was assigned ratings of
"Aa1" by Moody's, "AA" by Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. and "AA-" by Fitch.

          The Swap Account

          On or before the Closing Date, the Securities Administrator, in its
capacity as trustee (the "SUPPLEMENTAL INTEREST TRUST TRUSTEE") of the
supplemental interest trust, a separate trust created under the Pooling and
Servicing Agreement (the "SUPPLEMENTAL INTEREST TRUST") will enter into an
Interest Rate Swap Agreement with the Swap Provider for the benefit of the
holders of the Group 1 Certificates only. Any Net Swap Payments made by the Swap
Provider will be distributed in accordance with the Pooling and Servicing
Agreement. The Supplemental Interest Trust Trustee will be required to deposit
into the Swap Account an amount equal to the Net Swap Payment, if any, payable
by the Supplemental Interest Trust Trustee to the Swap Provider on such
Distribution Date. Also, on each Distribution Date, the Supplemental Trust
Trustee shall deposit into the Swap Account the Net Swap Payment, if any,
received by the Supplemental Interest Trust Trustee from the Swap Provider on
such Distribution Date.

          On each Distribution Date, to the extent required, following the
distribution of the Monthly Excess Cashflow as described in "Description of the
Certificates--Distributions on the Group 1 Certificates--Application of Monthly
Excess Cashflow Amounts to the Group 1 Certificates" in this prospectus
supplement and withdrawals from the Cap Carryover Reserve Account as described
in "Description of the Certificates--Distributions on the Group 1
Certificates--Group 1 Certificate Interest Rates," the Supplemental Interest
Trust Trustee will withdraw from amounts in the Swap Account to distribute to
the Group 1 Certificates in the following order of priority:

          first, to the Swap Provider, any Net Swap Payment owed to the Swap
Provider pursuant to the Interest Rate Swap Agreement for such Distribution
Date;

          second, to the Swap Provider, any Swap Termination Payment not
resulting from a Swap Provider Trigger Event pursuant to the Interest Rate Swap
Agreement;

          third, concurrently, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates, the related Accrued Certificate Interest and Interest Carry
Forward Amount remaining undistributed after the distributions of the Group


                                     S-112



1 Interest Remittance Amount and the Monthly Excess Cashflow Amount, on a pro
rata basis based on such respective remaining Accrued Certificate Interest and
Interest Carry Forward Amount;

          fourth, sequentially, to the Class 1-M-1, Class 1-M-2, Class 1-M-3,
Class 1-M-4, Class 1-M-5 and Class 1-M-6 Certificates, in that order, the
related Accrued Certificate Interest and Interest Carry Forward Amount, to the
extent remaining undistributed after the distributions of the Group 1 Interest
Remittance Amount and the Monthly Excess Cashflow Amount;

          fifth, to the holders of the class or classes of Offered Group 1
Certificates then entitled to receive distributions in respect of principal, in
an amount necessary to maintain the applicable Targeted Overcollateralization
Amount after taking into account distributions made from the Monthly Excess
Interest Amount (but only to the extent of cumulative Realized Losses);

          sixth, sequentially, to the Class 1-M-1, Class 1-M-2, Class 1-M-3,
Class 1-M-4, Class 1-M-5, and Class 1-M-6 Certificates, to the extent of any
remaining related Realized Loss Amortization Amount for such class;

          seventh, concurrently, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates, the related Cap Carryover Amount, to the extent remaining
undistributed after distributions are made from the Cap Carryover Reserve
Account, on a pro rata basis based on such respective Cap Carryover Amounts
remaining;

          eighth, sequentially, to the Class 1-M-1, Class 1-M-2, Class 1-M-3,
Class 1-M-4, Class 1-M-5, and Class 1-M-6 Certificates, in that order, the
related Cap Carryover Amount, to the extent remaining undistributed after
distributions are made from the Cap Carryover Reserve Account; and

          ninth, to the Class 1-CE Certificates, any remaining amounts.

THE SUPPLEMENTAL INTEREST TRUST TRUSTEE

          Wells Fargo Bank, N.A. will be the Supplemental Interest Trust
Trustee. The Supplemental Interest Trust Trustee will perform all of the
obligations of the trustee under the Interest Rate Swap Agreement. With regard
to the Supplemental Interest Trust, the Supplemental Interest Trust Trustee will
only be obligated to make payments to the Issuing Entity under the Interest Rate
Swap Agreement to the extent that the Supplemental Interest Trust receives the
related funds from the Swap Provider, and will only be obligated to make
payments to the Swap Provider under the Interest Rate Swap Agreement to the
extent that the Supplemental Interest Trust receives the related funds from the
Issuing Entity. The Supplemental Interest Trust Trustee will be entitled to
reimbursement or indemnification by the Issuing Entity for any loss, liability
or expense arising out of or in connection with the Supplemental Interest Trust
as set forth in the Pooling and Servicing Agreement except any such loss,
liability or expense as may arise from its bad faith, willful misconduct or
negligence.

          Any resignation or removal of Wells Fargo Bank, N.A. as Securities
Administrator will also result in the resignation or removal, as applicable, of
Wells Fargo Bank, N.A. as the Supplemental Interest Trust Trustee of the
Supplemental Interest Trust.

                       PREPAYMENT AND YIELD CONSIDERATIONS

          Delinquencies on the Mortgage Loans in a Loan Group which are not
advanced by or on behalf of a Servicer (because amounts, if advanced, would be
nonrecoverable), will adversely affect the yield on the Senior Certificates of
the related Group and the related Subordinate Certificates. Because of the
priority of distributions, shortfalls resulting from delinquencies on the
Mortgage Loans of a Loan Group not so advanced will be borne first by the
related Subordinate Certificates, in the reverse order of their numerical
designations, and then by the Senior Certificates of the related Group.

          Net Interest Shortfalls will adversely affect the yields on the Senior
Certificates entitled to distributions of interest and the Subordinate
Certificates of the related Group. In addition, losses generally will be borne
first by the Subordinate Certificates of the related Group, as described in this
prospectus supplement under "Description of the


                                     S-113



Certificates--Allocation of Losses to the Shifting Interest Certificates." The
yields on the Offered Certificates will depend on the rate and timing of
Realized Losses on the applicable Mortgage Loans in the related Loan Group or
Loan Groups.

          The effective yields to investors will be lower than the yields
otherwise produced by the applicable rate at which interest is passed through to
investors and the purchase price of their Certificates because monthly
distributions will not be payable to investors until the 20th day (or, if not a
business day, the next business day) of the month following the month in which
interest accrues on the Mortgage Loans (without any additional distribution of
interest or earnings thereon in respect of such delay).

PREPAYMENT CONSIDERATIONS AND RISKS

          Because principal payments on the Mortgage Loans in a Loan Group will
be distributed currently on the Senior Certificates of the related Group
entitled to payments of principal and the Subordinate Certificates of the
related Group, the rate of principal payments on the Offered Certificates
entitled to payments of principal, the aggregate amount of each interest payment
on the Offered Certificates entitled to interest payments, and the yield to
maturity of Offered Certificates purchased at a price other than par are
directly related to the rate of payments of principal on the applicable Mortgage
Loans in the related Loan Group or Loan Groups. The principal payments on the
Mortgage Loans may be in the form of scheduled principal payments or principal
prepayments (for this purpose, the term "principal prepayment" includes
prepayments and any other recovery of principal in advance of its scheduled due
date, including repurchases and liquidations due to default, casualty,
condemnation and the like). Any such prepayments will result in distributions to
you of amounts that would otherwise be distributed over the remaining term of
the Mortgage Loans. See "Prepayment and Yield Considerations" in the Prospectus.

          The rate at which mortgage loans in general prepay may be influenced
by a number of factors, including general economic conditions, mortgage market
interest rates, availability of mortgage funds and homeowner mobility.

          o    In general, if prevailing mortgage interest rates fall
               significantly below the mortgage interest rates on the Mortgage
               Loans, the Mortgage Loans are likely to prepay at higher rates
               than if prevailing mortgage interest rates remain at or above the
               mortgage interest rates on the Mortgage Loans.

          o    Conversely, if prevailing mortgage interest rates rise above the
               mortgage interest rates on the Mortgage Loans, the rate of
               prepayment would be expected to decrease.

          o    Certain of the Mortgage Loans are Interest Only Mortgage Loans.
               At the end of the interest only period, the payments on such
               Mortgage Loans will be recalculated to fully amortize over the
               remaining life of the loan and the mortgagor will be required to
               make payments of principal and interest which may increase the
               burden of the mortgagor and may increase the risk of default
               under the Mortgage Loan.

          The timing of changes in the rate of prepayments may significantly
affect the actual yield to you, even if the average rate of principal
prepayments is consistent with your expectations. In general, the earlier the
payment of principal of the Mortgage Loans the greater the effect on your yield
to maturity. As a result, the effect on your yield of principal prepayments
occurring at a rate higher (or lower) than the rate you anticipate during the
period immediately following the issuance of the Certificates will not be offset
by a subsequent like reduction (or increase) in the rate of principal
prepayments. You should also consider the risk, in the case of an Offered
Certificate purchased at a discount, that a slower than anticipated rate of
payments in respect of principal (including prepayments) on the applicable
Mortgage Loans in the related Loan Group or Loan Groups, will have a negative
effect on the yield to maturity of such Offered Certificate. You should also
consider the risk, in the case of an Offered Certificate purchased at a premium,
particularly a Class 5-A-X Certificate (which has no class balance), that a
faster than anticipated rate of payments in respect of principal (including
prepayments) on the applicable Mortgage Loans in the related Loan Group or Loan
Groups will have a negative effect on the yield to maturity of such Offered
Certificate. You must make your own decisions as to the appropriate prepayment
assumptions to be used in deciding whether to purchase Offered Certificates.


                                     S-114



          Mortgagors are permitted to prepay the Mortgage Loans, in whole or in
part, at any time. Certain of the Mortgage Loans are subject to Prepayment
Premiums that may discourage a mortgagor from prepaying its Mortgage Loan during
the applicable period. Substantially all of these Prepayment Premiums are
scheduled to expire by the end of January 2011. The rate of payment of principal
may also be affected by any repurchase of the Mortgage Loans permitted or
required by the Pooling and Servicing Agreement, including any termination. See
"The Pooling and Servicing Agreement and the Servicing Agreements--Optional
Termination" in this prospectus supplement for a description of the Master
Servicer's option to purchase certain Mortgage Loans. The Depositor, the Seller
or an Originator may be required to repurchase Mortgage Loans because of
defective documentation or material breaches in its representations and
warranties with respect to such Mortgage Loans. Any repurchases will shorten the
weighted average lives of the related classes of Offered Certificates.

          All of the Mortgage Loans will include "due-on-sale" clauses which
allow the holder of the Mortgage Loan to demand payment in full of the remaining
principal balance upon sale or certain transfers of the property securing such
Mortgage Loan. To the extent that the applicable Servicer has knowledge of the
conveyance or proposed conveyance of the underlying mortgaged property, such
Servicer generally will be required to enforce "due-on-sale" clauses to the
extent permitted by applicable law. However, the applicable Servicer will not
take any action in relation to the enforcement of any "due-on-sale" provisions
which would impair or threaten to impair any recovery under any related primary
mortgage insurance policy. See "Prepayment and Yield Considerations" in the
Prospectus. Acceleration of Mortgage Loans as a result of enforcement of such
"due-on-sale" provisions in connection with transfers of the related mortgaged
properties or the occurrence of certain other events resulting in acceleration
would affect the level of prepayments on the Mortgage Loans, thereby affecting
the weighted average lives of the related classes of Offered Certificates.

          As described in this prospectus supplement under "Description of the
Certificates--Principal," the Senior Prepayment Percentage for a Loan Group of
all principal prepayments (excluding for this purpose, partial liquidations due
to default, casualty, condemnation and the like) initially will be distributed
to the classes of Senior Certificates then entitled to receive principal
prepayment distributions. This may result in all (or a disproportionate
percentage) of those principal prepayments being distributed to the Senior
Certificates and none (or less than their pro rata share) of such principal
prepayments being distributed to holders of the Subordinate Certificates during
the periods of time described in the definition of "Senior Prepayment
Percentage."

ASSUMPTIONS RELATING TO TABLES

          The tables set forth in Appendix B to this prospectus supplement (the
"DECREMENT TABLES") have been prepared on the basis of the following assumptions
(the "MODELING ASSUMPTIONS"):

               (a) each Loan Group consists of the hypothetical mortgage loans
          presented in Appendix C;

               (b) the initial class balances, notional amounts and pass-through
          rates for the Offered Certificates are as set forth or described in
          the table beginning on page S-6;

               (c) there are no Net Interest Shortfalls, Relief Act Reductions,
          delinquencies or Realized Losses with respect to the Mortgage Loans;

               (d) scheduled payments of principal and interest with respect to
          the Mortgage Loans are received on the applicable due date beginning
          on April 1, 2006;

               (e) prepayments are received, together with 30 days' interest
          thereon, on the last day of each month beginning in April 2006;

               (f) the Mortgage Loans prepay at the indicated percentages of
          CPR;

               (g) optional repurchase of Mortgage Loans from the Issuing Entity
          by the Master Servicer or the NIMS Insurer does not occur;


                                     S-115



               (h) no Mortgage Loans are required to be repurchased from the
          Issuing Entity and no Mortgage Loans are substituted for the Mortgage
          Loans included in the Issuing Entity on the Closing Date;

               (i) the Certificates are issued on the Closing Date;

               (j) cash payments on the Certificates are received on the 20th
          day of each month beginning in May 2006 in accordance with the
          priorities and amounts described in this prospectus supplement under
          "Description of the Certificates";

               (k) One-Month LIBOR remains constant at 4.88000% per annum;

               (l) Six-Month LIBOR remains constant at 5.20438% per annum;

               (m) One-Year LIBOR remains constant at 5.34063% per annum;

               (n) One-Year CMT remains constant at 4.89000% per annum; and

               (o) with respect to the Group 1 Mortgage Loans, the Net Swap
          Payment is calculated as described under "Description of the
          Certificates--The Interest Rate Swap Agreement, the Swap Provider and
          the Swap Account."

          Although the characteristics of the mortgage loans for the Decrement
Tables have been prepared on the basis of the weighted average characteristics
of the Mortgage Loans which are expected to be in the Mortgage Pool, there is no
assurance that the Modeling Assumptions will reflect the actual characteristics
or performance of the Mortgage Loans or that the performance of the Offered
Certificates will conform to the results set forth in the tables.

WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES

          Weighted average life of a class of Offered Certificates (other than
the Class 5-A-X Certificates) refers to the average amount of time that will
elapse from the date of issuance of such class of Certificates until each dollar
in reduction of its class balance is distributed to investors. With respect to
the Class 5-A-X Certificates, weighted average life refers to the average amount
of time that will elapse from the date of issuance of the Offered Certificates
until the date on which the Class 5-A-X Notional Amount has been reduced to
zero. The weighted average lives of classes of Offered Certificates will be
influenced by, among other things, the rate at which principal of the applicable
Mortgage Loans in the related Loan Group or Loan Groups is paid, which may be in
the form of scheduled principal payments or principal prepayments (for this
purpose, the term "prepayments" includes prepayments and liquidations due to
default, casualty, condemnation and the like), the timing of changes in such
rate of principal payments and the priority sequence of distributions of
principal of such Offered Certificates. The interaction of the foregoing factors
may have different effects on each class of Offered Certificates and the effects
on any such class may vary at different times during the life of such class.
Accordingly, no assurance can be given as to the weighted average life of any
class of Offered Certificates. For an example of how the weighted average lives
of the Offered Certificates are affected by the foregoing factors at various
constant percentages of CPR, see the Decrement Tables set forth in Appendix B to
this prospectus supplement.

          Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. The prepayment model used in this prospectus
supplement is the Constant Prepayment Rate ("CPR"), which represents an assumed
rate of principal prepayment each year relative to the then-outstanding
principal balance of a pool of mortgage loans for the life of such mortgage
loans. A prepayment assumption of 0% CPR assumes constant prepayment rates of 0%
per annum, a prepayment assumption of 5% CPR assumes constant prepayment rates
of 5% per annum, a prepayment rate of 25% CPR assumes constant prepayment rates
of 25% per annum and so forth, each of the then-outstanding principal balance of
such mortgage loans. CPR does not purport to be 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. The Depositor believes
that no existing statistics of which it is aware provide a reliable basis for
investors to predict the amount or the timing of receipt of prepayments on the
Mortgage Loans.


                                     S-116



          The Decrement Tables set forth in Appendix B to this prospectus
supplement have been prepared on the basis of the Modeling Assumptions described
above under "--Assumptions Relating to Tables." There will likely be
discrepancies between the characteristics of the actual Mortgage Loans included
in each Loan Group and the characteristics of the mortgage loans assumed in
preparing the Decrement Tables. Any such discrepancy may have an effect upon the
percentages of initial class balances (or initial notional amount in the case of
the Interest Only Certificates) outstanding set forth in the Decrement Tables
(and the weighted average lives of the Offered Certificates). In addition, to
the extent that the Mortgage Loans that actually are included in a Loan Group
have characteristics that differ from those assumed in preparing the Decrement
Tables, the class balance or notional amount of a class of Offered Certificates
could be reduced to zero earlier or later than indicated by the Decrement
Tables.

          Furthermore, the information contained in the Decrement Tables with
respect to the weighted average life of any class of Offered Certificates is not
necessarily indicative of the weighted average life of that class of Offered
Certificates which might be calculated or projected under different or varying
prepayment assumptions.

          It is not likely that (i) all of the Mortgage Loans in a Loan Group
will have the interest rates or remaining terms to maturity assumed or (ii) the
Mortgage Loans in a Loan Group will prepay at the indicated percentage of CPR
until maturity. In addition, the diverse remaining terms to maturity of the
Mortgage Loans in a Loan Group could produce slower or faster reductions of the
class balances or notional amounts than indicated in the Decrement Tables at the
various percentages of CPR specified.

          Based upon the Modeling Assumptions, the Decrement Tables in Appendix
B to this prospectus supplement indicate the projected weighted average life of
each class of the Offered Certificates and set forth the percentages of the
initial class balance or notional amount of each class that would be outstanding
after each of the dates shown at various constant percentages of CPR.

YIELD ON THE CLASS 5-A-X CERTIFICATES

          The Class 5-A-X Certificates are Interest Only Certificates and, as
such, will not be entitled to receive distributions of principal in respect of
the Mortgage Loans.

          The significance of the effects of prepayments on the Group 5 Mortgage
Loans on the Class 5-A-X Certificates is illustrated in the following table,
which shows the pre-tax yield (on a corporate bond equivalent basis) to the
holders of Class 5-A-X Certificates under different constant percentages of CPR.
The yields set forth were calculated using the Modeling Assumptions and the
additional assumption that the Class 5-A-X Certificates are purchased on the
Closing Date at an assumed purchase price equal to 2.3125% of their initial
notional amount plus accrued interest from April 1, 2006 to (but not including)
the Closing Date.

          As indicated in the following table, the yield to maturity on the
Class 5-A-X Certificates will be extremely sensitive to the rate and timing of
principal payments (including prepayments) on the Group 5 Mortgage Loans. An
investor in the Class 5-A-X Certificates should fully consider the associated
risks, including the risk that a rapid rate of principal payments (including
prepayments) could result in the failure of such investor to fully recover its
initial investment. The Class 5-A-X Certificates will not receive any interest
payments on and after the Distribution Date in March 2016.

          It is not likely that the Mortgage Loans related to the Class 5-A-X
Certificates will prepay at a constant rate until maturity, that all of such
Mortgage Loans will prepay at the same rate or that they will have the
characteristics assumed. There can be no assurance that such Mortgage Loans will
prepay at any of the rates shown in the table or at any other particular rate.
The timing of changes in the rate of prepayments may affect significantly the
yield realized by a holder of a Class 5-A-X Certificate and your pre-tax yield
on the Class 5-A-X Certificates will likely not correspond to any of the pre-tax
yields shown in this prospectus supplement. You must make your own decision as
to the appropriate prepayment assumptions to be used in deciding whether to
purchase a Class 5-A-X Certificate.


                                     S-117



           SENSITIVITY OF THE CLASS 5-A-X CERTIFICATES TO PREPAYMENTS
                          (PRE-TAX YIELDS TO MATURITY)



                                                    PERCENTAGE OF CPR
                                -------------------------------------------------------
                                 0%      10%     20%    25%%     30%      40%      50%
                                -----   -----   ----   -----   ------   ------   ------

Class 5-A-X Certificates.....   24.83%  13.02%  0.77%  (5.64)% (12.31)% (26.44)% (41.86)%


          The yields set forth in the preceding table were calculated by (i)
determining the monthly discount rates that, when applied to the assumed streams
of cash flows to be paid on the Class 5-A-X Certificates, would cause the
discounted present value of such assumed streams of cash flows to equal the
assumed purchase price of the Class 5-A-X Certificates indicated above plus
accrued interest from April 1, 2006 to (but not including) the Closing Date and
(ii) converting such monthly rates to corporate bond equivalent rates. This
calculation does not take into account variations that may occur in the interest
rates at which you may be able to reinvest funds received as payments of
interest of the Class 5-A-X Certificates and consequently does not purport to
reflect the return on any investment in the Class 5-A-X Certificates when such
reinvestment rates are considered.

YIELD ON THE CLASS 2-A-R CERTIFICATE

          The after-tax rate of return to the holder of the Class 2-A-R
Certificate will reflect its pre-tax rate of return, reduced by the taxes
required to be paid with respect to such Certificate. If you hold the Class
2-A-R Certificate, you may have tax liabilities during the early years of each
REMIC's term that substantially exceed any distributions payable thereon during
any such period. In addition, the present value of the tax liabilities with
respect to your Class 2-A-R Certificate may substantially exceed the present
value of expected distributions on your Class 2-A-R Certificate and of any tax
benefits that may arise with respect to it. Accordingly, the after-tax rate of
return on the Class 2-A-R Certificate may be negative or may be otherwise
significantly adversely affected. The timing and amount of taxable income
attributable to the Class 2-A-R Certificate will depend on, among other things,
the timing and amounts of prepayments and losses experienced with respect to the
Mortgage Loans.

          If you own the Class 2-A-R Certificate, you should consult your tax
advisors regarding the effect of taxes and the receipt of any payments made in
connection with the purchase of the Class 2-A-R Certificate on your after-tax
rate of return. See "Federal Income Tax Consequences" in this prospectus
supplement and in the prospectus.

YIELD ON THE CLASS 1-M CERTIFICATES

          The weighted average life of, and the yield to maturity on, the Class
1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-M-6
Certificates, in that order, will be progressively more sensitive to the rate
and timing of mortgagor defaults and the severity of ensuing losses on the Group
1 Mortgage Loans. If the actual rate and severity of losses on the Group 1
Mortgage Loans is higher than those you assumed, the actual yield to maturity of
your Class 1-M Certificate may be lower than the yield you expected. The timing
of losses on Group 1 Mortgage Loans will also affect your actual yield to
maturity, even if the rate of defaults and severity of losses over the life of
the Issuing Entity are consistent with your expectations. In general, the
earlier a loss occurs, the greater the effect on an investor's yield to
maturity. Realized Losses on the Group 1 Mortgage Loans will be allocated to
reduce the class balance of the applicable class of Class 1-M Certificates (as
described in this prospectus supplement under "Description of the
Certificates--Allocation of Losses to the Group 1 Certificates"), without the
receipt of cash equal to the reduction. In addition, shortfalls in cash
available for distributions on the Class 1-M Certificates will result in a
reduction in the class balance of the Class 1-M-6, Class 1-M-5, Class 1-M-4,
Class 1-M-3, Class 1-M-2 or Class 1-M-1 Certificates then outstanding in that
order if and to the extent there are Applied Realized Loss Amounts to be
allocated on a Distribution Date. As a result of such reductions, less interest
will accrue on that class of Class 1-M Certificates than otherwise would be the
case. See "Description of the Certificates--Allocation of Losses to the Group 1
Certificates" in this prospectus supplement.

YIELD ON THE SHIFTING INTEREST CLASS B CERTIFICATES

          The weighted average life of, and the yield to maturity on, the
Shifting Interest Class B Certificates, in increasing order of their numerical
class designation, will be progressively more sensitive to the rate and timing
of


                                     S-118



mortgagor defaults and the severity of ensuing losses on the Mortgage Loans in
the related Loan Group or Loan Groups. If the actual rate and severity of losses
on the Mortgage Loans in the related Loan Group or Loans Groups is higher than
those you assumed, the actual yield to maturity of your Subordinate Certificate
may be lower than the yield you expected. The timing of losses on Mortgage Loans
in the related Loan Group or Loans Groups will also affect your actual yield to
maturity, even if the rate of defaults and severity of losses over the life of
the Trust are consistent with your expectations. In general, the earlier a loss
occurs, the greater the effect on an investor's yield to maturity. The Realized
Losses on the Mortgage Loans in a Loan Group will be allocated to reduce the
class balance of the applicable class of Subordinate Certificates (as described
in this prospectus supplement under "Description of the Certificates--Allocation
of Losses to the Shifting Interest Certificates"), without the receipt of cash
equal to the reduction. In addition, shortfalls in cash available for
distributions on the Shifting Interest Class B Certificates will result in a
reduction in the class balance of the class of such Shifting Interest Class B
Certificates then outstanding with the highest numerical class designation if
and to the extent that the aggregate class balance of related Certificates,
following all distributions and the allocation of Realized Losses on a
Distribution Date, exceeds the sum of the related Adjusted Pool Amount. As a
result of such reductions, less interest will accrue on that class of Shifting
Interest Class B Certificates than otherwise would be the case. The yield to
maturity of the Shifting Interest Class B Certificates will also be affected by
the disproportionate allocation of principal prepayments to the related Senior
Certificates entitled to receive payments of principal, Net Interest Shortfalls,
other cash shortfalls in the Pool Distribution Amounts and distribution of funds
to the Senior Certificates of a Group in Aggregate Group X or Aggregate Group 6
as a result of cross-collateralization otherwise available for distribution on
the Shifting Interest Class B Certificates of the related Aggregate Group. See
"Description of the Certificates--Distributions on the Shifting Interest
Certificates--Cross-Collateralization" and "--Allocation of Losses to the
Shifting Interest Certificates" in this prospectus supplement.

          If on any Distribution Date, the Fractional Interest for any class of
Aggregate Group X Subordinate Certificates, Class 5-B Certificates or Aggregate
Group 6 Subordinate Certificates is less than its original Fractional Interest,
all Unscheduled Principal Payments available for distribution on the Aggregate
Group X Subordinate Certificates, Class 5-B Certificates or Aggregate Group 6
Subordinate Certificates, as the case may be, will be allocated solely to that
class and all other classes of Aggregate Group X Subordinate Certificates, Class
5-B Certificates or Aggregate Group 6 Subordinate Certificates, as the case may
be, with lower numerical class designations, thereby accelerating the
amortization thereof relative to that of the related classes with higher
numerical designations than that class and reducing the weighted average lives
of the classes of Subordinate Certificates receiving such distributions.
Accelerating the amortization of the classes of Aggregate Group X Subordinate
Certificates, Class 5-B Certificates or Aggregate Group 6 Subordinate
Certificates with lower numerical class designations relative to the other
classes of Aggregate Group X Subordinate Certificates, Class 5-B Certificates or
Aggregate Group 6 Subordinate Certificates, as the case may be, is intended to
preserve the availability of the subordination provided by those other classes.

YIELD CONSIDERATIONS ON THE CLASS 1-M-2, CLASS 1-M-3, CLASS 1-M-4, CLASS 1-M-5,
CLASS 1-M-6, CLASS X-B-2, CLASS X-B-3, CLASS 5-B-2, CLASS 5-B-3, CLASS 6-B-3,
CLASS 6-B-4, CLASS 6-B-5, CLASS 6-B-6, CLASS 6-B-7 AND CLASS 6-B-8 CERTIFICATES

          Defaults on mortgage loans may be measured relative to a default
standard or model. The model used in this prospectus supplement for the Offered
Group 1 Certificates, the constant default rate ("CDR"), represents an assumed
rate of default each month, expressed as an annual rate, relative to the
outstanding performing principal balance of a pool of new mortgage loans. A
default assumption of 6% CDR assumes a annual constant default rate of 6% per
annum of the outstanding principal balance of such mortgage loans. The model
used in this prospectus supplement, the standard default assumption ("SDA"),
represents an assumed rate of default each month relative to the outstanding
performing principal balance of a pool of new mortgage loans. A default
assumption of 100% SDA assumes constant default rates of 0.02% per annum of the
outstanding principal balance of such mortgage loans in the first month of the
life of the mortgage loans and an additional 0.02% per annum in each month
thereafter until the 30th month. Beginning in the 30th month and in each month
thereafter through the 60th month of the life of the mortgage loans, 100% SDA
assumes a constant default rate of 0.60% per annum each month. Beginning in the
61st month and in each month thereafter through the 120th month of the life of
the mortgage loans, 100% SDA assumes that the constant default rate declines
each month by 0.0095% per annum, and that the constant default rate remains at
0.03% per annum in each month after the 120th month. For the tables in Appendix
D, it is assumed that there is no delay between the default and liquidation of
the mortgage loans. As used in the tables in Appendix D, "0%


                                     S-119



CDR" and "0% SDA" assumes no defaults. Neither CDR nor SDA is a historical
description of default experience or a prediction of the rate of default of any
pool of mortgage loans.

          The tables in Appendix D indicate the sensitivity of the pre-tax yield
to maturity on the Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class
1-M-6, Class X-B-2, Class X-B-3, Class 5-B-2, Class 5-B-3, Class 6-B-3, Class
6-B-4, Class 6-B-5, Class 6-B-6, Class 6-B-7 and Class 6-B-8 Certificates to
various rates of prepayment and varying levels of Realized Losses on the related
Mortgage Loans. The tables in Appendix D are based upon, among other things, the
Modeling Assumptions (other than the assumption that no defaults shall have
occurred with respect to such Mortgage Loans) and the additional assumption that
liquidations (other than those scenarios indicated as 0% of CDR or SDA (no
defaults)) occur monthly on the last day of the preceding month (other than on a
due date) at the percentages of CPR or SDA set forth in the table.

          In addition, it was assumed that (i) Realized Losses on liquidations
of 25% or 50% of the outstanding principal balance of the applicable Liquidated
Mortgage Loans, as indicated in the tables in Appendix D (referred to as a "LOSS
SEVERITY PERCENTAGE"), will occur at the time of liquidation and (ii) the Class
1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class X-B-2, Class
X-B-3, Class 5-B-2, Class 5-B-3, Class 6-B-3, Class 6-B-4, Class 6-B-5, Class
6-B-6, Class 6-B-7 and Class 6-B-8 Certificates are purchased on the Closing
Date at assumed purchase prices equal to 100.0000%, 100.0000%, 100.0000%,
99.7500%, 96.5000%, 96.8750%, 94.8750%, 96.2500%, 93.2500%, 96.2500%, 96.2500%,
96.2500%, 90.3750%, 90.3750% and 70.0000%, respectively, of their class balances
plus (other than with respect to the Class 1-M-2, Class 1-M-3, Class 1-M-4,
Class 1-M-5 and Class 1-M-6 Certificates) accrued interest from April 1, 2006 to
(but not including) the Closing Date.

          It is highly unlikely that the Mortgage Loans will have the precise
characteristics referred to in this prospectus supplement or that they will
prepay or liquidate at any of the rates specified or that the Realized Losses on
the Mortgage Loans will be incurred according to one particular pattern. The
assumed percentages of CPR and SDA or CDR and the Loss Severity Percentages
shown below are for illustrative purposes only. Those assumptions may not be
correct and the actual rates of prepayment and liquidation and loss severity
experience of the Mortgage Loans of a Loan Group may not correspond to any of
the assumptions made in this prospectus supplement. For these reasons, and
because the timing of cash flows is critical to determining yield, the pre-tax
yields to maturity on the Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5,
Class 1-M-6, Class X-B-2, Class X-B-3, Class 5-B-2, Class 5-B-3, Class 6-B-3,
Class 6-B-4, Class 6-B-5, Class 6-B-6, Class 6-B-7 and Class 6-B-8 Certificates
are likely to differ from the pre-tax yields to maturity shown in Appendix D.

          The pre-tax yields to maturity set forth in Appendix D were calculated
by determining the monthly discount rates which, when applied to the assumed
streams of cash flows to be paid on the Class 1-M-2, Class 1-M-3, Class 1-M-4,
Class 1-M-5, Class 1-M-6, Class X-B-2, Class X-B-3, Class 5-B-2, Class 5-B-3,
Class 6-B-3, Class 6-B-4, Class 6-B-5, Class 6-B-6, Class 6-B-7 and Class 6-B-8
Certificates, would cause the discounted present value of those assumed streams
of cash flows to equal the aggregate assumed purchase prices of Class 1-M-2,
Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class X-B-2, Class X-B-3,
Class 5-B-2, Class 5-B-3, Class 6-B-3, Class 6-B-4, Class 6-B-5, Class 6-B-6,
Class 6-B-7 and Class 6-B-8 Certificates set forth above plus, in each case
(other than with respect to the Class 1-M-2, Class 1-M-3, Class 1-M-4, Class
1-M-5 and Class 1-M-6 Certificates), accrued interest from April 1, 2006 to (but
not including) the Closing Date. In all cases, monthly rates were then converted
to the corporate bond equivalent rates shown in the tables in Appendix D.
Implicit in the use of any discounted present value or internal rate of return
calculations such as these is the assumption that intermediate cash flows are
reinvested at the discount rates at which investors may be able to reinvest
funds received by them as distributions on the Class 1-M-2, Class 1-M-3, Class
1-M-4, Class 1-M-5, Class 1-M-6, Class X-B-2, Class X-B-3, Class 5-B-2, Class
5-B-3, Class 6-B-3, Class 6-B-4, Class 6-B-5, Class 6-B-6, Class 6-B-7 and Class
6-B-8 Certificates. Consequently, these yields do not purport to reflect the
total return on any investment in the Class 1-M-2, Class 1-M-3, Class 1-M-4,
Class 1-M-5, Class 1-M-6, Class X-B-2, Class X-B-3, Class 5-B-2, Class 5-B-3,
Class 6-B-3, Class 6-B-4, Class 6-B-5, Class 6-B-6, Class 6-B-7 and Class 6-B-8
Certificates when reinvestment rates are considered.

         You should make your investment decisions based on your determinations
of anticipated rates of prepayment and Realized Losses under a variety of
scenarios. If you are Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class
1-M-6, Class X-B-2, Class X-B-3, Class 5-B-2, Class 5-B-3, Class 6-B-3, Class
6-B-4, Class


                                     S-120



6-B-5, Class 6-B-6, Class 6-B-7 and Class 6-B-8 Certificates you should fully
consider the risk that Realized Losses could result in the failure to fully
recover your investment.

                                 CREDIT SUPPORT

          The rights of holders of each class of Class 1-M Certificates to
receive distributions of principal and interest are subordinated to such rights
of holders of the Senior Certificates of Group 1 and holders of each class of
Class 1-M Certificates with a lower number. For example, the holders of the
Class 1-M-2 Certificates will not receive principal or interest on a
Distribution Date until the holders of the Senior Certificates of Group 1 and
the Class 1-M-1 Certificates have received the amounts to which they are
entitled on that Distribution Date.

          The rights of holders of each class of Aggregate Group X Subordinate
Certificates to receive distributions of principal and interest are subordinated
to such rights of holders of the Senior Certificates of Group 2, Group 3 and
Group 4 and holders of each class of Aggregate Group X Subordinate Certificates
with a lower number. For example, the holders of the Class X-B-2 Certificates
will not receive principal or interest on a Distribution Date until the holders
of the Senior Certificates of Group 2, Group 3 and Group 4 and the Class X-B-1
Certificates have received the amounts to which they are entitled on that
Distribution Date.

          The rights of holders of each class of Class 5-B Certificates to
receive distributions of principal and interest are subordinated to such rights
of holders of the Senior Certificates of Group 5 and holders of each class of
Class 5-B Certificates with a lower number. For example, the holders of the
Class 5-B-2 Certificates will not receive principal or interest on a
Distribution Date until the holders of the Senior Certificates of Group 5 and
the Class 5-B-1 Certificates have received the amounts to which they are
entitled on that Distribution Date.

          The rights of holders of each class of Aggregate Group 6 Subordinate
Certificates to receive distributions of principal and interest are subordinated
to such rights of holders of the Senior Certificates of Group 6A and Group 6B
and holders of each class of Aggregate Group 6 Subordinate Certificates with a
lower number. For example, the holders of the Class 6-B-2 Certificates will not
receive principal or interest on a Distribution Date until the holders of the
Senior Certificates of Group 6A and Group 6B and the Class 6-B-1 Certificates
have received the amounts to which they are entitled on that Distribution Date.

          The subordination described above is intended to increase the
likelihood of receipt by holders of the Senior Certificates and the holders of
the Subordinate Certificates with lower numbers of the amount to which they are
entitled on any Distribution Date and to provide those holders with protection
against Realized Losses.

          The Senior Certificates of a Group (other than the Group 1 Senior
Certificates and the Class 5-A-X Certificates) will receive the Senior
Prepayment Percentage of principal prepayments received with respect to the
Mortgage Loans in the related Loan Group until the seventh anniversary of the
first Distribution Date. During the following four years, those Senior
Certificates will receive a large, but generally decreasing, share of such
principal prepayments. This disproportionate allocation of prepayments will
result in an acceleration of the amortization of those Senior Certificates and
will enhance the likelihood that holders of those Certificates will receive the
entire amount of principal to which they are entitled. See "Description of
Certificates--Principal" in this prospectus supplement.

                                 USE OF PROCEEDS

          The Depositor will apply the net proceeds of the sale of the Offered
Certificates against the purchase of the Mortgage Loans from the Sponsor.

                         FEDERAL INCOME TAX CONSEQUENCES

          Elections will be made to treat certain segregated portions of the
Issuing Entity (exclusive of the Interest Rate Swap Agreement, the Supplemental
Interest Trust, the Cap Carryover Reserve Account and other assets specified in
the Pooling and Servicing Agreement) as multiple separate "real estate mortgage
investment conduits"


                                      S-121



(consisting of multiple "UPPER-TIER REMICS," and multiple "LOWER-TIER REMICS"
and each, a "REMIC") for federal income tax purposes under the Code.

     o    Each class of Offered Group 1 Certificates will constitute (i)
          "regular interests" in a REMIC and will be treated as debt instruments
          issued by an Upper-Tier REMIC and (ii) the right to receive Cap
          Carryover Amounts and the right to receive payments from and the
          obligation to make payments to the Supplemental Interest Trust. The
          right to receive payments in respect of Cap Carryover Amounts and the
          right to receive payments from and the obligation to make payments to
          the Supplemental Interest Trust will be treated as notional principal
          contracts for federal income tax purposes. The regular interest
          portion of the Offered Group 1 Certificates are "REGULAR INTERESTS"
          for purposes of the following discussion.

     o    Each class of Offered Certificates (other than the Group 1
          Certificates and the Class 2-A-R Certificates) will be designated as
          "regular interests" in an Upper-Tier REMIC. All the Offered
          Certificates (other than the Group 1 Certificates and the Class 2-A-R
          Certificates) are "REGULAR CERTIFICATES" for purposes of the following
          discussion.

     o    The Class 2-A-R Certificate will be designated as the sole class of
          "residual interests" in each REMIC.

          Upon the issuance of the Offered Certificates, Hunton & Williams LLP
will deliver its opinion to the effect that, assuming compliance with the
Pooling and Servicing Agreement, for federal income tax purposes, each REMIC
elected by the Issuing Entity will qualify as a REMIC within the meaning of
Section 860D of the Code.

          See "Federal Income Tax Consequences--Federal Income Tax Consequences
for REMIC Certificates" in the prospectus.

REGULAR CERTIFICATES AND REGULAR INTERESTS

          The Regular Certificates generally will be treated as debt instruments
issued by an Upper-Tier REMIC for federal income tax purposes. The Regular
Interest component generally will be treated as debt instruments issued by an
Upper-Tier REMIC for federal income tax purposes. Income on the Regular
Certificates and the Regular Interest component must be reported under an
accrual method of accounting.

          The Interest Only Certificates will, and the other classes of Offered
Certificates may, depending on their respective issue prices, be treated for
federal income tax purposes as having been issued with original issue discount.
See "Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Original Issue Discount" in the
prospectus. Certain classes of the Regular Certificates and the Regular Interest
component may be treated for federal income tax purposes as having been issued
at a premium. Whether any holder of such a class of Certificates will be treated
as holding a Certificate with amortizable bond premium will depend on such
certificateholder's purchase price and the distributions remaining to be made on
such Certificate at the time of its acquisition by such certificateholder.
Holders of such classes of Certificates should consult their own tax advisors
regarding the possibility of making an election to amortize such premium. See
"Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Premium" in the prospectus. For
purposes of determining the amount and the rate of accrual of original issue
discount and market discount, the Depositor intends to assume that there will be
prepayments on the Mortgage Loans at a rate equal to 25% CPR. No representation
is made as to the actual rate at which the Mortgage Loans will be prepaid.

          The Offered Group 1 Certificates will represent beneficial ownership
of two components: (i) a REMIC regular interest and (ii) the right to receive
payments from the Cap Carryover Reserve Account and the right to receive
payments from the Supplemental Interest Trust in respect of the Cap Carryover
Amount and the obligation to make payments to the Supplemental Interest Trust
(the "NOTIONAL PRINCIPAL CONTRACT ARRANGEMENT"). Holders of the Offered Group 1
Certificates must allocate their basis between their Regular Interest component
and their Notional Principal Contract Arrangement component as set forth below
under "-- Taxation of Notional Principal


                                      S-122



Contract Arrangements." The Cap Carryover Reserve Account, the Interest Rate
Swap Agreement, the Swap Account and the Supplemental Interest Trust are not
assets of any REMIC created in this transaction. The Regular Interest component
will be entitled to receive interest and principal payments at the times and in
the amounts equal to those made on the Offered Group 1 Certificate to which it
corresponds, except that any Swap Termination Payment will be treated as being
payable solely from the Monthly Excess Cashflow Amount otherwise distributable
to the Class 1-CE Certificates. As a result of the foregoing, the amount of
distributions on the Regular Interest may exceed the actual amount of
distributions on the Offered Group 1 Certificate.

          The Regular Certificates and the Regular Interest component (but not
the Notional Principal Contract Arrangement components) will be treated as
regular interests in a REMIC under Section 860G of the Code. Accordingly, to the
extent described in the prospectus:

     o    the Regular Certificates and the Regular Interest components will be
          treated as assets described in Section 7701(a)(19)(C) of the Code;

     o    the Regular Certificates and the Regular Interest components will be
          treated as "real estate assets" within the meaning of Section
          856(c)(4)(A) of the Code;

     o    interest on the Regular Certificates and the Regular Interest
          components will be treated as interest on obligations secured by
          mortgages on real property within the meaning of Section 856(c)(3)(B)
          of the Code; and

     o    the Regular Certificates and the Regular Interest components will be
          treated as "qualified mortgages" within the meaning of Section
          860G(a)(3) of the Code.

          However, no portion of an Offered Group 1 Certificateholder's basis or
income allocable to a Notional Principal Contract Arrangement will qualify for
such treatment. As a result, the Offered Group 1 Certificates generally are not
suitable investments for inclusion in another REMIC.

TAXATION OF THE NOTIONAL PRINCIPAL CONTRACT ARRANGEMENTS

          General

          Each holder of an Offered Group 1 Certificate will be treated for
federal income tax purposes as having entered into a notional principal contract
pursuant to its rights to receive payment with respect to Cap Carryover Amounts
from the Cap Carryover Reserve Account and the Supplemental Interest Trust and
the obligation to make payments to the Supplemental Interest Trust on the date
it purchases its Certificates.

          In general, the holders of the Offered Group 1 Certificates must
allocate the price they pay for the Offered Group 1 Certificates between the
Regular Interest component and the Notional Principal Contract Arrangement
component based on their relative fair market values. To the extent rights to
receive payments are determined to have a value on the Closing Date that is
greater than zero, a portion of such purchase price will be allocable to such
rights, and such portion will be treated as a cap premium (the "CAP PREMIUM")
paid or received by the holders of Offered Group 1 Certificates, as applicable.
A holder of an Offered Group 1 Certificate will be required to amortize the Cap
Premium under a level payment method as if the Cap Premium represented the
present value of a series of equal payments made over the life of the applicable
Notional Principal Contract Arrangement (adjusted to take into account decreases
in notional principal amount), discounted at a rate equal to the rate used to
determine the amount of the Cap Premium (or some other reasonable rate).
Prospective purchasers of Offered Group 1 Certificates are encouraged to consult
their own tax advisors regarding the appropriate method of amortizing any Cap
Premium. The Notional Principal Contract Regulations treat a nonperiodic payment
made under a notional principal contract as a loan for federal income tax
purposes if the payment is "significant." It is not known whether any Cap
Premium would be treated in part as a loan under the regulations governing
notional principal contracts (the "NOTIONAL PRINCIPAL CONTRACT REGULATIONS").


                                      S-123



          Under the Notional Principal Contract Regulations (i) all taxpayers
must recognize periodic payments with respect to a notional principal contract
under the accrual method of accounting, and (ii) any periodic payments received
under the applicable Notional Principal Contract Arrangement must be netted
against payments, if any, deemed made as a result of the Cap Premiums over the
recipient's taxable year, rather than accounted for on a gross basis. Net income
or deduction with respect to net payments under a notional principal contract
for a taxable year should constitute ordinary income or ordinary deduction. The
IRS could contend the amount is capital gain or loss, but such treatment is
unlikely, at least in the absence of further regulations. Any regulations
requiring capital gain or loss treatment presumably would apply only
prospectively. Individuals may be limited in their ability to deduct any such
net deduction and are encouraged to consult their tax advisors prior to
investing in the Offered Group 1 Certificates.

          Any payments made to a beneficial owner of an Offered Group 1
Certificate in excess of the amounts payable on the corresponding Regular
Interest will be treated as having been received as a payment on a notional
principal contract. To the extent the sum of such periodic payments for any year
exceeds that year's amortized cost of any Cap Carryover Amounts, such excess
represents net income for that year. Conversely, to the extent that the amount
of that year's amortized cost exceeds the sum of the periodic payments, such
excess shall represent a net deduction for that year. In addition, any amounts
payable on such Regular Interest in excess of the amount of payments on the
Offered Group 1 Certificate to which it relates will be treated as having been
received by the beneficial owners of such Certificates and then paid by such
owners to the Supplemental Interest Trust pursuant to the Interest Rate Swap
Agreement, and such excess should be treated as a periodic payment on a notional
principal contract that is made by the beneficial owner during the applicable
taxable year and that is taken into account in determining the beneficial
owner's net income or net deduction with respect to any Cap Carryover Amounts
for such taxable year. Although not clear, net income or a net deduction with
respect to the Cap Carryover Amount should be treated as ordinary income or as
an ordinary deduction. Holders of the Offered Group 1 Certificates are advised
to consult their own tax advisors regarding the tax characterization and timing
issues relating to payments and obligations under the Notional Principal
Contract Arrangement.

          A beneficial owner's ability to recognize a net deduction with respect
to the Notional Principal Contract Arrangement 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 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 the Notional
Principal Contract Arrangement component in computing the beneficial owner's
alternative minimum tax liability.

          It is possible that the right to receive payments in respect of the
Notional Principal Contract Arrangement could be treated as a partnership among
the holders of all of the Group 1 Certificates, in which case holders of such
Certificates potentially would be subject to different timing of income and
foreign holders of such Certificates could be subject to withholding in respect
of any related Cap Carryover Amount. Holders of the Offered Group 1 Certificates
are advised to consult their own tax advisors regarding the allocation of issue
price, timing, character and source of income and deductions resulting from the
ownership of their Certificates.

          Any amount of proceeds from the sale, redemption or retirement of an
Offered Group 1 Certificate that is considered to be allocated to rights under a
Notional Principal Contract Arrangement would be considered a "termination
payment" under the Notional Principal Contract Regulations. It is anticipated
that the Supplemental Interest Trust Trustee will account for any termination
payments for reporting purposes in accordance with the Notional Principal
Contract Regulations, as described below.

          Termination Payments

          Any amount of sales proceeds that is considered to be allocated to the
selling beneficial owner's rights under the applicable Notional Principal
Contract Arrangement in connection with the sale or exchange of an Offered Group
1 Certificate would be considered a "termination payment" under the Notional
Principal Contract Regulations allocable to that Offered Group 1 Certificate. A
holder of an Offered Certificate will have gain or loss from such a termination
of a Notional Principal Contract Arrangement equal to (i) any termination
payment it received or is


                                      S-124



deemed to have received minus (ii) the unamortized portion of any Cap Premium
paid (or deemed paid) by the beneficial owner upon entering into or acquiring
its interest in a Notional Principal Contract Arrangement.

          Gain or loss realized upon the termination of a Notional Principal
Contract Arrangement will generally be treated as capital gain or loss.
Moreover, in the case of a bank or thrift institution, Code Section 582(c) would
likely not apply to treat such gain or loss as ordinary.

          See "Federal Income Tax Consequences--Federal Income Tax Consequences
for REMIC Certificates--Status of REMIC Certificates" in the prospectus.

RESIDUAL CERTIFICATE

          If you hold the Class 2-A-R Certificate, you must include the taxable
income of each REMIC, in determining your federal taxable income. Your resulting
tax liability may exceed cash distributions to you during certain periods. In
addition, all or a portion of the taxable income you recognize from the Class
2-A-R Certificate may be treated as "excess inclusion" income, which, among
other consequences, will result in your inability to use net operating losses to
offset such income from each REMIC. The Holder of the Class 2-A-R Certificate
generally must account separately for its interest in each REMIC and may not
offset income from one REMIC with losses from another REMIC.

          You should consider carefully the tax consequences of any investment
in the Class 2-A-R Certificate discussed in the prospectus and should consult
your tax advisors with respect to those consequences. See "Federal Income Tax
Consequences" in the prospectus. Specifically, you should consult your tax
advisors regarding whether, at the time of acquisition, the Class 2-A-R
Certificate will be treated as a "noneconomic" residual interest and "tax
avoidance potential" residual interest. See "Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Residual Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Noneconomic Residual Interests," "--Foreign Investors" and "--Mark
to Market Regulations" in the prospectus. Additionally, for information
regarding Prohibited Transactions, see "Federal Income Tax Consequences--Federal
Income Tax Consequences for REMIC Certificates--Taxes That May Be Imposed on the
REMIC Pool--Prohibited Transactions" in the prospectus.

BACKUP WITHHOLDING AND REPORTING REQUIREMENTS

          Certain holders or other beneficial owners of Offered Certificates may
be subject to backup withholding with respect to interest paid on the Offered
Certificates if those holders or beneficial owners, upon issuance, fail to
supply the Securities Administrator or their broker with their taxpayer
identification number, furnish an incorrect taxpayer identification number, fail
to report interest, dividends or other "reportable payments" (as defined in the
Code) properly, or, under certain circumstances, fail to provide the Securities
Administrator or their broker with a certified statement, under penalty of
perjury, that they are not subject to backup withholding. See "Federal Income
Tax Consequences--Federal Income Tax Consequences for REMIC Certificates--Backup
Withholding" in the prospectus.

          The Securities Administrator, on behalf of the Trustee, will be
required to report annually to the IRS and to each certificateholder of record,
the amount of interest paid (and original issue discount accrued, if any) on the
Certificates and the amount of interest withheld for federal income taxes, if
any, for each calendar year, except as to exempt holders (generally, holders
that are corporations, certain tax-exempt organizations or nonresident aliens
who provide certification as to their status as nonresidents). As long as the
only certificateholder of record of the Offered Certificates (other than the
Class 2-A-R Certificate) is Cede & Co., as nominee for DTC, beneficial owners of
the Offered Certificates and the IRS will receive tax and other information
including the amount of interest paid on such Certificates from DTC Participants
rather than from the Securities Administrator. (The Securities Administrator,
however, will respond to requests for necessary information to enable
Participants and certain other persons to complete their reports.) See "Federal
Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Reporting Requirements" in the prospectus.


                                      S-125



          All investors should consult their tax advisors regarding the federal,
state, local or foreign income tax consequences of the purchase, ownership and
disposition of the Offered Certificates.

                                   STATE TAXES

          The Depositor makes no representations regarding the tax consequences
of 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 tax advisors regarding such tax consequences.

                              ERISA CONSIDERATIONS

          A fiduciary or other person acting on behalf of any employee benefit
plan or arrangement, including an individual retirement account (an "IRA"),
subject to ERISA, the Code or any federal, state or local law ("SIMILAR LAW")
which is similar to ERISA or the Code (collectively, a "BENEFIT PLAN") should
carefully review with its legal advisors whether the purchase or holding of an
Offered Certificate could give rise to a transaction prohibited or not otherwise
permissible under ERISA, the Code or Similar Law. See "Benefit Plan
Considerations" in the prospectus.

          The U.S. Department of Labor has extended to Banc of America
Securities LLC ("BANC OF AMERICA SECURITIES") an administrative exemption (the
"EXEMPTION") from certain of the prohibited transaction rules of ERISA and the
related excise tax provisions of Section 4975 of the Code for the initial
purchase, the holding and the subsequent resale by certain Benefit Plans of
certificates in pass-through trusts that consist of certain receivables, loans
and other obligations that meet the conditions and requirements of the
Exemption. The Exemption applies to mortgage loans such as the Mortgage Loans,
but does not cover certain IRAs and certain employee benefit plans covering only
self-employed individuals which are subject to the prohibited transaction
provisions of the Code.

          For a general description of the Exemption and the conditions that
must be satisfied for the Exemption to apply, see "Benefit Plan Considerations"
in the prospectus.

          The Exemption may cover the acquisition and holding of the Offered
Certificates (other than the Class 2-A-R Certificate and exclusive of the right
of the Offered Group 1 Certificates to receive payments from the Supplemental
Interest Trust) by the Benefit Plans to which it applies provided that all
conditions of the Exemption other than those within the control of the investors
will be met. In addition, as of the date hereof, there is no single mortgagor
that is the obligor on 5% of the initial balance of the Mortgage Pool.

          For so long as the holder of a Offered Group 1 Certificate also holds
an interest in the Supplemental Interest Trust, the holder will be deemed to
have acquired and be holding the Offered Group 1 Certificate without the right
to receive payments from the Supplemental Interest Trust and, separately, the
right to receive payments from the Supplemental Interest Trust. The Exemption is
not applicable to the acquisition, holding and transfer of an interest in the
Supplemental Interest Trust. In addition, while the Supplemental Interest Trust
is in existence, it is possible that not all of the requirements for the
Exemption to apply to the acquisition, holding and transfer of Offered Group 1
Certificates will be satisfied. However, if the Exemption is not available,
there may be other exemptions that apply. Accordingly, no Benefit Plan or other
person acting on behalf of or using assets of a Benefit Plan may acquire or hold
an Offered Group 1 Certificate while the Supplemental Interest Trust is in
existence, unless (1) such Benefit Plan is an accredited investor within the
meaning of the Exemption and (2) 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"). For so long as the
Supplemental Interest Trust is in existence, each beneficial owner of an Offered
Group 1 Certificate or any interest therein, shall be deemed to have
represented, by virtue of its acquisition or holding of the Offered Group 1
Certificate, or interest therein, that either (i) it is not a Benefit Plan or
other person acting on behalf of or using the assets of a Benefit Plan or (ii)
(A) it is an accredited investor within the meaning of the Exemption and (B) the
acquisition and holding of such Certificate and the separate right to receive
payments from the Supplemental Interest Trust are eligible for the exemptive
relief available under one of the five prohibited transaction class exemptions
enumerated above.


                                      S-126



          Benefit Plan investors are encouraged to consult with their legal
advisors concerning the impact of ERISA, the Code and Similar Law, the
applicability of the Exemption, and the potential consequences in their specific
circumstances, prior to making an investment in the Offered Certificates.
Moreover, each Benefit Plan fiduciary should determine whether under the
governing plan instruments and the applicable fiduciary standards of investment
prudence and diversification, an investment in the Offered Certificates is
appropriate for the Benefit Plan, taking into account the overall investment
policy of the Benefit Plan and the composition of the Benefit Plan's investment
portfolio.

          The Class 2-A-R Certificate may not be purchased by or transferred to
a Benefit Plan or a person acting on behalf of or investing assets of a Benefit
Plan. See "Description of Certificates--Restrictions on Transfer of the Class
2-A-R Certificate" in this prospectus supplement.

                          REPORTS TO CERTIFICATEHOLDERS

          The Securities Administrator will prepare on a monthly basis a
statement containing, among other things, information relating to principal and
interest distributions on the Certificates, the status of the Mortgage Pool and
certain other information as set forth in the Pooling and Servicing Agreement in
accordance with Item 1121 of Regulation AB (17 C.F.R. Section 229.1121), as
described under "Description of Certificates--Reports to Certificateholders" in
the prospectus. In addition, the Master Servicer, each Servicer and certain
other parties to the Pooling and Servicing Agreement will furnish to the
Securities Administrator, and the Securities Administrator will furnish to the
Depositor, the compliance statements, assessments and attestation reports in
accordance with Items 1122 and 1123 of Regulation AB (17 C.F.R. Sections
229.1122 and 229.1123) detailed under "Servicing of the Mortgage Loans--Evidence
as to Compliance" in the prospectus.

          Copies of these statements and reports will be filed on Forms 10-D and
10-K with the Securities and Exchange Commission through its EDGAR system
located at http://www.sec.gov under the name of the Issuing Entity for so long
as the Issuing Entity is subject to the reporting requirement of the Securities
Exchange Act of 1934, as amended.

          The Securities Administrator will make the statement described in the
prospectus under "Description of Certificates--Reports to Certificateholders"
available to certificateholders and the other parties to the Pooling and
Servicing Agreement via the Securities Administrator's internet website. The
Securities Administrator will also make any Periodic Reports prepared by it
described in the prospectus under "Where You Can Find More Information" relating
to the Issuing Entity available through its website promptly after they are
filed with the Securities and Exchange Commission (which may or may not be the
same day). 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 website are entitled to have a paper copy
mailed to them at no charge via first class mail by calling the customer service
desk.

                             METHOD OF DISTRIBUTION

          Subject to the terms and conditions set forth in the underwriting
agreement among the Depositor, Banc of America Securities LLC (the
"UNDERWRITER") and the Sponsor, the Depositor has agreed to sell to the
Underwriter, and the Underwriter has agreed to purchase from the Depositor, all
of the Offered Certificates. Proceeds to the Depositor from the sale of the
Offered Certificates are expected to be approximately 99.535% of the initial
balance of those Certificates plus accrued interest, before deducting expenses
estimated at approximately $773,697 payable by the Depositor.

          Distribution of the Offered Certificates will be made by the
Underwriter from time to time in negotiated transactions or otherwise at varying
prices to be determined at the time of sale. The Underwriter and any dealers
that participate with the Underwriter in the distribution of the Offered
Certificates will be underwriters, and the difference between the purchase price
for the Offered Certificates paid to the Depositor and the proceeds from the
sale of the Offered Certificates realized by the Underwriter and any dealers
that participate with the Underwriter in the distribution of the Offered
Certificates will constitute underwriting discounts and commissions.


                                      S-127



          The Depositor has been advised by the Underwriter that it intends to
make a market in the Offered Certificates but has 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 Underwriter against, or make
contributions to the Underwriter with respect to, certain liabilities, including
liabilities under the Securities Act of 1933, as amended.

          The Underwriter is an affiliate of the Depositor and the Sponsor and
is a registered broker/dealer. Any obligations of the Underwriter are the sole
responsibility of the Underwriter and do not create any obligation or guarantee
on the part of any affiliate of the Underwriter.

                                  LEGAL MATTERS

          The validity of and certain federal income tax matters relating to the
Offered Certificates will be passed upon for the Depositor and the Underwriter
by Hunton & Williams LLP, Charlotte, North Carolina.

                               CERTIFICATE RATINGS

          At their issuance, each class of Offered Certificates is required to
receive from Fitch Ratings ("FITCH") and Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P") at least the rating set forth in the table
beginning on page S-6 of this prospectus supplement.

          Ratings on mortgage pass-through certificates address the likelihood
of receipt by certificateholders of payments required under the Pooling and
Servicing Agreement.

          Fitch's and S&P's ratings take into consideration the credit quality
of the Mortgage Pool, including any credit support, structural and legal aspects
associated with the Offered Certificates, and the extent to which the payment
stream of the Mortgage Pool is adequate to make payments required under the
Offered Certificates. Fitch's and S&P's ratings on the Offered Certificates do
not, however, constitute a statement regarding frequency of prepayments on the
Mortgage Loans.

          Fitch's and S&P's ratings do not address the possibility that, because
the Interest Only Certificates are extremely sensitive to principal prepayments,
a holder of an Interest Only Certificate may not fully recover its initial
investment. Fitch's and S&P's rating on the Residual Certificate does not
address the likelihood of a return to investors other than to the extent of the
principal balance and interest at the pass-through rate thereon.

          The Depositor has not requested a rating of any class of Offered
Certificates by any rating agency other than Fitch and S&P. However, there can
be no assurance as to whether any other rating agency will rate the Offered
Certificates or, if it does, what rating would be assigned by such other rating
agency. The rating assigned by any such other rating agency to a class of
Offered Certificates may be lower than the ratings assigned by Fitch and S&P.

          The rating of the Offered Certificates should be evaluated
independently from similar ratings on other types of securities. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning rating agency.

          In addition, Fitch and S&P will monitor the initial ratings of the
offered certificates for so long as the Offered Certificates remain outstanding.


                                      S-128



                             INDEX TO DEFINED TERMS

100% LTV Program........................................................    S-55
60+ Day Delinquent Loan.................................................    S-87
80/20 Program...........................................................    S-56
97% LTV Program.........................................................    S-56
Accelerated Processing Programs.........................................    S-53
Accrued Certificate Interest............................................    S-84
Adjusted Pool Amount....................................................   S-107
Adjustment Date.........................................................    S-45
Administrative Fee Rate.................................................    S-79
Administrative Fees.....................................................    S-79
Advance.................................................................    S-76
Aggregate Group 6.......................................................    S-11
Aggregate Group 6 Mortgage Loans........................................    S-12
Aggregate Group 6 Senior Certificates...................................    S-10
Aggregate Group 6 Senior Percentage.....................................   S-101
Aggregate Group 6 Subordinate Certificates..............................    S-10
Aggregate Group 6 Subordinate Percentage................................   S-101
Aggregate Group 6 Undercollateralized Amount............................   S-105
Aggregate Group 6 Undercollateralized Group.............................   S-105
Aggregate Group X.......................................................    S-11
Aggregate Group X Mortgage Loans........................................    S-12
Aggregate Group X Senior Certificates...................................    S-10
Aggregate Group X Senior Percentage.....................................   S-100
Aggregate Group X Subordinate Certificates..............................    S-10
Aggregate Group X Subordinate Percentage................................   S-100
Aggregate Group X Undercollateralized Amount............................   S-105
Aggregate Group X Undercollateralized Group.............................   S-105
Aggregate Loan Group....................................................    S-12
Aggregate Loan Group 6..................................................    S-12
Aggregate Loan Group X..................................................    S-12
Aggregate Loan Groups...................................................    S-12
All-Ready Home..........................................................    S-53
ALTA....................................................................    S-54
Alternative Documentation Program.......................................    S-58
Applied Realized Loss Amount............................................    S-93
Available Funds.........................................................    S-83
AVM.....................................................................    S-63
Banc of America Securities..............................................   S-126
Bank of America.........................................................    S-12
Bank of America Servicing Agreement.....................................    S-66
Bankruptcy Losses.......................................................    S-82
BBA.....................................................................    S-85
Benefit Plan............................................................   S-126
Book-Entry Certificates.................................................    S-81
BPP.....................................................................    S-55
Cap.....................................................................    S-94
Cap Carryover Amount....................................................    S-94
Cap Carryover Reserve Account...........................................    S-94
Cap Premium.............................................................   S-123
CDR.....................................................................   S-119
Certificate Account.....................................................    S-75
Certificate One-Month LIBOR.............................................    S-85
Certificates............................................................    S-73
Class 1-M Certificates..................................................    S-10
Class 1-M-1 Principal Distribution Amount...............................    S-87
Class 1-M-1 Realized Loss Amortization Amount...........................    S-92
Class 1-M-2 Principal Distribution Amount...............................    S-87
Class 1-M-2 Realized Loss Amortization Amount...........................    S-92
Class 1-M-3 Principal Distribution Amount...............................    S-87
Class 1-M-3 Realized Loss Amortization Amount...........................    S-92
Class 1-M-4 Principal Distribution Amount...............................    S-87
Class 1-M-4 Realized Loss Amortization Amount...........................    S-92
Class 1-M-5 Principal Distribution Amount...............................    S-88
Class 1-M-5 Realized Loss Amortization Amount...........................    S-92
Class 1-M-6 Principal Distribution Amount...............................    S-88
Class 1-M-6 Realized Loss Amortization Amount...........................    S-92
Class 5-A-X Notional Amount.............................................    S-97
Class 5-B Certificates..................................................    S-10
Class B Certificates....................................................    S-10
class balance...........................................................    S-82
CLUES Plus Documentation Program........................................    S-58
Code....................................................................    S-28
Combined Loan-to-Value Ratio............................................    S-52
Compensating Interest...................................................    S-76
Condominium Hotel Loan Program..........................................    S-56
Countrywide Financial...................................................    S-48
Countrywide Home Loans..................................................    S-48
Countrywide Servicing...................................................    S-71
Countrywide Servicing Agreement.........................................    S-66
CPR.....................................................................   S-116
Credit Scores...........................................................    S-45
Custom Mortgage Score...................................................    S-50
Debt Service Reduction..................................................    S-82
Debt-to-Income Ratio....................................................    S-51
Decrement Tables........................................................   S-115
Deficient Valuation.....................................................    S-82
Definitive Certificates.................................................    S-81
Deleted Mortgage Loan...................................................    S-74
Determination Date......................................................    S-77
Distribution Date.......................................................    S-82
Downgrade Provision.....................................................   S-111
DTC.....................................................................    S-81
Eligible Substitute Mortgage Loan.......................................    S-74
e-MITS..................................................................    S-62
ERISA...................................................................    S-28
Events of Default.......................................................   S-111
Exemption...............................................................   S-126
Expanded Underwriting Guidelines........................................    S-59


                                      S-129



Extra Principal Distribution Amount................................         S-88
FICO Credit Scores.................................................         S-57
Final Scheduled Distribution Date..................................         S-81
Fitch..............................................................        S-128
Foreclosure Profits................................................         S-80
Fractional Interest................................................        S-103
Full Documentation Program.........................................         S-58
Gross Margin.......................................................         S-45
Group..............................................................         S-11
Group 1............................................................         S-11
Group 1 Cap........................................................         S-93
Group 1 Certificates...............................................         S-10
Group 1 Interest Remittance Amount.................................         S-84
Group 1 Mortgage Loans.............................................         S-11
Group 1 Principal Distribution Amount..............................         S-88
Group 1 Principal Remittance Amount................................         S-88
Group 1 Senior Certificates........................................         S-10
Group 1 Senior Principal Distribution Amount.......................         S-89
Group 2............................................................         S-11
Group 2 Mortgage Loans.............................................         S-11
Group 2 Senior Certificates........................................         S-10
Group 3............................................................         S-11
Group 3 Mortgage Loans.............................................         S-12
Group 3 Senior Certificates........................................         S-10
Group 4............................................................         S-11
Group 4 Mortgage Loans.............................................         S-12
Group 4 Senior Certificates........................................         S-10
Group 5............................................................         S-11
Group 5 Mortgage Loans.............................................         S-12
Group 5 Senior Percentage..........................................        S-101
Group 5 Subordinate Percentage.....................................        S-101
Group 5A Senior Certificates.......................................         S-10
Group 5B Mortgage Loans............................................         S-12
Group 6 Senior Certificates........................................         S-10
Group 6A...........................................................         S-11
Group 6B...........................................................         S-11
Group 6B Mortgage Loans............................................         S-12
Group Subordinate Amount...........................................         S-97
Index..............................................................         S-47
Indirect Participants..............................................         S-81
IndyMac Bank.......................................................         S-49
IndyMac Servicing Agreement........................................         S-66
Insurer............................................................         S-25
Interest Accrual Period............................................         S-82
Interest Carry Forward Amount......................................         S-84
Interest Distribution Amount.......................................         S-95
Interest Only Certificates.........................................         S-10
Interest Only Mortgage Loans.......................................         S-44
Interest Percentage................................................         S-84
Interest Rate Swap Agreement.......................................         S-22
Interest Settlement Rate...........................................         S-85
IRA................................................................        S-126
Issuing Entity.....................................................         S-65
LIBOR Based Interest Accrual Period................................         S-82
LIBOR Determination Date...........................................         S-85
Liquidated Mortgage Loan...........................................         S-83
Liquidation Proceeds...............................................         S-94
Loan Group.........................................................         S-11
Loan Group 1.......................................................         S-11
Loan Group 2.......................................................         S-11
Loan Group 3.......................................................         S-11
Loan Group 4.......................................................         S-11
Loan Group 5.......................................................         S-11
Loan Group 6A......................................................         S-11
Loan Group 6B......................................................         S-11
Loan-to-Value Ratio................................................         S-44
Loss Severity Percentage...........................................        S-120
Lower-Tier REMICs..................................................        S-122
LPMI Fee Rate......................................................         S-79
LPMI Policy........................................................         S-44
Master Servicer....................................................         S-66
Master Servicer Custodial Account..................................         S-75
Master Servicing Fee...............................................         S-79
Master Servicing Fee Rate..........................................         S-79
MERS...............................................................         S-73
Modeling Assumptions...............................................        S-115
Monthly Excess Cashflow Allocation.................................         S-90
Monthly Excess Cashflow Amount.....................................         S-90
Monthly Excess Interest Amount.....................................         S-90
Mortgage File......................................................         S-73
Mortgage Loan Purchase Agreement...................................         S-43
Mortgage Loans.....................................................   S-12, S-43
Mortgage Pool......................................................         S-43
Mortgage Rewards...................................................         S-53
Net Interest Shortfall.............................................         S-96
Net Mortgage Interest Rate.........................................         S-83
Net Swap Payment...................................................        S-110
No Income/No Asset Documentation Program...........................         S-58
No Ratio Loan Program..............................................         S-55
Non-Offered Certificates...........................................         S-10
Non-Resident Alien Loan Program....................................         S-56
Non-Supported Interest Shortfall...................................         S-96
Notional Principal Contract Arrangement............................        S-122
Notional Principal Contract Regulations............................        S-123
Offered Certificates...............................................         S-10
Offered Group 1 Certificates.......................................         S-10
One-Month LIBOR....................................................         S-47
One-Year CMT.......................................................         S-47
One-Year LIBOR.....................................................         S-46
Optional Termination Date..........................................         S-77
Original Subordinate Principal Balance.............................        S-102
Originators........................................................         S-12
Overcollateralization Amount.......................................         S-89
Overcollateralization Deficiency...................................         S-89
Overcollateralization Release Amount...............................         S-89
Participants.......................................................         S-81
Pass-Through Rate..................................................         S-93
Percentage Interest................................................         S-80
Periodic Cap.......................................................         S-45
Pool Distribution Amount...........................................         S-94
Pool Distribution Amount Allocation................................         S-95
Pool Principal Balance.............................................        S-100


                                      S-130



Pooling and Servicing Agreement...................................          S-73
Preferred Processing Program......................................          S-57
Prepayment Interest Shortfall.....................................          S-76
Prepayment Premium................................................          S-44
Principal Amount..................................................          S-97
Product Guides....................................................          S-51
Purchase Price....................................................          S-74
Rapid.............................................................          S-53
Rate Ceiling......................................................          S-45
Realized Loss.....................................................          S-83
Realized Loss Amortization Amount.................................          S-92
Record Date.......................................................          S-82
Recovery..........................................................          S-83
Reduced Documentation Program.....................................          S-58
Regular Certificates..............................................         S-122
Regular Interest..................................................         S-123
Regular Interest Accrual Period...................................          S-82
Regular Interests.................................................         S-122
Reimbursement Amount..............................................          S-95
Relief Act Reduction..............................................          S-83
REMIC.............................................................         S-122
REMIC Regulations.................................................         S-107
Remittance Date...................................................          S-75
REO Property......................................................          S-77
Reserve Interest Rate.............................................          S-85
Residual Certificate..............................................          S-10
S&P...............................................................         S-128
Scheduled Principal Payments......................................          S-98
SDA...............................................................         S-119
Securities Administrator..........................................          S-67
Senior Certificates...............................................          S-10
Senior Credit Support Depletion Date..............................          S-99
Senior Enhancement Percentage.....................................          S-89
Senior Percentage.................................................         S-100
Senior Prepayment Percentage......................................         S-100
Senior Principal Distribution Amount..............................          S-99
Senior Specified Enhancement Percentage...........................          S-89
Servicer Custodial Account........................................          S-75
Servicers.........................................................          S-66
Servicing Agreements..............................................          S-66
Servicing Fee.....................................................          S-79
Servicing Fee Rate................................................          S-79
Shifting Interest Certificates....................................          S-10
Shifting Interest Class B Certificates............................          S-10
Shifting Interest Groups..........................................          S-11
Similar Law.......................................................         S-126
Six-Month LIBOR...................................................          S-46
SMMEA.............................................................          S-28
Standard Documentation Process....................................          S-52
Standard Underwriting Guidelines..................................          S-59
Stated Income Program.............................................          S-55
Stated Income, Stated Asset.......................................          S-53
Stated Income/Stated Asset Documentation Program..................          S-58
Stated Principal Balance..........................................          S-83
Stepdown Date.....................................................          S-89
Streamlined Documentation Program.................................          S-58
Subordinate Certificates..........................................          S-10
Subordinate Percentage............................................         S-100
Subordinate Prepayment Percentage.................................         S-102
Subordinate Principal Distribution Amount.........................         S-104
Substitution Adjustment Amount....................................          S-74
Super Senior Certificates.........................................          S-10
Super Senior Support Certificates.................................          S-10
Supplemental Interest Trust.......................................         S-112
Supplemental Interest Trust Trustee...............................   S-22, S-112
Swap Account......................................................         S-111
Swap Default......................................................         S-111
Swap Early Termination............................................         S-111
Swap Notional Amount..............................................          S-22
Swap Provider.....................................................   S-22, S-111
Swap Provider Trigger Event.......................................         S-111
Swap Termination Payment..........................................         S-111
Targeted Overcollateralization Amount.............................          S-90
Telerate page 3750................................................          S-85
Termination Event.................................................         S-111
Total Loan-to-Value Ratio.........................................          S-52
Trigger Event.....................................................          S-90
Trustee...........................................................          S-78
U.S. Person.......................................................         S-109
Underwriter.......................................................         S-127
Unpaid Realized Loss Amount.......................................          S-93
Unscheduled Principal Payments....................................          S-98
Upper-Tier REMICs.................................................         S-122


                                      S-131



                                   APPENDIX A

                               MORTGAGE LOAN DATA


                                      A-1



                                  LOAN GROUP 1

       OCCUPANCY OF MORTGAGED PROPERTIES OF THE GROUP 1 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 1         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 1     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
OCCUPANCY                          LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Primary Residence                  1,345     $529,638,875.16     87.61%       $393,783.55        711         75.83%
Investor Property                    167       48,352,171.20      8.00         289,533.96        725         75.91
Second Home                           83       26,519,337.18      4.39         319,510.09        723         78.28
                                   -----     ---------------    ------        -----------        ---         -----
TOTAL:                             1,595     $604,510,383.54    100.00%       $379,003.38        713         75.94%
                                   =====     ===============    ======        ===========        ===         =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

                  PROPERTY TYPES OF THE GROUP 1 MORTGAGE LOANS



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 1         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 1     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PROPERTY TYPE                      LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Single Family Residence              901     $343,585,581.40     56.84%       $381,338.05        711         75.32%
PUD                                  373      154,151,397.37     25.50         413,274.52        710         76.28
Condominium                          263       82,226,902.04     13.60         312,649.82        723         77.59
2-Family                              42       17,126,960.83      2.83         407,784.78        721         78.17
4-Family                               7        3,863,180.98      0.64         551,883.00        713         74.45
3-Family                               8        3,468,573.32      0.57         433,571.67        751         73.91
Cooperative                            1           87,787.60      0.01          87,787.60        687         80.00
                                   -----     ---------------    ------        -----------        ---         -----
TOTAL:                             1,595     $604,510,383.54    100.00%       $379,003.38        713         75.94%
                                   =====     ===============    ======        ===========        ===         =====


               MORTGAGE LOAN PURPOSE OF THE GROUP 1 MORTGAGE LOANS



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 1         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 1     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PURPOSE                            LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Purchase                             953     $357,285,758.06     59.10%       $374,906.36        719         78.78%
Refinance-Cashout                    427      165,540,231.93     27.38         387,682.04        701         72.04
Refinance-Rate/Term                  215       81,684,393.55     13.51         379,927.41        709         71.45
                                   -----     ---------------    ------        -----------        ---         -----
TOTAL:                             1,595     $604,510,383.54    100.00%       $379,003.38        713         75.94%
                                   =====     ===============    ======        ===========        ===         =====



                                      A-2



              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                        OF THE GROUP 1 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 1         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 1     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Alabama                                5     $  1,683,517.20      0.28%      $  336,703.44       758         74.49%
Arizona                               48       16,342,394.21      2.70          340,466.55       712         76.11
California                           754      336,892,754.56     55.73          446,807.37       716         74.76
Colorado                              30        8,824,614.33      1.46          294,153.81       716         77.78
Connecticut                            9        3,031,782.40      0.50          336,864.71       686         78.93
Delaware                               1        1,000,000.00      0.17        1,000,000.00       719         80.00
District of Columbia                   5        2,081,899.99      0.34          416,380.00       721         74.64
Florida                              110       36,466,254.58      6.03          331,511.41       717         77.50
Georgia                               16        4,363,630.68      0.72          272,726.92       676         76.90
Hawaii                                 9        4,329,621.20      0.72          481,069.02       705         77.63
Idaho                                  5          771,127.38      0.13          154,225.48       658         72.66
Illinois                              34       14,432,458.15      2.39          424,484.06       698         77.45
Indiana                                2          294,457.28      0.05          147,228.64       695         80.00
Kansas                                 2          383,153.29      0.06          191,576.65       796         79.59
Kentucky                               7        1,163,688.35      0.19          166,241.19       709         85.79
Maine                                  1          199,619.49      0.03          199,619.49       673         45.77
Maryland                              49       15,668,362.87      2.59          319,762.51       692         78.49
Massachusetts                         14        4,118,806.81      0.68          294,200.49       721         72.41
Michigan                              15        3,947,807.65      0.65          263,187.18       690         74.52
Minnesota                             20        6,056,633.99      1.00          302,831.70       710         75.20
Mississippi                            1          179,366.79      0.03          179,366.79       700         94.97
Missouri                               2          395,320.33      0.07          197,660.17       684         83.37
Montana                                3          782,400.00      0.13          260,800.00       732         74.57
Nevada                               184       52,484,752.32      8.68          285,243.22       704         78.02
New Hampshire                          2        1,275,589.67      0.21          637,794.84       732         73.54
New Jersey                            35       13,706,186.42      2.27          391,605.33       722         77.65
New Mexico                            11        1,908,847.33      0.32          173,531.58       694         80.69
New York                              32       15,976,797.37      2.64          499,274.92       714         77.75
North Carolina                        12        4,541,828.84      0.75          378,485.74       728         77.35
Ohio                                  22        4,176,795.86      0.69          189,854.36       706         78.46
Oklahoma                               1           82,000.00      0.01           82,000.00       745         80.00
Oregon                                19        4,671,560.71      0.77          245,871.62       707         76.62
Pennsylvania                          10        1,713,016.43      0.28          171,301.64       702         78.57
Rhode Island                           4          902,337.88      0.15          225,584.47       737         80.00
South Carolina                         6        2,187,235.70      0.36          364,539.28       665         78.43
Tennessee                              6        1,362,311.89      0.23          227,051.98       705         83.02
Texas                                 23        7,344,646.94      1.21          319,332.48       719         79.11
Utah                                  10        2,215,099.18      0.37          221,509.92       696         79.05
Vermont                                1          768,000.00      0.13          768,000.00       769         80.00
Virginia                              34       13,720,268.95      2.27          403,537.32       704         77.11
Washington                            36        9,946,305.66      1.65          276,286.27       713         76.54
West Virginia                          1          148,000.00      0.02          148,000.00       720         69.99
Wisconsin                              4        1,969,130.86      0.33          492,282.72       763         70.79
                                   -----     ---------------    ------       -------------       ---         -----
TOTAL:                             1,595     $604,510,383.54    100.00%      $  379,003.38       713         75.94%
                                   =====     ===============    ======       =============       ===         =====


(1)  As of the Cut-off Date, no more than approximately 0.67% of the Group 1
     Mortgage Loans are expected to be secured by mortgaged properties in any
     one five-digit postal zip code.


                                      A-3



   CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE GROUP 1 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 1         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 1     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN             MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PRINCIPAL BALANCES ($)             LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

0.01 - 50,000.00                       1     $     36,450.00      0.01%      $   36,450.00       649         90.00%
50,000.01 - 100,000.00                42        3,611,414.01      0.60           85,986.05       705         75.42
100,000.01 - 150,000.00              115       14,863,663.64      2.46          129,249.25       709         77.30
150,000.01 - 200,000.00              171       30,478,252.40      5.04          178,235.39       707         77.94
200,000.01 - 250,000.00              193       43,301,583.88      7.16          224,360.54       710         77.28
250,000.01 - 300,000.00              169       46,323,375.38      7.66          274,102.81       711         74.79
300,000.01 - 350,000.00              140       45,452,828.16      7.52          324,663.06       711         77.43
350,000.01 - 400,000.00              149       56,359,804.22      9.32          378,253.72       717         74.92
400,000.01 - 450,000.00              124       53,151,395.71      8.79          428,640.29       713         76.99
450,000.01 - 500,000.00              130       61,912,082.20     10.24          476,246.79       711         77.34
500,000.01 - 550,000.00               96       50,371,880.98      8.33          524,707.09       717         77.40
550,000.01 - 600,000.00               80       46,272,534.55      7.65          578,406.68       713         78.32
600,000.01 - 650,000.00               74       47,142,763.00      7.80          637,064.36       711         74.68
650,000.01 - 700,000.00               16       10,880,139.88      1.80          680,008.74       703         73.22
700,000.01 - 750,000.00               17       12,333,258.91      2.04          725,485.82       705         69.58
750,000.01 - 800,000.00               12        9,353,057.97      1.55          779,421.50       720         74.59
800,000.01 - 850,000.00               10        8,276,671.74      1.37          827,667.17       708         71.49
850,000.01 - 900,000.00                9        7,892,594.93      1.31          876,954.99       730         76.68
900,000.01 - 950,000.00                5        4,669,690.42      0.77          933,938.08       712         74.33
950,000.01 - 1,000,000.00             18       17,780,567.00      2.94          987,809.28       719         74.83
1,000,000.01 - 1,500,000.00           19       24,651,029.34      4.08        1,297,422.60       715         70.37
1,500,000.01 - 2,000,000.00            5        9,395,345.22      1.55        1,879,069.04       728         71.14
                                   -----     ---------------    ------       -------------       ---         -----
TOTAL:                             1,595     $604,510,383.54    100.00%      $  379,003.38       713         75.94%
                                   =====     ===============    ======       =============       ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Group 1 Mortgage Loans is expected to be approximately $379,003.


                                       A-4



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



                                                                 % OF
                                 NUMBER OF      AGGREGATE       GROUP 1         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 1     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL LOAN-TO-VALUE            MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

15.01 - 20.00                          2     $    411,209.42      0.07%      $  205,604.71       778         18.94%
25.01 - 30.00                          3        1,026,457.73      0.17          342,152.58       681         27.80
30.01 - 35.00                          1        1,200,000.00      0.20        1,200,000.00       719         32.00
35.01 - 40.00                          6        1,815,881.32      0.30          302,646.89       749         37.07
40.01 - 45.00                         10        4,519,618.09      0.75          451,961.81       755         42.96
45.01 - 50.00                         23        8,020,945.01      1.33          348,736.74       725         48.09
50.01 - 55.00                         28        8,605,972.95      1.42          307,356.18       734         52.38
55.01 - 60.00                         32       11,164,164.57      1.85          348,880.14       724         58.05
60.01 - 65.00                         64       24,685,207.70      4.08          385,706.37       714         63.23
65.01 - 70.00                         87       44,119,724.57      7.30          507,123.27       717         68.60
70.01 - 75.00                        154       83,717,336.04     13.85          543,619.07       706         73.91
75.01 - 80.00                      1,104      393,375,742.18     65.07          356,318.61       713         79.67
80.01 - 85.00                          9        2,902,870.49      0.48          322,541.17       679         84.07
85.01 - 90.00                         46       12,753,745.27      2.11          277,255.33       693         89.48
90.01 - 95.00                         26        6,191,508.20      1.02          238,134.93       708         94.75
                                   -----     ---------------    ------       -------------       ---         -----
TOTAL:                             1,595     $604,510,383.54    100.00%      $   79,003.38       713         75.94%
                                   =====     ===============    ======       =============       ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Group 1 Mortgage Loans is expected to be approximately
     75.94%.


                                       A-5



        CURRENT MORTGAGE INTEREST RATES OF THE GROUP 1 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE       GROUP 1         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 1     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE INTEREST         MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATES (%)                          LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

less than 3.000                        1     $    346,917.37      0.06%       $346,917.37        680         74.95%
3.001 - 3.250                          1          594,042.41      0.10         594,042.41        678         80.00
3.251 - 3.500                          3          758,776.11      0.13         252,925.37        736         78.23
3.501 - 3.750                          2          494,602.80      0.08         247,301.40        781         80.00
3.751 - 4.000                          4        1,597,432.45      0.26         399,358.11        679         76.85
4.001 - 4.250                          2        1,030,409.25      0.17         515,204.63        732         80.00
4.251 - 4.500                          9        3,550,840.72      0.59         394,537.86        716         78.78
4.501 - 4.750                          4        1,479,247.27      0.24         369,811.82        710         79.89
4.751 - 5.000                          7        3,488,933.27      0.58         498,419.04        718         79.51
5.001 - 5.250                          5        1,669,969.75      0.28         333,993.95        696         75.37
5.251 - 5.500                         22       10,878,241.29      1.80         494,465.51        723         74.08
5.501 - 5.750                        210       87,411,795.38     14.46         416,246.64        728         68.49
5.751 - 6.000                         95       32,904,181.77      5.44         346,359.81        706         76.78
6.001 - 6.250                        145       55,054,103.93      9.11         379,683.48        711         76.56
6.251 - 6.500                        313      118,993,851.22     19.68         380,172.05        714         77.30
6.501 - 6.750                        255       91,633,022.65     15.16         359,345.19        713         77.52
6.751 - 7.000                        268      101,761,396.10     16.83         379,706.70        711         77.17
7.001 - 7.250                         92       31,895,765.62      5.28         346,693.10        700         77.74
7.251 - 7.500                         59       22,686,710.67      3.75         384,520.52        703         74.91
7.501 - 7.750                         48       18,899,674.09      3.13         393,743.21        712         79.41
7.751 - 8.000                         32       11,585,417.06      1.92         362,044.28        690         78.80
8.001 - 8.250                         13        4,670,125.04      0.77         359,240.39        676         77.25
8.251 - 8.500                          2          441,061.20      0.07         220,530.60        737         80.00
8.501 - 8.750                          3          683,866.12      0.11         227,955.37        721         74.30
                                   -----     ---------------    ------        -----------        ---         -----
TOTAL:                             1,595     $604,510,383.54    100.00%       $379,003.38        713         75.94%
                                   =====     ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Group 1 Mortgage Loans is expected to be approximately 6.489% per
     annum.


                                       A-6



                 GROSS MARGINS OF THE GROUP 1 MORTGAGE LOANS (1)



                                                 % OF
                  NUMBER OF     AGGREGATE      GROUP 1        AVERAGE      WEIGHTED     WEIGHTED
                   GROUP 1    STATED CUT-OFF   CUT-OFF   STATED PRINCIPAL   AVERAGE     AVERAGE
                   MORTGAGE     PRINCIPAL     PRINCIPAL    BALANCE AS OF    CREDIT      ORIGINAL
GROSS MARGIN (%)    LOANS        BALANCE       BALANCE     CUT-OFF DATE      SCORE   LOAN-TO-VALUE
----------------  ---------  ---------------  ---------  ----------------  --------  -------------

0.501 - 0.750           1    $    542,835.97     0.09%      $542,835.97       732        66.87%
0.751 - 1.000         182      75,589,611.98    12.50        415,327.54       729        67.62
1.001 - 1.250          19       7,808,765.03     1.29        410,987.63       703        75.13
1.251 - 1.500          19       6,045,078.70     1.00        318,162.04       713        77.52
1.501 - 1.750          29      11,606,648.81     1.92        400,229.27       721        79.30
1.751 - 2.000         119      41,543,568.52     6.87        349,105.62       723        78.06
2.001 - 2.250       1,027     402,489,607.56    66.58        391,908.09       710        76.89
2.251 - 2.500          35      11,882,034.86     1.97        339,486.71       724        78.60
2.501 - 2.750          77      22,490,348.01     3.72        292,082.44       691        76.40
2.751 - 3.000          12       3,648,814.29     0.60        304,067.86       688        79.98
3.001 - 3.250           5       1,230,747.75     0.20        246,149.55       704        81.83
3.251 - 3.500          10       3,615,391.99     0.60        361,539.20       710        80.18
3.501 - 3.750          15       3,824,779.44     0.63        254,985.30       686        78.10
3.751 - 4.000          15       4,887,850.58     0.81        325,856.71       695        77.87
4.001 - 4.250           1         199,150.00     0.03        199,150.00       680        79.98
4.251 - 4.500          11       2,799,300.54     0.46        254,481.87       735        78.93
4.501 - 4.750           2         616,887.00     0.10        308,443.50       763        78.91
4.751 - 5.000          16       3,688,962.51     0.61        230,560.16       698        80.00
                    -----    ---------------   ------       -----------       ---        -----
TOTAL:              1,595    $604,510,383.54   100.00%      $379,003.38       713        75.94%
                    =====    ===============   ======       ===========       ===        =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Group 1
     Mortgage Loans is expected to be approximately 2.127% per annum.


                                       A-7



                 RATE CEILINGS OF THE GROUP 1 MORTGAGE LOANS (1)



                                                  % OF
                   NUMBER OF     AGGREGATE      GROUP 1        AVERAGE      WEIGHTED     WEIGHTED
                    GROUP 1    STATED CUT-OFF   CUT-OFF   STATED PRINCIPAL   AVERAGE     AVERAGE
                    MORTGAGE     PRINCIPAL     PRINCIPAL    BALANCE AS OF    CREDIT      ORIGINAL
RATE CEILINGS (%)    LOANS        BALANCE       BALANCE     CUT-OFF DATE      SCORE   LOAN-TO-VALUE
----------------   ---------  ---------------  ---------  ----------------  --------  -------------

8.751 - 9.000            4    $  1,622,087.60     0.27%      $405,521.90       677        75.82%
9.001 - 9.250            2       1,115,928.35     0.18        557,964.18       685        80.00
9.251 - 9.500            6       2,242,189.38     0.37        373,698.23       719        79.38
9.501 - 9.750            4       1,110,408.89     0.18        277,602.22       732        81.85
9.751 - 10.000           7       3,457,897.38     0.57        493,985.34       713        78.65
10.001 - 10.250          3       1,367,597.19     0.23        455,865.73       725        74.35
10.251 - 10.500         14       6,911,914.76     1.14        493,708.20       711        77.91
10.501 - 10.750         12       5,163,575.99     0.85        430,298.00       745        77.89
10.751 - 11.000         28      10,127,831.24     1.68        361,708.26       707        76.56
11.001 - 11.250         44      21,561,871.37     3.57        490,042.53       706        76.29
11.251 - 11.500        122      54,865,469.96     9.08        449,716.97       715        76.59
11.501 - 11.750         96      42,152,270.14     6.97        439,086.15       709        75.99
11.751 - 12.000        510     207,921,358.67    34.40        407,688.94       717        73.77
12.001 - 12.250        124      44,884,529.08     7.42        361,972.01       709        76.63
12.251 - 12.500        196      70,715,812.73    11.70        360,794.96       711        76.28
12.501 - 12.750        159      52,250,910.63     8.64        328,622.08       717        77.94
12.751 - 13.000        134      39,581,824.67     6.55        295,386.75       709        78.39
13.001 - 13.250         55      16,174,982.30     2.68        294,090.59       696        78.00
13.251 - 13.500         29       6,767,378.69     1.12        233,357.89       698        80.25
13.501 - 13.750         23       6,903,454.73     1.14        300,150.21       705        79.37
13.751 - 14.000         13       5,088,247.24     0.84        391,403.63       686        75.80
14.001 - 14.250          5       1,292,692.82     0.21        258,538.56       665        80.00
14.251 - 14.500          2         441,061.20     0.07        220,530.60       737        80.00
14.501 - 14.750          2         294,616.12     0.05        147,308.06       767        79.99
16.251 - 16.500          1         494,472.41     0.08        494,472.41       763        75.57
                     -----    ---------------   ------       -----------       ---        -----
TOTAL:               1,595    $604,510,383.54   100.00%      $379,003.38       713        75.94%
                     =====    ===============   ======       ===========       ===        =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Group 1
     Mortgage Loans is expected to be approximately 12.081% per annum.


                                       A-8



          FIRST RATE ADJUSTMENT DATE OF THE GROUP 1 MORTGAGE LOANS (1)



                                                % OF
                   NUMBER OF     AGGREGATE      GROUP 1        AVERAGE      WEIGHTED     WEIGHTED
                    GROUP 1    STATED CUT-OFF   CUT-OFF   STATED PRINCIPAL   AVERAGE     AVERAGE
FIRST RATE          MORTGAGE     PRINCIPAL     PRINCIPAL    BALANCE AS OF    CREDIT      ORIGINAL
ADJUSTMENT DATE      LOANS        BALANCE       BALANCE     CUT-OFF DATE      SCORE   LOAN-TO-VALUE
---------------    ---------  ---------------  ---------  ----------------  --------  -------------

June 1, 2005             4    $  2,214,140.49     0.37%     $  553,535.12      731        73.70%
July 1, 2005             3         852,427.15     0.14         284,142.38      698        83.64
August 1, 2005          13       7,853,186.52     1.30         604,091.27      714        75.22
September 1, 2005      107      40,996,353.94     6.78         383,143.49      726        72.26
October 1, 2005        145      58,756,258.39     9.72         405,215.58      722        71.07
November 1, 2005        24       8,508,408.35     1.41         354,517.01      720        63.64
December 1, 2005         8       2,468,073.34     0.41         308,509.17      692        82.62
January 1, 2006          7       2,586,256.04     0.43         369,465.15      728        79.59
February 1, 2006        33      10,863,051.38     1.80         329,183.38      721        79.16
March 1, 2006           43      15,694,433.40     2.60         364,986.82      728        77.61
April 1, 2006           29      10,057,430.32     1.66         346,807.94      719        79.51
May 1, 2006             13       3,417,507.92     0.57         262,885.22      717        76.65
July 1, 2006             1       1,139,887.86     0.19       1,139,887.86      762        75.00
November 1, 2007         1          99,999.99     0.02          99,999.99      684        64.52
February 1, 2008         7       2,005,999.05     0.33         286,571.29      728        80.00
March 1, 2008           15       5,877,034.05     0.97         391,802.27      722        78.94
July 1, 2008             1         321,180.30     0.05         321,180.30      687        80.00
December 1, 2008         1         649,977.02     0.11         649,977.02      813        79.17
January 1, 2009          3         459,000.00     0.08         153,000.00      718        79.99
February 1, 2009        57      19,507,882.44     3.23         342,243.55      728        79.30
March 1, 2009           90      33,576,077.55     5.55         373,067.53      729        79.30
June 1, 2010             1         420,400.00     0.07         420,400.00      803        80.00
August 1, 2010           4       1,193,676.19     0.20         298,419.05      735        77.35
September 1, 2010        5       2,666,812.50     0.44         533,362.50      677        77.19
October 1, 2010          4       1,610,946.99     0.27         402,736.75      663        76.71
November 1, 2010        19       6,729,565.12     1.11         354,187.64      703        71.54
December 1, 2010       100      30,708,479.75     5.08         307,084.80      698        76.42
January 1, 2011        251      75,676,198.20    12.52         301,498.80      703        76.46
February 1, 2011       305     102,311,334.41    16.92         335,447.00      706        76.86
March 1, 2011          239     128,930,328.79    21.33         539,457.44      709        76.41
April 1, 2011            6       3,968,336.00     0.66         661,389.33      689        75.08
January 1, 2013          2         984,399.99     0.16         492,200.00      755        75.50
February 1, 2013        17       5,317,873.41     0.88         312,816.08      698        78.24
March 1, 2013           23       8,953,482.07     1.48         389,281.83      727        77.90
September 1, 2015        1       1,187,787.27     0.20       1,187,787.27      808        78.69
November 1, 2015         2       1,018,205.00     0.17         509,102.50      713        80.00
January 1, 2016          1         500,000.00     0.08         500,000.00      777        44.40
February 1, 2016         3       1,020,643.53     0.17         340,214.51      657        80.00
March 1, 2016            7       3,407,348.82     0.56         486,764.12      712        77.11
                     -----    ---------------   ------      -------------      ---        -----
Total:               1,595    $604,510,383.54   100.00%     $  379,003.38      713        75.94%
                     =====    ===============   ======      =============      ===        =====


(1)  As of the Cut-off Date, the weighted average number of months to the Next
     Rate Adjustment Date for the Group 1 Mortgage Loans is expected to be
     approximately 41 months.


                                       A-9



                REMAINING TERMS OF THE GROUP 1 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 1        STATED      WEIGHTED      WEIGHTED
                                  GROUP 1    STATED CUT-OFF    CUT-OFF      PRINCIPAL     AVERAGE       AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
REMAINING TERM (MONTHS)           LOANS         BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

341 - 360                          1,595    $604,510,383.54    100.00%     $379,003.38       713         75.94%
                                   -----    ---------------    ------      -----------       ---         -----
TOTAL:                             1,595    $604,510,383.54    100.00%     $379,003.38       713         75.94%
                                   =====    ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Group 1 Mortgage Loans is expected to be approximately 356
     months.

         CREDIT SCORING OF MORTGAGORS OF THE GROUP 1 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 1        STATED      WEIGHTED      WEIGHTED
                                  GROUP 1    STATED CUT-OFF    CUT-OFF      PRINCIPAL     AVERAGE       AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
CREDIT SCORES                     LOANS         BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

801 - 850                             26    $ 11,004,534.72      1.82%     $423,251.34       807         76.15%
751 - 800                            306     119,459,446.90     19.76       390,390.35       772         73.75
701 - 750                            590     220,077,292.44     36.41       373,012.36       725         76.52
651 - 700                            520     201,072,137.38     33.26       386,677.19       679         76.29
601 - 650                            152      52,097,772.10      8.62       342,748.50       638         77.07
Not Scored                             1         799,200.00      0.13       799,200.00         0         80.00
                                   -----    ---------------    ------      -----------       ---         -----
TOTAL:                             1,595    $604,510,383.54    100.00%     $379,003.38       713         75.94%
                                   =====    ===============    ======      ===========       ===         =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).

  ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE GROUP 1 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 1        STATED      WEIGHTED      WEIGHTED
                                  GROUP 1    STATED CUT-OFF    CUT-OFF      PRINCIPAL     AVERAGE       AVERAGE
ORIGINAL                         MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
DEBT-TO-INCOME RATIOS (%)          LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

5.01 - 10.00                           3    $    820,465.07      0.14%    $  273,488.36      722         79.80%
10.01 - 15.00                         11       5,746,174.36      0.95        522,379.49      737         69.92
15.01 - 20.00                         22       8,393,237.85      1.39        381,510.81      720         73.34
20.01 - 25.00                         43      16,148,023.49      2.67        375,535.43      713         73.00
25.01 - 30.00                         87      30,971,932.44      5.12        355,999.22      716         75.56
30.01 - 35.00                        168      65,627,769.99     10.86        390,641.49      717         75.19
35.01 - 40.00                        368     139,082,662.78     23.01        377,942.02      715         76.62
40.01 - 45.00                        419     156,457,828.25     25.88        373,407.70      712         77.39
45.01 - 50.00                        200      76,198,024.82     12.60        380,990.12      702         76.15
50.01 - 55.00                        117      52,070,737.37      8.61        445,049.04      715         73.61
55.01 - 60.00                          4       1,518,000.00      0.25        379,500.00      666         75.40
60.01 - 65.00                          1       1,139,887.86      0.19      1,139,887.86      762         75.00
Not Scored                           152      50,335,639.26      8.33        331,155.52      710         74.90
                                   -----    ---------------    ------     -------------      ---         -----
TOTAL:                             1,595    $604,510,383.54    100.00%    $  379,003.38      713         75.94%
                                   =====    ===============    ======     =============      ===         =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Group 1 Mortgage Loans is expected to be approximately 39.73%.


                                      A-10



           MONTHS SINCE ORIGINATION OF THE GROUP 1 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 1        STATED      WEIGHTED      WEIGHTED
                                  GROUP 1    STATED CUT-OFF    CUT-OFF      PRINCIPAL     AVERAGE       AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
MONTHS SINCE ORIGINATION           LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

1 - 6                              1,163    $436,429,189.22     72.20%     $375,261.56       709         76.88%
7 - 12                               422     163,796,188.85     27.10       388,142.63       722         73.35
13 - 18                               10       4,285,005.47      0.71       428,500.55       695         79.15
                                   -----    ---------------    ------      -----------       ---         -----
TOTAL:                             1,595    $604,510,383.54    100.00%     $379,003.38       713         75.94%
                                   =====    ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Group 1 Mortgage Loans is expected to be approximately 5 months.


                                      A-11



                                  LOAN GROUP 2

       OCCUPANCY OF MORTGAGED PROPERTIES OF THE GROUP 2 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 2        STATED      WEIGHTED      WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF      PRINCIPAL     AVERAGE       AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
OCCUPANCY                          LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Primary Residence                   33       $18,990,286.99     82.92%     $575,463.24       743         75.64%
Second Home                          6         3,911,440.24     17.08       651,906.71       767         60.56
                                   ---       --------------    ------      -----------       ---         -----
TOTAL:                              39       $22,901,727.23    100.00%     $587,223.78       747         73.06%
                                   ===       ==============    ======      ===========       ===         =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

                  PROPERTY TYPES OF THE GROUP 2 MORTGAGE LOANS



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 2        STATED      WEIGHTED      WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF      PRINCIPAL     AVERAGE       AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
PROPERTY TYPE                      LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

PUD                                 18       $10,844,514.00     47.35%     $602,473.00       743         70.38%
Single Family Residence             17         9,295,037.23     40.59       546,766.90       746         75.47
Condominium                          3         2,162,176.00      9.44       720,725.33       765         78.44
2-Family                             1           600,000.00      2.62       600,000.00       774         64.86
                                   ---       --------------    ------      -----------       ---         -----
TOTAL:                              39       $22,901,727.23    100.00%     $587,223.78       747         73.06%
                                   ===       ==============    ======      ===========       ===         =====


               MORTGAGE LOAN PURPOSE OF THE GROUP 2 MORTGAGE LOANS



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 2        STATED      WEIGHTED      WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF      PRINCIPAL     AVERAGE       AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
PURPOSE                            LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Purchase                            22       $11,987,317.61     52.34%     $544,878.07       757         75.54%
Refinance-Rate/Term                  9         6,295,494.41     27.49       699,499.38       742         71.84
Refinance-Cashout                    8         4,618,915.21     20.17       577,364.40       728         68.31
                                   ---       --------------    ------      -----------       ---         -----
TOTAL:                              39       $22,901,727.23    100.00%     $587,223.78       747         73.06%
                                   ===       ==============    ======      ===========       ===         =====



                                      A-12



              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                        OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 2         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

Arizona                               3      $ 1,577,000.00      6.89%       $525,666.67        795         76.70%
California                           16        9,282,180.21     40.53         580,136.26        737         71.28
Florida                               4        2,672,788.00     11.67         668,197.00        749         78.01
Georgia                               1          186,254.37      0.81         186,254.37        818         80.00
Illinois                              1          928,000.00      4.05         928,000.00        774         80.00
Maryland                              1          480,000.00      2.10         480,000.00        764         80.00
Minnesota                             1          659,294.41      2.88         659,294.41        761         80.00
Missouri                              1          167,400.00      0.73         167,400.00        673         90.00
Nevada                                2        1,641,920.00      7.17         820,960.00        748         58.07
North Carolina                        2          574,940.24      2.51         287,470.12        765         50.93
South Carolina                        5        3,326,500.00     14.53         665,300.00        754         75.23
Texas                                 1          969,450.00      4.23         969,450.00        710         79.46
Washington                            1          436,000.00      1.90         436,000.00        688         80.00
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, no more than approximately 6.29% of the Group 2
     Mortgage Loans are expected to be secured by mortgaged properties in any
     one five-digit postal zip code.

   CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 2         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN             MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
PRINCIPAL BALANCES ($)             LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

100,000.01 - 150,000.00               1      $   149,940.24      0.65%      $  149,940.24       738         53.57%
150,000.01 - 200,000.00               2          353,654.37      1.54          176,827.19       749         84.73
250,000.01 - 300,000.00               2          553,125.00      2.42          276,562.50       777         75.10
400,000.01 - 450,000.00               6        2,605,365.38     11.38          434,227.56       753         74.24
450,000.01 - 500,000.00               3        1,480,000.00      6.46          493,333.33       774         66.52
500,000.01 - 550,000.00               6        3,101,145.83     13.54          516,857.64       708         73.27
550,000.01 - 600,000.00               2        1,180,000.00      5.15          590,000.00       784         72.30
600,000.01 - 650,000.00               5        3,151,344.00     13.76          630,268.80       743         77.48
650,000.01 - 700,000.00               3        2,017,544.41      8.81          672,514.80       746         64.09
700,000.01 - 750,000.00               1          749,000.00      3.27          749,000.00       799         74.97
800,000.01 - 850,000.00               2        1,623,158.00      7.09          811,579.00       720         77.47
850,000.01 - 900,000.00               1          880,000.00      3.84          880,000.00       735         80.00
900,000.01 - 950,000.00               1          928,000.00      4.05          928,000.00       774         80.00
950,000.01 - 1,000,000.00             3        2,929,450.00     12.79          976,483.33       754         78.27
1,000,000.01 - 1,500,000.00           1        1,200,000.00      5.24        1,200,000.00       741         50.00
                                    ---      --------------    ------       -------------       ---         -----
TOTAL:                               39      $22,901,727.23    100.00%      $  587,223.78       747         73.06%
                                    ===      ==============    ======       =============       ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Group 2 Mortgage Loans is expected to be approximately $587,224.


                                      A-13



         ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 2        AVERAGE        WEIGHTED     WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
ORIGINAL LOAN-TO-VALUE           MORTGAGE       PRINCIPAL     PRINCIPAL    BALANCE AS OF      CREDIT      ORIGINAL
RATIOS (%)                         LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

35.01 - 40.00                         1      $   681,750.00      2.98%       $681,750.00        733         37.88%
40.01 - 45.00                         1          500,000.00      2.18         500,000.00        806         40.10
45.01 - 50.00                         2        1,625,000.00      7.10         812,500.00        750         50.00
50.01 - 55.00                         2          669,940.24      2.93         334,970.12        654         54.48
60.01 - 65.00                         1          600,000.00      2.62         600,000.00        774         64.86
65.01 - 70.00                         2        1,137,000.00      4.96         568,500.00        732         68.52
70.01 - 75.00                         5        2,989,944.00     13.06         597,988.80        741         74.96
75.01 - 80.00                        24       14,530,692.99     63.45         605,445.54        752         79.39
85.01 - 90.00                         1          167,400.00      0.73         167,400.00        673         90.00
                                    ---      --------------    ------        -----------        ---         -----
Total:                               39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Group 2 Mortgage Loans is expected to be approximately
     73.06%.

        CURRENT MORTGAGE INTEREST RATES OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 2         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
CURRENT MORTGAGE INTEREST         MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
RATES (%)                          LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

5.251 - 5.500                         1      $   480,000.00      2.10%       $480,000.00        764         80.00%
5.501 - 5.750                         5        2,544,553.65     11.11         508,910.73        739         71.84
5.751 - 6.000                        16        8,750,922.58     38.21         546,932.66        753         74.92
6.001 - 6.250                         5        2,714,801.00     11.85         542,960.20        749         70.52
6.251 - 6.500                         4        2,298,000.00     10.03         574,500.00        713         70.82
6.501 - 6.750                         3        2,646,450.00     11.56         882,150.00        758         78.38
6.751 - 7.000                         4        2,587,000.00     11.30         646,750.00        754         63.55
7.001 - 7.250                         1          880,000.00      3.84         880,000.00        735         80.00
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Group 2 Mortgage Loans is expected to be approximately 6.225% per
     annum.

                 GROSS MARGINS OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 2         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                 MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
GROSS MARGIN (%)                   LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

2.001 - 2.250                        39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Group 2
     Mortgage Loans is expected to be approximately 2.250% per annum.

                                      A-14



                 RATE CEILINGS OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 2         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                 MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
RATE CEILINGS (%)                  LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

11.251 - 11.500                       1      $   480,000.00      2.10%       $480,000.00        764         80.00%
11.501 - 11.750                       5        2,544,553.65     11.11         508,910.73        739         71.84
11.751 - 12.000                      16        8,750,922.58     38.21         546,932.66        753         74.92
12.001 - 12.250                       5        2,714,801.00     11.85         542,960.20        749         70.52
12.251 - 12.500                       4        2,298,000.00     10.03         574,500.00        713         70.82
12.501 - 12.750                       3        2,646,450.00     11.56         882,150.00        758         78.38
12.751 - 13.000                       4        2,587,000.00     11.30         646,750.00        754         63.55
13.001 - 13.250                       1          880,000.00      3.84         880,000.00        735         80.00
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Group 2
     Mortgage Loans is expected to be approximately 12.225% per annum.

          FIRST RATE ADJUSTMENT DATE OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 2         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                 MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
FIRST RATE ADJUSTMENT DATE         LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

December 1, 2008                      2      $   403,065.24      1.76%       $201,532.62        747         67.03%
February 1, 2009                      1          186,254.37      0.81         186,254.37        818         80.00
March 1, 2009                        18       10,030,285.62     43.80         557,238.09        736         73.68
April 1, 2009                        18       12,282,122.00     53.63         682,340.11        755         72.65
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average number of months to the First
     Rate Adjustment Date for the Group 2 Mortgage Loans is expected to be
     approximately 35 months.

                REMAINING TERMS OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 2         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 2    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                 MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
REMAINING TERM (MONTHS)            LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

341 - 360                            39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               39      $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Group 2 Mortgage Loans is expected to be approximately 359
     months.


                                      A-15



         CREDIT SCORING OF MORTGAGORS OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 2         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 2     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
CREDIT SCORES                      LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

801 - 850                             2       $   686,254.37      3.00%       $343,127.19        809         50.93%
751 - 800                            17         9,914,784.79     43.29         583,222.63        777         76.46
701 - 750                            14         9,227,499.24     40.29         659,107.09        735         70.43
651 - 700                             5         2,553,188.83     11.15         510,637.77        684         79.07
601 - 650                             1           520,000.00      2.27         520,000.00        630         54.74
                                    ---       --------------    ------        -----------        ---         -----
TOTAL:                               39       $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===       ==============    ======        ===========        ===         =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).

  ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 2         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 2     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL DEBT-TO-INCOME           MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

10.01 - 15.00                         2       $   953,000.00      4.16%       $476,500.00        781         66.62%
15.01 - 20.00                         3         1,416,254.37      6.18         472,084.79        769         67.97
20.01 - 25.00                         2         1,414,895.38      6.18         707,447.69        736         78.86
25.01 - 30.00                         7         3,404,384.65     14.87         486,340.66        765         69.45
30.01 - 35.00                         4         2,155,884.00      9.41         538,971.00        763         79.39
35.01 - 40.00                        10         7,085,989.83     30.94         708,598.98        745         78.16
40.01 - 45.00                         4         2,824,000.00     12.33         706,000.00        725         62.60
45.01 - 50.00                         5         2,710,319.00     11.83         542,063.80        736         70.61
50.01 - 55.00                         1           501,000.00      2.19         501,000.00        723         74.78
55.01 - 60.00                         1           436,000.00      1.90         436,000.00        688         80.00
                                    ---       --------------    ------        -----------        ---         -----
TOTAL:                               39       $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===       ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Group 2 Mortgage Loans is expected to be approximately 34.91%.

           MONTHS SINCE ORIGINATION OF THE GROUP 2 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 2         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 2     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
MONTHS SINCE ORIGINATION           LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

1 - 6                                39       $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ---       --------------    ------        -----------        ---         -----
TOTAL:                               39       $22,901,727.23    100.00%       $587,223.78        747         73.06%
                                    ===       ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Group 2 Mortgage Loans is expected to be approximately 2 months.


                                      A-16



                                  LOAN GROUP 3

       OCCUPANCY OF MORTGAGED PROPERTIES OF THE GROUP 3 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
OCCUPANCY                          LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Primary Residence                   330      $190,069,184.90     90.22%       $575,967.23        745         73.13%
Second Home                          32        19,497,505.06      9.25         609,297.03        752         74.35
Investor Property                     3         1,116,253.89      0.53         372,084.63        738         58.13
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ===      ===============    ======        ===========        ===         =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

                  PROPERTY TYPES OF THE GROUP 3 MORTGAGE LOANS



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PROPERTY TYPE                      LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Single Family Residence             209      $120,005,916.37     56.96%       $574,190.99        742         71.43%
PUD                                 103        60,855,508.69     28.88         590,830.18        746         75.16
Condominium                          52        29,423,085.87     13.97         565,828.57        760         76.03
2-Family                              1           398,432.92      0.19         398,432.92        717         80.00
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ===      ===============    ======        ===========        ===         =====


               MORTGAGE LOAN PURPOSE OF THE GROUP 3 MORTGAGE LOANS


                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PURPOSE                            LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Purchase                            255      $148,485,134.17     70.48%       $582,294.64        751         76.02%
Refinance-Rate/Term                  59        34,118,499.19     16.19         578,279.65        731         65.44
Refinance-Cashout                    51        28,079,310.49     13.33         550,574.72        737         67.48
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ===      ===============    ======        ===========        ===         =====



                                      A-17



              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                        OF THE GROUP 3 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Arizona                               8      $  4,047,293.17      1.92%       $505,911.65        747         72.33%
California                          186       109,654,622.38     52.05         589,540.98        745         72.76
Colorado                              3         1,730,500.00      0.82         576,833.33        727         72.69
Connecticut                           1           688,000.00      0.33         688,000.00        741         80.00
District of Columbia                  4         2,451,200.00      1.16         612,800.00        770         73.02
Florida                              45        28,176,423.21     13.37         626,142.74        750         71.95
Georgia                               8         3,733,833.74      1.77         466,729.22        752         79.43
Illinois                              8         5,104,318.34      2.42         638,039.79        769         71.39
Louisiana                             1           431,007.72      0.20         431,007.72        708         80.00
Maryland                             20        10,273,760.69      4.88         513,688.03        723         74.79
Massachusetts                         3         1,423,932.92      0.68         474,644.31        733         80.00
Missouri                              1           419,600.00      0.20         419,600.00        698         80.00
Nevada                                6         3,846,500.00      1.83         641,083.33        717         71.67
New Jersey                            3         1,567,942.00      0.74         522,647.33        706         56.43
New York                              3         1,700,000.00      0.81         566,666.67        747         61.88
North Carolina                       11         6,344,461.68      3.01         576,769.24        771         79.92
Oklahoma                              1           500,000.00      0.24         500,000.00        795         62.50
Oregon                                1           500,000.00      0.24         500,000.00        702         72.46
Pennsylvania                          2         1,115,663.11      0.53         557,831.56        743         73.76
Rhode Island                          1           530,000.00      0.25         530,000.00        773         51.04
South Carolina                        2           940,000.00      0.45         470,000.00        703         80.00
Tennessee                             1           479,423.25      0.23         479,423.25        687         53.81
Texas                                 5         2,823,540.39      1.34         564,708.08        759         75.04
Utah                                  1           626,400.00      0.30         626,400.00        739         80.00
Vermont                               1           475,000.00      0.23         475,000.00        755         76.00
Virginia                             27        14,382,542.80      6.83         532,686.77        755         76.96
Washington                           12         6,716,978.45      3.19         559,748.20        737         72.37
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, no more than approximately 1.17% of the Group 3
     Mortgage Loans are expected to be secured by mortgaged properties in any
     one five-digit postal zip code.


                                      A-18



   CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE GROUP 3 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN             MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PRINCIPAL BALANCES ($)             LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

100,000.01 - 150,000.00               3      $    394,245.48      0.19%      $  131,415.16       742         80.00%
150,000.01 - 200,000.00               3           516,235.44      0.25          172,078.48       728         54.29
250,000.01 - 300,000.00               1           260,000.00      0.12          260,000.00       736         80.00
300,000.01 - 350,000.00               2           628,400.00      0.30          314,200.00       739         74.88
350,000.01 - 400,000.00               3         1,154,832.88      0.55          384,944.29       722         79.86
400,000.01 - 450,000.00              45        19,503,914.76      9.26          433,420.33       736         74.13
450,000.01 - 500,000.00              82        39,389,644.21     18.70          480,361.51       741         71.21
500,000.01 - 550,000.00              51        26,798,235.89     12.72          525,455.61       742         73.97
550,000.01 - 600,000.00              56        32,379,110.02     15.37          578,198.39       745         76.34
600,000.01 - 650,000.00              40        25,342,285.88     12.03          633,557.15       743         75.10
650,000.01 - 700,000.00              26        17,667,323.27      8.39          679,512.43       750         75.40
700,000.01 - 750,000.00              10         7,274,226.99      3.45          727,422.70       738         75.24
750,000.01 - 800,000.00              11         8,547,581.94      4.06          777,052.90       753         75.72
800,000.01 - 850,000.00              10         8,299,152.82      3.94          829,915.28       764         62.34
850,000.01 - 900,000.00               4         3,520,800.00      1.67          880,200.00       744         74.47
900,000.01 - 950,000.00               3         2,764,454.27      1.31          921,484.76       710         69.86
950,000.01 - 1,000,000.00            10         9,837,500.00      4.67          983,750.00       776         64.49
1,000,000.01 - 1,500,000.00           5         6,405,000.00      3.04        1,281,000.00       765         70.85
                                    ---      ---------------    ------       -------------       ---         -----
TOTAL:                              365      $210,682,943.85    100.00%      $  577,213.54       746         73.17%
                                    ===      ===============    ======       =============       ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Group 3 Mortgage Loans is expected to be approximately $577,214.

        ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 3 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL LOAN-TO-VALUE            MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

5.01 - 10.00                          2      $  1,303,000.00      0.62%      $  651,500.00       803          8.15%
20.01 - 25.00                         1         1,000,000.00      0.47        1,000,000.00       784         21.14
25.01 - 30.00                         1           645,000.00      0.31          645,000.00       749         28.04
30.01 - 35.00                         3         1,510,000.00      0.72          503,333.33       776         31.86
35.01 - 40.00                         3         1,645,251.16      0.78          548,417.05       730         37.71
40.01 - 45.00                         5         2,562,000.00      1.22          512,400.00       717         42.36
45.01 - 50.00                         9         4,712,122.72      2.24          523,569.19       754         47.72
50.01 - 55.00                         3         1,529,423.25      0.73          509,807.75       728         52.23
55.01 - 60.00                        17         9,055,699.40      4.30          532,688.20       747         57.71
60.01 - 65.00                        18        11,582,438.86      5.50          643,468.83       762         62.41
65.01 - 70.00                        29        19,700,465.37      9.35          679,326.39       757         68.16
70.01 - 75.00                        39        25,782,488.97     12.24          661,089.46       744         74.26
75.01 - 80.00                       233       128,492,693.12     60.99          551,470.79       742         79.66
85.01 - 90.00                         2         1,162,361.00      0.55          581,180.50       716         89.42
                                    ---      ---------------    ------       -------------       ---         -----
TOTAL:                              365      $210,682,943.85    100.00%      $  577,213.54       746         73.17%
                                    ===      ===============    ======       =============       ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Group 3 Mortgage Loans is expected to be approximately
     73.17%.


                                      A-19



        CURRENT MORTGAGE INTEREST RATES OF THE GROUP 3 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE INTEREST         MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATES (%)                          LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

4.251 - 4.500                         2      $  1,162,379.33      0.55%       $581,189.67        704         80.00%
4.501 - 4.750                         4         2,849,851.86      1.35         712,462.97        693         73.14
4.751 - 5.000                        21        11,782,866.56      5.59         561,088.88        744         72.78
5.001 - 5.250                        20        10,746,251.30      5.10         537,312.57        758         76.50
5.251 - 5.500                        28        16,351,941.63      7.76         583,997.92        760         76.15
5.501 - 5.750                        72        43,316,084.07     20.56         601,612.28        751         71.00
5.751 - 6.000                       102        60,200,525.58     28.57         590,201.23        743         72.73
6.001 - 6.250                        61        35,704,582.52     16.95         585,321.02        745         74.26
6.251 - 6.500                        37        19,622,920.39      9.31         530,349.20        734         72.44
6.501 - 6.750                        11         5,629,575.93      2.67         511,779.63        751         75.52
6.751 - 7.000                         5         2,504,564.68      1.19         500,912.94        732         73.41
7.001 - 7.250                         2           811,400.00      0.39         405,700.00        728         65.13
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Group 3 Mortgage Loans is expected to be approximately 5.854% per
     annum.

                 GROSS MARGINS OF THE GROUP 3 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GROSS MARGIN (%)                   LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

2.001 - 2.250                       365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Group 3
     Mortgage Loans is expected to be approximately 2.250% per annum.


                                      A-20



                 RATE CEILINGS OF THE GROUP 3 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATE CEILINGS (%)                  LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

9.251 - 9.500                         2      $  1,162,379.33      0.55%       $581,189.67        704         80.00%
9.501 - 9.750                         4         2,849,851.86      1.35         712,462.97        693         73.14
9.751 - 10.000                       21        11,782,866.56      5.59         561,088.88        744         72.78
10.001 - 10.250                      20        10,746,251.30      5.10         537,312.57        758         76.50
10.251 - 10.500                      28        16,351,941.63      7.76         583,997.92        760         76.15
10.501 - 10.750                      72        43,316,084.07     20.56         601,612.28        751         71.00
10.751 - 11.000                     102        60,200,525.58     28.57         590,201.23        743         72.73
11.001 - 11.250                      61        35,704,582.52     16.95         585,321.02        745         74.26
11.251 - 11.500                      37        19,622,920.39      9.31         530,349.20        734         72.44
11.501 - 11.750                      11         5,629,575.93      2.67         511,779.63        751         75.52
11.751 - 12.000                       5         2,504,564.68      1.19         500,912.94        732         73.41
12.001 - 12.250                       2           811,400.00      0.39         405,700.00        728         65.13
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Group 3
     Mortgage Loans is expected to be approximately 10.854% per annum.

          FIRST RATE ADJUSTMENT DATE OF THE GROUP 3 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 3         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 3     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
FIRST RATE ADJUSTMENT DATE         LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

April 1, 2010                         1      $    455,658.35      0.22%       $455,658.35        656         79.42%
September 1, 2010                     1           115,253.89      0.05         115,253.89        757         80.00
October 1, 2010                       1           394,400.00      0.19         394,400.00        733         80.00
November 1, 2010                      6         2,759,867.44      1.31         459,977.91        742         75.72
December 1, 2010                      6         1,698,488.29      0.81         283,081.38        710         73.00
January 1, 2011                       8         4,415,950.62      2.10         551,993.83        740         73.64
February 1, 2011                      3         1,602,000.00      0.76         534,000.00        727         64.37
March 1, 2011                       107        61,831,747.86     29.35         577,866.80        746         73.07
April 1, 2011                       232       137,409,577.40     65.22         592,282.66        747         73.21
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              365      $210,682,943.85    100.00%       $577,213.54        746         73.17%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average number of months to the First
     Rate Adjustment Date for the Group 3 Mortgage Loans is expected to be
     approximately 59 months.


                                      A-21



                REMAINING TERMS OF THE GROUP 3 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 3        STATED      WEIGHTED      WEIGHTED
                                  GROUP 3    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
REMAINING TERM (MONTHS)            LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

341 - 360                           365     $210,682,943.85    100.00%     $577,213.54       746         73.17%
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              365     $210,682,943.85    100.00%     $577,213.54       746         73.17%
                                    ===     ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Group 3 Mortgage Loans is expected to be approximately 360
     months.

         CREDIT SCORING OF MORTGAGORS OF THE GROUP 3 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 3        STATED      WEIGHTED      WEIGHTED
                                  GROUP 3    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
CREDIT SCORES                      LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

801 - 850                            17     $ 11,543,800.59      5.48%     $679,047.09       807         67.79%
751 - 800                           158       94,846,257.86     45.02       600,292.77       775         72.01
701 - 750                           139       76,388,608.33     36.26       549,558.33       726         75.62
651 - 700                            40       21,583,899.65     10.24       539,597.49       684         72.45
601 - 650                            10        5,860,377.42      2.78       586,037.74       633         74.16
Not Scored                            1          460,000.00      0.22       460,000.00         0         59.74
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              365     $210,682,943.85    100.00%     $577,213.54       746         73.17%
                                    ===     ===============    ======      ===========       ===         =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).

  ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE GROUP 3 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 3        STATED      WEIGHTED      WEIGHTED
                                  GROUP 3    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
ORIGINAL                         MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
DEBT-TO-INCOME RATIOS (%)          LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

 5.01 - 10.00                         2     $  1,000,000.00      0.47%     $500,000.00       802         60.12%
10.01 - 15.00                         8        4,527,175.00      2.15       565,896.88       756         68.16
15.01 - 20.00                        15        9,461,415.35      4.49       630,761.02       754         65.55
20.01 - 25.00                        27       15,595,505.69      7.40       577,611.32       747         70.30
25.01 - 30.00                        49       28,270,446.56     13.42       576,947.89       745         75.47
30.01 - 35.00                        53       31,282,394.98     14.85       590,233.87       744         76.63
35.01 - 40.00                        71       39,857,587.30     18.92       561,374.47       742         72.27
40.01 - 45.00                        70       41,435,029.24     19.67       591,928.99       749         74.22
45.01 - 50.00                        49       27,585,033.00     13.09       562,959.86       736         74.74
50.01 - 55.00                         9        5,225,372.28      2.48       580,596.92       764         65.64
55.01 - 60.00                         9        5,108,580.45      2.42       567,620.05       748         66.22
60.01 - 65.00                         2          917,404.00      0.44       458,702.00       771         73.38
65.01 - 70.00                         1          417,000.00      0.20       417,000.00       706         79.23
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              365     $210,682,943.85    100.00%     $577,213.54       746         73.17%
                                    ===     ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Group 3 Mortgage Loans is expected to be approximately 36.22%.


                                      A-22



           MONTHS SINCE ORIGINATION OF THE GROUP 3 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 3        STATED      WEIGHTED      WEIGHTED
                                  GROUP 3    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
MONTHS SINCE ORIGINATION           LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

1 - 6                               362     $209,717,631.61     99.54%     $579,330.47       746         73.14%
7 - 12                                2          509,653.89      0.24       254,826.95       738         80.00
13 - 18                               1          455,658.35      0.22       455,658.35       656         79.42
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              365     $210,682,943.85    100.00%     $577,213.54       746         73.17%
                                    ===     ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Group 3 Mortgage Loans is expected to be approximately 2 months.


                                      A-23



                                  LOAN GROUP 4

       OCCUPANCY OF MORTGAGED PROPERTIES OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
OCCUPANCY                          LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

Primary Residence                    44      $26,981,658.50     79.32%       $613,219.51        746         69.22%
Second Home                          10        6,547,197.41     19.25         654,719.74        732         75.06
Investor Property                     1          488,000.00      1.43         488,000.00        738         80.00
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

                  PROPERTY TYPES OF THE GROUP 4 MORTGAGE LOANS



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PROPERTY TYPE                      LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

Single Family Residence              38      $22,058,369.99     64.85%       $580,483.42        748         70.38%
PUD                                  11        7,611,234.73     22.37         691,930.43        735         69.79
Condominium                           5        3,739,251.19     10.99         747,850.24        746         71.09
Townhouse                             1          608,000.00      1.79         608,000.00        663         80.00
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====


               MORTGAGE LOAN PURPOSE OF THE GROUP 4 MORTGAGE LOANS



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PURPOSE                            LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

Purchase                             37      $23,644,048.45     69.51%       $639,028.34        749         71.60%
Refinance-Cashout                    13        7,407,807.46     21.78         569,831.34        734         67.86
Refinance-Rate/Term                   5        2,965,000.00      8.72         593,000.00        726         68.29
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====



                                      A-24



              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                        OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

California                           28      $17,220,412.10     50.62%       $615,014.72        748         72.98%
District of Columbia                  1          588,000.00      1.73         588,000.00        787         80.00
Florida                               8        4,692,413.41     13.79         586,551.68        741         66.05
Hawaii                                1          800,000.00      2.35         800,000.00        765         66.67
Illinois                              3        1,772,200.00      5.21         590,733.33        741         79.86
New York                              1          475,000.00      1.40         475,000.00        755         77.24
North Carolina                        2        1,142,891.00      3.36         571,445.50        721         80.00
Oregon                                1          663,750.00      1.95         663,750.00        707         75.00
Pennsylvania                          1          698,194.40      2.05         698,194.40        781         66.40
South Carolina                        4        2,917,000.00      8.58         729,250.00        718         68.54
Virginia                              3        1,601,995.00      4.71         533,998.33        711         59.28
Washington                            2        1,445,000.00      4.25         722,500.00        776         48.74
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, no more than approximately 4.07% of the Group 4
     Mortgage Loans are expected to be secured by mortgaged properties in any
     one five-digit postal zip code.

   CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN             MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PRINCIPAL BALANCES ($)             LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

400,000.01 - 450,000.00               4      $ 1,725,566.95      5.07%      $  431,391.74       702         73.40%
450,000.01 - 500,000.00              15        7,161,642.00     21.05          477,442.80       742         70.54
500,000.01 - 550,000.00               6        3,048,600.00      8.96          508,100.00       721         77.56
550,000.01 - 600,000.00               5        2,914,904.64      8.57          582,980.93       761         67.26
600,000.01 - 650,000.00               4        2,510,120.00      7.38          627,530.00       748         79.56
650,000.01 - 700,000.00               8        5,426,782.59     15.95          678,347.82       752         72.85
700,000.01 - 750,000.00               4        2,937,299.22      8.63          734,324.81       699         62.92
750,000.01 - 800,000.00               1          800,000.00      2.35          800,000.00       765         66.67
800,000.01 - 850,000.00               2        1,647,240.51      4.84          823,620.26       744         69.51
850,000.01 - 900,000.00               1          863,700.00      2.54          863,700.00       771         80.00
900,000.01 - 950,000.00               1          945,000.00      2.78          945,000.00       803         61.17
950,000.01 - 1,000,000.00             3        3,000,000.00      8.82        1,000,000.00       769         66.54
1,000,000.01 - 1,500,000.00           1        1,036,000.00      3.05        1,036,000.00       747         57.56
                                    ---      --------------    ------       -------------       ---         -----
TOTAL:                               55      $34,016,855.91    100.00%      $  618,488.29       744         70.50%
                                    ===      ==============    ======       =============       ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Group 4 Mortgage Loans is expected to be approximately $618,488.


                                      A-25



         ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL LOAN-TO-VALUE            MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

20.01 - 25.00                         1      $   597,000.64      1.76%      $  597,000.64       792         23.03%
25.01 - 30.00                         1          500,000.00      1.47          500,000.00       724         25.25
30.01 - 35.00                         2        1,217,000.00      3.58          608,500.00       729         33.40
40.01 - 45.00                         1          675,000.00      1.98          675,000.00       710         41.54
45.01 - 50.00                         1        1,000,000.00      2.94        1,000,000.00       775         45.56
55.01 - 60.00                         2        1,864,000.00      5.48          932,000.00       718         58.26
60.01 - 65.00                         1          945,000.00      2.78          945,000.00       803         61.17
65.01 - 70.00                         9        5,270,060.57     15.49          585,562.29       717         67.91
70.01 - 75.00                         5        3,213,745.00      9.45          642,749.00       752         74.31
75.01 - 80.00                        31       18,305,049.70     53.81          590,485.47       749         79.58
85.01 - 90.00                         1          430,000.00      1.26          430,000.00       729         87.76
                                    ---      --------------    ------       -------------       ---         -----
TOTAL:                               55      $34,016,855.91    100.00%      $  618,488.29       744         70.50%
                                    ===      ==============    ======       =============       ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Group 4 Mortgage Loans is expected to be approximately
     70.50%.

        CURRENT MORTGAGE INTEREST RATES OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE INTEREST         MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATES (%)                          LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

4.501 - 4.750                         2      $ 1,561,894.40      4.59%       $780,947.20        775         73.92%
5.251 - 5.500                         1          499,995.00      1.47         499,995.00        756         74.07
5.501 - 5.750                         7        4,533,800.00     13.33         647,685.71        748         67.10
5.751 - 6.000                        14        8,652,558.95     25.44         618,039.93        736         75.03
6.001 - 6.250                        18       10,592,246.41     31.14         588,458.13        734         68.86
6.251 - 6.500                        10        6,433,241.15     18.91         643,324.12        757         69.86
6.501 - 6.750                         3        1,743,120.00      5.12         581,040.00        751         65.11
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Group 4 Mortgage Loans is expected to be approximately 6.045% per
     annum.

                 GROSS MARGINS OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GROSS MARGIN (%)                   LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

2.001 - 2.250                        55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Group 4
     Mortgage Loans is expected to be approximately 2.250% per annum.


                                      A-26



                 RATE CEILINGS OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATE CEILINGS (%)                  LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

9.251 - 9.500                         1      $   698,194.40      2.05%       $698,194.40        781         66.40%
9.501 - 9.750                         1          863,700.00      2.54         863,700.00        771         80.00
10.251 - 10.500                       1          499,995.00      1.47         499,995.00        756         74.07
10.501 - 10.750                       7        4,533,800.00     13.33         647,685.71        748         67.10
10.751 - 11.000                      14        8,652,558.95     25.44         618,039.93        736         75.03
11.001 - 11.250                      18       10,592,246.41     31.14         588,458.13        734         68.86
11.251 - 11.500                       9        5,836,240.51     17.16         648,471.17        753         74.65
11.501 - 11.750                       3        1,743,120.00      5.12         581,040.00        751         65.11
12.751 - 13.000                       1          597,000.64      1.76         597,000.64        792         23.03
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Group 4
     Mortgage Loans is expected to be approximately 11.062% per annum.

          FIRST RATE ADJUSTMENT DATE OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
FIRST RATE                        MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
ADJUSTMENT DATE                    LOANS         BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

January 1, 2013                       1      $   597,000.64      1.76%       $597,000.64        792         23.03%
February 1, 2013                      1          698,194.40      2.05         698,194.40        781         66.40
March 1, 2013                        12        6,779,752.87     19.93         564,979.41        743         73.60
April 1, 2013                        41       25,941,908.00     76.26         632,729.46        742         70.89
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average number of months to the First
     Rate Adjustment Date for the Group 4 Mortgage Loans is expected to be
     approximately 84 months.

                REMAINING TERMS OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
REMAINING TERM (MONTHS)            LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   -------------

341 - 360                            55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ---      --------------    ------        -----------        ---         -----
TOTAL:                               55      $34,016,855.91    100.00%       $618,488.29        744         70.50%
                                    ===      ==============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Group 4 Mortgage Loans is expected to be approximately 360
     months.


                                      A-27



         CREDIT SCORING OF MORTGAGORS OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE   WEIGHTED AVERAGE
                                 MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT        ORIGINAL
CREDIT SCORES                      LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE      LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   ----------------

801 - 850                             5      $ 3,633,560.51     10.68%      $726,712.10        805          74.24%
751 - 800                            19       11,896,137.04     34.97        626,112.48        774          71.23
701 - 750                            21       12,528,867.36     36.83        596,612.73        728          67.44
651 - 700                             9        5,208,291.00     15.31        578,699.00        683          73.92
601 - 650                             1          750,000.00      2.20        750,000.00        635          68.18
                                    ---      --------------    ------       -----------        ---          -----
TOTAL:                               55      $34,016,855.91    100.00%      $618,488.29        744          70.50%
                                    ===      ==============    ======       ===========        ===          =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).

  ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE   WEIGHTED AVERAGE
ORIGINAL DEBT-TO-INCOME           MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT        ORIGINAL
RATIOS (%)                         LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE      LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   ----------------

10.01 - 15.00                        1       $ 1,000,000.00      2.94%      $1,000,000.00      775          45.56%
15.01 - 20.00                        1           500,000.00      1.47          500,000.00      724          25.25
20.01 - 25.00                        4         2,813,750.00      8.27          703,437.50      735          68.23
25.01 - 30.00                        2         1,063,000.00      3.12          531,500.00      727          78.77
30.01 - 35.00                        7         3,935,824.00     11.57          562,260.57      757          73.60
35.01 - 40.00                       11         6,280,594.86     18.46          570,963.17      738          67.86
40.01 - 45.00                       16        10,572,982.10     31.08          660,811.38      755          73.53
45.01 - 50.00                        6         3,024,304.95      8.89          504,050.83      737          76.35
50.01 - 55.00                        5         3,646,400.00     10.72          729,280.00      741          68.89
55.01 - 60.00                        1           430,000.00      1.26          430,000.00      729          87.76
60.01 - 65.00                        1           750,000.00      2.20          750,000.00      635          68.18
                                    ---      --------------    ------        ------------      ---          -----
TOTAL:                              55       $34,016,855.91    100.00%       $ 618,488.29      744          70.50%
                                    ===      ==============    ======        ============      ===          =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Group 4 Mortgage Loans is expected to be approximately 39.06%.

           MONTHS SINCE ORIGINATION OF THE GROUP 4 MORTGAGE LOANS (1)



                                                                % OF
                                 NUMBER OF      AGGREGATE      GROUP 4         AVERAGE       WEIGHTED
                                  GROUP 4    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE   WEIGHTED AVERAGE
                                  MORTGAGE      PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT        ORIGINAL
MONTHS SINCE ORIGINATION           LOANS         BALANCE       BALANCE      CUT-OFF DATE      SCORE      LOAN-TO-VALUE
------------------------------   ---------   --------------   ---------   ----------------   --------   ----------------

1 - 6                               53       $32,721,660.87     96.19%      $617,389.83        742          71.45%
13 - 18                              2         1,295,195.04      3.81        647,597.52        786          46.41
                                   ---       --------------    ------       -----------        ---          -----
TOTAL:                              55       $34,016,855.91    100.00%      $618,488.29        744          70.50%
                                   ===       ==============    ======       ===========        ===          =====


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Group 4 Mortgage Loans is expected to be approximately 2 months.


                                      A-28



                                  LOAN GROUP 5

       OCCUPANCY OF MORTGAGED PROPERTIES OF THE GROUP 5 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF       AGGREGATE      GROUP 5         AVERAGE       WEIGHTED
                                  GROUP 4     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE   WEIGHTED AVERAGE
                                  MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT        ORIGINAL
OCCUPANCY                          LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE      LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   ----------------

Primary Residence                   679      $429,630,322.46     92.24%      $632,739.80        745          69.02%
Second Home                          58        35,168,596.67      7.55        606,355.12        762          69.36
Investor Property                     2           997,494.54      0.21        498,747.27        764          70.72
                                    ---      ---------------    ------       -----------        ---          -----
TOTAL:                              739      $465,796,413.67    100.00%      $630,306.38        746          69.05%
                                    ===      ===============    ======       ===========        ===          =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

                  PROPERTY TYPES OF THE GROUP 5 MORTGAGE LOANS



                                                                 % OF
                                 NUMBER OF       AGGREGATE      GROUP 5         AVERAGE       WEIGHTED
                                  GROUP 5     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE   WEIGHTED AVERAGE
                                  MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT        ORIGINAL
PROPERTY TYPE                      LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE      LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   ----------------

Single Family Residence             450      $290,839,207.95      62.44%     $646,309.35        745          67.97%
PUD                                 200       125,024,925.37      26.84       625,124.63        746          69.29
Condominium                          81        45,568,432.00       9.78       562,573.23        752          75.05
Townhouse                             5         2,275,858.39       0.49       455,171.68        778          67.52
2-Family                              2         1,250,696.67       0.27       625,348.34        759          74.69
3-Family                              1           837,293.29       0.18       837,293.29        775          80.00
                                    ---      ---------------     ------      ------------       ---          -----
TOTAL:                              739      $465,796,413.67     100.00%     $630,306.38        746          69.05%
                                    ===      ===============     ======      ============       ===          =====


               MORTGAGE LOAN PURPOSE OF THE GROUP 5 MORTGAGE LOANS



                                                                 % OF
                                 NUMBER OF       AGGREGATE      GROUP 5         AVERAGE       WEIGHTED
                                  GROUP 4     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE   WEIGHTED AVERAGE
                                  MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT        ORIGINAL
PURPOSE                            LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE      LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   ----------------

Purchase                            371      $232,283,447.40     49.87%      $626,100.94        755          73.39%
Refinance-Rate/Term                 175       118,030,626.14     25.34        674,460.72        741          65.30
Refinance-Cashout                   193       115,482,340.13     24.79        598,354.09        733          64.16
                                    ---      ---------------    ------       -----------        ---          -----
TOTAL:                              739      $465,796,413.67    100.00%      $630,306.38        746          69.05%
                                    ===      ===============    ======       ===========        ===          =====



                                      A-29

 

              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                        OF THE GROUP 5 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 5        STATED      WEIGHTED      WEIGHTED
                                  GROUP 5    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Alabama                               1     $    519,000.00      0.11%    $  519,000.00      756         67.40%
Arizona                              10        6,771,746.84      1.45        677,174.68      745         68.15
California                          445      281,483,747.74     60.43        632,547.75      746         68.97
Colorado                             18       10,486,635.34      2.25        582,590.85      745         69.95
Connecticut                           3        3,080,000.00      0.66      1,026,666.67      757         57.02
Delaware                              1          417,000.00      0.09        417,000.00      745         60.00
District of Columbia                  8        4,661,275.77      1.00        582,659.47      757         72.26
Florida                              62       35,818,410.03      7.69        577,716.29      738         70.31
Georgia                               9        4,882,029.61      1.05        542,447.73      741         73.82
Hawaii                                1          744,000.00      0.16        744,000.00      778         80.00
Illinois                             21       15,937,309.11      3.42        758,919.48      757         67.52
Indiana                               1          633,000.00      0.14        633,000.00      715         68.06
Iowa                                  1          416,826.26      0.09        416,826.26      773         79.43
Louisiana                             2          976,000.00      0.21        488,000.00      771         80.00
Maryland                             25       14,799,901.15      3.18        591,996.05      741         66.41
Massachusetts                         7        3,916,700.00      0.84        559,528.57      763         63.52
Michigan                              5        3,442,000.00      0.74        688,400.00      736         74.65
Minnesota                             3        2,260,800.00      0.49        753,600.00      745         65.48
Missouri                              5        3,056,150.00      0.66        611,230.00      749         72.59
Montana                               1          800,000.00      0.17        800,000.00      780         69.57
Nevada                               11        6,492,838.80      1.39        590,258.07      729         74.11
New Jersey                            9        6,439,947.71      1.38        715,549.75      739         62.18
New Mexico                            6        3,631,000.00      0.78        605,166.67      729         76.14
New York                              9        5,196,496.67      1.12        577,388.52      736         65.40
North Carolina                       10        5,655,019.24      1.21        565,501.92      743         71.91
Ohio                                  3        2,373,800.00      0.51        791,266.67      701         70.14
Pennsylvania                          3        3,500,000.00      0.75      1,166,666.67      777         68.67
Rhode Island                          1          950,000.00      0.20        950,000.00      740         76.00
South Carolina                       15        9,725,499.72      2.09        648,366.65      747         68.50
Tennessee                             2        1,097,330.00      0.24        548,665.00      763         52.56
Texas                                11        7,055,963.00      1.51        641,451.18      763         63.61
Utah                                  4        2,737,456.70      0.59        684,364.18      744         63.86
Virginia                             19       11,673,018.33      2.51        614,369.39      754         73.06
Washington                            6        3,740,511.65      0.80        623,418.61      762         76.38
Wyoming                               1          425,000.00      0.09        425,000.00      775         70.83
                                    ---     ---------------    ------     -------------      ---         -----
TOTAL:                              739     $465,796,413.67    100.00%    $  630,306.38      746         69.05%
                                    ===     ===============    ======     =============      ===         =====


(1)  As of the Cut-off Date, no more than approximately 0.84% of the Group 5
     Mortgage Loans are expected to be secured by mortgaged properties in any
     one five-digit postal zip code.


                                      A-30



   CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE GROUP 5 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 5        STATED      WEIGHTED      WEIGHTED
                                  GROUP 5    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN            MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
PRINCIPAL BALANCES ($)             LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

0.01 - 50,000.00                      1     $     38,663.00      0.01%    $   38,663.00      788         16.33%
100,000.01 - 150,000.00               2          277,462.03      0.06        138,731.02      808         80.00
200,000.01 - 250,000.00               3          696,250.00      0.15        232,083.33      762         65.38
250,000.01 - 300,000.00               1          252,000.00      0.05        252,000.00      779         80.00
300,000.01 - 350,000.00               2          635,992.55      0.14        317,996.28      748         75.13
350,000.01 - 400,000.00               1          385,000.00      0.08        385,000.00      751         59.69
400,000.01 - 450,000.00              73       31,672,997.12      6.80        433,876.67      742         69.76
450,000.01 - 500,000.00             154       74,235,708.02     15.94        482,050.05      743         70.34
500,000.01 - 550,000.00             114       60,391,952.48     12.97        529,753.97      748         71.07
550,000.01 - 600,000.00             103       59,840,598.98     12.85        580,976.69      748         71.20
600,000.01 - 650,000.00              69       43,514,016.31      9.34        630,637.92      736         71.05
650,000.01 - 700,000.00              34       23,126,859.20      4.97        680,201.74      747         68.32
700,000.01 - 750,000.00              34       24,806,261.08      5.33        729,595.91      745         71.58
750,000.01 - 800,000.00              25       19,462,735.97      4.18        778,509.44      759         70.79
800,000.01 - 850,000.00              16       13,305,143.74      2.86        831,571.48      744         64.40
850,000.01 - 900,000.00              24       21,178,025.01      4.55        882,417.71      751         68.54
900,000.01 - 950,000.00              16       14,858,216.59      3.19        928,638.54      739         68.10
950,000.01 - 1,000,000.00            43       42,577,460.45      9.14        990,173.50      742         66.83
1,000,000.01 - 1,500,000.00          20       25,316,071.14      5.44      1,265,803.56      754         62.86
1,500,000.01 - 2,000,000.00           1        1,700,000.00      0.36      1,700,000.00      777         53.13
2,000,000.01 - 2,500,000.00           2        4,725,000.00      1.01      2,362,500.00      758         46.30
2,500,000.01 - 3,000,000.00           1        2,800,000.00      0.60      2,800,000.00      803         46.67
                                    ---     ---------------    ------     -------------      ---         -----
TOTAL:                              739     $465,796,413.67    100.00%    $  630,306.38      746         69.05%
                                    ===     ===============    ======     =============      ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Group 5 Mortgage Loans is expected to be approximately $630,306.


                                      A-31



         ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 5 MORTGAGE LOANS (1)



                                                                  % OF        AVERAGE
                                 NUMBER OF       AGGREGATE      GROUP 5       STATED       WEIGHTED     WEIGHTED
                                  GROUP 5     STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
ORIGINAL LOAN-TO-VALUE           MORTGAGE        PRINCIPAL     PRINCIPAL   BALANCE AS OF    CREDIT      ORIGINAL
RATIOS (%)                         LOANS          BALANCE       BALANCE    CUT-OFF DATE      SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   -------------   --------   -------------

10.01 - 15.00                         1      $    625,000.00      0.13%     $625,000.00       692         13.74%
15.01 - 20.00                         2           538,663.00      0.12       269,331.50       788         19.74
20.01 - 25.00                         1           539,000.00      0.12       539,000.00       808         24.50
25.01 - 30.00                         4         2,968,000.00      0.64       742,000.00       731         26.79
30.01 - 35.00                         6         4,091,324.56      0.88       681,887.43       727         32.63
35.01 - 40.00                        11         9,385,100.00      2.01       853,190.91       754         37.72
40.01 - 45.00                        17        11,049,411.12      2.37       649,965.36       742         42.72
45.01 - 50.00                        39        27,011,980.76      5.80       692,614.89       762         47.53
50.01 - 55.00                        26        18,270,068.80      3.92       702,694.95       750         52.92
55.01 - 60.00                        38        24,535,568.48      5.27       645,672.85       744         57.62
60.01 - 65.00                        62        39,424,130.08      8.46       635,873.07       746         63.08
65.01 - 70.00                       100        65,177,778.63     13.99       651,777.79       735         68.37
70.01 - 75.00                        84        59,256,616.42     12.72       705,435.91       745         73.73
75.01 - 80.00                       347       202,383,965.59     43.45       583,239.09       748         79.39
85.01 - 90.00                         1           539,806.23      0.12       539,806.23       762         90.00
                                    ---      ---------------    ------      -----------       ---         -----
TOTAL:                              739      $465,796,413.67    100.00%     $630,306.38       746         69.05%
                                    ===      ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Group 5 Mortgage Loans is expected to be approximately
     69.05%.

        CURRENT MORTGAGE INTEREST RATES OF THE GROUP 5 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 5         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 5    STATED CUT-OFF     CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
CURRENT MORTGAGE INTEREST         MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
RATES (%)                          LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

4.751 - 5.000                         1      $    460,147.71      0.10%       $460,147.71        777         53.57%
5.001 - 5.250                         7         5,226,204.06      1.12         746,600.58        754         60.54
5.251 - 5.500                        20        12,621,710.44      2.71         631,085.52        750         71.14
5.501 - 5.750                        73        46,469,003.23      9.98         636,561.69        756         70.22
5.751 - 6.000                       218       135,345,742.24     29.06         620,852.03        748         67.90
6.001 - 6.250                       245       153,612,604.59     32.98         626,990.22        745         69.26
6.251 - 6.500                       127        80,237,486.84     17.23         631,791.23        743         70.53
6.501 - 6.750                        35        22,526,921.24      4.84         643,626.32        730         65.98
6.751 - 7.000                         7         4,958,000.00      1.06         708,285.71        734         77.20
7.001 - 7.250                         4         2,789,593.32      0.60         697,398.33        749         79.39
7.251 - 7.500                         2         1,549,000.00      0.33         774,500.00        764         53.88
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              739      $465,796,413.67    100.00%       $630,306.38        746         69.05%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Group 5 Mortgage Loans is expected to be approximately 6.120% per
     annum.


                                      A-32



                 GROSS MARGINS OF THE GROUP 5 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 5         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 5    STATED CUT-OFF     CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                 MORTGAGE       PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
GROSS MARGIN (%)                   LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

2.001 - 2.250                       739      $465,796,413.67    100.00%       $630,306.38        746         69.05%
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              739      $465,796,413.67    100.00%       $630,306.38        746         69.05%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Group 5
     Mortgage Loans is expected to be approximately 2.250% per annum.

                 RATE CEILINGS OF THE GROUP 5 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 5         AVERAGE       WEIGHTED     WEIGHTED
                                  GROUP 5    STATED CUT-OFF     CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                 MORTGAGE       PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
RATE CEILINGS (%)                  LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

9.751 - 10.000                        1      $    460,147.71      0.10%       $460,147.71        777         53.57%
10.001 - 10.250                       7         5,226,204.06      1.12         746,600.58        754         60.54
10.251 - 10.500                      20        12,621,710.44      2.71         631,085.52        750         71.14
10.501 - 10.750                      72        45,956,003.23      9.87         638,277.82        756         70.17
10.751 - 11.000                     218       135,345,742.24     29.06         620,852.03        748         67.90
11.001 - 11.250                     245       153,612,604.59     32.98         626,990.22        745         69.26
11.251 - 11.500                     127        80,237,486.84     17.23         631,791.23        743         70.53
11.501 - 11.750                      36        23,039,921.24      4.95         639,997.81        731         66.18
11.751 - 12.000                       7         4,958,000.00      1.06         708,285.71        734         77.20
12.001 - 12.250                       4         2,789,593.32      0.60         697,398.33        749         79.39
12.251 - 12.500                       2         1,549,000.00      0.33         774,500.00        764         53.88
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              739      $465,796,413.67    100.00%       $630,306.38        746         69.05%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Group 5
     Mortgage Loans is expected to be approximately 11.121% per annum.


                                      A-33



          FIRST RATE ADJUSTMENT DATE OF THE GROUP 5 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 5        STATED      WEIGHTED      WEIGHTED
                                  GROUP 5    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
FIRST RATE                       MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
ADJUSTMENT DATE                    LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

August 1, 2015                        2     $  1,980,000.00      0.43%     $990,000.00       768         47.34%
September 1, 2015                     1          640,000.00      0.14       640,000.00       803         80.00
October 1, 2015                       2        1,523,778.41      0.33       761,889.21       763         77.22
November 1, 2015                      8        3,144,286.58      0.68       393,035.82       769         68.31
December 1, 2015                     79       45,619,415.60      9.79       577,460.96       746         68.19
January 1, 2016                     241      144,587,924.61     31.04       599,949.89       746         68.59
February 1, 2016                    149       98,641,532.67     21.18       662,023.71       744         69.06
March 1, 2016                       121       82,496,941.80     17.71       681,792.91       747         69.03
April 1, 2016                       136       87,162,534.00     18.71       640,900.99       746         70.60
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              739     $465,796,413.67    100.00%     $630,306.38       746         69.05%
                                    ===     ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average number of months to the First
     Rate Adjustment Date for the Group 5 Mortgage Loans is expected to be
     approximately 118 months.

                REMAINING TERMS OF THE GROUP 5 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 5        STATED      WEIGHTED      WEIGHTED
                                  GROUP 5    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
REMAINING TERM (MONTHS)            LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

281 - 300                             1     $    650,000.00     0.14%      $650,000.00       800         50.00%
341 - 360                           738      465,146,413.67     99.86       630,279.69       746         69.08
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              739     $465,796,413.67    100.00%     $630,306.38       746         69.05%
                                    ===     ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Group 5 Mortgage Loans is expected to be approximately 358
     months.

         CREDIT SCORING OF MORTGAGORS OF THE GROUP 5 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 5        STATED      WEIGHTED      WEIGHTED
                                  GROUP 5    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
CREDIT SCORES                      LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

801 - 850                            36     $ 23,461,965.03      5.04%     $651,721.25       805         60.90%
751 - 800                           354      225,404,409.57     48.39       636,735.62       774         69.12
701 - 750                           229      144,545,831.57     31.03       631,204.50       728         71.64
651 - 700                           103       63,259,411.71     13.58       614,169.05       679         67.10
601 - 650                            16        8,651,441.73      1.86       540,715.11       643         59.87
Not Scored                            1          473,354.06      0.10       473,354.06         0         80.00
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              739     $465,796,413.67    100.00%     $630,306.38       746         69.05%
                                    ===     ===============    ======      ===========       ===         =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).


                                      A-34



  ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE GROUP 5 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 5        STATED      WEIGHTED      WEIGHTED
                                  GROUP 5    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
ORIGINAL                         MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
DEBT-TO-INCOME RATIOS (%)          LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

5.01 - 10.00                          6     $  3,702,779.01      0.79%     $617,129.84       753         73.22%
10.01 - 15.00                         7        4,435,200.00      0.95       633,600.00       757         71.80
15.01 - 20.00                        24       16,900,748.82      3.63       704,197.87       759         66.11
20.01 - 25.00                        52       33,283,520.55      7.15       640,067.70       747         69.02
25.01 - 30.00                        81       48,668,277.05     10.45       600,842.93       758         67.58
30.01 - 35.00                       118       71,933,079.62     15.44       609,602.37       754         69.54
35.01 - 40.00                       163       93,952,755.25     20.17       576,397.27       743         70.64
40.01 - 45.00                       175      116,687,064.09     25.05       666,783.22       742         67.85
45.01 - 50.00                        76       51,077,634.16     10.97       672,074.13       739         70.45
50.01 - 55.00                        29       19,570,728.54      4.20       674,852.71       732         69.10
55.01 - 60.00                         6        3,698,544.21      0.79       616,424.04       729         62.70
60.01 - 65.00                         1          890,000.00      0.19       890,000.00       654         69.94
85.01 - 90.00                         1          996,082.37      0.21       996,082.37       774         71.43
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              739     $465,796,413.67    100.00%     $630,306.38       746         69.05%
                                    ===     ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Group 5 Mortgage Loans is expected to be approximately 36.77%.

           MONTHS SINCE ORIGINATION OF THE GROUP 5 MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 5        STATED      WEIGHTED      WEIGHTED
                                  GROUP 5    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
MONTHS SINCE ORIGINATION           LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

1 - 6                               734     $461,652,635.26     99.11%     $628,954.54       746         69.10%
7 - 12                                5        4,143,778.41      0.89       828,755.68       772         63.37
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              739     $465,796,413.67    100.00%     $630,306.38       746         69.05%
                                    ===     ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Group 5 Mortgage Loans is expected to be approximately 3 months.


                                      A-35



                                  LOAN GROUP 6A

      OCCUPANCY OF MORTGAGED PROPERTIES OF THE GROUP 6A MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 6A       STATED      WEIGHTED      WEIGHTED
                                 GROUP 6A    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
OCCUPANCY                          LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Primary Residence                   351     $100,552,197.38     78.07%     $286,473.50       710         72.20%
Investor Property                    94       24,008,855.03     18.64       255,413.35       727         62.70
Second Home                          16        4,230,668.45      3.28       264,416.78       710         73.94
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              461     $128,791,720.86    100.00%     $279,374.67       713         70.49%
                                    ===     ===============    ======      ===========       ===         =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

                  PROPERTY TYPES OF THE GROUP 6A MORTGAGE LOANS



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 6A       STATED      WEIGHTED      WEIGHTED
                                 GROUP 6A    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
PROPERTY TYPE                      LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Single Family Residence             248     $ 66,839,377.31     51.90%     $269,513.62       710         69.91%
PUD                                  90       23,850,690.32     18.52       265,007.67       711         73.82
Condominium                          73       18,366,340.37     14.26       251,593.70       725         73.12
2-Family                             24        8,481,234.54      6.59       353,384.77       714         66.47
3-Family                             10        4,721,147.62      3.67       472,114.76       710         66.02
4-Family                              9        4,662,472.53      3.62       518,052.50       742         64.09
Townhouse                             7        1,870,458.17      1.45       267,208.31       683         68.13
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              461     $128,791,720.86    100.00%     $279,374.67       713         70.49%
                                    ===     ===============    ======      ===========       ===         =====


              MORTGAGE LOAN PURPOSE OF THE GROUP 6A MORTGAGE LOANS



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 6A       STATED      WEIGHTED      WEIGHTED
                                 GROUP 6A    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
PURPOSE                            LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Purchase                            216     $ 60,075,766.41     46.65%     $278,128.55       721         76.41%
Refinance-Cashout                   197       55,861,041.49     43.37       283,558.59       707         64.50
Refinance-Rate/Term                  48       12,854,912.96      9.98       267,810.69       704         68.82
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              461     $128,791,720.86    100.00%     $279,374.67       713         70.49%
                                    ===     ===============    ======      ===========       ===         =====



                                      A-36



              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                       OF THE GROUP 6A MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 6A       STATED      WEIGHTED      WEIGHTED
                                 GROUP 6A    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Arizona                              22     $  4,289,912.62      3.33%     $194,996.03       716         72.66%
California                          214       68,883,911.67     53.48       321,887.44       720         66.50
Colorado                             15        2,841,971.75      2.21       189,464.78       712         79.70
Connecticut                           4        1,306,730.14      1.01       326,682.54       715         72.56
Delaware                              2          683,464.99      0.53       341,732.50       774         79.54
District of Columbia                  1          417,000.00      0.32       417,000.00       652         63.86
Florida                              38        7,107,112.94      5.52       187,029.29       714         72.49
Georgia                               3          492,269.76      0.38       164,089.92       712         82.96
Hawaii                                6        2,031,162.37      1.58       338,527.06       729         71.27
Illinois                              9        2,243,003.69      1.74       249,222.63       708         72.26
Maryland                             22        5,944,175.89      4.62       270,189.81       673         78.29
Massachusetts                         4        1,102,173.09      0.86       275,543.27       682         79.55
Michigan                              4          818,124.70      0.64       204,531.18       687         75.37
Minnesota                             2          452,501.25      0.35       226,250.63       676         78.15
Missouri                              4        1,107,641.02      0.86       276,910.26       725         80.68
Nevada                               10        2,418,928.03      1.88       241,892.80       723         75.90
New Hampshire                         1           99,395.18      0.08        99,395.18       785         80.00
New Jersey                           12        3,406,091.76      2.64       283,840.98       694         75.47
New York                             21        7,515,561.54      5.84       357,883.88       698         76.13
North Carolina                        2          484,123.28      0.38       242,061.64       726         79.64
Ohio                                  3          216,388.80      0.17        72,129.60       781         68.45
Oregon                                5        1,407,615.97      1.09       281,523.19       743         74.34
Pennsylvania                          4          695,711.65      0.54       173,927.91       662         75.84
Rhode Island                          1          360,000.00      0.28       360,000.00       743         58.54
South Carolina                        2          380,000.00      0.30       190,000.00       756         80.00
Tennessee                             1          191,974.00      0.15       191,974.00       712         80.00
Texas                                 6        1,089,025.92      0.85       181,504.32       723         71.71
Utah                                  5          762,962.87      0.59       152,592.57       738         73.54
Virginia                             29        8,279,132.17      6.43       285,487.32       704         74.89
Washington                            8        1,614,857.85      1.25       201,857.23       688         72.11
Wisconsin                             1          148,795.96      0.12       148,795.96       751         80.00
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              461     $128,791,720.86    100.00%     $279,374.67       713         70.49%
                                    ===     ===============    ======      ===========       ===         =====


(1)  As of the Cut-off Date, no more than approximately 0.93% of the Group 6A
     Mortgage Loans are expected to be secured by mortgaged properties in any
     one five-digit postal zip code.


                                      A-37



   CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6A        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN             MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PRINCIPAL BALANCES ($)             LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

0.01 - 50,000.00                      3      $    124,555.71      0.10%       $ 41,518.57        750         63.77%
50,000.01 - 100,000.00               14         1,260,229.80      0.98          90,016.41        739         59.40
100,000.01 - 150,000.00              52         6,943,494.60      5.39         133,528.74        711         69.72
150,000.01 - 200,000.00              68        11,904,518.42      9.24         175,066.45        713         66.96
200,000.01 - 250,000.00              51        11,695,591.88      9.08         229,325.33        698         70.99
250,000.01 - 300,000.00              68        18,740,587.30     14.55         275,596.87        710         71.64
300,000.01 - 350,000.00              74        24,218,892.13     18.80         327,282.33        708         70.69
350,000.01 - 400,000.00              83        31,426,239.95     24.40         378,629.40        720         72.38
400,000.01 - 450,000.00              31        12,888,660.55     10.01         415,763.24        715         68.80
450,000.01 - 500,000.00               3         1,432,499.38      1.11         477,499.79        776         52.45
500,000.01 - 550,000.00               7         3,669,842.71      2.85         524,263.24        689         76.03
550,000.01 - 600,000.00               3         1,745,608.43      1.36         581,869.48        756         66.85
600,000.01 - 650,000.00               2         1,265,000.00      0.98         632,500.00        778         76.57
700,000.01 - 750,000.00               2         1,476,000.00      1.15         738,000.00        708         67.87
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Group 6A Mortgage Loans is expected to be approximately $279,375.

        ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6A        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL LOAN-TO-VALUE            MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

15.01 - 20.00                         3      $    368,909.73      0.29%       $122,969.91        753         18.33%
25.01 - 30.00                         3           654,634.79      0.51         218,211.60        694         26.71
30.01 - 35.00                         5         1,316,168.14      1.02         263,233.63        747         32.54
35.01 - 40.00                         2           261,691.78      0.20         130,845.89        745         38.04
40.01 - 45.00                        19         4,270,319.80      3.32         224,753.67        739         42.80
45.01 - 50.00                        22         6,619,440.75      5.14         300,883.67        739         47.97
50.01 - 55.00                        20         4,844,949.32      3.76         242,247.47        722         52.36
55.01 - 60.00                        29         9,317,881.47      7.23         321,306.26        727         57.23
60.01 - 65.00                        57        15,254,021.13     11.84         267,614.41        711         63.59
65.01 - 70.00                        26         7,703,137.80      5.98         296,274.53        701         69.13
70.01 - 75.00                        31        10,338,588.27      8.03         333,502.85        705         74.02
75.01 - 80.00                       227        63,886,721.59     49.60         281,439.30        710         79.73
80.01 - 85.00                         1           309,667.00      0.24         309,667.00        641         81.92
85.01 - 90.00                        13         3,319,648.47      2.58         255,357.57        695         89.14
90.01 - 95.00                         3           325,940.82      0.25         108,646.94        723         95.00
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Group 6A Mortgage Loans is expected to be approximately
     70.49%.


                                      A-38



       CURRENT MORTGAGE INTEREST RATES OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6A        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE INTEREST         MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATES (%)                          LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

5.001 - 5.250                         2      $    668,117.15      0.52%       $334,058.58        803         64.30%
5.251 - 5.500                         3           600,400.00      0.47         200,133.33        772         58.51
5.501 - 5.750                        12         3,859,662.70      3.00         321,638.56        754         66.91
5.751 - 6.000                        53        15,093,744.91     11.72         284,787.64        729         64.94
6.001 - 6.250                       131        38,409,856.81     29.82         293,205.01        718         64.52
6.251 - 6.500                       108        30,320,013.60     23.54         280,740.87        702         72.89
6.501 - 6.750                        73        18,786,790.97     14.59         257,353.30        706         75.51
6.751 - 7.000                        48        12,778,521.79      9.92         266,219.20        704         78.32
7.001 - 7.250                        17         4,572,346.97      3.55         268,961.59        706         78.65
7.251 - 7.500                         9         2,796,181.88      2.17         310,686.88        716         79.32
7.501 - 7.750                         3           470,184.08      0.37         156,728.03        652         80.00
7.751 - 8.000                         1           358,000.00      0.28         358,000.00        656         76.99
8.251 - 8.500                         1            77,900.00      0.06          77,900.00        744         95.00
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Group 6A Mortgage Loans is expected to be approximately 6.417% per
     annum.

                GROSS MARGINS OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6A        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GROSS MARGIN (%)                   LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

2.001 - 2.250                        85      $ 24,504,012.03     19.03%       $288,282.49        729         75.48%
2.501 - 2.750                       365       101,666,564.47     78.94         278,538.53        710         68.78
3.251 - 3.500                         3           627,869.76      0.49         209,289.92        707         88.84
3.501 - 3.750                         6         1,467,874.60      1.14         244,645.77        710         90.41
3.751 - 4.000                         2           525,400.00      0.41         262,700.00        704         90.33
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Group 6A
     Mortgage Loans is expected to be approximately 2.672% per annum.


                                      A-39



                RATE CEILINGS OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6A        AVERAGE        WEIGHTED     WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATE CEILINGS (%)                  LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

10.001 - 10.250                       2      $    668,117.15      0.52%       $334,058.58        803         64.30%
10.251 - 10.500                       2           455,400.00      0.35         227,700.00        762         63.56
10.501 - 10.750                      12         3,859,662.70      3.00         321,638.56        754         66.91
10.751 - 11.000                      38         9,928,188.38      7.71         261,268.12        723         64.56
11.001 - 11.250                      94        27,619,753.55     21.45         293,827.17        721         63.81
11.251 - 11.500                      61        16,993,037.41     13.19         278,574.38        700         74.51
11.501 - 11.750                      40        10,087,521.86      7.83         252,188.05        711         76.32
11.751 - 12.000                      21         6,864,980.57      5.33         326,903.84        739         69.23
12.001 - 12.250                      41        12,185,085.12      9.46         297,197.20        706         67.85
12.251 - 12.500                      51        14,435,017.25     11.21         283,039.55        706         71.16
12.501 - 12.750                      34         8,843,065.19      6.87         260,090.15        700         74.65
12.751 - 13.000                      43        11,437,097.75      8.88         265,979.02        698         78.03
13.001 - 13.250                      13         3,177,365.11      2.47         244,412.70        727         78.22
13.251 - 13.500                       6         1,833,140.82      1.42         305,523.47        716         78.96
13.501 - 13.750                       2           326,388.00      0.25         163,194.00        665         80.00
14.251 - 14.500                       1            77,900.00      0.06          77,900.00        744         95.00
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Group 6A
     Mortgage Loans is expected to be approximately 11.842% per annum.

          FIRST RATE ADJUSTMENT DATE OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6A        AVERAGE        WEIGHTED     WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
FIRST RATE                        MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
ADJUSTMENT DATE                    LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

June 1, 2015                          1      $    120,452.51      0.09%       $120,452.51        729         90.00%
July 1, 2015                          7         2,199,662.67      1.71         314,237.52        716         86.34
August 1, 2015                        2           306,400.00      0.24         153,200.00        721         89.80
September 1, 2015                     3           596,969.76      0.46         198,989.92        673         90.57
October 1, 2015                      18         6,235,530.73      4.84         346,418.37        741         74.83
November 1, 2015                     23         6,585,475.31      5.11         286,325.01        723         77.94
December 1, 2015                     14         4,017,929.28      3.12         286,994.95        716         69.81
January 1, 2016                     208        55,395,266.05     43.01         266,323.39        716         70.21
February 1, 2016                    177        51,054,921.79     39.64         288,445.89        708         68.32
March 1, 2016                         8         2,279,112.76      1.77         284,889.10        676         69.36
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average number of months to the First
     Rate Adjustment Date for the Group 6A Mortgage Loans is expected to be
     approximately 117 months.


                                      A-40



               REMAINING TERMS OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6A        AVERAGE        WEIGHTED     WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
REMAINING TERM (MONTHS)            LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

341 - 360                           461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Group 6A Mortgage Loans is expected to be approximately 357
     months.

         CREDIT SCORING OF MORTGAGORS OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6A        AVERAGE        WEIGHTED     WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
CREDIT SCORES                      LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

801 - 850                            14      $  3,837,602.31      2.98%       $274,114.45        805         63.41%
751 - 800                           109        30,871,645.07     23.97         283,226.10        773         66.56
701 - 750                           137        38,169,084.46     29.64         278,606.46        725         71.28
651 - 700                           145        41,430,980.41     32.17         285,730.90        677         72.60
601 - 650                            56        14,482,408.61     11.24         258,614.44        636         72.57
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).

 ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6A        AVERAGE        WEIGHTED     WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
ORIGINAL DEBT-TO-INCOME           MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

5.01 - 10.00                          1      $    200,000.00      0.16%       $200,000.00        783         56.50%
10.01 - 15.00                         2           372,990.00      0.29         186,495.00        752         79.54
15.01 - 20.00                        10         3,440,454.02      2.67         344,045.40        715         71.07
20.01 - 25.00                         9         2,767,157.86      2.15         307,461.98        729         66.83
25.01 - 30.00                        26         6,803,895.24      5.28         261,688.28        713         72.62
30.01 - 35.00                        62        17,547,562.50     13.62         283,025.20        717         72.37
35.01 - 40.00                        85        24,518,563.64     19.04         288,453.69        716         75.38
40.01 - 45.00                       104        29,854,332.39     23.18         287,060.89        706         75.80
45.01 - 50.00                        21         5,988,481.05      4.65         285,165.76        711         76.91
50.01 - 55.00                         3           592,709.06      0.46         197,569.69        695         79.08
60.01 - 65.00                         1           153,802.14      0.12         153,802.14        700         80.00
Not Scored                          137        36,551,772.96     28.38         266,801.26        714         60.54
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Group 6A Mortgage Loans is expected to be approximately 37.09%.


                                      A-41



           MONTHS SINCE ORIGINATION OF THE GROUP 6A MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6A        AVERAGE        WEIGHTED     WEIGHTED
                                  GROUP 6A    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL   AVERAGE       AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
MONTHS SINCE ORIGINATION           LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

1 - 6                               420      $116,109,639.02     90.15%       $276,451.52        712         69.89%
7 - 12                               35        10,597,414.84      8.23         302,783.28        734         78.29
13 - 18                               5         1,684,667.00      1.31         336,933.40        696         62.65
19 - 24                               1           400,000.00      0.31         400,000.00        665         70.80
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              461      $128,791,720.86    100.00%       $279,374.67        713         70.49%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Group 6A Mortgage Loans is expected to be approximately 4 months.


                                      A-42



                                  LOAN GROUP 6B

      OCCUPANCY OF MORTGAGED PROPERTIES OF THE GROUP 6B MORTGAGE LOANS (1)



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 6B       STATED      WEIGHTED      WEIGHTED
                                 GROUP 6B    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
OCCUPANCY                          LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Primary Residence                   440     $286,775,391.15     89.44%     $651,762.25       713         70.47%
Investor Property                    36       23,955,279.28      7.47       665,424.42       743         66.88
Second Home                          16        9,909,953.49      3.09       619,372.09       727         71.88
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              492     $320,640,623.92    100.00%     $651,708.59       715         70.24%
                                    ===     ===============    ======      ===========       ===         =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

                  PROPERTY TYPES OF THE GROUP 6B MORTGAGE LOANS



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 6B       STATED      WEIGHTED      WEIGHTED
                                 GROUP 6B    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
PROPERTY TYPE                      LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Single Family Residence             321     $209,123,292.91     65.22%     $651,474.43       712         69.42%
PUD                                 109       69,468,795.59     21.67       637,328.40       717         73.29
Condominium                          41       26,287,021.19      8.20       641,146.86       731         70.53
2-Family                             15       11,105,464.75      3.46       740,364.32       716         67.70
4-Family                              3        2,704,049.48      0.84       901,349.83       760         68.42
Townhouse                             2        1,190,000.00      0.37       595,000.00       692         68.58
3-Family                              1          762,000.00      0.24       762,000.00       754         54.43
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              492     $320,640,623.92    100.00%     $651,708.59       715         70.24%
                                    ===     ===============    ======      ===========       ===         =====


              MORTGAGE LOAN PURPOSE OF THE GROUP 6B MORTGAGE LOANS



                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 6B       STATED      WEIGHTED      WEIGHTED
                                 GROUP 6B    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
PURPOSE                            LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Refinance-Cashout                   233     $153,737,645.13     47.95%     $659,818.22       712         67.06%
Purchase                            200      122,736,799.35     38.28       613,684.00       720         76.47
Refinance-Rate/Term                  59       44,166,179.44     13.77       748,579.31       716         64.00
                                    ---     ---------------    ------      -----------       ---         -----
TOTAL:                              492     $320,640,623.92    100.00%     $651,708.59       715         70.24%
                                    ===     ===============    ======      ===========       ===         =====



                                      A-43



              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                       OF THE GROUP 6B MORTGAGE LOANS (1)


                                  NUMBER                         % OF        AVERAGE
                                    OF         AGGREGATE       GROUP 6B       STATED      WEIGHTED      WEIGHTED
                                 GROUP 6B    STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS        BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   --------   ---------------   ---------   -------------   --------   -------------

Arizona                               9     $  6,368,567.88      1.99%    $  707,618.65      728         74.36%
California                          365      238,003,208.51     74.23        652,063.58      718         69.45
Colorado                             12        7,986,678.16      2.49        665,556.51      721         72.19
Connecticut                           1          584,000.00      0.18        584,000.00      637         80.00
Florida                              18       10,977,080.76      3.42        609,837.82      716         71.37
Georgia                               4        2,210,015.00      0.69        552,503.75      703         74.66
Hawaii                                3        2,342,911.95      0.73        780,970.65      687         58.38
Idaho                                 1          490,000.00      0.15        490,000.00      777         67.59
Illinois                              3        4,269,500.00      1.33      1,423,166.67      750         62.91
Maryland                              9        4,563,807.13      1.42        507,089.68      670         77.04
Massachusetts                         2          977,854.39      0.30        488,927.20      729         84.85
Michigan                              1          959,951.93      0.30        959,951.93      708         80.00
Nevada                               13        7,598,486.69      2.37        584,498.98      723         72.15
New Hampshire                         1          740,000.00      0.23        740,000.00      787         80.00
New Jersey                            4        2,114,750.00      0.66        528,687.50      654         77.54
New York                             22       16,272,727.24      5.08        739,669.42      689         69.76
Oregon                                1          448,713.40      0.14        448,713.40      640         78.26
Texas                                 3        2,456,597.44      0.77        818,865.81      711         73.47
Virginia                             15        7,895,193.97      2.46        526,346.26      711         77.47
Washington                            5        3,380,579.47      1.05        676,115.89      708         78.18
                                    ---     ---------------    ------     -------------      ---         -----
TOTAL:                              492     $320,640,623.92    100.00%    $  651,708.59      715         70.24%
                                    ===     ===============    ======     =============      ===         =====


(1)  As of the Cut-off Date, no more than approximately 1.39% of the Group 6B
     Mortgage Loans are expected to be secured by mortgaged properties in any
     one five-digit postal zip code.


                                      A-44



   CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6B        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6B    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN             MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PRINCIPAL BALANCES ($)             LOANS          BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

400,000.01 - 450,000.00              53       $23,088,939.54       7.20%     $  435,640.37       716         77.93%
450,000.01 - 500,000.00              87        41,355,434.65      12.90         475,349.82       711         74.16
500,000.01 - 550,000.00              69        36,352,340.93      11.34         526,845.52       708         72.31
550,000.01 - 600,000.00              70        40,565,948.00      12.65         579,513.54       706         75.02
600,000.01 - 650,000.00              61        38,576,943.62      12.03         632,408.91       705         71.27
650,000.01 - 700,000.00              22        15,029,762.22       4.69         683,171.01       723         68.40
700,000.01 - 750,000.00              31        22,763,352.93       7.10         734,301.71       714         64.73
750,000.01 - 800,000.00              14        10,959,063.14       3.42         782,790.22       730         69.47
800,000.01 - 850,000.00              19        15,814,628.36       4.93         832,348.86       732         67.41
850,000.01 - 900,000.00              11         9,673,670.78       3.02         879,424.62       724         69.82
900,000.01 - 950,000.00              11        10,162,881.64       3.17         923,898.33       707         68.12
950,000.01 - 1,000,000.00            27        26,628,114.13       8.30         986,226.45       723         64.84
1,000,000.01 - 1,500,000.00          10        13,547,543.98       4.23       1,354,754.40       728         67.87
1,500,000.01 - 2,000,000.00           4         7,122,000.00       2.22       1,780,500.00       742         53.04
2,500,000.01 - 3,000,000.00           3         9,000,000.00       2.81       3,000,000.00       734         57.18
                                    ---      ---------------     ------      -------------       ---         -----
TOTAL:                              492      $320,640,623.92     100.00%     $  651,708.59       715         70.24%
                                    ===      ===============     ======      =============       ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Group 6B Mortgage Loans is expected to be approximately $651,709.

        ORIGINAL LOAN-TO-VALUE RATIOS OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6B        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6B    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL LOAN-TO-VALUE            MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS          BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

25.01 - 30.00                         1      $    534,999.46       0.17%      $534,999.46        789         28.92%
30.01 - 35.00                         4         3,709,000.00       1.16        927,250.00        732         33.67
35.01 - 40.00                         6         3,876,983.69       1.21        646,163.95        736         36.91
40.01 - 45.00                         7         5,511,700.00       1.72        787,385.71        719         43.21
45.01 - 50.00                        10         9,899,907.16       3.09        989,990.72        735         49.34
50.01 - 55.00                        16        11,358,109.89       3.54        709,881.87        726         52.57
55.01 - 60.00                        39        31,573,635.78       9.85        809,580.40        719         58.27
60.01 - 65.00                        53        39,345,952.18      12.27        742,376.46        719         63.34
65.01 - 70.00                        43        30,754,732.39       9.59        715,226.33        712         68.69
70.01 - 75.00                        67        46,130,396.10      14.39        688,513.37        716         74.27
75.01 - 80.00                       236       133,258,049.91      41.56        564,652.75        710         79.68
85.01 - 90.00                         7         3,281,807.36       1.02        468,829.62        725         89.84
90.01 - 95.00                         3         1,405,350.00       0.44        468,450.00        729         94.20
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              492      $320,640,623.92     100.00%      $651,708.59        715         70.24%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Group 6B Mortgage Loans is expected to be approximately
     70.24%.


                                      A-45



       CURRENT MORTGAGE INTEREST RATES OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6B        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6B    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE INTEREST         MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATES (%)                          LOANS          BALANCE       BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

4.751 - 5.000                         1      $    560,669.84       0.17%      $560,669.84        791         79.94%
5.001 - 5.250                         2         1,572,000.00       0.49        786,000.00        705         58.46
5.251 - 5.500                         2         1,024,724.17       0.32        512,362.09        724         80.00
5.501 - 5.750                        15         9,998,778.90       3.12        666,585.26        734         70.74
5.751 - 6.000                        62        41,569,027.02      12.96        670,468.18        732         66.06
6.001 - 6.250                       161       110,432,504.71      34.44        685,916.18        720         68.12
6.251 - 6.500                       128        80,568,205.72      25.13        629,439.11        711         71.93
6.501 - 6.750                        68        41,404,393.97      12.91        608,888.15        701         72.89
6.751 - 7.000                        33        22,422,265.92       6.99        679,462.60        704         72.95
7.001 - 7.250                         9         5,181,147.67       1.62        575,683.07        708         77.32
7.251 - 7.500                         9         4,970,120.00       1.55        552,235.56        688         79.81
7.501 - 7.750                         1           463,600.00       0.14        463,600.00        690         95.00
7.751 - 8.000                         1           473,186.00       0.15        473,186.00        631         80.00
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              492      $320,640,623.92     100.00%      $651,708.59        715         70.24%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Group 6B Mortgage Loans is expected to be approximately 6.345% per
     annum.

                GROSS MARGINS OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6B        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6B    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GROSS MARGIN (%)                   LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

2.001 - 2.250                        80      $ 50,310,024.39      15.69%      $628,875.30        730         72.04%
2.501 - 2.750                       409       268,926,505.64      83.87        657,522.02        712         69.80
3.501 - 3.750                         1           473,866.89       0.15        473,866.89        798         90.00
3.751 - 4.000                         2           930,227.00       0.29        465,113.50        758         91.48
                                    ---      ---------------     ------       -----------        ---         -----
Total:                              492      $320,640,623.92     100.00%      $651,708.59        715         70.24%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Group 6B
     Mortgage Loans is expected to be approximately 2.676% per annum.


                                      A-46



                RATE CEILINGS OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6B        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6B    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATE CEILINGS (%)                  LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

9.751 - 10.000                        1      $    560,669.84       0.17%      $560,669.84        791         79.94%
10.001 - 10.250                       1           572,000.00       0.18        572,000.00        720         77.82
10.251 - 10.500                       2         1,024,724.17       0.32        512,362.09        724         80.00
10.501 - 10.750                      10         6,910,853.63       2.16        691,085.36        734         71.25
10.751 - 11.000                      39        28,908,244.36       9.02        741,237.03        741         62.52
11.001 - 11.250                     119        84,841,379.14      26.46        712,952.77        725         66.75
11.251 - 11.500                      77        50,292,604.71      15.69        653,150.71        710         70.16
11.501 - 11.750                      36        21,571,058.44       6.73        599,196.07        697         73.68
11.751 - 12.000                      39        23,284,955.16       7.26        597,050.13        710         73.73
12.001 - 12.250                      48        29,461,375.75       9.19        613,778.66        708         72.41
12.251 - 12.500                      58        33,961,721.01      10.59        585,546.91        710         75.39
12.501 - 12.750                      38        23,384,860.80       7.29        615,391.07        709         72.16
12.751 - 13.000                      18        12,271,279.42       3.83        681,737.75        697         72.95
13.001 - 13.250                       4         2,310,897.49       0.72        577,724.37        668         75.47
13.251 - 13.500                       2         1,284,000.00       0.40        642,000.00        680         80.00
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              492      $320,640,623.92     100.00%      $651,708.59        715         70.24%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Group 6B
     Mortgage Loans is expected to be approximately 11.694% per annum.

          FIRST RATE ADJUSTMENT DATE OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF      AGGREGATE       GROUP 6B        AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP 6B    STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
FIRST RATE ADJUSTMENT DATE         LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

July 1, 2015                          4      $  1,840,538.88       0.57%      $460,134.72        749         90.75%
August 1, 2015                        1           537,600.00       0.17        537,600.00        757         59.73
September 1, 2015                     4         2,305,945.64       0.72        576,486.41        743         70.38
October 1, 2015                      14         8,444,751.86       2.63        603,196.56        707         76.75
November 1, 2015                     26        14,230,868.37       4.44        547,341.09        710         77.29
December 1, 2015                     21        14,150,316.36       4.41        673,824.59        723         74.29
January 1, 2016                     222       143,647,667.63      44.80        647,061.57        718         70.32
February 1, 2016                    180       122,689,500.17      38.26        681,608.33        712         68.03
March 1, 2016                        20        12,793,435.01       3.99        639,671.75        709         71.45
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              492      $320,640,623.92     100.00%      $651,708.59        715         70.24%
                                    ===      ===============     ======       ===========        ===         =====



(1)  As of the Cut-off Date, the weighted average number of months to the First
     Rate Adjustment Date for the Group 6B Mortgage Loans is expected to be
     approximately 117 months.


                                      A-47



               REMAINING TERMS OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6B        AVERAGE        WEIGHTED     WEIGHTED
                                 GROUP 6B    STATED CUT-OFF     CUT-OFF    STATED PRINCIPAL    AVERAGE     AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
REMAINING TERM (MONTHS)            LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

341 - 360                           492      $320,640,623.92    100.00%       $651,708.59        715         70.24%
------------------------------      ---      ---------------    ------        -----------        ---         -----
TOTAL:                              492      $320,640,623.92    100.00%       $651,708.59        715         70.24%
==============================      ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Group 6B Mortgage Loans is expected to be approximately 357
     months.

         CREDIT SCORING OF MORTGAGORS OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6B        AVERAGE        WEIGHTED     WEIGHTED
                                 GROUP 6B    STATED CUT-OFF     CUT-OFF    STATED PRINCIPAL    AVERAGE     AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
CREDIT SCORES                      LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

801 - 850                             7      $  4,675,430.72      1.46%       $667,918.67        806         64.87%
751 - 800                           125        84,329,665.82     26.30         674,637.33        774         68.33
701 - 750                           143        94,322,344.94     29.42         659,596.82        726         71.07
651 - 700                           170       111,051,063.00     34.63         653,241.55        678         70.72
601 - 650                            47        26,262,119.44      8.19         558,768.50        637         72.33
------------------------------      ---      ---------------    ------        -----------        ---         -----
TOTAL:                              492      $320,640,623.92    100.00%       $651,708.59        715         70.24%
==============================      ===      ===============    ======        ===========        ===         =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).

 ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6B        AVERAGE        WEIGHTED     WEIGHTED
                                 GROUP 6B    STATED CUT-OFF     CUT-OFF    STATED PRINCIPAL    AVERAGE     AVERAGE
ORIGINAL DEBT-TO-INCOME          MORTGAGE      PRINCIPAL       PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

1.01 - 5.00                          1       $    529,850.00      0.17%     $   529,850.00       743         79.70%
5.01 - 10.00                         1            427,988.75      0.13          427,988.75       722         80.00
10.01 - 15.00                        1            450,500.00      0.14          450,500.00       651         68.78
15.01 - 20.00                        7          7,341,471.97      2.29        1,048,781.71       739         70.00
20.01 - 25.00                       17         12,930,629.52      4.03          760,625.27       734         66.51
25.01 - 30.00                       18         12,106,155.09      3.78          672,564.17       703         71.83
30.01 - 35.00                       49         31,845,888.10      9.93          649,916.08       718         70.47
35.01 - 40.00                      109         66,425,866.88     20.72          609,411.62       717         74.41
40.01 - 45.00                      124         79,584,447.80     24.82          641,810.06       703         74.76
45.01 - 50.00                       25         15,263,547.39      4.76          610,541.90       713         74.41
50.01 - 55.00                        3          1,665,409.24      0.52          555,136.41       717         75.61
55.01 - 60.00                        1            567,700.00      0.18          567,700.00       666         74.11
60.01 - 65.00                        1            592,000.00      0.18          592,000.00       784         80.00
Not Scored                         135         90,909,169.18     28.35          673,401.25       721         62.52
------------------------------     ---       ---------------    ------      --------------       ---         -----
TOTAL:                             492       $320,640,623.92    100.00%     $   651,708.59       715         70.24%
==============================     ===       ===============    ======      ==============       ===         =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Group 6B Mortgage Loans is expected to be approximately 37.37%.


                                      A-48



           MONTHS SINCE ORIGINATION OF THE GROUP 6B MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF      AGGREGATE      GROUP 6B        AVERAGE        WEIGHTED     WEIGHTED
                                 GROUP 6B    STATED CUT-OFF     CUT-OFF    STATED PRINCIPAL    AVERAGE     AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL     BALANCE AS OF     CREDIT      ORIGINAL
MONTHS SINCE ORIGINATION           LOANS         BALANCE        BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

1 - 6                               459      $300,782,264.69     93.81%       $655,299.05        715        69.96%
7 - 12                               28        15,838,111.38      4.94         565,646.84        717        76.98
13 - 18                               3         2,622,747.85      0.82         874,249.28        713        65.65
19 - 24                               2         1,397,500.00      0.44         698,750.00        705        64.01
------------------------------      ---      ---------------    ------        -----------        ---        ------
TOTAL:                              492      $320,640,623.92    100.00%       $651,708.59        715        70.24%
==============================      ===      ===============    ======        ===========        ===        ======


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Group 6B Mortgage Loans is expected to be approximately 4 months.


                                      A-49



                             AGGREGATE LOAN GROUP X

  OCCUPANCY OF MORTGAGED PROPERTIES OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE       AGGREGATE      GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
OCCUPANCY                          LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Primary Residence                   407      $236,041,130.39      88.21%      $579,953.64        745         72.89%
Second Home                          48        29,956,142.71      11.19        624,086.31        750         72.71
Investor Property                     4         1,604,253.89       0.60        401,063.47        738         64.78
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              459      $267,601,526.99     100.00%      $583,009.86        745         72.82%
                                    ===      ===============     ======       ===========        ===         =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

             PROPERTY TYPES OF THE AGGREGATE GROUP X MORTGAGE LOANS



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE       AGGREGATE      GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PROPERTY TYPE                      LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Single Family Residence             264      $151,359,323.59      56.56%      $573,330.77        743         71.53%
PUD                                 132        79,311,257.42      29.64        600,842.86        744         73.99
Condominium                          60        35,324,513.06      13.20        588,741.88        759         75.65
2-Family                              2           998,432.92       0.37        499,216.46        751         70.90
Townhouse                             1           608,000.00       0.23        608,000.00        663         80.00
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              459      $267,601,526.99     100.00%      $583,009.86        745         72.82%
                                    ===      ===============     ======       ===========        ===         =====


          MORTGAGE LOAN PURPOSE OF THE AGGREGATE GROUP X MORTGAGE LOANS



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE       AGGREGATE      GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PURPOSE                            LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Purchase                            314      $184,116,500.23      68.80%      $586,358.28        751         75.42%
Refinance-Rate/Term                  73        43,378,993.60      16.21        594,232.79        732         66.57
Refinance-Cashout                    72        40,106,033.16      14.99        557,028.24        735         67.65
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              459      $267,601,526.99     100.00%      $583,009.86        745         72.82%
                                    ===      ===============     ======       ===========        ===         =====



                                      A-50



              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                   OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE       AGGREGATE      GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE       PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Arizona                              11      $  5,624,293.17       2.10%      $511,299.38        761         73.55%
California                          230       136,157,214.69      50.88        591,987.89        745         72.69
Colorado                              3         1,730,500.00       0.65        576,833.33        727         72.69
Connecticut                           1           688,000.00       0.26        688,000.00        741         80.00
District of Columbia                  5         3,039,200.00       1.14        607,840.00        774         74.37
Florida                              57        35,541,624.62      13.28        623,537.27        749         71.63
Georgia                               9         3,920,088.11       1.46        435,565.35        755         79.45
Hawaii                                1           800,000.00       0.30        800,000.00        765         66.67
Illinois                             12         7,804,518.34       2.92        650,376.53        763         74.34
Louisiana                             1           431,007.72       0.16        431,007.72        708         80.00
Maryland                             21        10,753,760.69       4.02        512,083.84        725         75.02
Massachusetts                         3         1,423,932.92       0.53        474,644.31        733         80.00
Minnesota                             1           659,294.41       0.25        659,294.41        761         80.00
Missouri                              2           587,000.00       0.22        293,500.00        691         82.85
Nevada                                8         5,488,420.00       2.05        686,052.50        726         67.60
New Jersey                            3         1,567,942.00       0.59        522,647.33        706         56.43
New York                              4         2,175,000.00       0.81        543,750.00        749         65.24
North Carolina                       15         8,062,292.92       3.01        537,486.19        763         77.86
Oklahoma                              1           500,000.00       0.19        500,000.00        795         62.50
Oregon                                2         1,163,750.00       0.43        581,875.00        705         73.91
Pennsylvania                          3         1,813,857.51       0.68        604,619.17        758         70.93
Rhode Island                          1           530,000.00       0.20        530,000.00        773         51.04
South Carolina                       11         7,183,500.00       2.68        653,045.45        733         73.14
Tennessee                             1           479,423.25       0.18        479,423.25        687         53.81
Texas                                 6         3,792,990.39       1.42        632,165.07        747         76.17
Utah                                  1           626,400.00       0.23        626,400.00        739         80.00
Vermont                               1           475,000.00       0.18        475,000.00        755         76.00
Virginia                             30        15,984,537.80       5.97        532,817.93        751         75.19
Washington                           15         8,597,978.45       3.21        573,198.56        741         68.79
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              459      $267,601,526.99     100.00%      $583,009.86        745         72.82%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, no more than approximately 0.97% of the Aggregate
     Group X Mortgage Loans are expected to be secured by mortgaged properties
     in any one five-digit postal zip code.


                                      A-51



        CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE AGGREGATE GROUP X
                               MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE       AGGREGATE      GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN            MORTGAGE        PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
PRINCIPAL BALANCES ($)             LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

100,000.01 - 150,000.00               4      $    544,185.72      0.20%      $  136,046.43      741         72.72%
150,000.01 - 200,000.00               5           869,889.81      0.33          173,977.96      737         66.67
250,000.01 - 300,000.00               3           813,125.00      0.30          271,041.67      764         76.67
300,000.01 - 350,000.00               2           628,400.00      0.23          314,200.00      739         74.88
350,000.01 - 400,000.00               3         1,154,832.88      0.43          384,944.29      722         79.86
400,000.01 - 450,000.00              55        23,834,847.09      8.91          433,360.86      736         74.09
450,000.01 - 500,000.00             100        48,031,286.21     17.95          480,312.86      743         70.96
500,000.01 - 550,000.00              63        32,947,981.72     12.31          522,983.84      737         74.24
550,000.01 - 600,000.00              63        36,474,014.66     13.63          578,952.61      748         75.49
600,000.01 - 650,000.00              49        31,003,749.88     11.59          632,729.59      743         75.70
650,000.01 - 700,000.00              37        25,111,650.27      9.38          678,693.25      750         73.94
700,000.01 - 750,000.00              15        10,960,526.21      4.10          730,701.75      732         71.92
750,000.01 - 800,000.00              12         9,347,581.94      3.49          778,965.16      754         74.95
800,000.01 - 850,000.00              14        11,569,551.33      4.32          826,396.52      755         65.48
850,000.01 - 900,000.00               6         5,264,500.00      1.97          877,416.67      747         76.30
900,000.01 - 950,000.00               5         4,637,454.27      1.73          927,490.85      742         70.12
950,000.01 - 1,000,000.00            16        15,766,950.00      5.89          985,434.38      771         67.44
1,000,000.01 - 1,500,000.00           7         8,641,000.00      3.23        1,234,428.57      760         66.36
                                    ---      ---------------    ------       -------------      ---         -----
TOTAL:                              459      $267,601,526.99    100.00%      $  583,009.86      745         72.82%
                                    ===      ===============    ======       =============      ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Aggregate Group X Mortgage Loans is expected to be approximately $583,010.


                                      A-52



    ORIGINAL LOAN-TO-VALUE RATIOS OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE       AGGREGATE      GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL LOAN-TO-VALUE           MORTGAGE        PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

5.01 - 10.00                          2      $  1,303,000.00      0.49%       $651,500.00        803          8.15%
20.01 - 25.00                         2         1,597,000.64      0.60         798,500.32        787         21.85
25.01 - 30.00                         2         1,145,000.00      0.43         572,500.00        738         26.82
30.01 - 35.00                         5         2,727,000.00      1.02         545,400.00        755         32.54
35.01 - 40.00                         4         2,327,001.16      0.87         581,750.29        731         37.76
40.01 - 45.00                         7         3,737,000.00      1.40         533,857.14        728         41.91
45.01 - 50.00                        12         7,337,122.72      2.74         611,426.89        756         47.93
50.01 - 55.00                         5         2,199,363.49      0.82         439,872.70        706         52.92
55.01 - 60.00                        19        10,919,699.40      4.08         574,721.02        742         57.80
60.01 - 65.00                        20        13,127,438.86      4.91         656,371.94        765         62.43
65.01 - 70.00                        40        26,107,525.94      9.76         652,688.15        748         68.13
70.01 - 75.00                        49        31,986,177.97     11.95         652,779.14        744         74.33
75.01 - 80.00                       288       161,328,435.81     60.29         560,168.18        744         79.62
85.01 - 90.00                         4         1,759,761.00      0.66         439,940.25        715         89.07
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              459      $267,601,526.99    100.00%       $583,009.86        745         72.82%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Aggregate Group X Mortgage Loans is expected to be
     approximately 72.82%.

   CURRENT MORTGAGE INTEREST RATES OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE       AGGREGATE      GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE INTEREST        MORTGAGE        PRINCIPAL     PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATES (%)                          LOANS          BALANCE       BALANCE      CUT-OFF DATE      SCORE     LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

4.251 - 4.500                         2        $1,162,379.33      0.43%      $581,189.67         704         80.00%
4.501 - 4.750                         6         4,411,746.26      1.65        735,291.04         722         73.42
4.751 - 5.000                        21        11,782,866.56      4.40        561,088.88         744         72.78
5.001 - 5.250                        20        10,746,251.30      4.02        537,312.57         758         76.50
5.251 - 5.500                        30        17,331,936.63      6.48        577,731.22         760         76.20
5.501 - 5.750                        84        50,394,437.72     18.83        599,933.78         750         70.70
5.751 - 6.000                       132        77,604,007.11     29.00        587,909.14         743         73.23
6.001 - 6.250                        84        49,011,629.93     18.32        583,471.78         743         72.89
6.251 - 6.500                        51        28,354,161.54     10.60        555,963.95         738         71.72
6.501 - 6.750                        17        10,019,145.93      3.74        589,361.53         753         74.46
6.751 - 7.000                         9         5,091,564.68      1.90        565,729.41         743         68.40
7.001 - 7.250                         3         1,691,400.00      0.63        563,800.00         731         72.87
                                    ---      ---------------    ------       -----------         ---         -----
TOTAL:                              459      $267,601,526.99    100.00%      $583,009.86         745         72.82%
                                    ===      ===============    ======       ===========         ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Aggregate Group X Mortgage Loans is expected to be approximately
     5.910% per annum.


                                      A-53



            GROSS MARGINS OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



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

2.001 - 2.250                       459      $267,601,526.99    100.00%     $583,009.86       745        72.82%
                                    ---      ---------------    ------      -----------       ---        -----
TOTAL:                              459      $267,601,526.99    100.00%     $583,009.86       745        72.82%
                                    ===      ===============    ======      ===========       ===        =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Aggregate
     Group X Mortgage Loans is expected to be approximately 2.250% per annum.

            RATE CEILINGS OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE      AVERAGE
                                 AGGREGATE      AGGREGATE       GROUP X        STATED      WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE       PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
RATE CEILINGS (%)                  LOANS         BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   -------------   --------   -------------

9.251 - 9.500                         3      $  1,860,573.73     0.70%      $620,191.24       733        74.90%
9.501 - 9.750                         5         3,713,551.86     1.39        742,710.37       711        74.73
9.751 - 10.000                       21        11,782,866.56     4.40        561,088.88       744        72.78
10.001 - 10.250                      20        10,746,251.30     4.02        537,312.57       758        76.50
10.251 - 10.500                      29        16,851,936.63     6.30        581,101.26       760        76.09
10.501 - 10.750                      79        47,849,884.07    17.88        605,694.74       751        70.63
10.751 - 11.000                     116        68,853,084.53    25.73        593,561.07       742        73.02
11.001 - 11.250                      79        46,296,828.93    17.30        586,035.81       742        73.03
11.251 - 11.500                      47        25,939,160.90     9.69        551,897.04       739        73.08
11.501 - 11.750                      19         9,917,249.58     3.71        521,960.50       748        72.74
11.751 - 12.000                      21        11,255,487.26     4.21        535,975.58       748        74.59
12.001 - 12.250                       7         3,526,201.00     1.32        503,743.00       744        69.28
12.251 - 12.500                       4         2,298,000.00     0.86        574,500.00       713        70.82
12.501 - 12.750                       3         2,646,450.00     0.99        882,150.00       758        78.38
12.751 - 13.000                       5         3,184,000.64     1.19        636,800.13       761        55.95
13.001 - 13.250                       1           880,000.00     0.33        880,000.00       735        80.00
                                    ---      ---------------    ------      -----------       ---        -----
TOTAL:                              459      $267,601,526.99    100.00%     $583,009.86       745        72.82%
                                    ===      ===============    ======      ===========       ===        =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Aggregate
     Group X Mortgage Loans is expected to be approximately 10.997% per annum.


                                      A-54



     FIRST RATE ADJUSTMENT DATE OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE      AVERAGE
                                 AGGREGATE      AGGREGATE       GROUP X        STATED      WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF      PRINCIPAL      AVERAGE      AVERAGE
                                 MORTGAGE       PRINCIPAL      PRINCIPAL   BALANCE AS OF    CREDIT       ORIGINAL
FIRST RATE ADJUSTMENT DATE         LOANS         BALANCE        BALANCE     CUT-OFF DATE     SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   -------------   --------   -------------

December 1, 2008                      2      $    403,065.24      0.15%     $201,532.62       747        67.03%
February 1, 2009                      1           186,254.37      0.07       186,254.37       818        80.00
March 1, 2009                        18        10,030,285.62      3.75       557,238.09       736        73.68
April 1, 2009                        18        12,282,122.00      4.59       682,340.11       755        72.65
April 1, 2010                         1           455,658.35      0.17       455,658.35       656        79.42
September 1, 2010                     1           115,253.89      0.04       115,253.89       757        80.00
October 1, 2010                       1           394,400.00      0.15       394,400.00       733        80.00
November 1, 2010                      6         2,759,867.44      1.03       459,977.91       742        75.72
December 1, 2010                      6         1,698,488.29      0.63       283,081.38       710        73.00
January 1, 2011                       8         4,415,950.62      1.65       551,993.83       740        73.64
February 1, 2011                      3         1,602,000.00      0.60       534,000.00       727        64.37
March 1, 2011                       107        61,831,747.86     23.11       577,866.80       746        73.07
April 1, 2011                       232       137,409,577.40     51.35       592,282.66       747        73.21
January 1, 2013                       1           597,000.64      0.22       597,000.64       792        23.03
February 1, 2013                      1           698,194.40      0.26       698,194.40       781        66.40
March 1, 2013                        12         6,779,752.87      2.53       564,979.41       743        73.60
April 1, 2013                        41        25,941,908.00      9.69       632,729.46       742        70.89
                                    ---      ---------------    ------      -----------       ---        -----
TOTAL:                              459      $267,601,526.99    100.00%     $583,009.86       745        72.82%
                                    ===      ===============    ======      ===========       ===        =====


(1)  As of the Cut-off Date, the weighted average number of months to the First
     Rate Adjustment Date for the Aggregate Group X Mortgage Loans is expected
     to be approximately 61 months.

           REMAINING TERMS OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



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

341 - 360                           459      $267,601,526.99    100.00%     $583,009.86       745        72.82%
                                    ---      ---------------    ------      -----------       ---        -----
TOTAL:                              459      $267,601,526.99    100.00%     $583,009.86       745        72.82%
                                    ===      ===============    ======      ===========       ===        =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Aggregate Group X Mortgage Loans is expected to be
     approximately 360 months.


                                      A-55



    CREDIT SCORING OF MORTGAGORS OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE       AGGREGATE      GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
CREDIT SCORES                      LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

801 - 850                            24      $ 15,863,615.47      5.93%       $660,983.98        806         68.54%
751 - 800                           194       116,657,179.69     43.59         601,325.67        775         72.31
701 - 750                           174        98,144,974.93     36.68         564,051.58        727         74.09
651 - 700                            54        29,345,379.48     10.97         543,432.95        684         73.29
601 - 650                            12         7,130,377.42      2.66         594,198.12        633         72.11
Not Scored                            1           460,000.00      0.17         460,000.00          0         59.74
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              459      $267,601,526.99    100.00%       $583,009.86        745         72.82%
                                    ===      ===============    ======        ===========        ===         =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).

      ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE AGGREGATE GROUP X
                               MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL DEBT-TO-INCOME           MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

5.01 - 10.00                          2      $  1,000,000.00      0.37%       $500,000.00        802         60.12%
10.01 - 15.00                        11         6,480,175.00      2.42         589,106.82        763         64.44
15.01 - 20.00                        19        11,377,669.72      4.25         598,824.72        755         64.08
20.01 - 25.00                        33        19,824,151.07      7.41         600,731.85        744         70.62
25.01 - 30.00                        58        32,737,831.21     12.23         564,445.37        747         74.95
30.01 - 35.00                        64        37,374,102.98     13.97         583,970.36        747         76.47
35.01 - 40.00                        92        53,224,171.99     19.89         578,523.61        742         72.54
40.01 - 45.00                        90        54,832,011.34     20.49         609,244.57        749         73.49
45.01 - 50.00                        60        33,319,656.95     12.45         555,327.62        736         74.55
50.01 - 55.00                        15         9,372,772.28      3.50         624,851.49        753         67.39
55.01 - 60.00                        11         5,974,580.45      2.23         543,143.68        743         68.77
60.01 - 65.00                         3         1,667,404.00      0.62         555,801.33        710         71.04
65.01 - 70.00                         1           417,000.00      0.16         417,000.00        706         79.23
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              459      $267,601,526.99    100.00%       $583,009.86        745         72.82%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Aggregate Group X Mortgage Loans is expected to be approximately
     36.47%.


                                      A-56



      MONTHS SINCE ORIGINATION OF THE AGGREGATE GROUP X MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP X         AVERAGE       WEIGHTED      WEIGHTED
                                  GROUP X     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL     BALANCE AS OF     CREDIT       ORIGINAL
MONTHS SINCE ORIGINATION           LOANS         BALANCE        BALANCE      CUT-OFF DATE       SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

1 - 6                               454      $265,341,019.71     99.16%       $584,451.59        745         72.92%
7 - 12                                2           509,653.89      0.19         254,826.95        738         80.00
13 - 18                               3         1,750,853.39      0.65         583,617.80        752         55.00
                                    ---      ---------------    ------        -----------        ---         -----
TOTAL:                              459      $267,601,526.99    100.00%       $583,009.86        745         72.82%
                                    ===      ===============    ======        ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Aggregate Group X Mortgage Loans is expected to be approximately 2
     months.


                                      A-57



                             AGGREGATE LOAN GROUP 6

  OCCUPANCY OF MORTGAGED PROPERTIES OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
OCCUPANCY                          LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Primary Residence                   791      $387,327,588.53      86.18%      $489,668.25        712         70.92%
Investor Property                   130        47,964,134.31      10.67        368,954.88        735         64.79
Second Home                          32        14,140,621.94       3.15        441,894.44        722         72.50
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  Based solely on representations of the mortgagor at the time of origination
     of the related Mortgage Loan.

             PROPERTY TYPES OF THE AGGREGATE GROUP 6 MORTGAGE LOANS



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
PROPERTY TYPE                      LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Single Family Residence             569      $275,962,670.22      61.40%      $484,995.91        712         69.54%
PUD                                 199        93,319,485.91      20.76        468,942.14        716         73.43
Condominium                         114        44,653,361.56       9.94        391,696.15        728         71.60
2-Family                             39        19,586,699.29       4.36        502,223.06        715         67.17
4-Family                             12         7,366,522.01       1.64        613,876.83        749         65.68
3-Family                             11         5,483,147.62       1.22        498,467.97        716         64.41
Townhouse                             9         3,060,458.17       0.68        340,050.91        687         68.30
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


          MORTGAGE LOAN PURPOSE OF THE AGGREGATE GROUP 6 MORTGAGE LOANS



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
PURPOSE                            LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Refinance-Cashout                   430      $209,598,686.62      46.64%      $487,438.81        711         66.38%
Purchase                            416       182,812,565.76      40.68        439,453.28        720         76.45
Refinance-Rate/Term                 107        57,021,092.40      12.69        532,907.41        713         65.09
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====



                                      A-58



              GEOGRAPHICAL DISTRIBUTION OF THE MORTGAGE PROPERTIES
                   OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
GEOGRAPHIC AREA                    LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

Arizona                              31      $ 10,658,480.50       2.37%      $343,821.95        723         73.68%
California                          579       306,887,120.18      68.28        530,029.57        718         68.79
Colorado                             27        10,828,649.91       2.41        401,061.11        719         74.16
Connecticut                           5         1,890,730.14       0.42        378,146.03        691         74.86
Delaware                              2           683,464.99       0.15        341,732.50        774         79.54
District of Columbia                  1           417,000.00       0.09        417,000.00        652         63.86
Florida                              56        18,084,193.70       4.02        322,932.03        715         71.81
Georgia                               7         2,702,284.76       0.60        386,040.68        704         76.17
Hawaii                                9         4,374,074.32       0.97        486,008.26        707         64.36
Idaho                                 1           490,000.00       0.11        490,000.00        777         67.59
Illinois                             12         6,512,503.69       1.45        542,708.64        736         66.13
Maryland                             31        10,507,983.02       2.34        338,967.19        671         77.75
Massachusetts                         6         2,080,027.48       0.46        346,671.25        704         82.04
Michigan                              5         1,778,076.63       0.40        355,615.33        698         77.87
Minnesota                             2           452,501.25       0.10        226,250.63        676         78.15
Missouri                              4         1,107,641.02       0.25        276,910.26        725         80.68
Nevada                               23        10,017,414.72       2.23        435,539.77        723         73.06
New Hampshire                         2           839,395.18       0.19        419,697.59        787         80.00
New Jersey                           16         5,520,841.76       1.23        345,052.61        679         76.26
New York                             43        23,788,288.78       5.29        553,216.02        692         71.77
North Carolina                        2           484,123.28       0.11        242,061.64        726         79.64
Ohio                                  3           216,388.80       0.05         72,129.60        781         68.45
Oregon                                6         1,856,329.37       0.41        309,388.23        718         75.29
Pennsylvania                          4           695,711.65       0.15        173,927.91        662         75.84
Rhode Island                          1           360,000.00       0.08        360,000.00        743         58.54
South Carolina                        2           380,000.00       0.08        190,000.00        756         80.00
Tennessee                             1           191,974.00       0.04        191,974.00        712         80.00
Texas                                 9         3,545,623.36       0.79        393,958.15        714         72.93
Utah                                  5           762,962.87       0.17        152,592.57        738         73.54
Virginia                             44        16,174,326.14       3.60        367,598.32        708         76.15
Washington                           13         4,995,437.32       1.11        384,264.41        702         76.22
Wisconsin                             1           148,795.96       0.03        148,795.96        751         80.00
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, no more than approximately 1.15% of the Aggregate
     Group 6 Mortgage Loans are expected to be secured by mortgaged properties
     in any one five-digit postal zip code.


                                      A-59



        CURRENT MORTGAGE LOAN PRINCIPAL BALANCES OF THE AGGREGATE GROUP 6
                               MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE LOAN             MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
PRINCIPAL BALANCES ($)             LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

0.01 - 50,000.00                      3      $    124,555.71       0.03%    $   41,518.57        750         63.77%
50,000.01 - 100,000.00               14         1,260,229.80       0.28         90,016.41        739         59.40
100,000.01 - 150,000.00              52         6,943,494.60       1.54        133,528.74        711         69.72
150,000.01 - 200,000.00              68        11,904,518.42       2.65        175,066.45        713         66.96
200,000.01 - 250,000.00              51        11,695,591.88       2.60        229,325.33        698         70.99
250,000.01 - 300,000.00              68        18,740,587.30       4.17        275,596.87        710         71.64
300,000.01 - 350,000.00              74        24,218,892.13       5.39        327,282.33        708         70.69
350,000.01 - 400,000.00              83        31,426,239.95       6.99        378,629.40        720         72.38
400,000.01 - 450,000.00              84        35,977,600.09       8.01        428,304.76        716         74.66
450,000.01 - 500,000.00              90        42,787,934.03       9.52        475,421.49        713         73.44
500,000.01 - 550,000.00              76        40,022,183.64       8.91        526,607.68        706         72.65
550,000.01 - 600,000.00              73        42,311,556.43       9.41        579,610.36        708         74.68
600,000.01 - 650,000.00              63        39,841,943.62       8.86        632,411.80        707         71.44
650,000.01 - 700,000.00              22        15,029,762.22       3.34        683,171.01        723         68.40
700,000.01 - 750,000.00              33        24,239,352.93       5.39        734,525.85        714         64.92
750,000.01 - 800,000.00              14        10,959,063.14       2.44        782,790.22        730         69.47
800,000.01 - 850,000.00              19        15,814,628.36       3.52        832,348.86        732         67.41
850,000.01 - 900,000.00              11         9,673,670.78       2.15        879,424.62        724         69.82
900,000.01 - 950,000.00              11        10,162,881.64       2.26        923,898.33        707         68.12
950,000.01 - 1,000,000.00            27        26,628,114.13       5.92        986,226.45        723         64.84
1,000,000.01 - 1,500,000.00          10        13,547,543.98       3.01      1,354,754.40        728         67.87
1,500,000.01 - 2,000,000.00           4         7,122,000.00       1.58      1,780,500.00        742         53.04
2,500,000.01 - 3,000,000.00           3         9,000,000.00       2.00      3,000,000.00        734         57.18
                                    ---      ---------------     ------     -------------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%    $  471,597.42        715         70.31%
                                    ===      ===============     ======     =============        ===         =====


(1)  As of the Cut-off Date, the average outstanding principal balance of the
     Aggregate Group 6 Mortgage Loans is expected to be approximately $471,597.


                                      A-60



    ORIGINAL LOAN-TO-VALUE RATIOS OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL LOAN-TO-VALUE            MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

15.01 - 20.00                         3      $    368,909.73       0.08%      $122,969.91        753         18.33%
25.01 - 30.00                         4         1,189,634.25       0.26        297,408.56        737         27.70
30.01 - 35.00                         9         5,025,168.14       1.12        558,352.02        736         33.38
35.01 - 40.00                         8         4,138,675.47       0.92        517,334.43        737         36.98
40.01 - 45.00                        26         9,782,019.80       2.18        376,231.53        728         43.03
45.01 - 50.00                        32        16,519,347.91       3.68        516,229.62        737         48.79
50.01 - 55.00                        36        16,203,059.21       3.61        450,084.98        725         52.51
55.01 - 60.00                        68        40,891,517.25       9.10        601,345.84        721         58.03
60.01 - 65.00                       110        54,599,973.31      12.15        496,363.39        717         63.41
65.01 - 70.00                        69        38,457,870.19       8.56        557,360.44        710         68.78
70.01 - 75.00                        98        56,468,984.37      12.56        576,214.13        714         74.22
75.01 - 80.00                       463       197,144,771.50      43.87        425,798.64        710         79.70
80.01 - 85.00                         1           309,667.00       0.07        309,667.00        641         81.92
85.01 - 90.00                        20         6,601,455.83       1.47        330,072.79        710         89.49
90.01 - 95.00                         6         1,731,290.82       0.39        288,548.47        728         94.35
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Loan-to-Value Ratio at
     origination of the Aggregate Group 6 Mortgage Loans is expected to be
     approximately 70.31%.

   CURRENT MORTGAGE INTEREST RATES OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
CURRENT MORTGAGE INTEREST         MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
RATES (%)                          LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

4.751 - 5.000                         1      $    560,669.84       0.12%      $560,669.84        791         79.94%
5.001 - 5.250                         4         2,240,117.15       0.50        560,029.29        734         60.20
5.251 - 5.500                         5         1,625,124.17       0.36        325,024.83        742         72.06
5.501 - 5.750                        27        13,858,441.60       3.08        513,275.61        740         69.67
5.751 - 6.000                       115        56,662,771.93      12.61        492,719.76        731         65.76
6.001 - 6.250                       292       148,842,361.52      33.12        509,734.11        720         67.19
6.251 - 6.500                       236       110,888,219.32      24.67        469,865.34        708         72.19
6.501 - 6.750                       141        60,191,184.94      13.39        426,887.84        703         73.71
6.751 - 7.000                        81        35,200,787.71       7.83        434,577.63        704         74.90
7.001 - 7.250                        26         9,753,494.64       2.17        375,134.41        707         77.95
7.251 - 7.500                        18         7,766,301.88       1.73        431,461.22        698         79.63
7.501 - 7.750                         4           933,784.08       0.21        233,446.02        671         87.45
7.751 - 8.000                         2           831,186.00       0.18        415,593.00        642         78.70
8.251 - 8.500                         1            77,900.00       0.02         77,900.00        744         95.00
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Current Mortgage Interest Rate
     of the Aggregate Group 6 Mortgage Loans is expected to be approximately
     6.366% per annum.


                                      A-61



            GROSS MARGINS OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
GROSS MARGIN (%)                   LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

2.001 - 2.250                       165      $ 74,814,036.42      16.65%      $453,418.40        730         73.17%
2.501 - 2.750                       774       370,593,070.11      82.46        478,802.42        712         69.52
3.251 - 3.500                         3           627,869.76       0.14        209,289.92        707         88.84
3.501 - 3.750                         7         1,941,741.49       0.43        277,391.64        731         90.31
3.751 - 4.000                         4         1,455,627.00       0.32        363,906.75        739         91.07
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Gross Margin of the Aggregate
     Group 6 Mortgage Loans is expected to be approximately 2.675% per annum.

            RATE CEILINGS OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                 % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
RATE CEILINGS (%)                  LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

9.751 - 10.000                        1      $    560,669.84       0.12%      $560,669.84        791         79.94%
10.001 - 10.250                       3         1,240,117.15       0.28        413,372.38        765         70.53
10.251 - 10.500                       4         1,480,124.17       0.33        370,031.04        736         74.94
10.501 - 10.750                      22        10,770,516.33       2.40        489,568.92        741         69.70
10.751 - 11.000                      77        38,836,432.74       8.64        504,369.26        736         63.04
11.001 - 11.250                     213       112,461,132.69      25.02        527,986.54        724         66.03
11.251 - 11.500                     138        67,285,642.12      14.97        487,577.12        708         71.26
11.501 - 11.750                      76        31,658,580.30       7.04        416,560.27        702         74.52
11.751 - 12.000                      60        30,149,935.73       6.71        502,498.93        717         72.71
12.001 - 12.250                      89        41,646,460.87       9.27        467,937.76        707         71.08
12.251 - 12.500                     109        48,396,738.26      10.77        444,006.77        708         74.13
12.501 - 12.750                      72        32,227,925.99       7.17        447,610.08        707         72.85
12.751 - 13.000                      61        23,708,377.17       5.28        388,661.92        698         75.40
13.001 - 13.250                      17         5,488,262.60       1.22        322,838.98        702         77.06
13.251 - 13.500                       8         3,117,140.82       0.69        389,642.60        701         79.39
13.501 - 13.750                       2           326,388.00       0.07        163,194.00        665         80.00
14.251 - 14.500                       1            77,900.00       0.02         77,900.00        744         95.00
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Rate Ceiling of the Aggregate
     Group 6 Mortgage Loans is expected to be approximately 11.737% per annum.


                                      A-62



     FIRST RATE ADJUSTMENT DATE OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
FIRST RATE                        MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
ADJUSTMENT DATE                    LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

June 1, 2015                          1      $    120,452.51       0.03%      $120,452.51        729         90.00%
July 1, 2015                         11         4,040,201.55       0.90        367,291.05        731         88.35
August 1, 2015                        3           844,000.00       0.19        281,333.33        744         70.64
September 1, 2015                     7         2,902,915.40       0.65        414,702.20        728         74.53
October 1, 2015                      32        14,680,282.59       3.27        458,758.83        721         75.93
November 1, 2015                     49        20,816,343.68       4.63        424,823.34        715         77.49
December 1, 2015                     35        18,168,245.64       4.04        519,092.73        721         73.30
January 1, 2016                     430       199,042,933.68      44.29        462,890.54        718         70.29
February 1, 2016                    357       173,744,421.96      38.66        486,679.05        711         68.11
March 1, 2016                        28        15,072,547.77       3.35        538,305.28        704         71.13
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average number of months to the First
     Rate Adjustment Date for the Aggregate Group 6 Mortgage Loans is expected
     to be approximately 117 months.

           REMAINING TERMS OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
REMAINING TERM (MONTHS)            LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

341 - 360                           953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average remaining term to stated
     maturity of the Aggregate Group 6 Mortgage Loans is expected to be
     approximately 357 months.

    CREDIT SCORING OF MORTGAGORS OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
CREDIT SCORES                      LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

801 - 850                            21      $  8,513,033.03       1.89%      $405,382.53        805         64.21%
751 - 800                           234       115,201,310.89      25.63        492,313.29        773         67.86
701 - 750                           280       132,491,429.40      29.48        473,183.68        725         71.13
651 - 700                           315       152,482,043.41      33.93        484,069.98        677         71.23
601 - 650                           103        40,744,528.05       9.07        395,577.94        637         72.41
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  The scores shown are Bureau Credit Scores from Experian (FICO), Equifax
     (Beacon) and TransUnion (Empirica).


                                      A-63



  ORIGINAL DEBT-TO-INCOME RATIO OF MORTGAGORS OF THE AGGREGATE GROUP 6 MORTGAGE
                                    LOANS (1)


                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
ORIGINAL DEBT-TO-INCOME           MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
RATIOS (%)                         LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

1.01 - 5.00                           1      $    529,850.00       0.12%      $529,850.00        743         79.70%
5.01 - 10.00                          2           627,988.75       0.14        313,994.38        741         72.52
10.01 - 15.00                         3           823,490.00       0.18        274,496.67        697         73.65
15.01 - 20.00                        17        10,781,925.99       2.40        634,230.94        731         70.34
20.01 - 25.00                        26        15,697,787.38       3.49        603,761.05        733         66.57
25.01 - 30.00                        44        18,910,050.33       4.21        429,773.87        707         72.11
30.01 - 35.00                       111        49,393,450.60      10.99        444,986.04        718         71.14
35.01 - 40.00                       194        90,944,430.52      20.24        468,785.72        717         74.67
40.01 - 45.00                       228       109,438,780.19      24.35        479,994.65        704         75.05
45.01 - 50.00                        46        21,252,028.44       4.73        462,000.62        712         75.11
50.01 - 55.00                         6         2,258,118.30       0.50        376,353.05        711         76.53
55.01 - 60.00                         1           567,700.00       0.13        567,700.00        666         74.11
60.01 - 65.00                         2           745,802.14       0.17        372,901.07        767         80.00
Not Scored                          272       127,460,942.14      28.36        468,606.40        719         61.96
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Original Debt-to-Income Ratio
     of the Aggregate Group 6 Mortgage Loans is expected to be approximately
     37.29%.

      MONTHS SINCE ORIGINATION OF THE AGGREGATE GROUP 6 MORTGAGE LOANS (1)



                                                                  % OF
                                 NUMBER OF                     AGGREGATE
                                 AGGREGATE      AGGREGATE       GROUP 6        AVERAGE        WEIGHTED      WEIGHTED
                                  GROUP 6     STATED CUT-OFF    CUT-OFF    STATED PRINCIPAL    AVERAGE      AVERAGE
                                  MORTGAGE      PRINCIPAL      PRINCIPAL    BALANCE AS OF      CREDIT       ORIGINAL
MONTHS SINCE ORIGINATION           LOANS         BALANCE        BALANCE     CUT-OFF DATE        SCORE    LOAN-TO-VALUE
------------------------------   ---------   ---------------   ---------   ----------------   --------   -------------

1 - 6                               879      $416,891,903.71      92.76%      $474,279.75        714         69.94%
7 - 12                               63        26,435,526.22       5.88        419,611.53        724         77.51
13 - 18                               8         4,307,414.85       0.96        538,426.86        706         64.48
19 - 24                               3         1,797,500.00       0.40        599,166.67        696         65.52
                                    ---      ---------------     ------       -----------        ---         -----
TOTAL:                              953      $449,432,344.78     100.00%      $471,597.42        715         70.31%
                                    ===      ===============     ======       ===========        ===         =====


(1)  As of the Cut-off Date, the weighted average Months Since Origination of
     the Aggregate Group 6 Mortgage Loans is expected to be approximately 4
     months.


                                      A-64



                                   APPENDIX B

                                DECREMENT TABLES


                                       B-1



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                               CLASS 1-A-1
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100   100   100   100   100   100   100
April 20, 2007 ...............    100    87    74    67    61    48    35
April 20, 2008 ...............    100    75    53    43    33    17     2
April 20, 2009 ...............    100    64    36    24    14     0     0
April 20, 2010 ...............     99    55    24    13     4     0     0
April 20, 2011 ...............     99    46    14     4     0     0     0
April 20, 2012 ...............     99    38     7     0     0     0     0
April 20, 2013 ...............     98    31     *     0     0     0     0
April 20, 2014 ...............     97    26     0     0     0     0     0
April 20, 2015 ...............     97    20     0     0     0     0     0
April 20, 2016 ...............     95    15     0     0     0     0     0
April 20, 2017 ...............     92    11     0     0     0     0     0
April 20, 2018 ...............     89     6     0     0     0     0     0
April 20, 2019 ...............     85     3     0     0     0     0     0
April 20, 2020 ...............     82     0     0     0     0     0     0
April 20, 2021 ...............     78     0     0     0     0     0     0
April 20, 2022 ...............     74     0     0     0     0     0     0
April 20, 2023 ...............     69     0     0     0     0     0     0
April 20, 2024 ...............     64     0     0     0     0     0     0
April 20, 2025 ...............     59     0     0     0     0     0     0
April 20, 2026 ...............     53     0     0     0     0     0     0
April 20, 2027 ...............     47     0     0     0     0     0     0
April 20, 2028 ...............     40     0     0     0     0     0     0
April 20, 2029 ...............     33     0     0     0     0     0     0
April 20, 2030 ...............     27     0     0     0     0     0     0
April 20, 2031 ...............     19     0     0     0     0     0     0
April 20, 2032 ...............     11     0     0     0     0     0     0
April 20, 2033 ...............      3     0     0     0     0     0     0
April 20, 2034 ...............      0     0     0     0     0     0     0
April 20, 2035 ...............      0     0     0     0     0     0     0
April 20, 2036 ...............      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1) ....  19.59  5.29  2.58  2.01  1.61  1.11  0.82

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                       B-2



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 1-A-2
                                -------------------------------------------
                                  0%    10%    20%    25%   30%   40%   50%
                                -----  -----  -----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100    100    100   100   100   100   100
April 20, 2007 ...............    100    100    100   100   100   100   100
April 20, 2008 ...............    100    100    100   100   100   100   100
April 20, 2009 ...............    100    100    100   100   100    91    41
April 20, 2010 ...............    100    100    100   100   100    63    31
April 20, 2011 ...............    100    100    100   100    82    38    15
April 20, 2012 ...............    100    100    100    86    57    23     6
April 20, 2013 ...............    100    100    100    64    40    13     2
April 20, 2014 ...............    100    100     81    48    28     7     *
April 20, 2015 ...............    100    100     64    36    19     3     0
April 20, 2016 ...............    100    100     51    27    13     1     0
April 20, 2017 ...............    100    100     40    19     8     0     0
April 20, 2018 ...............    100    100     31    14     5     0     0
April 20, 2019 ...............    100    100     24    10     3     0     0
April 20, 2020 ...............    100     97     19     6     1     0     0
April 20, 2021 ...............    100     84     14     4     *     0     0
April 20, 2022 ...............    100     72     10     2     0     0     0
April 20, 2023 ...............    100     62      7     1     0     0     0
April 20, 2024 ...............    100     53      5     *     0     0     0
April 20, 2025 ...............    100     45      3     0     0     0     0
April 20, 2026 ...............    100     38      2     0     0     0     0
April 20, 2027 ...............    100     32      1     0     0     0     0
April 20, 2028 ...............    100     26      *     0     0     0     0
April 20, 2029 ...............    100     21      0     0     0     0     0
April 20, 2030 ...............    100     17      0     0     0     0     0
April 20, 2031 ...............    100     12      0     0     0     0     0
April 20, 2032 ...............    100      9      0     0     0     0     0
April 20, 2033 ...............    100      5      0     0     0     0     0
April 20, 2034 ...............     73      2      0     0     0     0     0
April 20, 2035 ...............     31      0      0     0     0     0     0
April 20, 2036 ...............      0      0      0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  28.57  19.29  11.03  8.72  7.09  4.96  3.49

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                       B-3



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                               CLASS 1-A-3
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100   100   100   100   100   100   100
April 20, 2007 ...............    100    89    79    74    68    58    47
April 20, 2008 ...............    100    80    62    54    46    33    21
April 20, 2009 ...............    100    71    49    39    31    18     8
April 20, 2010 ...............    100    64    39    30    23    12     6
April 20, 2011 ...............     99    57    31    22    16     7     3
April 20, 2012 ...............     99    50    25    17    11     4     1
April 20, 2013 ...............     98    45    20    12     8     3     *
April 20, 2014 ...............     98    40    16     9     5     1     *
April 20, 2015 ...............     97    36    12     7     4     1     0
April 20, 2016 ...............     96    32    10     5     2     *     0
April 20, 2017 ...............     94    28     8     4     2     0     0
April 20, 2018 ...............     91    25     6     3     1     0     0
April 20, 2019 ...............     88    21     5     2     1     0     0
April 20, 2020 ...............     85    19     4     1     *     0     0
April 20, 2021 ...............     82    16     3     1     *     0     0
April 20, 2022 ...............     79    14     2     *     0     0     0
April 20, 2023 ...............     75    12     1     *     0     0     0
April 20, 2024 ...............     71    10     1     *     0     0     0
April 20, 2025 ...............     67     9     1     0     0     0     0
April 20, 2026 ...............     62     7     *     0     0     0     0
April 20, 2027 ...............     57     6     *     0     0     0     0
April 20, 2028 ...............     52     5     *     0     0     0     0
April 20, 2029 ...............     46     4     0     0     0     0     0
April 20, 2030 ...............     41     3     0     0     0     0     0
April 20, 2031 ...............     35     2     0     0     0     0     0
April 20, 2032 ...............     28     2     0     0     0     0     0
April 20, 2033 ...............     21     1     0     0     0     0     0
April 20, 2034 ...............     14     *     0     0     0     0     0
April 20, 2035 ...............      6     0     0     0     0     0     0
April 20, 2036 ...............      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  21.33  7.99  4.21  3.30  2.67  1.85  1.34

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-4



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 1-M-1
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100    100   100   100   100   100   100
April 20, 2007 ...............    100    100   100   100   100   100   100
April 20, 2008 ...............    100    100   100   100   100   100   100
April 20, 2009 ...............    100    100   100   100   100   100   100
April 20, 2010 ...............    100    100    82    63    48    26    12
April 20, 2011 ...............    100    100    65    47    33    15     0
April 20, 2012 ...............    100    100    52    35    23     9     0
April 20, 2013 ...............    100     94    41    26    16     0     0
April 20, 2014 ...............    100     84    33    20    11     0     0
April 20, 2015 ...............    100     75    26    15     3     0     0
April 20, 2016 ...............    100     67    21    11     0     0     0
April 20, 2017 ...............    100     59    16     3     0     0     0
April 20, 2018 ...............    100     52    13     0     0     0     0
April 20, 2019 ...............    100     45    10     0     0     0     0
April 20, 2020 ...............    100     39     2     0     0     0     0
April 20, 2021 ...............    100     34     0     0     0     0     0
April 20, 2022 ...............    100     30     0     0     0     0     0
April 20, 2023 ...............    100     25     0     0     0     0     0
April 20, 2024 ...............    100     22     0     0     0     0     0
April 20, 2025 ...............    100     18     0     0     0     0     0
April 20, 2026 ...............    100     16     0     0     0     0     0
April 20, 2027 ...............    100     13     0     0     0     0     0
April 20, 2028 ...............    100     11     0     0     0     0     0
April 20, 2029 ...............     98      7     0     0     0     0     0
April 20, 2030 ...............     86      0     0     0     0     0     0
April 20, 2031 ...............     73      0     0     0     0     0     0
April 20, 2032 ...............     60      0     0     0     0     0     0
April 20, 2033 ...............     45      0     0     0     0     0     0
April 20, 2034 ...............     30      0     0     0     0     0     0
April 20, 2035 ...............     13      0     0     0     0     0     0
April 20, 2036 ...............      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1) ....  26.54  13.44  7.11  5.63  4.74  3.86  3.65

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.


                                       B-5



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 1-M-2
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100    100   100   100   100   100   100
April 20, 2007 ...............    100    100   100   100   100   100   100
April 20, 2008 ...............    100    100   100   100   100   100   100
April 20, 2009 ...............    100    100   100   100   100   100   100
April 20, 2010 ...............    100    100    82    63    48    26     9
April 20, 2011 ...............    100    100    65    47    33    15     0
April 20, 2012 ...............    100    100    52    35    23     *     0
April 20, 2013 ...............    100     94    41    26    16     0     0
April 20, 2014 ...............    100     84    33    20     6     0     0
April 20, 2015 ...............    100     75    26    14     0     0     0
April 20, 2016 ...............    100     67    21     4     0     0     0
April 20, 2017 ...............    100     59    16     0     0     0     0
April 20, 2018 ...............    100     52     9     0     0     0     0
April 20, 2019 ...............    100     45     2     0     0     0     0
April 20, 2020 ...............    100     39     0     0     0     0     0
April 20, 2021 ...............    100     34     0     0     0     0     0
April 20, 2022 ...............    100     30     0     0     0     0     0
April 20, 2023 ...............    100     25     0     0     0     0     0
April 20, 2024 ...............    100     22     0     0     0     0     0
April 20, 2025 ...............    100     18     0     0     0     0     0
April 20, 2026 ...............    100     16     0     0     0     0     0
April 20, 2027 ...............    100     10     0     0     0     0     0
April 20, 2028 ...............    100      4     0     0     0     0     0
April 20, 2029 ...............     98      0     0     0     0     0     0
April 20, 2030 ...............     86      0     0     0     0     0     0
April 20, 2031 ...............     73      0     0     0     0     0     0
April 20, 2032 ...............     60      0     0     0     0     0     0
April 20, 2033 ...............     45      0     0     0     0     0     0
April 20, 2034 ...............     30      0     0     0     0     0     0
April 20, 2035 ...............     10      0     0     0     0     0     0
April 20, 2036 ...............      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1) ....  26.52  13.27  6.97  5.52  4.63  3.74  3.46

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                       B-6



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 1-M-3
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........   100   100   100   100   100   100   100
April 20, 2007 ...............   100   100   100   100   100   100   100
April 20, 2008 ...............   100   100   100   100   100   100   100
April 20, 2009 ...............   100   100   100   100   100   100   100
April 20, 2010 ...............   100   100    82    63    48    26     0
April 20, 2011 ...............   100   100    65    47    33     3     0
April 20, 2012 ...............   100   100    52    35    23     0     0
April 20, 2013 ...............   100    94    41    26     7     0     0
April 20, 2014 ...............   100    84    33    20     0     0     0
April 20, 2015 ...............   100    75    26     0     0     0     0
April 20, 2016 ...............   100    67    21     0     0     0     0
April 20, 2017 ...............   100    59     6     0     0     0     0
April 20, 2018 ...............   100    52     0     0     0     0     0
April 20, 2019 ...............   100    45     0     0     0     0     0
April 20, 2020 ...............   100    39     0     0     0     0     0
April 20, 2021 ...............   100    34     0     0     0     0     0
April 20, 2022 ...............   100    30     0     0     0     0     0
April 20, 2023 ...............   100    25     0     0     0     0     0
April 20, 2024 ...............   100    22     0     0     0     0     0
April 20, 2025 ...............   100    17     0     0     0     0     0
April 20, 2026 ...............   100     3     0     0     0     0     0
April 20, 2027 ...............   100     0     0     0     0     0     0
April 20, 2028 ...............   100     0     0     0     0     0     0
April 20, 2029 ...............    98     0     0     0     0     0     0
April 20, 2030 ...............    86     0     0     0     0     0     0
April 20, 2031 ...............    73     0     0     0     0     0     0
April 20, 2032 ...............    60     0     0     0     0     0     0
April 20, 2033 ...............    45     0     0     0     0     0     0
April 20, 2034 ...............    30     0     0     0     0     0     0
April 20, 2035 ...............     0     0     0     0     0     0     0
April 20, 2036 ...............     0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1) ....   26.48 12.99 6.77  5.35  4.47  3.61  3.30

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.


                                      B-7



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 1-M-4
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100   100   100
April 20, 2009................    100    100   100   100   100   100   100
April 20, 2010................    100    100    82    63    48    26     0
April 20, 2011................    100    100    65    47    33     0     0
April 20, 2012................    100    100    52    35    17     0     0
April 20, 2013................    100     94    41    26     0     0     0
April 20, 2014................    100     84    33     3     0     0     0
April 20, 2015................    100     75    26     0     0     0     0
April 20, 2016................    100     67     7     0     0     0     0
April 20, 2017................    100     59     0     0     0     0     0
April 20, 2018................    100     52     0     0     0     0     0
April 20, 2019................    100     45     0     0     0     0     0
April 20, 2020................    100     39     0     0     0     0     0
April 20, 2021................    100     34     0     0     0     0     0
April 20, 2022................    100     30     0     0     0     0     0
April 20, 2023................    100     24     0     0     0     0     0
April 20, 2024................    100     11     0     0     0     0     0
April 20, 2025................    100      0     0     0     0     0     0
April 20, 2026................    100      0     0     0     0     0     0
April 20, 2027................    100      0     0     0     0     0     0
April 20, 2028................    100      0     0     0     0     0     0
April 20, 2029................     98      0     0     0     0     0     0
April 20, 2030................     86      0     0     0     0     0     0
April 20, 2031................     73      0     0     0     0     0     0
April 20, 2032................     60      0     0     0     0     0     0
April 20, 2033................     45      0     0     0     0     0     0
April 20, 2034................     30      0     0     0     0     0     0
April 20, 2035................      0      0     0     0     0     0     0
April 20, 2036................      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  26.42  12.67  6.55  5.17  4.33  3.49  3.18

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.


                                       B-8



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 1-M-5
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100   100   100
April 20, 2009................    100    100   100   100   100   100   100
April 20, 2010................    100    100    82    63    48     *     0
April 20, 2011................    100    100    65    47    20     0     0
April 20, 2012................    100    100    52    25     0     0     0
April 20, 2013................    100     94    41     1     0     0     0
April 20, 2014................    100     84    19     0     0     0     0
April 20, 2015................    100     75     1     0     0     0     0
April 20, 2016................    100     67     0     0     0     0     0
April 20, 2017................    100     59     0     0     0     0     0
April 20, 2018................    100     52     0     0     0     0     0
April 20, 2019................    100     45     0     0     0     0     0
April 20, 2020................    100     36     0     0     0     0     0
April 20, 2021................    100     22     0     0     0     0     0
April 20, 2022................    100     10     0     0     0     0     0
April 20, 2023................    100      0     0     0     0     0     0
April 20, 2024................    100      0     0     0     0     0     0
April 20, 2025................    100      0     0     0     0     0     0
April 20, 2026................    100      0     0     0     0     0     0
April 20, 2027................    100      0     0     0     0     0     0
April 20, 2028................    100      0     0     0     0     0     0
April 20, 2029................     98      0     0     0     0     0     0
April 20, 2030................     86      0     0     0     0     0     0
April 20, 2031................     73      0     0     0     0     0     0
April 20, 2032................     60      0     0     0     0     0     0
April 20, 2033................     45      0     0     0     0     0     0
April 20, 2034................     10      0     0     0     0     0     0
April 20, 2035................      0      0     0     0     0     0     0
April 20, 2036................      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  26.24  11.99  6.11  4.81  4.04  3.25  3.11

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                       B-9



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                               CLASS 1-M-6
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100   100   100   100   100   100   100
April 20, 2007................    100   100   100   100   100   100   100
April 20, 2008................    100   100   100   100   100   100   100
April 20, 2009................    100   100   100   100   100   100   100
April 20, 2010................    100   100    69    37    11     0     0
April 20, 2011................    100   100    41    10     0     0     0
April 20, 2012................    100   100    18     0     0     0     0
April 20, 2013................    100    90     *     0     0     0     0
April 20, 2014................    100    73     0     0     0     0     0
April 20, 2015................    100    58     0     0     0     0     0
April 20, 2016................    100    44     0     0     0     0     0
April 20, 2017................    100    30     0     0     0     0     0
April 20, 2018................    100    18     0     0     0     0     0
April 20, 2019................    100     7     0     0     0     0     0
April 20, 2020................    100     0     0     0     0     0     0
April 20, 2021................    100     0     0     0     0     0     0
April 20, 2022................    100     0     0     0     0     0     0
April 20, 2023................    100     0     0     0     0     0     0
April 20, 2024................    100     0     0     0     0     0     0
April 20, 2025................    100     0     0     0     0     0     0
April 20, 2026................    100     0     0     0     0     0     0
April 20, 2027................    100     0     0     0     0     0     0
April 20, 2028................    100     0     0     0     0     0     0
April 20, 2029................     96     0     0     0     0     0     0
April 20, 2030................     76     0     0     0     0     0     0
April 20, 2031................     55     0     0     0     0     0     0
April 20, 2032................     32     0     0     0     0     0     0
April 20, 2033................      7     0     0     0     0     0     0
April 20, 2034................      0     0     0     0     0     0     0
April 20, 2035................      0     0     0     0     0     0     0
April 20, 2036................      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  25.17  9.73  4.79  3.83  3.34  3.06  3.06

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-10



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                       CLASS 2-A-1 AND CLASS 2-A-2
                                ----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100   100   100   100   100   100   100
April 20, 2007................    100    89    79    74    69    58    48
April 20, 2008................    100    80    62    54    47    34    23
April 20, 2009................    100    71    49    40    32    20    11
April 20, 2010................     98    63    39    30    22    12     5
April 20, 2011................     97    56    30    22    15     7     3
April 20, 2012................     96    49    24    16    11     4     1
April 20, 2013................     94    43    19    12     7     2     1
April 20, 2014................     93    38    15     9     5     1     *
April 20, 2015................     91    34    12     6     3     1     *
April 20, 2016................     89    30     9     5     2     *     *
April 20, 2017................     87    26     7     3     2     *     *
April 20, 2018................     85    23     6     3     1     *     *
April 20, 2019................     83    20     4     2     1     *     *
April 20, 2020................     80    18     3     1     1     *     *
April 20, 2021................     78    15     3     1     *     *     *
April 20, 2022................     75    13     2     1     *     *     *
April 20, 2023................     72    11     2     1     *     *     *
April 20, 2024................     68    10     1     *     *     *     *
April 20, 2025................     65     8     1     *     *     *     *
April 20, 2026................     61     7     1     *     *     *     *
April 20, 2027................     56     6     *     *     *     *     *
April 20, 2028................     52     5     *     *     *     *     *
April 20, 2029................     47     4     *     *     *     *     *
April 20, 2030................     42     3     *     *     *     *     *
April 20, 2031................     36     2     *     *     *     *     *
April 20, 2032................     30     2     *     *     *     *     *
April 20, 2033................     23     1     *     *     *     *     *
April 20, 2034................     16     1     *     *     *     *     *
April 20, 2035................      8     *     *     *     *     *     0
April 20, 2036................      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  20.73  7.81  4.19  3.30  2.67  1.87  1.38

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-11



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                               CLASS 2-A-R
                                ----------------------------------------
                                 0%    10%   20%   25%   30%   40%   50%
                                ----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............   100   100   100   100   100   100   100
April 20, 2007................     0     0     0     0     0     0     0
April 20, 2008................     0     0     0     0     0     0     0
April 20, 2009................     0     0     0     0     0     0     0
April 20, 2010................     0     0     0     0     0     0     0
April 20, 2011................     0     0     0     0     0     0     0
April 20, 2012................     0     0     0     0     0     0     0
April 20, 2013................     0     0     0     0     0     0     0
April 20, 2014................     0     0     0     0     0     0     0
April 20, 2015................     0     0     0     0     0     0     0
April 20, 2016................     0     0     0     0     0     0     0
April 20, 2017................     0     0     0     0     0     0     0
April 20, 2018................     0     0     0     0     0     0     0
April 20, 2019................     0     0     0     0     0     0     0
April 20, 2020................     0     0     0     0     0     0     0
April 20, 2021................     0     0     0     0     0     0     0
April 20, 2022................     0     0     0     0     0     0     0
April 20, 2023................     0     0     0     0     0     0     0
April 20, 2024................     0     0     0     0     0     0     0
April 20, 2025................     0     0     0     0     0     0     0
April 20, 2026................     0     0     0     0     0     0     0
April 20, 2027................     0     0     0     0     0     0     0
April 20, 2028................     0     0     0     0     0     0     0
April 20, 2029................     0     0     0     0     0     0     0
April 20, 2030................     0     0     0     0     0     0     0
April 20, 2031................     0     0     0     0     0     0     0
April 20, 2032................     0     0     0     0     0     0     0
April 20, 2033................     0     0     0     0     0     0     0
April 20, 2034................     0     0     0     0     0     0     0
April 20, 2035................     0     0     0     0     0     0     0
April 20, 2036................     0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  0.06  0.06  0.06  0.06  0.06  0.06  0.06

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.


                                      B-12



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                       CLASS 3-A-1 AND CLASS 3-A-2
                                -----------------------------------------
                                  0%    10%   20%   25%   30%  40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100   100   100   100   100   100   100
April 20, 2007................    100    89    79    74    68    58    48
April 20, 2008................     99    80    62    54    46    33    23
April 20, 2009................     99    71    48    39    32    19    11
April 20, 2010................     98    63    38    29    22    12     5
April 20, 2011................     98    56    31    22    15     7     3
April 20, 2012................     96    49    24    16    11     4     1
April 20, 2013................     95    43    19    12     7     2     1
April 20, 2014................     93    38    15     9     5     1     *
April 20, 2015................     92    34    12     7     3     1     *
April 20, 2016................     90    30     9     5     2     *     *
April 20, 2017................     88    26     7     4     2     *     *
April 20, 2018................     86    23     6     3     1     *     *
April 20, 2019................     83    20     4     2     1     *     *
April 20, 2020................     81    18     3     1     1     *     *
April 20, 2021................     78    15     3     1     *     *     *
April 20, 2022................     75    13     2     1     *     *     *
April 20, 2023................     72    11     2     1     *     *     *
April 20, 2024................     69    10     1     *     *     *     *
April 20, 2025................     65     8     1     *     *     *     *
April 20, 2026................     61     7     1     *     *     *     *
April 20, 2027................     57     6     *     *     *     *     *
April 20, 2028................     52     5     *     *     *     *     *
April 20, 2029................     47     4     *     *     *     *     *
April 20, 2030................     42     3     *     *     *     *     *
April 20, 2031................     36     2     *     *     *     *     *
April 20, 2032................     30     2     *     *     *     *     *
April 20, 2033................     23     1     *     *     *     *     *
April 20, 2034................     16     1     *     *     *     *     *
April 20, 2035................      8     *     *     *     *     *     *
April 20, 2036................      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  20.80  7.82  4.18  3.29  2.67  1.87  1.38

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-13



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                          CLASS 4-A-1 AND CLASS 4-A-4
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100   100   100   100   100   100   100
April 20, 2007................    100    89    79    74    68    58    48
April 20, 2008................     99    80    62    54    46    33    23
April 20, 2009................     99    71    48    39    32    19    11
April 20, 2010................     98    63    38    29    22    12     5
April 20, 2011................     98    56    31    22    15     7     3
April 20, 2012................     97    50    24    16    11     4     1
April 20, 2013................     97    44    19    12     7     2     1
April 20, 2014................     95    39    15     9     5     1     *
April 20, 2015................     93    35    12     7     4     1     *
April 20, 2016................     91    30     9     5     2     1     *
April 20, 2017................     89    27     7     4     2     *     *
April 20, 2018................     87    24     6     3     1     *     *
April 20, 2019................     85    21     4     2     1     *     *
April 20, 2020................     82    18     3     1     1     *     *
April 20, 2021................     80    16     3     1     *     *     *
April 20, 2022................     77    14     2     1     *     *     *
April 20, 2023................     73    12     2     1     *     *     *
April 20, 2024................     70    10     1     *     *     *     *
April 20, 2025................     66     9     1     *     *     *     *
April 20, 2026................     62     7     1     *     *     *     *
April 20, 2027................     58     6     1     *     *     *     *
April 20, 2028................     53     5     *     *     *     *     *
April 20, 2029................     48     4     *     *     *     *     *
April 20, 2030................     43     3     *     *     *     *     *
April 20, 2031................     37     3     *     *     *     *     *
April 20, 2032................     31     2     *     *     *     *     *
April 20, 2033................     24     1     *     *     *     *     *
April 20, 2034................     16     1     *     *     *     *     *
April 20, 2035................      8     *     *     *     *     *     0
April 20, 2036................      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  21.10  7.89  4.20  3.30  2.67  1.87  1.38

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-14



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 4-A_2
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%  50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100   100   100   100   100   100   100
April 20, 2007................     99    86    72    65    58    45    31
April 20, 2008................     99    73    50    39    29    12     0
April 20, 2009................     98    62    32    20    10     0     0
April 20, 2010................     98    51    19     7     0     0     0
April 20, 2011................     97    42     8     0     0     0     0
April 20, 2012................     96    34     *     0     0     0     0
April 20, 2013................     96    26     0     0     0     0     0
April 20, 2014................     94    20     0     0     0     0     0
April 20, 2015................     91    14     0     0     0     0     0
April 20, 2016................     89     8     0     0     0     0     0
April 20, 2017................     86     4     0     0     0     0     0
April 20, 2018................     83     0     0     0     0     0     0
April 20, 2019................     80     0     0     0     0     0     0
April 20, 2020................     77     0     0     0     0     0     0
April 20, 2021................     73     0     0     0     0     0     0
April 20, 2022................     69     0     0     0     0     0     0
April 20, 2023................     65     0     0     0     0     0     0
April 20, 2024................     60     0     0     0     0     0     0
April 20, 2025................     55     0     0     0     0     0     0
April 20, 2026................     50     0     0     0     0     0     0
April 20, 2027................     44     0     0     0     0     0     0
April 20, 2028................     38     0     0     0     0     0     0
April 20, 2029................     32     0     0     0     0     0     0
April 20, 2030................     24     0     0     0     0     0     0
April 20, 2031................     17     0     0     0     0     0     0
April 20, 2032................      8     0     0     0     0     0     0
April 20, 2033................      0     0     0     0     0     0     0
April 20, 2034................      0     0     0     0     0     0     0
April 20, 2035................      0     0     0     0     0     0     0
April 20, 2036................      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  18.73  4.70  2.31  1.80  1.45  1.02  0.76

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-15



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 4-A-3
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100   100   100   100   100   100   100
April 20, 2007................    100   100   100   100   100   100   100
April 20, 2008................    100   100   100   100   100   100    94
April 20, 2009................    100   100   100   100   100    80    44
April 20, 2010................    100   100   100   100    91    48    22
April 20, 2011................    100   100   100    91    64    29    11
April 20, 2012................    100   100   100    68    44    17     5
April 20, 2013................    100   100    80    51    31    10     3
April 20, 2014................    100   100    63    37    21     6     1
April 20, 2015................    100   100    50    27    15     4     1
April 20, 2016................    100   100    39    20    10     2     *
April 20, 2017................    100   100    30    15     7     1     *
April 20, 2018................    100    97    24    11     5     1     *
April 20, 2019................    100    85    18     8     3     *     *
April 20, 2020................    100    74    14     6     2     *     *
April 20, 2021................    100    65    11     4     1     *     *
April 20, 2022................    100    56     9     3     1     *     *
April 20, 2023................    100    48     7     2     1     *     *
April 20, 2024................    100    42     5     2     *     *     *
April 20, 2025................    100    35     4     1     *     *     *
April 20, 2026................    100    30     3     1     *     *     *
April 20, 2027................    100    25     2     1     *     *     *
April 20, 2028................    100    21     2     *     *     *     *
April 20, 2029................    100    17     1     *     *     *     *
April 20, 2030................    100    13     1     *     *     *     *
April 20, 2031................    100    10     1     *     *     *     *
April 20, 2032................    100     8     *     *     *     *     *
April 20, 2033................     98     5     *     *     *     *     *
April 20, 2034................     68     3     *     *     *     *     *
April 20, 2035................     35     2     *     *     *     *     0
April 20, 2036................      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  28.53  17.90 10.13 8.01  6.50  4.52  3.31

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-16



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 5-A-1
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100   100   100   100   100   100   100
April 20, 2007 ...............    100    90    79    74    69    58    48
April 20, 2008 ...............    100    80    63    55    47    34    23
April 20, 2009 ...............    100    72    49    40    32    20    11
April 20, 2010 ...............    100    64    39    30    23    12     6
April 20, 2011 ...............     99    57    31    23    16     7     3
April 20, 2012 ...............     99    51    25    17    11     4     1
April 20, 2013 ...............     99    46    20    13     8     3     1
April 20, 2014 ...............     99    41    16     9     5     2     *
April 20, 2015 ...............     99    37    13     7     4     1     *
April 20, 2016 ...............     98    33    10     5     3     1     *
April 20, 2017 ...............     96    29     8     4     2     *     *
April 20, 2018 ...............     94    26     6     3     1     *     *
April 20, 2019 ...............     91    22     5     2     1     *     *
April 20, 2020 ...............     88    19     4     2     1     *     *
April 20, 2021 ...............     85    17     3     1     *     *     *
April 20, 2022 ...............     82    15     2     1     *     *     *
April 20, 2023 ...............     79    13     2     1     *     *     *
April 20, 2024 ...............     75    11     1     *     *     *     *
April 20, 2025 ...............     71     9     1     *     *     *     *
April 20, 2026 ...............     66     8     1     *     *     *     *
April 20, 2027 ...............     62     7     1     *     *     *     *
April 20, 2028 ...............     57     5     *     *     *     *     *
April 20, 2029 ...............     51     4     *     *     *     *     *
April 20, 2030 ...............     45     3     *     *     *     *     *
April 20, 2031 ...............     39     3     *     *     *     *     *
April 20, 2032 ...............     32     2     *     *     *     *     *
April 20, 2033 ...............     24     1     *     *     *     *     *
April 20, 2034 ...............     16     1     *     *     *     *     *
April 20, 2035 ...............      8     *     *     *     *     *     *
April 20, 2036 ...............      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1) ....  22.06  8.17  4.30  3.37  2.72  1.90  1.40

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-17



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 5-A-2
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100   100   100   100   100   100   100
April 20, 2007 ...............    100    86    72    65    58    45    31
April 20, 2008 ...............    100    74    50    39    29    12     0
April 20, 2009 ...............    100    62    32    20    10     0     0
April 20, 2010 ...............     99    52    19     7     0     0     0
April 20, 2011 ...............     99    43     8     0     0     0     0
April 20, 2012 ...............     99    35     0     0     0     0     0
April 20, 2013 ...............     99    28     0     0     0     0     0
April 20, 2014 ...............     99    21     0     0     0     0     0
April 20, 2015 ...............     98    16     0     0     0     0     0
April 20, 2016 ...............     98    11     0     0     0     0     0
April 20, 2017 ...............     95     5     0     0     0     0     0
April 20, 2018 ...............     92     1     0     0     0     0     0
April 20, 2019 ...............     88     0     0     0     0     0     0
April 20, 2020 ...............     84     0     0     0     0     0     0
April 20, 2021 ...............     80     0     0     0     0     0     0
April 20, 2022 ...............     76     0     0     0     0     0     0
April 20, 2023 ...............     71     0     0     0     0     0     0
April 20, 2024 ...............     66     0     0     0     0     0     0
April 20, 2025 ...............     61     0     0     0     0     0     0
April 20, 2026 ...............     55     0     0     0     0     0     0
April 20, 2027 ...............     49     0     0     0     0     0     0
April 20, 2028 ...............     42     0     0     0     0     0     0
April 20, 2029 ...............     35     0     0     0     0     0     0
April 20, 2030 ...............     27     0     0     0     0     0     0
April 20, 2031 ...............     18     0     0     0     0     0     0
April 20, 2032 ...............      9     0     0     0     0     0     0
April 20, 2033 ...............      0     0     0     0     0     0     0
April 20, 2034 ...............      0     0     0     0     0     0     0
April 20, 2035 ...............      0     0     0     0     0     0     0
April 20, 2036 ...............      0     0     0     0     0     0     0
Weighted Average Life to
  Maturity (in years)(1) .....  19.93  4.83  2.32  1.80  1.45  1.02  0.76

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.


                                      B-18



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 5-A-3
                                -------------------------------------------
                                  0%    10%    20%    25%   30%   40%   50%
                                -----  -----  -----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100    100    100   100   100   100   100
April 20, 2007 ...............    100    100    100   100   100   100   100
April 20, 2008 ...............    100    100    100   100   100   100    93
April 20, 2009 ...............    100    100    100   100   100    79    44
April 20, 2010 ...............    100    100    100   100    90    48    22
April 20, 2011 ...............    100    100    100    90    63    28    11
April 20, 2012 ...............    100    100    100    67    44    17     6
April 20, 2013 ...............    100    100     80    51    31    10     3
April 20, 2014 ...............    100    100     64    38    22     6     1
April 20, 2015 ...............    100    100     51    28    15     4     1
April 20, 2016 ...............    100    100     41    21    10     2     *
April 20, 2017 ...............    100    100     32    15     7     1     *
April 20, 2018 ...............    100    100     25    11     5     1     *
April 20, 2019 ...............    100     89     19     8     3     *     *
April 20, 2020 ...............    100     78     15     6     2     *     *
April 20, 2021 ...............    100     68     12     4     2     *     *
April 20, 2022 ...............    100     58      9     3     1     *     *
April 20, 2023 ...............    100     50      7     2     1     *     *
April 20, 2024 ...............    100     43      5     2     *     *     *
April 20, 2025 ...............    100     37      4     1     *     *     *
April 20, 2026 ...............    100     31      3     1     *     *     *
April 20, 2027 ...............    100     26      2     1     *     *     *
April 20, 2028 ...............    100     21      2     *     *     *     *
April 20, 2029 ...............    100     17      1     *     *     *     *
April 20, 2030 ...............    100     14      1     *     *     *     *
April 20, 2031 ...............    100     11      1     *     *     *     *
April 20, 2032 ...............    100      8      *     *     *     *     *
April 20, 2033 ...............     97      5      *     *     *     *     *
April 20, 2034 ...............     65      3      *     *     *     *     *
April 20, 2035 ...............     31      1      *     *     *     *     *
April 20, 2036 ...............      0      0      0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1) ....  28.45  18.13  10.22  8.04  6.50  4.52  3.31

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-19



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                   CLASS 5-A-4
                                 -----------------------------------------------
                                   0%     10%    20%    25%    30%    40%    50%
                                 -----   ----   ----   ----   ----   ----   ----
Distribution Date
Initial Percentage............     100    100    100    100    100    100    100
April 20, 2007................     100     90     79     74     69     58     48
April 20, 2008................     100     80     63     55     47     34     23
April 20, 2009................     100     72     49     40     32     20     11
April 20, 2010................     100     64     39     30     23     12      6
April 20, 2011................      99     57     31     23     16      7      3
April 20, 2012................      99     51     25     17     11      4      1
April 20, 2013................      99     46     20     13      8      3      1
April 20, 2014................      99     41     16      9      5      2      *
April 20, 2015................      99     37     13      7      4      1      *
April 20, 2016................      98     33     10      5      3      1      *
April 20, 2017................      96     29      8      4      2      *      *
April 20, 2018................      94     26      6      3      1      *      *
April 20, 2019................      91     22      5      2      1      *      *
April 20, 2020................      88     19      4      2      1      *      *
April 20, 2021................      85     17      3      1      *      *      *
April 20, 2022................      82     15      2      1      *      *      *
April 20, 2023................      79     13      2      1      *      *      *
April 20, 2024................      75     11      1      *      *      *      *
April 20, 2025................      71      9      1      *      *      *      *
April 20, 2026................      66      8      1      *      *      *      *
April 20, 2027................      62      7      1      *      *      *      *
April 20, 2028................      57      5      *      *      *      *      *
April 20, 2029................      51      4      *      *      *      *      *
April 20, 2030................      45      3      *      *      *      *      *
April 20, 2031................      39      3      *      *      *      *      *
April 20, 2032................      32      2      *      *      *      *      *
April 20, 2033................      24      1      *      *      *      *      *
April 20, 2034................      16      1      *      *      *      *      *
April 20, 2035................       8      *      *      *      *      *      0
April 20, 2036................       0      0      0      0      0      0      0
Weighted Average Life to
   Maturity (in years)(1).....   22.06   8.17   4.30   3.37   2.72   1.90   1.40

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-20



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                  CLASS 5-A-X
                                 ----------------------------------------------
                                  0%     10%    20%    25%    30%    40%    50%
                                 ----   ----   ----   ----   ----   ----   ----
Distribution Date
Initial Percentage............    100    100    100    100    100    100    100
April 20, 2007................    100     90     79     74     69     58     48
April 20, 2008................    100     80     63     55     47     34     23
April 20, 2009................    100     72     49     40     32     20     11
April 20, 2010................    100     64     39     30     23     12      6
April 20, 2011................     99     57     31     23     16      7      3
April 20, 2012................     99     51     25     17     11      4      1
April 20, 2013................     99     46     20     13      8      3      1
April 20, 2014................     99     41     16      9      5      2      *
April 20, 2015................     99     37     13      7      4      1      *
April 20, 2016................      0      0      0      0      0      0      0
April 20, 2017................      0      0      0      0      0      0      0
April 20, 2018................      0      0      0      0      0      0      0
April 20, 2019................      0      0      0      0      0      0      0
April 20, 2020................      0      0      0      0      0      0      0
April 20, 2021................      0      0      0      0      0      0      0
April 20, 2022................      0      0      0      0      0      0      0
April 20, 2023................      0      0      0      0      0      0      0
April 20, 2024................      0      0      0      0      0      0      0
April 20, 2025................      0      0      0      0      0      0      0
April 20, 2026................      0      0      0      0      0      0      0
April 20, 2027................      0      0      0      0      0      0      0
April 20, 2028................      0      0      0      0      0      0      0
April 20, 2029................      0      0      0      0      0      0      0
April 20, 2030................      0      0      0      0      0      0      0
April 20, 2031................      0      0      0      0      0      0      0
April 20, 2032................      0      0      0      0      0      0      0
April 20, 2033................      0      0      0      0      0      0      0
April 20, 2034................      0      0      0      0      0      0      0
April 20, 2035................      0      0      0      0      0      0      0
April 20, 2036................      0      0      0      0      0      0      0
Weighted Average Life to
   Maturity (in years)(1).....   9.76   5.98   3.89   3.19   2.65   1.89   1.40

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-21



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                           CLASS 6-A-1 AND CLASS 6-A-2
                                 -----------------------------------------------
                                   0%     10%    20%    25%    30%    40%    50%
                                 -----   ----   ----   ----   ----   ----   ----
Distribution Date
Initial Percentage............     100    100    100    100    100    100    100
April 20, 2007................     100     89     79     74     68     58     47
April 20, 2008................     100     80     62     54     46     33     23
April 20, 2009................     100     71     48     39     32     19     10
April 20, 2010................      99     63     38     29     22     11      5
April 20, 2011................      99     56     31     22     15      7      3
April 20, 2012................      99     50     25     17     11      4      1
April 20, 2013................      99     45     20     12      8      2      1
April 20, 2014................      98     40     16      9      5      1      *
April 20, 2015................      98     36     12      7      4      1      *
April 20, 2016................      97     32     10      5      3      1      *
April 20, 2017................      95     28      8      4      2      *      *
April 20, 2018................      93     25      6      3      1      *      *
April 20, 2019................      91     22      5      2      1      *      *
April 20, 2020................      88     19      4      1      1      *      *
April 20, 2021................      85     17      3      1      *      *      *
April 20, 2022................      82     14      2      1      *      *      *
April 20, 2023................      78     12      2      1      *      *      *
April 20, 2024................      75     11      1      *      *      *      *
April 20, 2025................      71      9      1      *      *      *      *
April 20, 2026................      66      8      1      *      *      *      *
April 20, 2027................      62      6      1      *      *      *      *
April 20, 2028................      57      5      *      *      *      *      *
April 20, 2029................      51      4      *      *      *      *      *
April 20, 2030................      45      3      *      *      *      *      *
April 20, 2031................      39      3      *      *      *      *      *
April 20, 2032................      32      2      *      *      *      *      *
April 20, 2033................      24      1      *      *      *      *      *
April 20, 2034................      16      1      *      *      *      *      *
April 20, 2035................       7      *      *      *      *      *      *
April 20, 2036................       0      0      0      0      0      0      0
Weighted Average Life to
   Maturity (in years)(1).....   21.97   8.05   4.24   3.32   2.68   1.86   1.37

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-22



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                       CLASS 6-A-3 AND CLASS 6-A-4
                                -----------------------------------------
                                  0%    10%   20%   25%   30%   40%   50%
                                -----  ----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100   100   100   100   100   100   100
April 20, 2007 ...............    100    89    79    74    68    58    47
April 20, 2008 ...............    100    80    62    54    46    33    23
April 20, 2009 ...............    100    71    48    39    32    19    10
April 20, 2010 ...............    100    64    39    30    22    11     5
April 20, 2011 ...............     99    57    31    22    15     7     3
April 20, 2012 ...............     99    50    25    17    11     4     1
April 20, 2013 ...............     99    45    20    12     8     2     1
April 20, 2014 ...............     99    40    16     9     5     1     *
April 20, 2015 ...............     99    36    13     7     4     1     *
April 20, 2016 ...............     98    32    10     5     3     1     *
April 20, 2017 ...............     96    29     8     4     2     *     *
April 20, 2018 ...............     94    25     6     3     1     *     *
April 20, 2019 ...............     91    22     5     2     1     *     *
April 20, 2020 ...............     89    19     4     1     1     *     *
April 20, 2021 ...............     86    17     3     1     *     *     *
April 20, 2022 ...............     82    14     2     1     *     *     *
April 20, 2023 ...............     79    12     2     1     *     *     *
April 20, 2024 ...............     75    11     1     *     *     *     *
April 20, 2025 ...............     71     9     1     *     *     *     *
April 20, 2026 ...............     67     8     1     *     *     *     *
April 20, 2027 ...............     62     6     1     *     *     *     *
April 20, 2028 ...............     57     5     *     *     *     *     *
April 20, 2029 ...............     52     4     *     *     *     *     *
April 20, 2030 ...............     46     3     *     *     *     *     *
April 20, 2031 ...............     39     3     *     *     *     *     *
April 20, 2032 ...............     32     2     *     *     *     *     *
April 20, 2033 ...............     24     1     *     *     *     *     *
April 20, 2034 ...............     16     1     *     *     *     *     *
April 20, 2035 ...............      7     *     *     *     *     *     *
April 20, 2036 ...............      0     0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  22.10  8.08  4.25  3.32  2.68  1.86  1.37

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-23



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                 CLASS X-B-1, CLASS X-B-2 AND CLASS X-B-3
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100    100   100   100   100   100   100
April 20, 2007 ...............    100    100   100   100   100   100   100
April 20, 2008 ...............     99     99    99    99    99    86    71
April 20, 2009 ...............     99     99    99    91    83    66    50
April 20, 2010 ...............     98     98    82    68    58    40    25
April 20, 2011 ...............     98     98    65    51    40    24    12
April 20, 2012 ...............     96     96    51    37    28    14     6
April 20, 2013 ...............     95     91    40    28    19     8     3
April 20, 2014 ...............     94     81    32    20    13     5     1
April 20, 2015 ...............     92     71    25    15     9     3     1
April 20, 2016 ...............     90     63    20    11     6     2     *
April 20, 2017 ...............     88     55    15     8     4     1     *
April 20, 2018 ...............     86     48    12     6     3     1     *
April 20, 2019 ...............     83     42     9     4     2     *     *
April 20, 2020 ...............     81     37     7     3     1     *     *
April 20, 2021 ...............     78     32     6     2     1     *     *
April 20, 2022 ...............     75     28     4     2     1     *     *
April 20, 2023 ...............     72     24     3     1     *     *     *
April 20, 2024 ...............     69     21     3     1     *     *     *
April 20, 2025 ...............     65     18     2     1     *     *     *
April 20, 2026 ...............     61     15     1     *     *     *     *
April 20, 2027 ...............     57     12     1     *     *     *     *
April 20, 2028 ...............     52     10     1     *     *     *     *
April 20, 2029 ...............     47      8     1     *     *     *     *
April 20, 2030 ...............     42      7     *     *     *     *     *
April 20, 2031 ...............     36      5     *     *     *     *     *
April 20, 2032 ...............     30      4     *     *     *     *     *
April 20, 2033 ...............     23      3     *     *     *     *     *
April 20, 2034 ...............     16      2     *     *     *     *     *
April 20, 2035 ...............      8      1     *     *     *     *     *
April 20, 2036 ...............      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  20.83  13.20  7.30  6.01  5.17  4.00  3.17

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-24



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                 CLASS 5-B-1, CLASS 5-B-2 AND CLASS 5-B-3
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage ...........    100    100   100   100   100   100   100
April 20, 2007 ...............    100    100   100   100   100   100   100
April 20, 2008 ...............    100    100   100   100   100    86    71
April 20, 2009 ...............    100    100   100    92    84    67    50
April 20, 2010 ...............    100    100    83    69    58    40    25
April 20, 2011 ...............     99     99    66    51    41    24    13
April 20, 2012 ...............     99     99    53    39    29    14     6
April 20, 2013 ...............     99     95    42    29    20     9     3
April 20, 2014 ...............     99     85    34    22    14     5     2
April 20, 2015 ...............     99     77    27    16    10     3     1
April 20, 2016 ...............     98     69    21    12     7     2     *
April 20, 2017 ...............     96     60    17     9     5     1     *
April 20, 2018 ...............     94     53    13     6     3     1     *
April 20, 2019 ...............     91     46    10     5     2     *     *
April 20, 2020 ...............     88     40     8     3     1     *     *
April 20, 2021 ...............     85     35     6     2     1     *     *
April 20, 2022 ...............     82     30     5     2     1     *     *
April 20, 2023 ...............     79     26     4     1     *     *     *
April 20, 2024 ...............     75     22     3     1     *     *     *
April 20, 2025 ...............     71     19     2     1     *     *     *
April 20, 2026 ...............     66     16     2     *     *     *     *
April 20, 2027 ...............     62     14     1     *     *     *     *
April 20, 2028 ...............     57     11     1     *     *     *     *
April 20, 2029 ...............     51      9     1     *     *     *     *
April 20, 2030 ...............     45      7     *     *     *     *     *
April 20, 2031 ...............     39      6     *     *     *     *     *
April 20, 2032 ...............     32      4     *     *     *     *     *
April 20, 2033 ...............     24      3     *     *     *     *     *
April 20, 2034 ...............     16      2     *     *     *     *     *
April 20, 2035 ...............      8      1     *     *     *     *     *
April 20, 2036 ...............      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.81  7.49  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-25



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 6-B-1
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100    86    71
April 20, 2009................    100    100   100    92    83    67    50
April 20, 2010................     99     99    83    69    58    40    25
April 20, 2011................     99     99    66    51    41    24    13
April 20, 2012................     99     99    53    38    28    14     6
April 20, 2013................     99     95    42    29    20     9     3
April 20, 2014................     99     85    34    22    14     5     2
April 20, 2015................     99     76    27    16    10     3     1
April 20, 2016................     98     68    21    12     7     2     *
April 20, 2017................     96     60    17     9     5     1     *
April 20, 2018................     94     53    13     6     3     1     *
April 20, 2019................     91     46    10     5     2     *     *
April 20, 2020................     88     40     8     3     1     *     *
April 20, 2021................     85     35     6     2     1     *     *
April 20, 2022................     82     30     5     2     1     *     *
April 20, 2023................     79     26     4     1     *     *     *
April 20, 2024................     75     23     3     1     *     *     *
April 20, 2025................     71     19     2     1     *     *     *
April 20, 2026................     67     16     2     *     *     *     *
April 20, 2027................     62     14     1     *     *     *     *
April 20, 2028................     57     11     1     *     *     *     *
April 20, 2029................     51      9     1     *     *     *     *
April 20, 2030................     45      7     *     *     *     *     *
April 20, 2031................     39      6     *     *     *     *     *
April 20, 2032................     32      4     *     *     *     *     *
April 20, 2033................     24      3     *     *     *     *     *
April 20, 2034................     16      2     *     *     *     *     *
April 20, 2035................      7      1     *     *     *     *     0
April 20, 2036................      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.80  7.48  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-26



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 6-B-2
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100    86    71
April 20, 2009................    100    100   100    92    83    67    50
April 20, 2010................     99     99    83    69    58    40    25
April 20, 2011................     99     99    66    51    41    24    13
April 20, 2012................     99     99    53    38    28    14     6
April 20, 2013................     99     95    42    29    20     9     3
April 20, 2014................     99     85    34    22    14     5     2
April 20, 2015................     99     76    27    16    10     3     1
April 20, 2016................     98     68    21    12     7     2     *
April 20, 2017................     96     60    17     9     5     1     *
April 20, 2018................     94     53    13     6     3     1     *
April 20, 2019................     91     46    10     5     2     *     *
April 20, 2020................     88     40     8     3     1     *     *
April 20, 2021................     85     35     6     2     1     *     *
April 20, 2022................     82     30     5     2     1     *     *
April 20, 2023................     79     26     4     1     *     *     *
April 20, 2024................     75     23     3     1     *     *     *
April 20, 2025................     71     19     2     1     *     *     *
April 20, 2026................     67     16     2     *     *     *     *
April 20, 2027................     62     14     1     *     *     *     *
April 20, 2028................     57     11     1     *     *     *     *
April 20, 2029................     51      9     1     *     *     *     *
April 20, 2030................     45      7     *     *     *     *     *
April 20, 2031................     39      6     *     *     *     *     *
April 20, 2032................     32      4     *     *     *     *     *
April 20, 2033................     24      3     *     *     *     *     *
April 20, 2034................     16      2     *     *     *     *     *
April 20, 2035................      7      1     *     *     *     *     0
April 20, 2036................      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.80  7.48  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-27



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 6-B-3
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100    86    71
April 20, 2009................    100    100   100    92    83    67    50
April 20, 2010................     99     99    83    69    58    40    25
April 20, 2011................     99     99    66    51    41    24    13
April 20, 2012................     99     99    53    38    28    14     6
April 20, 2013................     99     95    42    29    20     9     3
April 20, 2014................     99     85    34    22    14     5     2
April 20, 2015................     99     76    27    16    10     3     1
April 20, 2016................     98     68    21    12     7     2     *
April 20, 2017................     96     60    17     9     5     1     *
April 20, 2018................     94     53    13     6     3     1     *
April 20, 2019................     91     46    10     5     2     *     *
April 20, 2020................     88     40     8     3     1     *     *
April 20, 2021................     85     35     6     2     1     *     *
April 20, 2022................     82     30     5     2     1     *     *
April 20, 2023................     79     26     4     1     *     *     *
April 20, 2024................     75     23     3     1     *     *     *
April 20, 2025................     71     19     2     1     *     *     *
April 20, 2026................     67     16     2     *     *     *     *
April 20, 2027................     62     14     1     *     *     *     *
April 20, 2028................     57     11     1     *     *     *     *
April 20, 2029................     51      9     1     *     *     *     *
April 20, 2030................     45      7     *     *     *     *     *
April 20, 2031................     39      6     *     *     *     *     *
April 20, 2032................     32      4     *     *     *     *     *
April 20, 2033................     24      3     *     *     *     *     *
April 20, 2034................     16      2     *     *     *     *     0
April 20, 2035................      7      1     *     *     *     *     0
April 20, 2036................      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.80  7.48  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-28



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 6-B-4
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100    86    71
April 20, 2009................    100    100   100    92    83    67    50
April 20, 2010................     99     99    83    69    58    40    25
April 20, 2011................     99     99    66    51    41    24    13
April 20, 2012................     99     99    53    38    28    14     6
April 20, 2013................     99     95    42    29    20     9     3
April 20, 2014................     99     85    34    22    14     5     2
April 20, 2015................     99     76    27    16    10     3     1
April 20, 2016................     98     68    21    12     7     2     *
April 20, 2017................     96     60    17     9     5     1     *
April 20, 2018................     94     53    13     6     3     1     *
April 20, 2019................     91     46    10     5     2     *     *
April 20, 2020................     88     40     8     3     1     *     *
April 20, 2021................     85     35     6     2     1     *     *
April 20, 2022................     82     30     5     2     1     *     *
April 20, 2023................     79     26     4     1     *     *     *
April 20, 2024................     75     23     3     1     *     *     *
April 20, 2025................     71     19     2     1     *     *     *
April 20, 2026................     67     16     2     *     *     *     *
April 20, 2027................     62     14     1     *     *     *     *
April 20, 2028................     57     11     1     *     *     *     *
April 20, 2029................     51      9     1     *     *     *     *
April 20, 2030................     45      7     *     *     *     *     *
April 20, 2031................     39      6     *     *     *     *     *
April 20, 2032................     32      4     *     *     *     *     *
April 20, 2033................     24      3     *     *     *     *     *
April 20, 2034................     16      2     *     *     *     *     0
April 20, 2035................      7      1     *     *     *     *     0
April 20, 2036................      0      0     0     0     0     0     0

Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.80  7.48  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-29



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 6-B-5
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100    86    71
April 20, 2009................    100    100   100    92    83    67    50
April 20, 2010................     99     99    83    69    58    40    25
April 20, 2011................     99     99    66    51    41    24    13
April 20, 2012................     99     99    53    38    28    14     6
April 20, 2013................     99     95    42    29    20     9     3
April 20, 2014................     99     85    34    22    14     5     2
April 20, 2015................     99     76    27    16    10     3     1
April 20, 2016................     98     68    21    12     7     2     *
April 20, 2017................     96     60    17     9     5     1     *
April 20, 2018................     94     53    13     6     3     1     *
April 20, 2019................     91     46    10     5     2     *     *
April 20, 2020................     88     40     8     3     1     *     *
April 20, 2021................     85     35     6     2     1     *     *
April 20, 2022................     82     30     5     2     1     *     *
April 20, 2023................     79     26     4     1     *     *     *
April 20, 2024................     75     23     3     1     *     *     *
April 20, 2025................     71     19     2     1     *     *     *
April 20, 2026................     67     16     2     *     *     *     *
April 20, 2027................     62     14     1     *     *     *     *
April 20, 2028................     57     11     1     *     *     *     *
April 20, 2029................     51      9     1     *     *     *     *
April 20, 2030................     45      7     *     *     *     *     *
April 20, 2031................     39      6     *     *     *     *     *
April 20, 2032................     32      4     *     *     *     *     *
April 20, 2033................     24      3     *     *     *     *     *
April 20, 2034................     16      2     *     *     *     *     0
April 20, 2035................      7      1     *     *     *     *     0
April 20, 2036................      0      0     0     0     0     0     0

Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.80  7.48  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-30



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 6-B-6
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%  50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100    86    71
April 20, 2009................    100    100   100    92    83    67    50
April 20, 2010................     99     99    83    69    58    40    25
April 20, 2011................     99     99    66    51    41    24    13
April 20, 2012................     99     99    53    38    28    14     6
April 20, 2013................     99     95    42    29    20     9     3
April 20, 2014................     99     85    34    22    14     5     2
April 20, 2015................     99     76    27    16    10     3     1
April 20, 2016................     98     68    21    12     7     2     *
April 20, 2017................     96     60    17     9     5     1     *
April 20, 2018................     94     53    13     6     3     1     *
April 20, 2019................     91     46    10     5     2     *     *
April 20, 2020................     88     40     8     3     1     *     *
April 20, 2021................     85     35     6     2     1     *     *
April 20, 2022................     82     30     5     2     1     *     *
April 20, 2023................     79     26     4     1     *     *     *
April 20, 2024................     75     23     3     1     *     *     *
April 20, 2025................     71     19     2     1     *     *     *
April 20, 2026................     67     16     2     *     *     *     *
April 20, 2027................     62     14     1     *     *     *     *
April 20, 2028................     57     11     1     *     *     *     *
April 20, 2029................     51      9     1     *     *     *     *
April 20, 2030................     45      7     *     *     *     *     *
April 20, 2031................     39      6     *     *     *     *     *
April 20, 2032................     32      4     *     *     *     *     *
April 20, 2033................     24      3     *     *     *     *     *
April 20, 2034................     16      2     *     *     *     *     0
April 20, 2035................      7      1     *     *     *     *     0
April 20, 2036................      0      0     0     0     0     0     0

Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.80  7.48  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-31



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 6-B-7
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100    86    71
April 20, 2009................    100    100   100    92    83    67    50
April 20, 2010................     99     99    83    69    58    40    25
April 20, 2011................     99     99    66    51    41    24    13
April 20, 2012................     99     99    53    38    28    14     6
April 20, 2013................     99     95    42    29    20     9     3
April 20, 2014................     99     85    34    22    14     5     2
April 20, 2015................     99     76    27    16    10     3     1
April 20, 2016................     98     68    21    12     7     2     *
April 20, 2017................     96     60    17     9     5     1     *
April 20, 2018................     94     53    13     6     3     1     *
April 20, 2019................     91     46    10     5     2     *     *
April 20, 2020................     88     40     8     3     1     *     *
April 20, 2021................     85     35     6     2     1     *     *
April 20, 2022................     82     30     5     2     1     *     *
April 20, 2023................     79     26     4     1     *     *     *
April 20, 2024................     75     23     3     1     *     *     *
April 20, 2025................     71     19     2     1     *     *     *
April 20, 2026................     67     16     2     *     *     *     *
April 20, 2027................     62     14     1     *     *     *     *
April 20, 2028................     57     11     1     *     *     *     *
April 20, 2029................     51      9     1     *     *     *     *
April 20, 2030................     45      7     *     *     *     *     *
April 20, 2031................     39      6     *     *     *     *     *
April 20, 2032................     32      4     *     *     *     *     *
April 20, 2033................     24      3     *     *     *     *     *
April 20, 2034................     16      2     *     *     *     *     0
April 20, 2035................      7      1     *     *     *     *     0
April 20, 2036................      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.80  7.48  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-32



                 PERCENTAGE OF INITIAL CLASS BALANCE OUTSTANDING
              AT THE RESPECTIVE PERCENTAGES OF CPR SET FORTH BELOW:

                                                CLASS 6-B-8
                                ------------------------------------------
                                  0%    10%    20%   25%   30%   40%   50%
                                -----  -----  ----  ----  ----  ----  ----
Distribution Date
Initial Percentage............    100    100   100   100   100   100   100
April 20, 2007................    100    100   100   100   100   100   100
April 20, 2008................    100    100   100   100   100    86    71
April 20, 2009................    100    100   100    92    83    67    50
April 20, 2010................     99     99    83    69    58    40    25
April 20, 2011................     99     99    66    51    41    24    13
April 20, 2012................     99     99    53    38    28    14     6
April 20, 2013................     99     95    42    29    20     9     3
April 20, 2014................     99     85    34    22    14     5     2
April 20, 2015................     99     76    27    16    10     3     1
April 20, 2016................     98     68    21    12     7     2     *
April 20, 2017................     96     60    17     9     5     1     *
April 20, 2018................     94     53    13     6     3     1     *
April 20, 2019................     91     46    10     5     2     *     *
April 20, 2020................     88     40     8     3     1     *     *
April 20, 2021................     85     35     6     2     1     *     *
April 20, 2022................     82     30     5     2     1     *     *
April 20, 2023................     79     26     4     1     *     *     *
April 20, 2024................     75     23     3     1     *     *     *
April 20, 2025................     71     19     2     1     *     *     *
April 20, 2026................     67     16     2     *     *     *     *
April 20, 2027................     62     14     1     *     *     *     *
April 20, 2028................     57     11     1     *     *     *     *
April 20, 2029................     51      9     1     *     *     *     *
April 20, 2030................     45      7     *     *     *     *     *
April 20, 2031................     39      6     *     *     *     *     *
April 20, 2032................     32      4     *     *     *     *     *
April 20, 2033................     24      3     *     *     *     *     *
April 20, 2034................     16      2     *     *     *     *     0
April 20, 2035................      7      1     *     *     *     *     0
April 20, 2036................      0      0     0     0     0     0     0
Weighted Average Life to
   Maturity (in years)(1).....  22.06  13.80  7.48  6.12  5.25  4.04  3.19

----------
(1)  The weighted average life of a class of Certificates is determined by (i)
     multiplying the amount of each distribution in reduction of the class
     balance by the number of years from the date of the issuance of such class
     to the related Distribution Date, (ii) adding the results and (iii)
     dividing the sum by the initial class balance.

*    Less than 0.5%, but greater than zero.


                                      B-33



                                   APPENDIX C

                   HYPOTHETICAL MORTGAGE LOAN CHARACTERISTICS


                                      C-1



                   HYPOTHETICAL MORTGAGE LOAN CHARACTERISTICS



                                                   CUT-OFF
                                      CURRENT       DATE
        CUT-OFF DATE     CURRENT         NET      REMAINING
           UNPAID       MORTGAGE      MORTGAGE     TERM TO                INITIAL       PERIODIC
         PRINCIPAL      INTEREST      INTEREST      STATED    LOAN       PERIODIC        RATE         GROSS
          BALANCE         RATE          RATE      MATURITY     AGE         CAP            CAP         MARGIN
GROUP       ($)            (%)           (%)       (MONTHS)  (MONTHS)      (%)            (%)          (%)
-----  -------------  ------------  ------------  ---------  --------  ------------  ------------  ------------

  1    28,131,198.36  6.3897461262  6.0137461262     352        8      0.0000000000  0.0000000000  1.7647461262
  1    86,490,220.22  5.7366652835  5.3606652835     353        7      0.0000000000  0.0000000000  1.1116652835
  1     3,062,112.99  4.5634428528  4.1673348084     355        5      1.0000000000  1.0000000000  1.9894064817
  1       678,229.15  4.2279688344  3.8519688344     350       10      0.7983035232  0.7983035232  2.0000000000
  1     1,881,718.89  5.7152569472  5.3392569472     355        5      1.0000000000  1.0616840914  2.4543271046
  1     2,256,522.96  6.0635170836  5.6412051799     352        8      1.0000000000  1.0000000000  2.0563307585
  1     6,936,522.52  5.7381211548  5.3621211548     353        7      1.0000000000  1.0000000000  1.9816726916
  1     3,058,722.54  5.2180070336  4.8420070336     354        6      0.9677879021  1.0000000000  1.9484075238
  1       212,094.36  4.0000000000  3.6240000000     350       10      1.0000000000  1.0000000000  1.8750000000
  1       738,103.52  6.1758423060  5.7998423060     351        9      1.0000000000  1.0000000000  2.0000000000
  1       407,912.74  6.2298007106  5.8538007106     352        8      1.0000000000  1.0000000000  1.9637001776
  1     1,671,159.92  4.7966153308  4.4206153308     353        7      1.0000000000  1.0000000000  1.9467284750
  1     1,402,087.60  4.2147414514  3.8387414514     354        6      1.0000000000  1.0000000000  1.9490668352
  1       550,022.25  5.8750000000  5.4990000000     350       10      1.0000000000  1.0000000000  2.0000000000
  1       223,129.49  4.8750000000  4.4990000000     351        9      1.0000000000  1.0000000000  2.0000000000
  1       479,009.66  4.6250000000  4.2490000000     352        8      1.0000000000  1.0000000000  1.8750000000
  1       521,643.15  4.0000000000  3.6240000000     353        7      1.0000000000  1.0000000000  2.0000000000
  1     1,255,594.17  3.3367652304  2.9607652304     354        6      1.0000000000  1.0000000000  2.0000000000
  1       629,745.72  6.1543366742  5.7783366742     353        7      0.0000000000  0.0000000000  2.0771683371
  1     1,231,727.58  6.9843582357  6.3725644411     349       11      0.0000000000  0.0000000000  2.4843582357
  1       746,500.00  6.8750000000  6.4990000000     348       12      0.0000000000  0.0000000000  2.2500000000
  1     4,182,626.03  6.7588276255  6.3136428328     350       10      0.0000000000  0.0000000000  2.0088276255
  1     3,940,278.00  6.6239441735  6.2479441735     351        9      0.0000000000  0.0000000000  1.8739441735
  1     2,911,318.23  5.7800515598  5.4040515598     353        7      0.0000000000  0.0000000000  2.0130867165
  1     3,762,985.31  6.7514254148  6.3754254148     352        8      0.0000000000  0.0000000000  2.0014254148
  1     2,733,915.17  6.3676138916  5.9916138916     353        7      0.0000000000  0.0000000000  1.6176138916
  1     1,361,786.50  5.7944024265  5.4184024265     354        6      0.0000000000  0.0000000000  1.7488886841
  1       471,192.00  6.7500000000  6.3740000000     351        9      0.0000000000  0.0000000000  2.1250000000
  1       973,994.68  6.1663226128  5.7903226128     352        8      0.0000000000  0.0000000000  1.4163226128
  1     1,291,534.64  6.4056073914  6.0296073914     353        7      0.0000000000  0.0000000000  1.6556073914
  1     1,213,806.75  5.8329251073  5.4569251073     351        9      0.0000000000  0.0000000000  1.8329251073
  1       617,066.81  6.7389951827  6.4879951827     359        1      3.0000000000  1.0000000000  2.5000000000
  1       783,599.06  6.5803979589  6.3293979589     358        2      3.0000000000  1.0000000000  2.5000000000
  1     2,358,629.87  6.5999727445  6.3489727445     359        1      3.0000000000  1.0000000000  2.5000000000
  1       460,000.00  6.2495652174  5.9985652174     358        2      3.0000000000  1.0000000000  2.5000000000
  1     1,517,500.00  6.5387149918  6.2877149918     359        1      3.0000000000  1.0000000000  2.5000000000
  1        99,999.99  7.0000000000  6.7490000000     355        5      3.0000000000  1.0000000000  2.5000000000
  1       762,399.99  6.4349422899  6.1839422899     358        2      3.0000000000  1.0000000000  2.5000000000
  1     1,383,837.37  6.6102008107  6.3592008107     359        1      3.0000000000  1.0000000000  2.5000000000
  1        67,935.48  6.2500000000  5.9990000000     359        1      5.0000000000  1.0000000000  2.2500000000
  1       592,642.23  7.0983936147  6.8473936147     358        2      5.0000000000  1.0000000000  2.2500000000
  1       238,978.45  6.3750000000  6.1240000000     359        1      5.0000000000  1.0000000000  2.2500000000
  1       149,489.88  7.1571246161  6.9061246161     358        2      5.0000000000  1.0000000000  2.2500000000
  1       279,754.11  6.5000000000  6.2490000000     358        2      5.0000000000  1.0000000000  2.2500000000




                      ORIGINAL              CUT-OFF
                      INTEREST     INDEX      DATE      PAYMENT               PREPAYMENT  PREPAYMENT
           RATE         ONLY    ADJUSTMENT   MONTHS   ADJUSTMENT               PENALTY     PENALTY
          CEILING       TERM     FREQUENCY  TO ROLL   FREQUENCY               PERCENTAGE    TERM
GROUP       (%)       (MONTHS)   (MONTHS)   (MONTHS)   (MONTHS)     INDEX       (%)*       (MONTHS)*
-----  -------------  --------  ----------  --------  ----------  ---------  -----------  ----------

  1    11.9770685595     120         1          1          1      1MO LIBOR            0       0
  1    12.0257269069     120         1          1          1      1MO LIBOR            0       0
  1    10.5405928024       0         6          1          6      6MO LIBOR            0       0
  1     9.0262723576       0         6          2          6      6MO LIBOR            0       0
  1    11.3827105114       0         6          3          6      6MO LIBOR            0       0
  1    11.1294797700       0         6          4          6      6MO LIBOR            0       0
  1    10.7394899637       0         6          5          6      6MO LIBOR            0       0
  1    11.2180070336       0         6          6          6      6MO LIBOR            0       0
  1     9.0000000000       0         6          2          6      6MO LIBOR            0       0
  1    11.1758423060       0         6          3          6      6MO LIBOR            0       0
  1    11.2298007106       0         6          4          6      6MO LIBOR            0       0
  1     9.7966153308       0         6          5          6      6MO LIBOR            0       0
  1    10.2147414514       0         6          6          6      6MO LIBOR            0       0
  1    10.8750000000       0         6          2          6      6MO LIBOR            0       0
  1     9.8750000000       0         6          3          6      6MO LIBOR            0       0
  1     9.6250000000       0         6          4          6      6MO LIBOR            0       0
  1     9.0000000000       0         6          5          6      6MO LIBOR            0       0
  1     9.3367652304       0         6          6          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          1          6      6MO LIBOR            0       0
  1    11.6751006557     120         6          2          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          3          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          4          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          5          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          6          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          4          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          5          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          6          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          3          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          4          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          5          6      6MO LIBOR            0       0
  1    12.0000000000     120         6          6          6      6MO LIBOR            0       0
  1    12.7389951827       0         6         23          6      6MO LIBOR            0       0
  1    12.5803979589     120         6         22          6      6MO LIBOR            0       0
  1    12.5999727445     120         6         23          6      6MO LIBOR            0       0
  1    12.2495652174     120         6         22          6      6MO LIBOR          100      12
  1    12.5387149918     120         6         23          6      6MO LIBOR          100      12
  1    13.0000000000     120         6         19          6      6MO LIBOR          100      36
  1    12.4349422899     120         6         22          6      6MO LIBOR          100      36
  1    12.6102008107     120         6         23          6      6MO LIBOR          100      36
  1    12.2500000000       0         6         35          6      6MO LIBOR            0       0
  1    13.0983936147       0         6         34          6      6MO LIBOR          100      36
  1    12.3750000000       0         6         35          6      6MO LIBOR          100      36
  1    13.1571246161       0         6         34          6      6MO LIBOR          100      36
  1    12.5000000000       0         6         34          6      6MO LIBOR          100      42


*    Includes only those mortgage loans originated by GreenPoint Mortgage
     Funding, Inc.


                                      C-2



                   HYPOTHETICAL MORTGAGE LOAN CHARACTERISTICS



                                                   CUT-OFF
                                      CURRENT       DATE
        CUT-OFF DATE     CURRENT         NET      REMAINING
           UNPAID       MORTGAGE      MORTGAGE     TERM TO                INITIAL       PERIODIC
         PRINCIPAL      INTEREST      INTEREST      STATED    LOAN       PERIODIC        RATE         GROSS
          BALANCE         RATE          RATE      MATURITY     AGE         CAP            CAP         MARGIN
GROUP       ($)            (%)           (%)       (MONTHS)  (MONTHS)      (%)            (%)          (%)
-----  -------------  ------------  ------------  ---------  --------  ------------  ------------  ------------

  1       321,180.30  6.2500000000  5.9990000000     351        9      5.0000000000  1.0000000000  2.2500000000
  1       179,800.00  6.2500000000  5.9990000000     357        3      5.0000000000  1.0000000000  2.2500000000
  1    13,654,070.83  6.7559838667  6.5049838667     358        2      5.0000000000  1.0000000000  2.2500000000
  1    21,683,863.62  6.6170743651  6.3660743651     359        1      5.0000000000  1.0000000000  2.2500000000
  1       649,977.02  6.6250000000  6.3740000000     356        4      5.0000000000  1.0000000000  2.2500000000
  1     1,338,934.17  6.5521294141  6.3011294141     358        2      5.0000000000  1.0000000000  2.2500000000
  1     3,831,200.00  6.5360983504  6.2850983504     359        1      5.0000000000  1.0000000000  2.2500000000
  1       279,200.00  6.9305157593  6.6795157593     357        3      5.0000000000  1.0000000000  2.2500000000
  1     3,492,991.22  6.5178216283  6.2668216283     358        2      5.0000000000  1.0000000000  2.2500000000
  1     7,754,100.00  6.4760715299  6.2250715299     359        1      5.0000000000  1.0000000000  2.2500000000
  1       587,186.00  5.1250000000  4.8740000000     354        6      5.0000000000  2.0000000000  2.7500000000
  1       478,156.18  6.3750000000  5.9990000000     356        4      5.0000000000  2.0000000000  2.2500000000
  1     1,891,751.65  6.0545315911  5.6785315911     358        2      5.0000000000  2.0000000000  2.2500000000
  1     4,107,239.78  6.5045147413  6.1285147413     359        1      5.0000000000  2.0000000000  2.2500000000
  1       235,821.18  6.3750000000  5.9990000000     358        2      5.0000000000  2.0000000000  2.2500000000
  1       479,566.07  6.5000000000  6.1240000000     359        1      5.0000000000  2.0000000000  2.2500000000
  1     1,457,860.90  6.4229036169  6.0469036169     359        1      5.0000000000  2.0000000000  2.2500000000
  1       547,006.52  6.5000000000  6.1240000000     358        2      5.0000000000  2.0000000000  2.2500000000
  1       420,400.00  6.6250000000  6.2490000000     350       10      5.0000000000  2.0000000000  2.2500000000
  1       633,750.00  5.7500000000  5.3740000000     352        8      5.0000000000  2.0000000000  2.2500000000
  1     2,056,000.00  5.1014105058  4.7254105058     353        7      5.0000000000  2.0000000000  2.2500000000
  1       470,911.00  6.3750000000  6.1240000000     354        6      5.0000000000  2.0000000000  2.2500000000
  1     1,262,500.00  5.7957920792  5.2842475248     355        5      5.0000000000  2.0000000000  2.4789603960
  1     2,045,499.99  7.0205328778  6.6445328778     356        4      5.0000000000  2.0000000000  2.2500000000
  1     3,956,025.29  6.8167653502  6.4407653502     357        3      5.0000000000  2.0000000000  2.2500000000
  1    17,448,570.44  6.7448272610  6.3452012280     358        2      5.0000000000  2.0000000000  2.2928007843
  1    77,494,817.34  6.9103377960  6.5343377960     359        1      5.0000000000  2.0000000000  2.2500000000
  1     1,615,336.00  6.5749070162  6.1989070162     360        0      5.0000000000  2.0000000000  2.2500000000
  1       975,000.00  5.5000000000  5.1240000000     356        4      5.0000000000  2.0000000000  2.2500000000
  1    15,357,933.67  6.6102994820  6.2342994820     359        1      5.0000000000  2.0000000000  2.2500000000
  1       600,000.00  6.3750000000  5.9990000000     360        0      5.0000000000  2.0000000000  2.2500000000
  1       475,150.00  5.8750000000  5.2190000000     356        4      5.0000000000  2.0000000000  2.7500000000
  1       999,999.00  7.5000000000  7.1240000000     357        3      5.0000000000  2.0000000000  2.2500000000
  1       440,000.00  5.8750000000  5.4990000000     358        2      5.0000000000  2.0000000000  2.2500000000
  1     2,960,550.00  7.0687245613  6.6927245613     359        1      5.0000000000  2.0000000000  2.2500000000
  1     1,269,900.00  6.5689227498  6.1929227498     356        4      5.0000000000  2.0000000000  2.2500000000
  1     1,539,500.00  6.4783614810  6.1023614810     357        3      5.0000000000  2.0000000000  2.2500000000
  1     6,456,304.00  6.9396439511  6.5791172002     359        1      5.0000000000  2.0000000000  2.2500000000
  1     1,753,000.00  7.3305048488  6.9545048488     360        0      5.0000000000  2.0000000000  2.2500000000
  1       608,000.00  6.1250000000  5.7490000000     359        1      5.0000000000  2.0000000000  2.2500000000
  1       355,786.19  6.2500000000  5.8740000000     355        5      6.0000000000  2.0000000000  2.2500000000
  1       506,926.27  6.8916892096  6.5156892096     356        4      5.6764122522  1.6764122522  2.5882061261
  1     3,304,611.38  7.0985820165  6.7259026642     357        3      5.5837054129  1.5837054129  2.2625001264
  1     3,955,696.25  6.3244533102  5.9484533102     358        2      5.8486085806  2.4540268303  2.2868402449


                      ORIGINAL              CUT-OFF
                      INTEREST     INDEX      DATE      PAYMENT               PREPAYMENT  PREPAYMENT
           RATE         ONLY    ADJUSTMENT   MONTHS   ADJUSTMENT               PENALTY     PENALTY
          CEILING       TERM     FREQUENCY  TO ROLL   FREQUENCY               PERCENTAGE    TERM
GROUP       (%)       (MONTHS)   (MONTHS)   (MONTHS)   (MONTHS)     INDEX       (%)*       (MONTHS)*
-----  -------------  --------  ----------  --------  ----------  ---------  -----------  ----------

  1    12.2500000000     120         6         27          6      6MO LIBOR            0       0
  1    12.2500000000     120         6         33          6      6MO LIBOR            0       0
  1    12.7559838667     120         6         34          6      6MO LIBOR            0       0
  1    12.6170743651     120         6         35          6      6MO LIBOR            0       0
  1    12.6250000000     120         6         32          6      6MO LIBOR          100      12
  1    12.5521294141     120         6         34          6      6MO LIBOR          100      12
  1    12.5360983504     120         6         35          6      6MO LIBOR          100      12
  1    12.9305157593     120         6         33          6      6MO LIBOR          100      36
  1    12.5178216283     120         6         34          6      6MO LIBOR          100      36
  1    12.4760715299     120         6         35          6      6MO LIBOR          100      36
  1    10.1250000000      60        12         54         12       1YR CMT             0       0
  1    11.3750000000       0        12         56         12      1YR LIBOR            0       0
  1    11.0545315911       0        12         58         12      1YR LIBOR            0       0
  1    11.5045147413       0        12         59         12      1YR LIBOR            0       0
  1    11.3750000000       0        12         58         12      1YR LIBOR            0       0
  1    11.5000000000       0        12         59         12      1YR LIBOR            0       0
  1    11.4229036169       0        12         59         12      1YR LIBOR            0       0
  1    11.5000000000       0        12         58         12      1YR LIBOR            0       0
  1    11.6250000000      60        12         50         12      1YR LIBOR            0       0
  1    10.7500000000      60        12         52         12      1YR LIBOR            0       0
  1    10.1014105058      60        12         53         12      1YR LIBOR            0       0
  1    11.3750000000      60        12         54         12      1YR LIBOR            0       0
  1    10.7957920792      60        12         55         12      1YR LIBOR            0       0
  1    12.0205328778      60        12         56         12      1YR LIBOR            0       0
  1    11.8167653502      60        12         57         12      1YR LIBOR            0       0
  1    11.7448272610      60        12         58         12      1YR LIBOR            0       0
  1    11.9103377960      60        12         59         12      1YR LIBOR            0       0
  1    11.5749070162      60        12         60         12      1YR LIBOR            0       0
  1    10.5000000000      60        12         56         12      1YR LIBOR            0       0
  1    11.6102994820      60        12         59         12      1YR LIBOR            0       0
  1    11.3750000000      60        12         60         12      1YR LIBOR            0       0
  1    10.8750000000      60        12         56         12      1YR LIBOR            0       0
  1    12.5000000000      60        12         57         12      1YR LIBOR            0       0
  1    10.8750000000      60        12         58         12      1YR LIBOR            0       0
  1    12.0687245613      60        12         59         12      1YR LIBOR            0       0
  1    11.5689227498      60        12         56         12      1YR LIBOR            0       0
  1    11.4783614810      60        12         57         12      1YR LIBOR            0       0
  1    11.9396439511      60        12         59         12      1YR LIBOR            0       0
  1    12.3305048488      60        12         60         12      1YR LIBOR            0       0
  1    11.1250000000     120        12         59         12      1YR LIBOR            0       0
  1    12.2500000000       0         6         55          6      6MO LIBOR            0       0
  1    12.5681014618       0         6         56          6      6MO LIBOR            0       0
  1    12.6822874294       0         6         57          6      6MO LIBOR            0       0
  1    12.3244533102       0         6         58          6      6MO LIBOR            0       0


*    Includes only those mortgage loans originated by GreenPoint Mortgage
     Funding, Inc.


                                      C-3



                   HYPOTHETICAL MORTGAGE LOAN CHARACTERISTICS



                                                   CUT-OFF
                                      CURRENT       DATE
        CUT-OFF DATE     CURRENT         NET      REMAINING
           UNPAID       MORTGAGE      MORTGAGE     TERM TO                INITIAL      PERIODIC
         PRINCIPAL      INTEREST      INTEREST      STATED    LOAN       PERIODIC        RATE         GROSS
          BALANCE         RATE          RATE      MATURITY     AGE         CAP            CAP         MARGIN
GROUP       ($)            (%)           (%)       (MONTHS)  (MONTHS)      (%)            (%)          (%)
-----  -------------  ------------  ------------  ---------  --------  ------------  ------------  ------------

  1       179,366.79  7.5000000000  7.1240000000     359        1      6.0000000000  2.0000000000  2.2500000000
  1       168,568.95  7.8750000000  7.4990000000     357        3      5.0000000000  1.0000000000  2.2500000000
  1       802,770.76  6.1925025987  5.8165025987     357        3      5.7752846155  1.7752846155  2.2500000000
  1       523,987.10  6.1776918864  5.8016918864     358        2      6.0000000000  2.0000000000  2.2500000000
  1       125,712.53  7.5000000000  7.1240000000     358        2      6.0000000000  2.0000000000  5.0000000000
  1       153,894.02  7.8750000000  7.4990000000     359        1      5.0000000000  1.0000000000  4.3750000000
  1       178,869.75  6.6250000000  6.2490000000     353        7      6.0000000000  2.0000000000  3.1250000000
  1     1,252,828.67  7.0653879123  6.6893879123     356        4      3.8378768503  1.0000000000  3.2668577560
  1     2,518,104.47  6.9525963234  6.5765963234     357        3      5.5042517041  1.5042517041  2.2850496439
  1     2,033,710.11  6.5049261710  6.1289261710     358        2      5.8449898594  1.8449898594  2.2861041777
  1       137,499.95  7.1250000000  6.7490000000     359        1      6.0000000000  2.0000000000  2.2500000000
  1       316,146.07  6.6849111433  6.3089111433     357        3      6.0000000000  2.0000000000  2.2500000000
  1       334,298.80  5.7500000000  5.3740000000     358        2      6.0000000000  2.0000000000  2.2500000000
  1       103,914.76  7.0000000000  6.6240000000     359        1      6.0000000000  2.0000000000  2.2500000000
  1     1,362,420.00  6.6973840666  6.2022666138     358        2      6.0000000000  2.0000000000  2.9471968996
  1       306,400.00  7.5000000000  7.1240000000     356        4      3.0000000000  1.0000000000  3.5000000000
  1       216,000.00  8.1250000000  7.7490000000     358        2      6.0000000000  2.0000000000  4.0000000000
  1       150,320.00  6.3750000000  5.9990000000     356        4      6.0000000000  2.0000000000  2.2500000000
  1       483,200.00  6.5587748344  6.2924602649     352        8      5.8774834437  1.8774834437  2.3418874172
  1       250,393.48  6.0000000000  5.6240000000     353        7      5.0000000000  1.0000000000  2.2500000000
  1       552,849.99  6.0280252357  5.6520252357     354        6      5.8639775683  1.8639775683  3.2219747643
  1     3,025,959.43  6.7890210036  6.4855309988     355        5      5.4199200384  1.4199200384  2.4082969009
  1    12,085,243.41  6.6760639503  6.3000639503     356        4      5.5403891497  1.4931621323  2.4970163191
  1    36,098,123.89  6.7494934708  6.3708367123     357        3      5.8653841398  1.8572812256  2.4621221623
  1    44,871,353.06  6.7686975080  6.3970120368     358        2      5.7915114214  1.8107218760  2.3891755502
  1    12,340,093.97  6.6399343188  6.3053719868     359        1      5.5715856174  1.5715856174  2.4185132005
  1       521,600.00  6.7131901840  6.3371901840     355        5      5.0000000000  1.0000000000  2.9447852761
  1       668,800.00  6.6755382775  6.2995382775     356        4      6.0000000000  2.0000000000  2.2500000000
  1     2,482,928.49  6.7358558915  6.3598558915     357        3      5.2823796548  1.2823796548  2.2500000000
  1       102,800.00  6.3750000000  6.1240000000     355        5      6.0000000000  2.0000000000  2.2500000000
  1     1,072,357.80  6.5261398294  6.1501398294     356        4      3.6348845507  1.3912945847  3.1131097755
  1     2,528,196.00  6.7010746002  6.3250746002     357        3      6.0000000000  2.0000000000  2.2500000000
  1     7,736,809.35  6.7825636145  6.3919009122     358        2      5.8490592262  1.8490592262  2.2975478474
  1     1,880,700.00  7.1099258255  6.8095824959     359        1      5.3947466369  1.3947466369  2.2500000000
  1       359,650.00  6.5000000000  6.1240000000     355        5      6.0000000000  2.0000000000  2.2500000000
  1     1,538,799.99  6.6774434685  6.3014434685     357        3      6.0000000000  2.0000000000  3.5351247809
  1     1,212,900.00  6.4570657103  6.0810657103     358        2      6.0000000000  2.0000000000  3.7522672933
  1       905,600.00  6.9754858657  6.5994858657     359        1      5.4019434629  1.4019434629  3.2046157244
  1       889,200.00  6.5000000000  6.2490000000     358        2      5.0000000000  1.0000000000  2.2500000000
  1        76,726.19  6.3750000000  6.1240000000     352        8      5.0000000000  1.0000000000  2.2500000000
  1       181,549.27  6.6250000000  6.2490000000     353        7      2.0000000000  2.0000000000  2.7500000000
  1       877,269.50  6.2578356053  5.8818356053     355        5      5.0000000000  1.0000000000  2.2500000000
  1     8,430,777.43  6.7119250247  6.3359250247     356        4      5.2385659255  1.3589894580  2.4004956406
  1    17,303,511.91  6.6470987162  6.2710987162     357        3      5.5063563510  1.5410776262  2.5489718230





                      ORIGINAL              CUT-OFF
                      INTEREST     INDEX      DATE      PAYMENT               PREPAYMENT  PREPAYMENT
           RATE         ONLY    ADJUSTMENT   MONTHS   ADJUSTMENT               PENALTY     PENALTY
          CEILING       TERM     FREQUENCY  TO ROLL   FREQUENCY               PERCENTAGE     TERM
GROUP       (%)       (MONTHS)   (MONTHS)   (MONTHS)   (MONTHS)     INDEX         (%)*     (MONTHS)*
-----  -------------  --------  ----------  --------  ----------  ---------  -----------  ----------

  1    13.5000000000       0         6         59          6      6MO LIBOR            0       0
  1    12.8750000000       0         6         57          6      6MO LIBOR            0       0
  1    11.9677872142       0         6         57          6      6MO LIBOR            0       0
  1    12.1776918864       0         6         58          6      6MO LIBOR            0       0
  1    13.5000000000       0         6         58          6      6MO LIBOR            0       0
  1    12.8750000000       0         6         59          6      6MO LIBOR            0       0
  1    12.6250000000       0         6         53          6      6MO LIBOR            0       0
  1    12.6464494872       0         6         56          6      6MO LIBOR            0       0
  1    12.4568480274       0         6         57          6      6MO LIBOR            0       0
  1    12.3499160304       0         6         58          6      6MO LIBOR            0       0
  1    13.1250000000       0         6         59          6      6MO LIBOR            0       0
  1    12.6849111433       0         6         57          6      6MO LIBOR            0       0
  1    11.7500000000       0         6         58          6      6MO LIBOR            0       0
  1    13.0000000000       0         6         59          6      6MO LIBOR            0       0
  1    12.6973840666      60         6         58          6      6MO LIBOR            0       0
  1    13.5000000000      60         6         56          6      6MO LIBOR            0       0
  1    14.1250000000      60         6         58          6      6MO LIBOR            0       0
  1    12.3750000000      60         6         56          6      6MO LIBOR            0       0
  1    12.4362582781     120         6         52          6      6MO LIBOR            0       0
  1    11.0000000000     120         6         53          6      6MO LIBOR            0       0
  1    11.8920028040     120         6         54          6      6MO LIBOR            0       0
  1    12.2089410420     120         6         55          6      6MO LIBOR            0       0
  1    12.2164531000     120         6         56          6      6MO LIBOR            0       0
  1    12.6148776106     120         6         57          6      6MO LIBOR            0       0
  1    12.5824057194     120         6         58          6      6MO LIBOR            0       0
  1    12.2115199362     120         6         59          6      6MO LIBOR            0       0
  1    11.7131901840     120         6         55          6      6MO LIBOR            0       0
  1    12.6755382775     120         6         56          6      6MO LIBOR            0       0
  1    12.0182355463     120         6         57          6      6MO LIBOR            0       0
  1    12.3750000000     120         6         55          6      6MO LIBOR            0       0
  1    12.5261398294     120         6         56          6      6MO LIBOR            0       0
  1    12.7010746002     120         6         57          6      6MO LIBOR            0       0
  1    12.6316228408     120         6         58          6      6MO LIBOR  2.242526372      12
  1    12.5046724624     120         6         59          6      6MO LIBOR  60.52533631      12
  1    12.5000000000     120         6         55          6      6MO LIBOR            0       0
  1    12.6774434685     120         6         57          6      6MO LIBOR            0       0
  1    12.4570657103     120         6         58          6      6MO LIBOR            0       0
  1    12.3774293286     120         6         59          6      6MO LIBOR            0       0
  1    11.5000000000     120         6         58          6      6MO LIBOR          100      30
  1    11.3750000000     120         6         52          6      6MO LIBOR          100      36
  1    12.6250000000     120         6         53          6      6MO LIBOR            0       0
  1    11.2578356053     120         6         55          6      6MO LIBOR            0       0
  1    12.1311262489     120         6         56          6      6MO LIBOR            0       0
  1    12.2055369801     120         6         57          6      6MO LIBOR            0       0


*    Includes only those mortgage loans originated by GreenPoint Mortgage
     Funding, Inc.


                                      C-4



                   HYPOTHETICAL MORTGAGE LOAN CHARACTERISTICS



                                                   CUT-OFF
                                      CURRENT       DATE
        CUT-OFF DATE     CURRENT         NET      REMAINING
           UNPAID       MORTGAGE      MORTGAGE     TERM TO                INITIAL       PERIODIC
         PRINCIPAL      INTEREST      INTEREST      STATED    LOAN       PERIODIC        RATE         GROSS
          BALANCE         RATE          RATE      MATURITY     AGE         CAP            CAP         MARGIN
GROUP       ($)            (%)           (%)       (MONTHS)  (MONTHS)      (%)            (%)          (%)
-----  -------------  ------------  ------------  ---------  --------  ------------  ------------  ------------

  1    16,435,623.26  6.7518069781  6.3813800098     358        2      5.4794452158  1.5704119443  2.8162811891
  1     3,177,487.64  6.6205220648  6.3391104111     359        1      5.1463613026  1.1463613026  2.2500000000
  1       266,400.00  6.6250000000  6.3740000000     357        3      5.0000000000  1.0000000000  2.2500000000
  1       719,984.16  6.8750000000  6.6240000000     358        2      5.0000000000  1.0000000000  2.2500000000
  1       224,000.00  6.0000000000  5.6240000000     355        5      6.0000000000  2.0000000000  2.7500000000
  1       991,120.00  6.2658810235  5.8898810235     356        4      6.0000000000  2.0000000000  2.2500000000
  1     1,852,512.00  6.6000290416  6.2240290416     357        3      5.7992045396  1.9330681799  2.5624082327
  1     1,330,490.00  6.5113275936  6.1353275936     358        2      5.0214131636  1.6738043879  2.6577445152
  1     1,129,499.90  6.9080344983  6.5320344983     359        1      6.0000000000  2.0000000000  2.2500000000
  1       315,759.54  7.3750000000  7.1240000000     359        1      5.0000000000  1.0000000000  2.2500000000
  1       449,203.75  6.6250000000  6.3740000000     358        2      5.0000000000  1.0000000000  2.2500000000
  1       984,399.99  6.7900751744  6.5390751744     357        3      5.0000000000  1.0000000000  2.2500000000
  1     3,417,469.66  6.9444955358  6.6934955358     358        2      5.0000000000  1.0000000000  2.2500000000
  1     5,870,092.03  6.6959234164  6.4449234164     359        1      5.0000000000  1.0000000000  2.2500000000
  1       300,000.00  6.8750000000  6.6240000000     359        1      5.0000000000  1.0000000000  2.2500000000
  1     1,451,200.00  6.8172546858  6.5662546858     358        2      5.0000000000  1.0000000000  2.2500000000
  1     2,210,380.50  6.5803461214  6.3293461214     359        1      5.0000000000  1.0000000000  2.2500000000
  1       257,250.00  6.5000000000  6.2490000000     359        1      5.0000000000  1.0000000000  2.2500000000
  1     1,187,787.27  5.5000000000  5.2490000000     353        7      5.0000000000  2.0000000000  2.7500000000
  1       418,205.00  5.7500000000  5.4990000000     355        5      5.0000000000  2.0000000000  2.7500000000
  1     1,192,998.82  6.8860997155  6.6350997155     359        1      5.0000000000  1.0000000000  2.2500000000
  1       600,000.00  7.1250000000  6.8740000000     355        5      5.0000000000  1.0000000000  2.2500000000
  1       500,000.00  7.5000000000  7.2490000000     357        3      5.0000000000  1.0000000000  2.2500000000
  1       200,000.00  7.0000000000  6.7490000000     358        2      5.0000000000  1.0000000000  2.2500000000
  1     1,786,000.00  6.9785834267  6.7275834267     359        1      5.0000000000  1.0000000000  2.2500000000
  1       820,643.53  7.0125776474  6.7615776474     358        2      5.0000000000  1.0000000000  2.2500000000
  1       428,350.00  7.2667940936  7.0157940936     359        1      5.0000000000  1.0000000000  2.2500000000
  2     1,624,209.62  5.7735207325  5.3975207325     359        1      2.0000000000  2.0000000000  2.2500000000
  2       403,065.24  6.0175000454  5.6415000454     356        4      2.0000000000  2.0000000000  2.2500000000
  2       186,254.37  5.8750000000  5.4990000000     358        2      2.0000000000  2.0000000000  2.2500000000
  2     8,406,076.00  6.3858024243  6.0098024243     359        1      2.0000000000  2.0000000000  2.2500000000
  2    12,282,122.00  6.1868531859  5.8108531859     360        0      2.0000000000  2.0000000000  2.2500000000
  3       455,658.35  5.6250000000  5.3740000000     358        2      5.0000000000  2.0000000000  2.2500000000
  3       115,253.89  6.5000000000  6.2490000000     353        7      5.0000000000  2.0000000000  2.2500000000
  3       984,528.33  5.8360437911  5.5850437911     356        4      5.0000000000  2.0000000000  2.2500000000
  3       498,636.62  6.5000000000  6.2490000000     357        3      5.0000000000  2.0000000000  2.2500000000
  3    23,618,458.71  5.5983899956  5.3473899956     359        1      5.0000000000  2.0000000000  2.2500000000
  3    38,142,853.60  5.8438396295  5.5928396295     360        0      5.0000000000  2.0000000000  2.2500000000
  3       394,400.00  6.0000000000  5.7490000000     354        6      5.0000000000  2.0000000000  2.2500000000
  3     2,759,867.44  5.6243044702  5.3733044702     355        5      5.0000000000  2.0000000000  2.2500000000
  3       713,959.96  6.4982351741  6.2472351741     356        4      5.0000000000  2.0000000000  2.2500000000
  3     3,917,314.00  6.0406236901  5.7896236901     357        3      5.0000000000  2.0000000000  2.2500000000
  3     1,602,000.00  5.9297752809  5.6787752809     358        2      5.0000000000  2.0000000000  2.2500000000
  3    38,213,289.15  5.8135196232  5.5625196232     359        1      5.0000000000  2.0000000000  2.2500000000





                      ORIGINAL              CUT-OFF
                      INTEREST     INDEX      DATE      PAYMENT               PREPAYMENT  PREPAYMENT
           RATE         ONLY    ADJUSTMENT   MONTHS   ADJUSTMENT               PENALTY     PENALTY
          CEILING       TERM     FREQUENCY  TO ROLL   FREQUENCY               PERCENTAGE    TERM
GROUP       (%)       (MONTHS)   (MONTHS)   (MONTHS)   (MONTHS)     INDEX       (%)*       (MONTHS)*
-----  -------------  --------  ----------  --------  ----------  ---------  -----------  ----------

  1    12.3677022867     120         6         58          6      6MO LIBOR  4.458425387      36
  1    11.7668833674     120         6         59          6      6MO LIBOR  75.67067704      36
  1    11.6250000000     120         6         57          6      6MO LIBOR          100      42
  1    11.8750000000     120         6         58          6      6MO LIBOR          100      42
  1    12.0000000000     120         6         55          6      6MO LIBOR            0       0
  1    12.2658810235     120         6         56          6      6MO LIBOR            0       0
  1    12.6000290416     120         6         57          6      6MO LIBOR            0       0
  1    12.5113275936     120         6         58          6      6MO LIBOR            0       0
  1    12.9080344983     120         6         59          6      6MO LIBOR            0       0
  1    12.3750000000       0         6         83          6      6MO LIBOR            0       0
  1    11.6250000000       0         6         82          6      6MO LIBOR          100      36
  1    11.7900751744     120         6         81          6      6MO LIBOR            0       0
  1    11.9444955358     120         6         82          6      6MO LIBOR            0       0
  1    11.6959234164     120         6         83          6      6MO LIBOR            0       0
  1    11.8750000000     120         6         83          6      6MO LIBOR          100      12
  1    11.8172546858     120         6         82          6      6MO LIBOR          100      36
  1    11.5803461214     120         6         83          6      6MO LIBOR          100      36
  1    11.5000000000     120         6         83          6      6MO LIBOR          100      42
  1    10.5000000000     120        12        113         12       1YR CMT             0       0
  1    10.7500000000     120        12        115         12       1YR CMT             0       0
  1    11.8860997155       0         6        119          6      6MO LIBOR            0       0
  1    12.1250000000     120         6        115          6      6MO LIBOR            0       0
  1    12.5000000000     120         6        117          6      6MO LIBOR            0       0
  1    12.0000000000     120         6        118          6      6MO LIBOR            0       0
  1    11.9785834267     120         6        119          6      6MO LIBOR            0       0
  1    12.0125776474     120         6        118          6      6MO LIBOR          100      36
  1    12.2667940936     120         6        119          6      6MO LIBOR          100      36
  2    11.7735207325       0        12         35         12      1YR LIBOR            0       0
  2    12.0175000454      36        12         32         12      1YR LIBOR            0       0
  2    11.8750000000      36        12         34         12      1YR LIBOR            0       0
  2    12.3858024243      36        12         35         12      1YR LIBOR            0       0
  2    12.1868531859      36        12         36         12      1YR LIBOR            0       0
  3    10.6250000000       0        12         48         12      1YR LIBOR            0       0
  3    11.5000000000       0        12         53         12      1YR LIBOR            0       0
  3    10.8360437911       0        12         56         12      1YR LIBOR            0       0
  3    11.5000000000       0        12         57         12      1YR LIBOR            0       0
  3    10.5983899956       0        12         59         12      1YR LIBOR            0       0
  3    10.8438396295       0        12         60         12      1YR LIBOR            0       0
  3    11.0000000000      60        12         54         12      1YR LIBOR            0       0
  3    10.6243044702      60        12         55         12      1YR LIBOR            0       0
  3    11.4982351741      60        12         56         12      1YR LIBOR            0       0
  3    11.0406236901      60        12         57         12      1YR LIBOR            0       0
  3    10.9297752809      60        12         58         12      1YR LIBOR            0       0
  3    10.8135196232      60        12         59         12      1YR LIBOR            0       0


*    Includes only those mortgage loans originated by GreenPoint Mortgage
     Funding, Inc.


                                      C-5



                   HYPOTHETICAL MORTGAGE LOAN CHARACTERISTICS



                                                    CUT-OFF
                                       CURRENT       DATE
        CUT-OFF DATE      CURRENT         NET      REMAINING
           UNPAID        MORTGAGE      MORTGAGE     TERM TO                INITIAL       PERIODIC
         PRINCIPAL       INTEREST      INTEREST      STATED    LOAN       PERIODIC        RATE         GROSS
          BALANCE          RATE          RATE      MATURITY     AGE         CAP            CAP         MARGIN
GROUP       ($)             (%)           (%)       (MONTHS)  (MONTHS)      (%)            (%)          (%)
-----  --------------  ------------  ------------  ---------  --------  ------------  ------------  ------------

  3     99,266,723.80  5.9234179833  5.6724179833     360        0      5.0000000000  2.0000000000  2.2500000000
  4        597,000.64  6.3750000000  6.1240000000     357        3      5.0000000000  2.0000000000  2.2500000000
  4        698,194.40  4.6250000000  4.3740000000     359        1      5.0000000000  2.0000000000  2.2500000000
  4      2,661,453.87  6.2138265095  5.9628265095     359        1      5.0000000000  2.0000000000  2.2500000000
  4      6,472,191.00  5.8462190006  5.5952190006     360        0      5.0000000000  2.0000000000  2.2500000000
  4      4,118,299.00  5.8793226281  5.6283226281     359        1      5.0000000000  2.0000000000  2.2500000000
  4     19,469,717.00  6.1641364381  5.9131364381     360        0      5.0000000000  2.0000000000  2.2500000000
  5        650,000.00  5.7500000000  5.4990000000     300        0      5.0000000000  2.0000000000  2.2500000000
  5        523,778.41  5.6250000000  5.3740000000     354        6      5.0000000000  2.0000000000  2.2500000000
  5      3,380,052.60  5.9262078277  5.6752078277     356        4      5.0000000000  2.0000000000  2.2500000000
  5     12,072,165.13  6.0986563115  5.8476563115     357        3      5.0000000000  2.0000000000  2.2500000000
  5      6,555,998.16  5.9589928019  5.7079928019     358        2      5.0000000000  2.0000000000  2.2500000000
  5      6,108,677.89  6.0105594950  5.7595594950     359        1      5.0000000000  2.0000000000  2.2500000000
  5      6,796,569.00  5.8290170746  5.5780170746     360        0      5.0000000000  2.0000000000  2.2500000000
  5      1,980,000.00  5.3106060606  5.0596060606     352        8      5.0000000000  2.0000000000  2.2500000000
  5        640,000.00  5.6250000000  5.3740000000     353        7      5.0000000000  2.0000000000  2.2500000000
  5      1,000,000.00  5.3750000000  5.1240000000     354        6      5.0000000000  2.0000000000  2.2500000000
  5      3,144,286.58  5.7531382302  5.5021382302     355        5      5.0000000000  2.0000000000  2.2500000000
  5     42,239,363.00  6.0891399112  5.8381399112     356        4      5.0000000000  2.0000000000  2.2500000000
  5    132,515,759.48  6.0951295433  5.8441295433     357        3      5.0000000000  2.0000000000  2.2500000000
  5     92,085,534.51  6.1532023151  5.9022023151     358        2      5.0000000000  2.0000000000  2.2500000000
  5     76,388,263.91  6.1496911221  5.8986911221     359        1      5.0000000000  2.0000000000  2.2500000000
  5     79,715,965.00  6.2204047740  5.9694047740     360        0      5.0000000000  2.0000000000  2.2500000000
 6A        335,579.71  6.0000000000  5.6240000000     356        4      5.0000000000  2.0000000000  2.7500000000
 6A      4,505,045.93  6.3606506754  5.9846506754     357        3      5.0000000000  2.0000000000  2.5298426763
 6A      4,596,087.63  6.3274444462  5.9514444462     358        2      5.0000000000  2.0000000000  2.6805048814
 6A        492,512.76  6.0423531971  5.6663531971     359        1      5.0000000000  2.0000000000  2.7500000000
 6A        656,450.00  5.6815161094  5.3055161094     354        6      5.0000000000  2.0000000000  2.2500000000
 6A        587,800.00  5.6945389588  5.3185389588     355        5      5.0000000000  2.0000000000  2.2500000000
 6A     27,599,415.32  6.3405533168  5.9645533168     357        3      5.0155075749  2.0000000000  2.6631322359
 6A     30,773,643.71  6.3055774678  5.9295774678     358        2      5.0000000000  2.0000000000  2.7415252155
 6A      1,562,100.00  6.2910585110  5.9150585110     359        1      5.0000000000  2.0000000000  2.7500000000
 6A      1,209,272.10  6.3569800792  5.9809800792     357        3      5.0000000000  2.0000000000  2.5784091728
 6A      1,442,676.37  6.3660019797  5.9900019797     358        2      5.0000000000  2.0000000000  2.7500000000
 6A        120,452.51  6.8750000000  5.8290000000     350       10      5.0000000000  1.0000000000  3.5400000000
 6A        556,362.91  6.5588012430  5.8469090443     351        9      5.0000000000  1.0000000000  3.1747083029
 6A        149,869.76  7.0000000000  5.9540000000     353        7      5.0000000000  1.0000000000  3.4000000000
 6A        814,243.06  5.9451295922  5.5691295922     354        6      5.5610339129  1.5610339129  2.4694830436
 6A        388,413.51  6.4951824828  6.1191824828     355        5      6.0000000000  2.0000000000  2.2500000000
 6A      2,017,139.71  6.5321475285  6.1561475285     357        3      5.0000000000  1.0000000000  2.7500000000
 6A      2,683,385.78  6.3468960099  5.9708960099     358        2      5.0000000000  1.0000000000  2.7500000000
 6A        164,686.07  6.2500000000  5.8740000000     358        2      5.0000000000  1.0000000000  2.7500000000
 6A      1,243,299.76  6.3299041578  5.5770595269     351        9      5.0000000000  1.0000000000  3.1943391917
 6A        306,400.00  7.1988413838  6.1528413838     352        8      5.0000000000  1.0000000000  3.6268733681




                      ORIGINAL              CUT-OFF
                      INTEREST     INDEX      DATE      PAYMENT               PREPAYMENT  PREPAYMENT
           RATE         ONLY    ADJUSTMENT   MONTHS   ADJUSTMENT               PENALTY     PENALTY
          CEILING       TERM     FREQUENCY  TO ROLL   FREQUENCY               PERCENTAGE    TERM
GROUP       (%)       (MONTHS)   (MONTHS)   (MONTHS)   (MONTHS)     INDEX       (%)*       (MONTHS)*
-----  -------------  --------  ----------  --------  ----------  ---------  -----------  ----------

  3    10.9234179833      60        12         60         12      1YR LIBOR            0       0
  4    12.7550000000       0        12         81         12      1YR LIBOR            0       0
  4     9.2550000000       0        12         82         12      1YR LIBOR            0       0
  4    11.2138265095       0        12         83         12      1YR LIBOR            0       0
  4    10.8462190006       0        12         84         12      1YR LIBOR            0       0
  4    10.8793226281      84        12         83         12      1YR LIBOR            0       0
  4    11.1641364381      84        12         84         12      1YR LIBOR            0       0
  5    10.7500000000       0        12        120         12      1YR LIBOR            0       0
  5    10.6250000000       0        12        114         12      1YR LIBOR            0       0
  5    10.9262078277       0        12        116         12      1YR LIBOR            0       0
  5    11.0986563115       0        12        117         12      1YR LIBOR            0       0
  5    10.9589928019       0        12        118         12      1YR LIBOR            0       0
  5    11.0105594950       0        12        119         12      1YR LIBOR            0       0
  5    10.8290170746       0        12        120         12      1YR LIBOR            0       0
  5    10.3106060606     120        12        112         12      1YR LIBOR            0       0
  5    10.6250000000     120        12        113         12      1YR LIBOR            0       0
  5    10.3750000000     120        12        114         12      1YR LIBOR            0       0
  5    10.7531382302     120        12        115         12      1YR LIBOR            0       0
  5    11.0891399112     120        12        116         12      1YR LIBOR            0       0
  5    11.0951295433     120        12        117         12      1YR LIBOR            0       0
  5    11.1587732227     120        12        118         12      1YR LIBOR            0       0
  5    11.1496911221     120        12        119         12      1YR LIBOR            0       0
  5    11.2204047740     120        12        120         12      1YR LIBOR            0       0
 6A    11.0000000000       0        12        116         12      1YR LIBOR            0       0
 6A    11.3606506754       0        12        117         12      1YR LIBOR            0       0
 6A    11.3274444462       0        12        118         12      1YR LIBOR            0       0
 6A    11.0423531971       0        12        119         12      1YR LIBOR            0       0
 6A    10.6815161094     120        12        114         12      1YR LIBOR            0       0
 6A    10.6945389588     120        12        115         12      1YR LIBOR            0       0
 6A    11.3560608917     120        12        117         12      1YR LIBOR            0       0
 6A    11.3055774678     120        12        118         12      1YR LIBOR            0       0
 6A    11.2910585110     120        12        119         12      1YR LIBOR            0       0
 6A    11.3569800792     120        12        117         12      1YR LIBOR            0       0
 6A    11.3660019797     120        12        118         12      1YR LIBOR            0       0
 6A    12.8750000000       0         6        110          6      6MO LIBOR            0       0
 6A    12.0601328828       0         6        111          6      6MO LIBOR            0       0
 6A    13.0000000000       0         6        113          6      6MO LIBOR            0       0
 6A    11.9451295922       0         6        114          6      6MO LIBOR            0       0
 6A    12.4951824828       0         6        115          6      6MO LIBOR            0       0
 6A    12.5321475285       0         6        117          6      6MO LIBOR            0       0
 6A    12.3468960099       0         6        118          6      6MO LIBOR            0       0
 6A    12.2500000000       0         6        118          6      6MO LIBOR            0       0
 6A    12.3299041578     120         6        111          6      6MO LIBOR            0       0
 6A    13.1988413838     120         6        112          6      6MO LIBOR            0       0


*    Includes only those mortgage loans originated by GreenPoint Mortgage
     Funding, Inc.


                                       C-6



                   HYPOTHETICAL MORTGAGE LOAN CHARACTERISTICS



                                                   CUT-OFF
                                      CURRENT       DATE
        CUT-OFF DATE     CURRENT         NET      REMAINING
           UNPAID       MORTGAGE      MORTGAGE     TERM TO                INITIAL       PERIODIC
         PRINCIPAL      INTEREST      INTEREST      STATED    LOAN       PERIODIC        RATE         GROSS
          BALANCE         RATE          RATE      MATURITY     AGE         CAP            CAP         MARGIN
GROUP       ($)            (%)           (%)       (MONTHS)  (MONTHS)      (%)            (%)          (%)
-----  -------------  ------------  ------------  ---------  --------  ------------  ------------  ------------

 6A       447,100.00  7.1363509282  6.0903509282     353        7      5.0000000000  1.0000000000  3.4023551778
 6A     4,764,837.67  6.7064054346  6.2886432564     354        6      5.8965337260  1.8965337260  2.3422486830
 6A     5,609,261.80  6.5537811923  6.1777811923     355        5      5.9526675721  2.0000000000  2.2500000000
 6A     2,922,349.57  6.5113225875  6.1353225875     356        4      5.1749497340  1.1749497340  2.6625251330
 6A    20,064,392.99  6.6118735712  6.2358735712     357        3      5.1828173313  1.1828173313  2.6585913344
 6A    11,394,442.23  6.5150062555  6.1390062555     358        2      5.0000000000  1.0000000000  2.7500000000
 6A       224,500.00  6.2500000000  5.8740000000     359        1      5.0000000000  1.0000000000  2.7500000000
 6A       400,000.00  7.0000000000  5.9540000000     351        9      5.0000000000  1.0000000000  3.7800000000
 6A       760,000.00  6.1250000000  5.7490000000     356        4      5.0000000000  1.0000000000  2.7500000000
 6B     3,804,525.16  6.3061346386  5.9301346386     357        3      5.0000000000  2.0000000000  2.7500000000
 6B     1,351,623.27  5.4388908401  5.0628908401     354        6      5.0000000000  2.0000000000  2.2500000000
 6B     8,001,866.18  6.2145629137  5.8385629137     357        3      5.0000000000  2.0000000000  2.7212926723
 6B     5,980,782.96  6.1727112469  5.7967112469     358        2      5.0000000000  2.0000000000  2.7500000000
 6B       669,364.27  6.2500000000  5.8740000000     359        1      5.0000000000  2.0000000000  2.7500000000
 6B       417,620.09  6.3750000000  5.9990000000     358        2      5.0000000000  2.0000000000  2.7500000000
 6B       537,600.00  5.8750000000  5.4990000000     352        8      5.0000000000  2.0000000000  2.2500000000
 6B       732,000.00  5.8750000000  5.4990000000     353        7      5.0000000000  2.0000000000  2.2500000000
 6B     2,847,386.21  5.7561595231  5.3801595231     354        6      5.0000000000  2.0000000000  2.3728914307
 6B     5,605,751.88  6.2450104387  5.8690104387     356        4      5.0000000000  2.0000000000  2.7500000000
 6B    81,604,547.75  6.3406937193  5.9646937193     357        3      5.0000000000  2.0000000000  2.6943795807
 6B    82,888,657.94  6.3355165094  5.9595165094     358        2      5.0000000000  2.0000000000  2.7372391092
 6B     8,634,400.00  6.4219864727  6.0459864727     359        1      5.0000000000  2.0000000000  2.7500000000
 6B       603,200.00  6.2500000000  5.8740000000     357        3      5.0000000000  2.0000000000  2.7500000000
 6B       436,000.00  6.3750000000  5.9990000000     357        3      5.0000000000  2.0000000000  2.7500000000
 6B     2,434,733.69  6.0480545369  5.6720545369     357        3      5.0000000000  2.0000000000  2.7500000000
 6B     2,160,878.30  5.9829281397  5.6069281397     358        2      5.0000000000  2.0000000000  2.7500000000
 6B       473,866.89  6.3750000000  5.3290000000     351        9      5.0000000000  1.0000000000  3.5400000000
 6B     1,296,212.51  6.6440224451  6.2680224451     355        5      6.0000000000  2.0000000000  2.2500000000
 6B     1,385,592.71  6.1658904053  5.7898904053     356        4      5.0000000000  1.0000000000  2.7500000000
 6B     4,527,622.41  6.5315019589  6.1555019589     357        3      5.0984183617  1.0984183617  2.7007908191
 6B     3,793,599.56  6.2179453131  5.8419453131     358        2      5.0000000000  1.0000000000  2.7500000000
 6B       439,572.34  6.1250000000  5.7490000000     359        1      5.0000000000  1.0000000000  2.7500000000
 6B     1,366,671.99  6.7228447103  5.6768447103     351        9      5.0000000000  1.0000000000  3.4620463558
 6B     1,573,945.64  6.0890587476  5.4743813040     353        7      5.3631009328  1.6437650096  2.5684495336
 6B     4,245,742.38  6.2327715230  5.8567715230     354        6      5.8749519042  1.8749519042  2.3125240479
 6B    12,934,655.86  6.4468022610  6.0708022610     355        5      5.9282547591  1.9282547591  2.2858726204
 6B     6,634,971.77  6.6795916918  6.3035916918     356        4      5.5235696896  1.5235696896  2.4882151552
 6B    39,849,924.59  6.4700829932  6.0940829932     357        3      5.3106641643  1.3106641643  2.5946679179
 6B    26,636,282.42  6.3675171864  5.9915171864     358        2      5.0000000000  1.0000000000  2.7500000000
 6B     3,050,098.40  6.1168991846  5.7408991846     359        1      5.0000000000  1.0000000000  2.7500000000
 6B       524,000.00  6.3750000000  5.9990000000     356        4      5.0000000000  1.0000000000  2.7500000000
 6B     2,385,247.85  6.0955219313  5.7195219313     357        3      5.0000000000  1.0000000000  2.7500000000
 6B       811,678.90  7.0000000000  6.6240000000     358        2      5.0000000000  1.0000000000  2.7500000000




                      ORIGINAL              CUT-OFF
                      INTEREST     INDEX      DATE      PAYMENT               PREPAYMENT  PREPAYMENT
           RATE         ONLY    ADJUSTMENT   MONTHS   ADJUSTMENT               PENALTY     PENALTY
          CEILING       TERM     FREQUENCY  TO ROLL   FREQUENCY               PERCENTAGE    TERM
GROUP       (%)       (MONTHS)   (MONTHS)   (MONTHS)   (MONTHS)     INDEX       (%)*       (MONTHS)*
-----  -------------  --------  ----------  --------  ----------  ---------  -----------  ----------

 6A    13.1363509282     120         6        113          6      6MO LIBOR            0       0
 6A    12.7064054346     120         6        114          6      6MO LIBOR            0       0
 6A    12.5064487643     120         6        115          6      6MO LIBOR            0       0
 6A    12.4598571497     120         6        116          6      6MO LIBOR            0       0
 6A    12.6118735712     120         6        117          6      6MO LIBOR            0       0
 6A    12.5150062555     120         6        118          6      6MO LIBOR            0       0
 6A    12.2500000000     120         6        119          6      6MO LIBOR            0       0
 6A    13.0000000000     120         6        111          6      6MO LIBOR            0       0
 6A    12.1250000000     120         6        116          6      6MO LIBOR            0       0
 6B    11.3061346386     120        12        117         12       1YR CMT             0       0
 6B    10.4388908401       0        12        114         12      1YR LIBOR            0       0
 6B    11.2145629137       0        12        117         12      1YR LIBOR            0       0
 6B    11.1727112469       0        12        118         12      1YR LIBOR            0       0
 6B    11.2500000000       0        12        119         12      1YR LIBOR            0       0
 6B    11.3750000000       0        12        118         12      1YR LIBOR            0       0
 6B    10.8750000000     120        12        112         12      1YR LIBOR            0       0
 6B    10.8750000000     120        12        113         12      1YR LIBOR            0       0
 6B    10.7561595231     120        12        114         12      1YR LIBOR            0       0
 6B    11.2450104387     120        12        116         12      1YR LIBOR            0       0
 6B    11.3406937193     120        12        117         12      1YR LIBOR            0       0
 6B    11.3355165094     120        12        118         12      1YR LIBOR            0       0
 6B    11.4219864727     120        12        119         12      1YR LIBOR            0       0
 6B    11.2500000000     120        12        117         12      1YR LIBOR            0       0
 6B    11.3750000000     120        12        117         12      1YR LIBOR            0       0
 6B    11.0480545369     120        12        117         12      1YR LIBOR            0       0
 6B    10.9829281397     120        12        118         12      1YR LIBOR            0       0
 6B    12.3750000000       0         6        111          6      6MO LIBOR            0       0
 6B    12.6440224451       0         6        115          6      6MO LIBOR            0       0
 6B    12.1658904053       0         6        116          6      6MO LIBOR            0       0
 6B    12.5315019589       0         6        117          6      6MO LIBOR            0       0
 6B    12.2179453131       0         6        118          6      6MO LIBOR            0       0
 6B    12.1250000000       0         6        119          6      6MO LIBOR            0       0
 6B    12.7228447103     120         6        111          6      6MO LIBOR            0       0
 6B    12.0890587476     120         6        113          6      6MO LIBOR            0       0
 6B    12.2327715230     120         6        114          6      6MO LIBOR            0       0
 6B    12.4468022610     120         6        115          6      6MO LIBOR            0       0
 6B    12.6795916918     120         6        116          6      6MO LIBOR            0       0
 6B    12.4700829932     120         6        117          6      6MO LIBOR            0       0
 6B    12.3675171864     120         6        118          6      6MO LIBOR            0       0
 6B    12.1168991846     120         6        119          6      6MO LIBOR            0       0
 6B    12.3750000000     120         6        116          6      6MO LIBOR            0       0
 6B    12.0955219313     120         6        117          6      6MO LIBOR            0       0
 6B    13.0000000000     120         6        118          6      6MO LIBOR            0       0


*    Includes only those mortgage loans originated by GreenPoint Mortgage
     Funding, Inc.


                                       C-7



                                   APPENDIX D

                 SENSITIVITY AND AGGREGATE REALIZED LOSS TABLES

          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 1-M-2
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                                PERCENTAGE OF CPR
                                LOSS SEVERITY  ---------------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE     0%      10%    20%    25%   30%   40%   50%
------------------------------  -------------  ------  ------  -----  ----  ----  ----  ----

0%............................        0%         5.46%   5.47%  5.47% 5.47% 5.47% 5.47% 5.47%
1%............................       25%         5.46    5.50   5.47  5.47  5.47  5.47  5.47
1%............................       50%         5.46    5.50   5.52  5.50  5.47  5.47  5.47
2%............................       25%         5.47    5.50   5.53  5.50  5.47  5.48  5.48
2%............................       50%         5.47    5.50   5.53  5.53  5.54  5.55  5.55
3%............................       25%         5.47    5.51   5.53  5.53  5.54  5.58  5.56
3%............................       50%         5.47    5.52   5.55  5.55  5.56  5.56  5.56
4%............................       25%         5.47    5.51   5.53  5.53  5.54  5.55  5.54
4%............................       50%       (65.93) (44.25) (0.77) 1.93  3.81  5.58  5.57


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 1-M-3
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                                 PERCENTAGE OF CPR
                                LOSS SEVERITY  ----------------------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE     0%      10%     20%      25%     30%    40%    50%
------------------------------  -------------  ------  ------  -------  ------  ------  -----  ----

0%............................        0%        5.54%    5.55%   5.55%    5.55%   5.55%  5.55% 5.55%
1%............................       25%        5.55     5.59    5.55     5.55    5.55   5.55  5.55
1%............................       50%        5.55     5.60    5.63     5.59    5.55   5.55  5.55
2%............................       25%        5.55     5.60    5.63     5.58    5.55   5.55  5.55
2%............................       50%        5.55     5.60    5.63     5.64    5.65   5.66  5.65
3%............................       25%        5.55     5.60    5.63     5.64    5.65   5.65  5.68
3%............................       50%        4.97     5.62    5.66     5.68    5.68   5.68  5.67
4%............................       25%        5.56     5.61    5.63     5.64    5.65   5.66  5.64
4%............................       50%          **   (98.84) (85.12)  (75.91) (64.25) (2.19) 5.69


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 1-M-4
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                                 PERCENTAGE OF CPR
                                LOSS SEVERITY  ----------------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE    0%    10%    20%   25%   30%     40%     50%
------------------------------  -------------  ----  -----  ----  ----  -----  ------  ------

0%............................        0%       6.11%  6.11% 6.11% 6.11%  6.11%   6.11%   6.11%
1%............................       25%       6.12   6.19  6.11  6.11   6.11    6.11    6.11
1%............................       50%       6.12   6.21  6.28  6.19   6.11    6.11    6.11
2%............................       25%       6.12   6.22  6.28  6.11   6.11    6.11    6.11
2%............................       50%       6.12   6.22  6.28  6.30   6.33    6.26    6.11
3%............................       25%       6.12   6.23  6.29  6.30   6.32    6.30    6.35
3%............................       50%       2.26   1.98  2.58  3.20   4.30    6.34    6.12
4%............................       25%       6.13   6.24  6.29  6.31   6.33    6.25    6.05
4%............................       50%         **     **    **    **     **  (86.10) (12.93)



                                      D-1



          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 1-M-5
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                                 PERCENTAGE OF CPR
                                LOSS SEVERITY  ---------------------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE    0%    10%     20%     25%     30%     40%     50%
------------------------------  -------------  ----  -----  ------  ------  ------  ------  ------

0%............................        0%       6.23%  6.24%   6.26%   6.27%   6.28%   6.29%   6.30%
1%............................       25%       6.24   6.33    6.26    6.27    6.28    6.30    6.30
1%............................       50%       6.24   6.35    6.44    6.26    6.27    6.28    6.30
2%............................       25%       6.24   6.36    6.44    6.26    6.27    6.28    6.30
2%............................       50%       6.24   6.36    6.44    6.47    6.50    6.39    6.12
3%............................       25%       6.25   6.37    6.45    6.47    6.49    6.45    6.50
3%............................       50%       1.13  (0.84) (87.88) (80.41) (71.53) (12.78) (3.43)
4%............................       25%       6.25   6.38    6.45    6.48    6.51    6.37    6.10
4%............................       50%         **     **      **      **      **      **      **


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 1-M-6
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                           PERCENTAGE OF CPR
                                LOSS SEVERITY  ----------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE    0%    10%   20%   25%   30%   40%   50%
------------------------------  -------------  ----  ----  ----  ----  ----  ----  ----

0%............................        0%       6.50% 6.71% 7.09% 7.28% 7.41% 7.51% 7.51%
1%............................       25%       6.49  6.70  7.12  7.30  7.43  7.51  7.51
1%............................       50%       6.49  6.61  6.76  6.92  7.04  7.22  7.51
2%............................       25%       6.49  6.62  6.77  6.92  7.04  7.22  7.51
2%............................       50%       6.49  6.62  6.77  6.83  6.89  4.96  3.32
3%............................       25%       6.50  6.64  6.78  6.84  6.90  7.09  7.22
3%............................       50%       0.69    **    **    **    **    **    **
4%............................       25%       6.51  6.65  6.79  6.85  6.82  4.26  2.84
4%............................       50%         **    **    **    **    **    **    **


          The following table sets forth the amount of Realized Losses that
would be incurred with respect to the Mortgage Loans in Loan Group 1, expressed
as a percentage of the aggregate outstanding principal balance of the Mortgage
Loans in Loan Group 1 as of the Cut-off Date.

                   AGGREGATE REALIZED LOSSES FOR LOAN GROUP 1



                                                           PERCENTAGE OF CPR
                                LOSS SEVERITY  ------------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE     0%    10%    20%   25%   30%   40%   50%
------------------------------  -------------  -----  -----  ----  ----  ----  ----  ----

1%............................       25%        4.84%  1.95% 1.06% 0.84% 0.69% 0.49% 0.37%
1%............................       50%        9.68   3.89  2.13  1.69  1.38  0.98  0.73
2%............................       25%        8.72   3.66  2.05  1.64  1.35  0.97  0.73
2%............................       50%       17.43   7.33  4.10  3.28  2.70  1.93  1.45
3%............................       25%       11.82   5.18  2.97  2.39  1.98  1.43  1.08
3%............................       50%       23.64  10.36  5.95  4.79  3.96  2.86  2.16
4%............................       25%       14.31   6.53  3.83  3.11  2.58  1.88  1.42
4%............................       50%       28.62  13.06  7.66  6.22  5.17  3.76  2.85



                                       D-2



          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS X-B-2
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                             PERCENTAGE OF CPR
                                LOSS SEVERITY  ---------------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE     0%     10%     20%    25%   30%   40%   50%
------------------------------  -------------  ------  ------  -----  ----  ----  ----  ----

0%............................        0%         7.03%   6.92%  6.73% 6.70% 6.69% 6.73% 6.85%
75%...........................       25%         7.03    6.93   6.73  6.70  6.69  6.73  6.83
75%...........................       50%        (0.35)   6.94   6.74  6.69  6.68  6.73  6.83
100%..........................       25%         7.01    6.93   6.73  6.69  6.69  6.73  6.83
100%..........................       50%       (24.50)   4.90   6.74  6.70  6.68  6.73  6.83
150%..........................       25%         0.37    6.94   6.73  6.69  6.68  6.73  6.83
150%..........................       50%       (45.51) (27.46)  4.61  6.70  6.68  6.73  6.83
200%..........................       25%       (23.84)   5.12   6.73  6.70  6.68  6.73  6.83
200%..........................       50%       (60.00) (46.30) (4.95) 1.81  5.09  6.72  6.84


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS X-B-3
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                                PERCENTAGE OF CPR
                                LOSS SEVERITY  --------------------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE     0%      10%     20%     25%     30%   40%   50%
------------------------------  -------------  ------  ------  ------  ------  ------  ----  ----

0%............................        0%         7.23%   7.17%   7.11%   7.14%   7.19% 7.35% 7.62%
75%...........................       25%         5.83    7.17    7.11    7.14    7.19  7.35  7.59
75%...........................       50%       (33.36)   0.74    7.10    7.14    7.18  7.35  7.59
100%..........................       25%        (3.56)   7.18    7.11    7.14    7.19  7.36  7.59
100%..........................       50%       (47.84) (31.11)   3.14    6.47    7.18  7.36  7.59
150%..........................       25%       (32.98)   1.11    7.10    7.14    7.19  7.36  7.59
150%..........................       50%       (68.72) (56.23) (36.08)  (8.76)   0.70  6.60  7.59
200%..........................       25%       (47.53) (30.44)   3.40    6.58    7.19  7.36  7.59
200%..........................       50%       (83.75) (73.46) (58.34) (47.23) (21.90) 1.32  6.93


          The following table sets forth the amount of Realized Losses that
would be incurred with respect to the Mortgage Loans in Aggregate Loan Group X,
expressed as a percentage of the aggregate outstanding principal balance of the
Mortgage Loans in Aggregate Loan Group X as of the Cut-off Date.

              AGGREGATE REALIZED LOSSES FOR AGGREGATE LOAN GROUP X



                                                           PERCENTAGE OF CPR
                                LOSS SEVERITY  ----------------------------------------
PERCENTAGE OF CDR                 PERCENTAGE     0%   10%   20%   25%   30%   40%   50%
------------------------------  -------------  ----  ----  ----  ----  ----  ----  ----

75%...........................       25%       0.75% 0.46% 0.29% 0.23% 0.19% 0.12% 0.08%
75%...........................       50%       1.50  0.91  0.58  0.47  0.38  0.25  0.16
100%..........................       25%       1.00  0.61  0.39  0.31  0.25  0.16  0.11
100%..........................       50%       1.99  1.21  0.77  0.62  0.50  0.33  0.22
150%..........................       25%       1.48  0.90  0.58  0.46  0.38  0.25  0.16
150%..........................       50%       2.96  1.81  1.15  0.93  0.75  0.49  0.32
200%..........................       25%       1.96  1.20  0.77  0.62  0.50  0.33  0.22
200%..........................       50%       3.92  2.39  1.53  1.23  1.00  0.65  0.43



                                      D-3



          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 5-B-2
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                               PERCENTAGE OF CPR
                                LOSS SEVERITY  ------------------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE     0%      10%     20%    25%    30%    40%   50%
------------------------------  -------------  ------  ------  ------  -----  -----  ----  ----

0% ...........................        0%         6.81%   6.65%   6.67%  6.73%  6.80% 6.98% 7.22%
75% ..........................       25%         6.81    6.66    6.66   6.73   6.81  6.99  7.20
75% ..........................       50%       (21.97)   5.63    6.64   6.72   6.81  6.99  7.20
100% .........................       25%         5.22    6.66    6.66   6.73   6.80  6.99  7.20
100% .........................       50%       (36.88)  (0.18)   6.63   6.72   6.80  7.00  7.20
150% .........................       25%       (21.17)   5.75    6.65   6.73   6.81  6.99  7.20
150% .........................       50%       (57.31) (42.97)  (1.64)  3.37   6.05  6.99  7.21
200% .........................       25%       (36.41)   0.34    6.64   6.72   6.81  7.00  7.20
200% .........................       50%       (73.07) (60.70) (41.85) (9.46) (0.96) 6.11  7.21


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 5-B-3
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                                 PERCENTAGE OF CPR
                                LOSS SEVERITY  ----------------------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE     0%      10%     20%     25%     30%     40%    50%
------------------------------  -------------  ------  ------  ------  ------  ------  ------  ----

0% ...........................        0%         7.08%   7.02%   7.24%   7.40%   7.56%   7.93% 8.39%
75% ..........................       25%         1.19    7.01    7.22    7.41    7.57    7.94  8.35
75% ..........................       50%       (45.54) (29.14)   5.06    7.38    7.57    7.94  8.35
100% .........................       25%       (25.50)   5.39    7.21    7.40    7.57    7.94  8.35
100% .........................       50%       (60.50) (46.89)  (5.16)   2.04    6.26    7.95  8.35
150% .........................       25%       (45.28) (28.58)   5.26    7.39    7.58    7.95  8.36
150% .........................       50%       (82.81) (72.07) (56.42) (44.92) (19.15)   3.92  8.25
200% .........................       25%       (60.24) (46.50)  (4.65)   2.37    6.38    7.96  8.36
200% .........................       50%       (98.41) (89.76) (77.58) (69.19) (54.49) (12.46) 4.58


          The following table sets forth the amount of Realized Losses that
would be incurred with respect to the Mortgage Loans in Loan Group 5, expressed
as a percentage of the aggregate outstanding principal balance of the Mortgage
Loans in Loan Group 5 as of the Cut-off Date.

                   AGGREGATE REALIZED LOSSES FOR LOAN GROUP 5



                                                           PERCENTAGE OF CPR
                                LOSS SEVERITY  ----------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE    0%    10%   20%   25%   30%   40%   50%
------------------------------  -------------  ----  ----  ----  ----  ----  ----  ----

75% ..........................       25%       0.77% 0.47% 0.30% 0.25% 0.20% 0.13% 0.09%
75% ..........................       50%       1.54  0.94  0.61  0.49  0.40  0.27  0.18
100% .........................       25%       1.02  0.63  0.40  0.33  0.27  0.18  0.12
100% .........................       50%       2.05  1.25  0.81  0.65  0.53  0.35  0.24
150% .........................       25%       1.52  0.93  0.60  0.49  0.40  0.26  0.18
150% .........................       50%       3.04  1.86  1.20  0.97  0.79  0.53  0.35
200% .........................       25%       2.01  1.23  0.80  0.65  0.53  0.35  0.23
200% .........................       50%       4.02  2.47  1.59  1.29  1.05  0.70  0.47



                                       D-4



          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 6-B-3
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                            PERCENTAGE OF CPR
                                LOSS SEVERITY  ------------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE     0%     10%   20%   25%   30%   40%   50%
------------------------------  -------------  ------  ----  ----  ----  ----  ----  ----

0% ...........................        0%         6.97% 6.80% 6.80% 6.86% 6.92% 7.10% 7.34%
75% ..........................       25%         6.97  6.80  6.79  6.86  6.93  7.11  7.32
75% ..........................       50%         6.97  6.81  6.78  6.85  6.92  7.11  7.32
100% .........................       25%         6.97  6.80  6.79  6.86  6.93  7.11  7.32
100% .........................       50%         6.97  6.82  6.78  6.85  6.93  7.11  7.32
150% .........................       25%         6.97  6.80  6.79  6.86  6.93  7.11  7.32
150% .........................       50%       (16.47) 6.84  6.77  6.84  6.93  7.11  7.32
200% .........................       25%         6.97  6.81  6.78  6.86  6.93  7.11  7.32
200% .........................       50%       (31.49) 5.57  6.75  6.83  6.93  7.11  7.32


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 6-B-4
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                             PERCENTAGE OF CPR
                                LOSS SEVERITY  --------------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE     0%      10%    20%   25%   30%   40%   50%
------------------------------  -------------  ------  ------  ----  ----  ----  ----  ----

0% ...........................        0%         6.97%   6.80% 6.80% 6.86% 6.92% 7.10% 7.34%
75% ..........................       25%         6.97    6.80  6.79  6.86  6.93  7.11  7.32
75% ..........................       50%         6.97    6.81  6.78  6.85  6.92  7.11  7.32
100% .........................       25%         6.97    6.80  6.79  6.86  6.93  7.11  7.32
100% .........................       50%         6.59    6.82  6.78  6.85  6.93  7.11  7.32
150% .........................       25%         6.97    6.80  6.79  6.86  6.93  7.11  7.32
150% .........................       50%       (24.54)   6.91  6.77  6.84  6.93  7.11  7.32
200% .........................       25%         6.77    6.81  6.78  6.86  6.93  7.11  7.32
200% .........................       50%       (38.65) (19.20) 6.75  6.83  6.93  7.11  7.32


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 6-B-5
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                             PERCENTAGE OF CPR
                                LOSS SEVERITY  --------------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE     0%      10%    20%   25%   30%   40%   50%
------------------------------  -------------  ------  ------  ----  ----  ----  ----  ----

0% ...........................        0%         6.97%   6.80% 6.80% 6.86% 6.92% 7.10% 7.34%
75% ..........................       25%         6.97    6.80  6.79  6.86  6.93  7.11  7.32
75% ..........................       50%         6.97    6.81  6.78  6.85  6.92  7.11  7.32
100% .........................       25%         6.97    6.80  6.79  6.86  6.93  7.11  7.32
100% .........................       50%        (3.35)   6.82  6.78  6.85  6.93  7.11  7.32
150% .........................       25%         6.97    6.80  6.79  6.86  6.93  7.11  7.32
150% .........................       50%       (32.70)   3.70  6.77  6.84  6.93  7.11  7.32
200% .........................       25%        (0.89)   6.81  6.78  6.86  6.93  7.11  7.32
200% .........................       50%       (46.72) (31.18) 6.74  6.83  6.93  7.11  7.32



                                       D-5



          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 6-B-6
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                             PERCENTAGE OF CPR
                                LOSS SEVERITY  --------------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE     0%      10%    20%   25%   30%   40%   50%
------------------------------  -------------  ------  ------  ----  ----  ----  ----  ----

0% ...........................        0%         7.54%   7.54% 7.95% 8.21% 8.45% 9.01% 9.69%
75% ..........................       25%         7.54    7.52  7.93  8.21  8.47  9.02  9.63
75% ..........................       50%         7.02    7.51  7.90  8.20  8.45  9.02  9.63
100% .........................       25%         7.54    7.52  7.92  8.21  8.47  9.02  9.63
100% .........................       50%       (18.15)   7.51  7.88  8.19  8.46  9.02  9.63
150% .........................       25%         7.21    7.51  7.92  8.21  8.46  9.03  9.64
150% .........................       50%       (38.01) (20.02) 7.84  8.17  8.47  9.04  9.64
200% .........................       25%       (17.34)   7.51  7.90  8.21  8.47  9.04  9.64
200% .........................       50%       (52.54) (38.36) 3.43  8.13  8.47  9.02  9.65


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 6-B-7
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                              PERCENTAGE OF CPR
                                LOSS SEVERITY  ----------------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE     0%      10%     20%    25%   30%   40%   50%
------------------------------  -------------  ------  ------  ------  ----  ----  ----  ----

0% ...........................        0%         7.54%   7.54%   7.95% 8.21% 8.45% 9.01% 9.69%
75% ..........................       25%         7.54    7.52    7.93  8.21  8.47  9.02  9.63
75% ..........................       50%        (5.94)   7.51    7.90  8.20  8.45  9.02  9.63
100% .........................       25%         7.54    7.52    7.92  8.21  8.47  9.02  9.63
100% .........................       50%       (27.49)   6.48    7.88  8.19  8.46  9.02  9.63
150% .........................       25%        (4.03)   7.51    7.92  8.21  8.46  9.03  9.64
150% .........................       50%       (47.18) (32.19)   7.09  8.17  8.47  9.04  9.64
200% .........................       25%       (26.93)   6.86    7.90  8.21  8.47  9.04  9.64
200% .........................       50%       (62.72) (49.57) (29.05) 2.79  8.40  9.02  9.65


          SENSITIVITY OF PRE-TAX YIELDS TO MATURITY OF THE CLASS 6-B-8
                 CERTIFICATES TO PREPAYMENTS AND REALIZED LOSSES



                                                                PERCENTAGE OF CPR
                                LOSS SEVERITY  ---------------------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE     0%      10%     20%     25%    30%    40%    50%
------------------------------  -------------  ------  ------  ------  ------  -----  -----  -----

0% ...........................        0%        10.04%  10.76%  13.01%  14.11% 15.12% 17.32% 20.04%
75% ..........................       25%        10.04   10.68   12.92   14.13  15.17  17.36  19.76
75% ..........................       50%       (17.63)  10.18   12.78   14.08  15.11  17.37  19.77
100% .........................       25%         9.74   10.66   12.88   14.13  15.19  17.38  19.77
100% .........................       50%       (30.55) (13.45)  12.71   14.03  15.16  17.39  19.78
150% .........................       25%       (17.19)  10.21   12.85   14.13  15.14  17.41  19.80
150% .........................       50%       (50.51) (37.47) (15.74)  11.34  15.16  17.45  19.80
200% .........................       25%       (30.18) (12.45)  12.80   14.13  15.20  17.43  19.82
200% .........................       50%       (66.35) (54.92) (38.60) (26.57)  2.94  17.34  19.85



                                       D-6



          The following table sets forth the amount of Realized Losses that
would be incurred with respect to the Mortgage Loans in Aggregate Loan Group 6,
expressed as a percentage of the aggregate outstanding principal balance of the
Mortgage Loans in Aggregate Loan Group 6 as of the Cut-off Date.

              AGGREGATE REALIZED LOSSES FOR AGGREGATE LOAN GROUP 6



                                                           PERCENTAGE OF CPR
                                LOSS SEVERITY  ----------------------------------------
PERCENTAGE OF SDA                 PERCENTAGE    0%    10%   20%   25%   30%   40%   50%
------------------------------  -------------  ----  ----  ----  ----  ----  ----  ----

75% ..........................       25%       0.77% 0.47% 0.31% 0.25% 0.20% 0.14% 0.09%
75% ..........................       50%       1.54  0.95  0.61  0.50  0.41  0.27  0.18
100% .........................       25%       1.02  0.63  0.41  0.33  0.27  0.18  0.12
100% .........................       50%       2.04  1.26  0.82  0.66  0.54  0.36  0.25
150% .........................       25%       1.52  0.94  0.61  0.50  0.40  0.27  0.18
150% .........................       50%       3.04  1.87  1.22  0.99  0.81  0.54  0.37
200% .........................       25%       2.01  1.24  0.81  0.66  0.54  0.36  0.24
200% .........................       50%       4.01  2.48  1.61  1.31  1.07  0.72  0.49



                                       D-7



                                   APPENDIX E

                           INTEREST RATE SWAP SCHEDULE

 DISTRIBUTION DATE    NOTIONAL AMOUNT ($)
-------------------   -------------------
   May 20, 2006          574,284,864.00
   June 20, 2006         444,097,519.00
   July 20, 2006         424,648,865.00
  August 20, 2006        404,872,172.00
September 20, 2006       379,494,221.00
 October 20, 2006        351,571,530.00
 November 20, 2006       329,662,212.00
 December 20, 2006       316,979,987.00
 January 20, 2007        304,785,544.00
 February 20, 2007       293,060,127.00
  March 20, 2007         281,785,699.00
  April 20, 2007         270,944,918.00
   May 20, 2007          260,521,107.00
   June 20, 2007         250,498,231.00
   July 20, 2007         240,860,872.00
  August 20, 2007        231,594,204.00
September 20, 2007       222,683,973.00
 October 20, 2007        214,116,470.00
 November 20, 2007       205,878,515.00
 December 20, 2007       197,912,298.00
 January 20, 2008        190,297,641.00
 February 20, 2008       182,975,888.00
  March 20, 2008         175,130,703.00
  April 20, 2008         166,129,336.00
   May 20, 2008          159,737,307.00
   June 20, 2008         153,591,159.00
   July 20, 2008         147,681,437.00
  August 20, 2008        141,893,074.00
September 20, 2008       136,433,345.00
 October 20, 2008        131,183,643.00
 November 20, 2008       126,135,890.00
 December 20, 2008       121,282,318.00
 January 20, 2009        116,439,141.00
 February 20, 2009       111,838,856.00
  March 20, 2009         102,648,284.00
  April 20, 2009          90,602,338.00
   May 20, 2009           87,115,223.00
   June 20, 2009          83,762,283.00
   July 20, 2009          80,538,356.00


                                       E-1



 DISTRIBUTION DATE    NOTIONAL AMOUNT ($)
-------------------   -------------------
  August 20, 2009         77,438,480.00
September 20, 2009        74,457,881.00
 October 20, 2009         71,591,972.00
 November 20, 2009        68,836,341.00
 December 20, 2009        66,186,745.00
 January 20, 2010         63,639,106.00
 February 20, 2010        61,189,500.00
  March 20, 2010          58,834,156.00
  April 20, 2010          56,569,449.00
   May 20, 2010           54,391,891.00
   June 20, 2010          52,298,130.00
   July 20, 2010          50,228,592.00
  August 20, 2010         48,295,040.00
September 20, 2010        46,287,956.00
 October 20, 2010         44,189,426.00
 November 20, 2010        42,303,661.00
 December 20, 2010        39,935,920.00
 January 20, 2011         35,157,873.00
 February 20, 2011        26,134,530.00
  March 20, 2011          15,164,612.00


                                       E-2

                                   PROSPECTUS

                       BANC OF AMERICA FUNDING CORPORATION
                                    DEPOSITOR

                      BANK OF AMERICA, NATIONAL ASSOCIATION
                                     SPONSOR

                       MORTGAGE PASS-THROUGH CERTIFICATES
                              (ISSUABLE IN SERIES)

                                   ----------

--------------------------------------------------------------------------------
YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS
PROSPECTUS.

Except as otherwise described in the applicable prospectus supplement, neither
the certificates of any series nor the underlying mortgage loans will be insured
or guaranteed by any governmental agency or instrumentality or any other entity.

The certificates of each series will represent interests in the related issuing
entity only and will not be obligations of the depositor, the sponsor or any
other entity.

This prospectus may be used to offer and sell any series of certificates only if
accompanied by the prospectus supplement for that series. Please read both
documents carefully to understand the risks associated with these investments.
--------------------------------------------------------------------------------

EACH ISSUING ENTITY --

o    will issue a series of mortgage pass-through certificates that will consist
     of one or more classes of certificates; and

o    will own either:

     o    one or more pools of fixed or adjustable interest rate mortgage loans,
          each of which is secured by a first lien on a one- to four-family
          residential property; or

     o    mortgage-backed certificates that represent an interest in or are
          secured by a pool of mortgage loans.

EACH POOL OF MORTGAGE LOANS --

o    will be sold to the related issuing entity by the depositor, who will have
     in turn purchased the mortgage loans from the sponsor;

o    will be underwritten to the standards described in this prospectus and the
     accompanying prospectus supplement; and

o    will be serviced by one or more servicers affiliated or unaffiliated with
     the depositor.

EACH SERIES OF CERTIFICATES --

o    will represent interests in the related issuing entity;

o    may provide credit support by "subordinating" certain classes to other
     classes of certificates; any subordinate classes will be entitled to
     payment subject to the payment of more senior classes and will bear losses
     before more senior classes;

o    may be entitled to the benefit of one or more of the other types of credit
     support or derivative instruments described in this prospectus and in more
     detail in the accompanying prospectus supplement; and

o    will be paid only from the assets of the related issuing entity.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THE CERTIFICATES 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 PRESENTED IN THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT..    iii
SUMMARY OF TERMS...............................................................................      1
RISK FACTORS...................................................................................      7
   Limited Source of Payments - No Recourse to Depositor, Sponsor, Master Servicer or Trustee..      7
   Limited Liquidity for Certificates May Affect Your Ability to Resell Certificates...........      7
   Certain Certificates May Not Be Appropriate For Individual Investors........................      8
   Credit Enhancement is Limited in Amount and Coverage........................................      8
   The Ratings of Your Certificates May Be Lowered or Withdrawn Which May Adversely Affect
   the Liquidity or Market Value of Your Certificates..........................................      9
   Real Estate Market Conditions May Affect Mortgage Loan Performance..........................      9
   Geographic Concentration May Increase Rates of Loss and Delinquency.........................     10
   General Economic Conditions May Increase Risk of Loss.......................................     10
   Collateral Securing Cooperative Loans May Diminish in Value.................................     10
   Leaseholds May Be Subject to Default Risk on the Underlying Lease...........................     11
   Yields of Certificates Sensitive to Rate and Timing of Principal Prepayment.................     11
   Timing of Prepayments on the Mortgage Loans May Result in Interest Shortfalls on the
   Certificates................................................................................     12
   Exercise of Rights Under Special Servicing Agreements May Be Adverse to Other
   Certificateholders..........................................................................     12
   Special Powers of the FDIC in the Event of Insolvency of the Sponsor Could Delay or
   Reduce Distributions on the Certificates....................................................     13
   Insolvency of the Depositor May Delay or Reduce Collections on Mortgage Loans...............     14
   Owners of Book-Entry Certificates are Not Entitled to Exercise Rights of Holders of
   Certificates................................................................................     14
   Book-Entry System for Certain Classes of Certificates May Decrease Liquidity and Delay
   Payment.....................................................................................     15
   Cash Flow Agreements and External Credit Enhancements are Subject to Counterparty Risk......     15
   Amounts Received from an Auction and a Related Swap Agreement May Be Insufficient to
   Assure Completion of the Auction............................................................     15
   Servicing Transfer Following Event of Default May Result in Payment Delays or Losses........     16
   Effects of Failure to Comply With Consumer Protection Laws..................................     16
   Increased Risk of Loss If Delinquent Mortgage Loans are Assets of a Trust...................     17
THE TRUST ESTATES..............................................................................     17
   General.....................................................................................     17
   The Mortgage Loans..........................................................................     17
   Mortgage Certificates.......................................................................     22
   Distribution Account........................................................................     27
DESCRIPTION OF CERTIFICATES....................................................................     27
   General.....................................................................................     28
   Definitive Form.............................................................................     28
   Book-entry Form.............................................................................     29
   Distributions...............................................................................     34
   Categories of Classes of Certificates.......................................................     35
   Residual Certificates.......................................................................     39
   Mandatory Auction of Certificates...........................................................     40
   Reports To Certificateholders...............................................................     40
CREDIT ENHANCEMENT.............................................................................     42
   General.....................................................................................     42
   Subordination...............................................................................     43
   Limited Guarantee...........................................................................     43
   Financial Guaranty Insurance Policy or Surety Bond..........................................     44
   Letter of Credit............................................................................     44
   Mortgage Pool Insurance Policy..............................................................     44
   Special Hazard Insurance Policy.............................................................     45
   Mortgagor Bankruptcy Bond...................................................................     46
   Reserve Fund................................................................................     46
   Cross-Collateralization.....................................................................     47
   Overcollateralization.......................................................................     47
   Excess Interest.............................................................................     47
   Cash Flow Agreements........................................................................     47
   Fraud Waiver................................................................................     48
   FHA Insurance or VA Guarantee...............................................................     48
PREPAYMENT AND YIELD CONSIDERATIONS............................................................     49
   Factors Affecting Prepayment................................................................     50
   Effect of Principal Prepayments.............................................................     50
   Weighted Average Life of Certificates.......................................................     50
   Scheduled Delays In Distributions...........................................................     51
THE SPONSOR....................................................................................     51
THE DEPOSITOR..................................................................................     52
USE OF PROCEEDS................................................................................     53
MORTGAGE PURCHASE PROGRAM......................................................................     53
SERVICING OF THE MORTGAGE LOANS................................................................     54
   The Master Servicer.........................................................................     54
   The Servicers...............................................................................     54
THE POOLING AND SERVICING AGREEMENT............................................................     56
   Assignment of Mortgage Loans to the Trustee.................................................     56
   Representations and Warranties..............................................................     58



                                        i



                                TABLE OF CONTENTS



                                                                                                PAGE
                                                                                                ----

   Special Servicing Agreements..............................................................     59
   Payments on Mortgage Loans................................................................     59
   Periodic Advances and Servicing Advances..................................................     62
   Collection and Other Servicing Procedures.................................................     63
   Enforcement of "Due-on-Sale" Clauses; Realization Upon Defaulted Mortgage Loans...........     64
   Insurance Policies........................................................................     65
   Primary Mortgage Insurance................................................................     66
   Recoveries Under Primary Mortgage Insurance Policies......................................     66
   Fixed Retained Yield, Servicing Compensation and Payment of Expenses......................     67
   Evidence as to Compliance.................................................................     68
   Certain Matters Regarding the Depositor, the Sponsor and the Master Servicer..............     68
   Events of Default.........................................................................     69
   Rights Upon Event of Default..............................................................     69
   Enforcement...............................................................................     70
   Amendment.................................................................................     70
   List of Certificateholders................................................................     71
   Termination; Repurchase of Mortgage Loans and Mortgage Certificates.......................     71
   The Trustee...............................................................................     72
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS..................................................     73
   General...................................................................................     73
   Condominiums..............................................................................     73
   Cooperatives..............................................................................     74
   Foreclosure...............................................................................     74
   Rights of Redemption......................................................................     76
   Anti-Deficiency Legislation, the Bankruptcy Code and Other Limitations On Lenders.........     76
   Texas Home Equity Loans...................................................................     79
   "Due-on-Sale" Clauses.....................................................................     79
   Applicability of Usury Laws...............................................................     80
   Forfeiture for Drug, RICO and Money Laundering Violations.................................     80
   Homeowners Protection Act of 1998.........................................................     81
   Servicemembers Civil Relief Act and Similar Laws..........................................     81
   Environmental Considerations..............................................................     81
   Enforceability of Certain Provisions......................................................     84
BENEFIT PLAN CONSIDERATIONS..................................................................     84
   General...................................................................................     84
   Certain ERISA and Code Requirements.......................................................     85
   ERISA Administrative Exemptions...........................................................     86
   Non-ERISA Plans and Exempt Plans..........................................................     89
   Unrelated Business Taxable Income Residual Certificates...................................     89
LEGAL INVESTMENT CONSIDERATIONS..............................................................     89
FEDERAL INCOME TAX CONSEQUENCES..............................................................     91
   Federal Income Tax Consequences for REMIC Certificates....................................     92
   Taxation of Regular Certificates..........................................................     94
   Taxation of Residual Certificates.........................................................    100
   Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made....    110
STATE TAX CONSIDERATIONS.....................................................................    116
PLAN OF DISTRIBUTION.........................................................................    116
USE OF PROCEEDS..............................................................................    117
FINANCIAL INFORMATION........................................................................    117
LEGAL MATTERS................................................................................    117
RATING.......................................................................................    118
REPORTS TO CERTIFICATEHOLDERS................................................................    118
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............................................    118
WHERE YOU CAN FIND MORE INFORMATION..........................................................    118



                                       ii



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

          Information is provided to you about the certificates in two separate
documents that progressively provide more detail: (a) this prospectus, which
provides general information, some of which may not apply to your series of
certificates; and (b) the accompanying prospectus supplement, which will
describe the specific terms of your series of certificates including:

          o    the principal balances and/or interest rates of each class;

          o    the timing and priority of interest and principal payments;

          o    statistical and other information about the mortgage loans;

          o    information about credit enhancement for each class;

          o    the ratings for each class; and

          o    the method for selling the certificates.

YOU SHOULD RELY ON THE INFORMATION IN THE PROSPECTUS SUPPLEMENT FOR THE TERMS OF
YOUR SERIES OF CERTIFICATES.

          You should rely only on the information in this prospectus and the
accompanying prospectus supplement including the information incorporated by
reference. No one has been authorized to provide different information to you.
The certificates are not being offered in any state where the offer is not
permitted. The depositor does not claim the accuracy of the information in this
prospectus or the accompanying prospectus supplement as of any date other than
the dates stated on their covers.

          Cross-references are included in this prospectus and in the
accompanying prospectus supplement to captions in these materials where you can
find further related discussions. The foregoing table of contents and the table
of contents included in the accompanying prospectus supplement provide the pages
on which these captions are located.

          You can find a listing of the pages where capitalized terms used in
this prospectus are defined under the caption "Index of Terms" beginning on page
120 of this prospectus.

          The depositor's principal executive offices are located at 214 North
Tryon Street, Charlotte, North Carolina 28255 and the depositor's phone number
is (704) 386-2400.


                                       iii



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

                                SUMMARY OF TERMS

          o    THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT,
               BUT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD
               CONSIDER IN MAKING YOUR INVESTMENT DECISION. TO UNDERSTAND ALL OF
               THE TERMS OF A SERIES OF CERTIFICATES, PLEASE READ THIS ENTIRE
               DOCUMENT AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT CAREFULLY.

          o    THIS SUMMARY PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH
               FLOWS AND OTHER INFORMATION TO AID YOUR UNDERSTANDING OF THE
               TERMS OF THE CERTIFICATES AND IS QUALIFIED BY THE FULL
               DESCRIPTION OF THESE CALCULATIONS, CASH FLOWS AND OTHER
               INFORMATION IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
               SUPPLEMENT.

RELEVANT PARTIES

ISSUING ENTITY

          Each series of mortgage pass-through certificates will be issued by a
separate common law trust. Each trust will be established and each series of
certificates will be issued under a separate pooling and servicing agreement to
be entered into among the depositor and the master servicer or one or more
servicers and the trustee specified in the applicable prospectus supplement.

DEPOSITOR

          Banc of America Funding Corporation will serve as the depositor for
each series of certificates. The depositor is an indirect subsidiary of Bank of
America Corporation. It is not expected that the depositor will have any
business operations other than offering certificates and related activities.

SPONSOR

          Bank of America, National Association will serve as the sponsor for
each series of certificates. The depositor will acquire the collateral that will
serve as security for a series from the sponsor. The sponsor is an affiliate of
the depositor and may be an affiliate of a servicer.

SERVICER(S)

          The sponsor or one or more entities affiliated or unaffiliated with
the depositor and named in the applicable prospectus supplement will service the
mortgage loans in each trust. Each servicer will perform certain servicing
functions relating to the mortgage loans serviced by it in accordance with the
related pooling and servicing agreement or underlying servicing agreement.

MASTER SERVICER

          The related prospectus supplement may provide for a master servicer
for that series of certificates. The master servicer will supervise the
servicers. A master servicer may be an affiliate of the depositor, the sponsor,
a servicer and/or an originator.

TRUSTEE

          A trustee for each trust will be named in the applicable prospectus
supplement. The trustee generally will be responsible under each pooling and
servicing agreement for providing general administrative services on behalf of
the trust for a series. To the extent specified in the related prospectus
supplement, a securities administrator or other entity may perform certain of
the duties of the trustee.

ISSUING ENTITY ASSETS

          Each trust will own the assets specified in the related prospectus
supplement. These assets will consist of any combination of the following items:

          o    mortgage loans, or mortgage-backed securities or mortgage
               certificates that are secured by mortgage loans;

          o    any real estate acquired through foreclosure of a mortgage loan;

          o    any credit enhancement device described in this prospectus; and

          o    amounts on deposit in the servicer custodial accounts, master
               servicer custodial account or distribution account maintained for
               the trust.

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                                        1



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          If specified in the related prospectus supplement, the master servicer
or another party may retain the right to receive specified payments to be made
with respect to the mortgage loans or the mortgage certificates. Payments
generated by these retained interests will not be available to make payments on
any certificates.

          The related prospectus supplement will specify the cut-off date after
which the trust is entitled to receive collections on the mortgage loans and/or
mortgage certificates that it holds.

MORTGAGE LOANS

          Each trust will own the related mortgage loans (other than the fixed
retained yield, which is the portion of the mortgage interest rate, if any, not
contained in the trust).

          The mortgage loans in each trust estate:

          o    will be secured by first liens on fee simple or leasehold
               interests in one- to four-family properties;

          o    may include cooperative apartment loans secured by shares issued
               by private, nonprofit cooperative housing corporations;

          o    may be secured by second homes or investor properties;

          o    may be loans not insured or guaranteed by any governmental agency
               or may be loans insured by the Federal Housing Authority or
               partially guaranteed by the Veterans' Administration; and

          o    will be secured by real property located in one of the fifty
               states, the District of Columbia, Guam, Puerto Rico or any other
               territory of the United States.

          See "The Pooling and Servicing Agreement--Fixed Retained Yield,
Servicing Compensation and Payment of Expenses" for a description of fixed
retained yield. See "The Trust Estates" for a description of mortgage loans
secured by leases and "Certain Legal Aspects of the Mortgage
Loans--Condominiums," "--Cooperatives" and "--Leaseholds" for a description of
mortgage loans secured by condominium units, shares issued by cooperatives, and
leaseholds, respectively.

          A trust may include one or more of the following types of mortgage
loans:

          o    fixed-rate loans;

          o    adjustable-rate loans;

          o    interest only mortgage loans;

          o    graduated payment loans;

          o    subsidy loans;

          o    buy-down loans; and

          o    balloon loans.

          The mortgage loans will be:

          o    acquired by the depositor from the sponsor;

          o    originated or acquired by the sponsor; and

          o    underwritten to the standards described in this prospectus and
               the applicable prospectus supplement.

          See "Mortgage Purchase Program" for a description of the Depositor's
purchase program for mortgage loans and "The Sponsor" for a description of the
sponsor.

          You should refer to the applicable prospectus supplement for the
precise characteristics or expected characteristics of the Mortgage Loans
included in a trust.

MORTGAGE CERTIFICATES

          The mortgage certificates in a trust may include:

          o    Fannie Mae mortgage pass-through certificates;

          o    Freddie Mac mortgage pass-through certificates;

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                                        2



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          o    Ginnie Mae mortgage pass-through certificates; or

          o    Private mortgage pass-through certificates or mortgage-backed
               debt securities.

          Each mortgage certificate will represent an interest in a pool of
mortgage loans and/or payments of interest or principal on mortgage loans. The
related prospectus supplement will describe the mortgage certificates for a
series in detail including the underlying collateral and any credit enhancement
for the mortgage certificates.

THE CERTIFICATES

          Each certificate of a series will represent an ownership interest in a
trust or in specified monthly payments with respect to that trust. A series of
certificates will include one or more classes. A class of certificates will be
entitled, to the extent of funds available, to receive distributions from
collections on the related mortgage loans and, to the extent specified in the
related prospectus supplement, from any credit enhancements described in this
prospectus.

INTEREST DISTRIBUTIONS

          For each series of certificates, interest on the related mortgage
loans at the weighted average of their mortgage interest rates (net of servicing
fees and certain other amounts as described in this prospectus or in the
applicable prospectus supplement), will be passed through to holders of the
related classes of certificates in accordance with the particular terms of each
class of certificates. The terms of each class of certificates will be described
in the related prospectus supplement. See "Description of
Certificates--Distributions--Interest."

          Interest will accrue at the pass-through rate for each class indicated
in the applicable prospectus supplement on its outstanding class balance or
notional amount.

PRINCIPAL DISTRIBUTIONS

          For a series of certificates, principal payments (including
prepayments) on the related mortgage loans will be passed through to holders of
the related certificates or otherwise applied in accordance with the related
pooling and servicing agreement on each distribution date. Principal
distributions will be allocated among the classes of certificates of a series in
the manner specified in the applicable prospectus supplement. See "Description
of Certificates--Distributions--Principal."

DISTRIBUTION DATES

          Distributions on the certificates will be made on the dates specified
in the related prospectus supplement.

          Distributions on certificates may be made monthly, quarterly or
semi-annually, as specified in the prospectus supplement.

RECORD DATES

          Distributions will be made on each distribution date to
certificateholders of record at the close of business on the last business day
of the month preceding the month in which the distribution date occurs or on
another date specified in the applicable prospectus supplement.

CREDIT ENHANCEMENT

SUBORDINATION

          A series of certificates may include one or more classes of senior
certificates and one or more classes of subordinate certificates. The rights of
the holders of subordinate certificates of a series to receive distributions
will be subordinated to the rights of the holders of the senior certificates of
the same series to the extent and in the manner specified in the applicable
prospectus supplement.

          Subordination is intended to enhance the likelihood of the timely
receipt by the senior certificateholders of their proportionate share of
scheduled monthly principal and interest payments on the related mortgage loans
and to protect them from losses. This protection will be effected by:

          o    the preferential right of the senior certificateholders to
               receive, prior to any distribution being made in respect of the
               related subordinated certificates on each distribution date,
               current distributions of principal and interest due them on each
               distribution date out of the funds available for distributions on
               the distribution date;

          o    the right of the senior certificateholders to receive future
               distributions on the

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                                        3



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               mortgage loans that would otherwise have been payable to the
               subordinate certificateholders;

          o    the prior allocation to the subordinate certificates of all or a
               portion of losses realized on the underlying mortgage loans;
               and/or

          o    any other method specified in the related prospectus supplement.

          However, subordination does not provide full assurance that there will
be no losses on the senior certificates.

OTHER TYPES OF CREDIT ENHANCEMENT

          If specified in the applicable prospectus supplement, the certificates
of any series, or any one or more classes of a series, may be entitled to the
benefits of one or more of the following types of credit enhancement:

          o    subordination;

          o    limited guarantee;

          o    financial guaranty insurance policy or surety bond;

          o    letter of credit;

          o    mortgage pool insurance policy;

          o    special hazard insurance policy;

          o    mortgagor bankruptcy bond;

          o    reserve fund;

          o    cross-collateralization;

          o    overcollateralization;

          o    excess interest;

          o    cash flow agreements;

          o    fraud waiver; or

          o    FHA insurance or a VA guarantee.

          See  "Credit Enhancement."

ADVANCES OF DELINQUENT PAYMENTS

          If specified in the related prospectus supplement, the servicers may
be obligated to advance amounts corresponding to delinquent principal and
interest payments on the mortgage loans until the first day of the month
following the date on which the related mortgaged property is sold at a
foreclosure sale or the related mortgage loan is otherwise liquidated, or until
any other time as specified in the related prospectus supplement, unless
determined to be non-recoverable.

          If specified in the related prospectus supplements, the master
servicer, the trustee or another entity may be required to make advances from
its own funds if the servicers fail to do so, unless the master servicer, the
trustee or such other entity, as the case may be, determines that it will not be
able to recover those amounts from future payments on the mortgage loan.
Advances will be reimbursable to the extent described in this prospectus and in
the related prospectus supplement.

          See "The Pooling and Servicing Agreement--Periodic Advances and
Servicing Advances."

FORMS OF CERTIFICATES

          The certificates will be issued either:

          o    in book-entry form through the facilities of DTC; or

          o    in definitive, fully-registered, certificated form.

          If you own certificates in book-entry form, you will not receive a
physical certificate representing your ownership interest in the book-entry
certificates, except under extraordinary circumstances. Instead, DTC will effect
payments and transfers by means of its electronic recordkeeping services, acting
through certain participating organizations including Clearstream and Euroclear.
This may result in certain delays in your receipt of distributions and may
restrict your ability to pledge your certificates. Your rights relating to your
book-entry certificates generally may be exercised only through DTC and its
participating organizations including Clearstream and Euroclear.

          See "Description of the Certificates--Book-entry Form."

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                                        4



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OPTIONAL TERMINATION

          If specified in the prospectus supplement for a series, the depositor
or another party specified in the applicable prospectus supplement may purchase
all or a part of the mortgage loans in the related trust and any property
acquired in connection with those mortgage loans. Any purchase must be made in
the manner and at the price specified under "The Pooling and Servicing
Agreement--Termination; Repurchase of Mortgage Loans and Mortgage Certificates."

          If an election is made to treat the related trust estate (or one or
more segregated pools of assets in the trust estate) as one or more "real estate
mortgage investment conduits," any optional purchase will be permitted only
pursuant to a "qualified liquidation," as defined under Section 860F(a)(4)(A) of
the Internal Revenue Code of 1986, as amended.

          Exercise of the right of purchase will cause the early retirement of
some or all of the certificates of that series.

          See "Prepayment and Yield Considerations."

TAX STATUS

          The treatment of the certificates for federal income tax purposes will
depend on:

          o    whether one or more REMIC elections are made for a series of
               certificates;

          o    if one or more REMIC elections are made, whether the certificates
               are regular interests or residual interests; and

          o    whether the certificates are interests in a trust treated as a
               grantor trust

          If one or more REMIC elections are made, certificates that are regular
interests will be treated as newly issued debt instruments of the REMIC and must
be accounted for under an accrual method of accounting. Certificates that are
residual interests are not treated as debt instruments, but rather must be
treated according to the rules prescribed in the Internal Revenue Code for REMIC
residual interests, including restrictions on transfer and the reporting of net
income or loss of the REMIC, including the possibility of a holder of such
certificate having taxable income without a corresponding distribution of cash
to pay taxes currently due.

          See "Federal Income Tax Consequences."

BENEFIT PLAN CONSIDERATIONS

          If you are a fiduciary or other person acting on behalf of any
employee benefit plan or other retirement plan or arrangement subject to Title I
of ERISA, Section 4975 of the Internal Revenue Code or similar law, you should
carefully review with your legal counsel whether the purchase or holding of
certificates could give rise to a transaction prohibited or otherwise
impermissible under these laws.

          Certain classes of certificates may not be transferred unless the
trustee is furnished with a letter of representation or an opinion of counsel to
the effect that the transfer will not result in a violation of the prohibited
transaction provisions of ERISA or the Internal Revenue Code and will not
subject the trustee, the depositor, the sponsor, any servicers or the master
servicer to additional obligations.

          See "Benefit Plan Considerations."

LEGAL INVESTMENT

          The applicable prospectus supplement will specify whether the class or
classes of certificates offered will constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as
amended. If your investment authority is subject to legal restrictions you
should consult your own legal advisors to determine whether and to what extent
the certificates constitute legal investments for you.

          See "Legal Investment Considerations" in this prospectus.

RATING

          Certificates of any series will not be offered by this prospectus and
a prospectus supplement unless each class offered is rated in one of the four
highest rating categories by at least one nationally recognized statistical
rating organization.

          o    A security rating is not a recommendation to buy, sell or hold
               the certificates of any series and is subject to revision or
               withdrawal at any time by the assigning rating agency.

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                                        5



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

          o    Ratings do not address the effect of prepayments on the yield you
               may anticipate when you purchase your certificates.

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                                        6



                                  RISK FACTORS

          Before making an investment decision, you should carefully consider
the following risk factors and the risk factors discussed in the related
prospectus supplement.

LIMITED SOURCE OF PAYMENTS - NO RECOURSE TO DEPOSITOR, SPONSOR, MASTER SERVICER
OR TRUSTEE

          Except for any related insurance policies and any reserve fund or
credit enhancement described in the applicable prospectus supplement:

          o    the mortgage loans or mortgage certificates included in the
               related trust will be the sole source of payments on the
               certificates of a series;

          o    the certificates of any series will not represent an interest in
               or obligation of the depositor, the sponsor, any originator, the
               master servicer, the trustee or any of their affiliates; and

          o    except to the extent described in the related prospectus
               supplement, neither the certificates of any series nor the
               related mortgage loans will be guaranteed or insured by any
               governmental agency or instrumentality, the depositor, the
               sponsor, any originator, the master servicer, the trustee, any of
               their affiliates or any other person.

          Consequently, if payments on the mortgage loans underlying your series
of certificates are insufficient or otherwise unavailable to make all payments
required on your certificates, there will be no recourse to the depositor, the
sponsor, the master servicer, the trustee or any of their affiliates or, except
as specified in the applicable prospectus supplement, any other entity.

LIMITED LIQUIDITY FOR CERTIFICATES MAY AFFECT YOUR ABILITY TO RESELL
CERTIFICATES

          The liquidity of your certificates may be limited. You should consider
that:

          o    a secondary market for the certificates of any series may not
               develop, or if it does, it may not provide you with liquidity of
               investment or it may not continue for the life of the
               certificates of any series;

          o    the prospectus supplement for any series of certificates may
               indicate that an underwriter intends to establish a secondary
               market in those certificates, but no underwriter will be
               obligated to do so; and

          o    unless specified in the applicable prospectus supplement, the
               certificates will not be listed on any securities exchange.

          As a result, you may not be able to sell your certificates or you may
not be able to sell your certificates at a high enough price to produce your
desired return on investment.

          The secondary market for mortgage-backed securities has experienced
periods of illiquidity and can be expected to do so in the future. Illiquidity
can have a severely adverse effect on the prices of certificates that are
especially sensitive to prepayment, credit, or interest rate risk (such as
certificates that receive only payments of principal or interest or subordinate
certificates), or that have been structured to meet the investment requirements
of limited categories of investors.


                                        7



CERTAIN CERTIFICATES MAY NOT BE APPROPRIATE FOR INDIVIDUAL INVESTORS

          If you are an individual investor who does not have sufficient
resources or expertise to evaluate the particular characteristics of a class of
certificates, certain certificates of a series may not be an appropriate
investment for you. This may be the case because, among other things:

          o    if you purchase your certificates at a price other than par, your
               yield to maturity will be sensitive to the uncertain rate and
               timing of principal prepayments on the applicable mortgage loans;

          o    the rate of principal distributions on, and the weighted average
               lives of, the certificates will be sensitive to the uncertain
               rate and timing of principal prepayments on the applicable
               mortgage loans and the priority of principal distributions among
               the classes of certificates. Because of this, the certificates
               may be inappropriate investments for you 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 amounts distributed relating to
               principal on your certificates (which distributions, in general,
               are expected to be greater during periods of relatively low
               interest rates) at a rate at least as high as the applicable
               pass-through rate or your expected yield;

          o    a secondary market for the certificates may not develop or
               provide you with liquidity of investment; and

          o    you must pay tax on any interest or original issue discount in
               the year it accrues, even if the cash is paid to you in a
               different year.

          If you are an individual investor considering the purchase of a
certificate of a series, you should also carefully consider the other risk
factors discussed in this prospectus and in the applicable prospectus
supplement.

CREDIT ENHANCEMENT IS LIMITED IN AMOUNT AND COVERAGE

          Credit enhancement for a series of certificates may be provided in
limited amounts to cover certain types of losses on the underlying mortgage
loans. Under certain circumstances, credit enhancement may be provided only for
one or more classes of certificates of a series.

          Credit enhancement will be provided in one or more of the forms
referred to in this prospectus, including, but not limited to:

          o    subordination;

          o    limited guarantee;

          o    financial guaranty insurance policy or surety bond;

          o    letter of credit;

          o    mortgage pool insurance policy;

          o    special hazard insurance policy;

          o    mortgagor bankruptcy bond;

          o    reserve fund;

          o    cross-collateralization;


                                        8



          o    overcollateralization;

          o    excess interest;

          o    cash flow agreements;

          o    fraud waiver; or

          o    FHA insurance or a VA guarantee.

See "Credit Enhancement."

          Regardless of the form of credit enhancement provided:

          o    the amount of coverage will be limited in amount and in most
               cases will be subject to periodic reduction in accordance with a
               schedule or formula; and

          o    the credit enhancement may provide only very limited coverage as
               to certain types of losses, and may provide no coverage as to
               certain other types of losses.

          If losses exceed the amount of coverage provided by any credit
enhancement or losses of a type not covered by any credit enhancement occur, the
losses will be borne by the holders of specified classes of the related
certificates.

          None of the depositor, the sponsor or any of their affiliates will
have any obligation to replace or supplement any credit enhancement, or to take
any other action to maintain any rating of any class of certificates.

          See "Credit Enhancement."

THE RATINGS OF YOUR CERTIFICATES MAY BE LOWERED OR WITHDRAWN WHICH MAY ADVERSELY
AFFECT THE LIQUIDITY OR MARKET VALUE OF YOUR CERTIFICATES

          It is a condition to the issuance of the certificates that they be
rated in one of the four highest rating categories by at least one nationally
recognized statistical rating organization. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time. No person is obligated to maintain the rating on any
certificate, and accordingly, there can be no assurance to you that the ratings
assigned to any certificate on the date on which the certificate is originally
issued will not be lowered or withdrawn by a rating agency at any time
thereafter. The rating(s) of any series of certificates by any applicable rating
agency may be lowered following the initial issuance of the certificates as a
result of the downgrading of the obligations of any applicable credit support
provider, or as a result of losses on the related mortgage loans in excess of
the levels contemplated by the rating agency at the time of its initial rating
analysis. Neither the depositor nor the sponsor nor any of their respective
affiliates will have any obligations to replace or supplement any credit
support, or to take any other action to maintain any rating(s) of any series of
certificates. If any rating is revised or withdrawn, the liquidity or the market
value of your certificate may be adversely affected.

REAL ESTATE MARKET CONDITIONS MAY AFFECT MORTGAGE LOAN PERFORMANCE

          An investment in securities such as the certificates, which generally
represent interests in pools of residential mortgage loans, may be affected by a
decline in real estate values and changes in the mortgagor's financial
condition. There is no assurance that the values of the mortgaged properties
securing the mortgage loans underlying any series of certificates have remained
or will remain at their levels on the dates of origination of the related
mortgage loans.

          Delinquencies, foreclosures and losses could be higher than those now
generally experienced in the mortgage lending industry or in the sponsor's prior
securitizations involving the depositor, if the residential real


                                        9



estate market experiences an overall decline in property values large enough to
cause the outstanding balance of the mortgage loans in a trust and any secondary
financing on the mortgaged properties to become equal to or greater than the
value of the mortgaged properties.

          If losses on mortgage loans underlying a series are not covered by
credit enhancement, certificateholders of the series will bear all risk of loss
resulting from default by mortgagors and will have to look primarily to the
value of the mortgaged properties for recovery of the outstanding principal and
unpaid interest on the defaulted mortgage loans. See "The Trust Estates--The
Mortgage Loans."

GEOGRAPHIC CONCENTRATION MAY INCREASE RATES OF LOSS AND DELINQUENCY

          The mortgage loans underlying certain series of certificates may be
concentrated in certain regions. Any concentration may present risk
considerations in addition to those generally present for similar
mortgage-backed securities without a concentration in a particular region.
Certain geographic regions of the United States from time to time will
experience weaker regional economic conditions and housing markets or be
directly or indirectly affected by natural disasters or civil disturbances such
as earthquakes, hurricanes, floods, eruptions or riots. Mortgage loans in
affected areas will experience higher rates of loss and delinquency than on
mortgage loans generally. Although mortgaged properties located in certain
identified flood zones will be required to be covered, to the maximum extent
available, by flood insurance, as described under "The Pooling and Servicing
Agreement--Insurance Policies," no mortgaged properties will be required to be
insured otherwise against earthquake damage or any other loss not covered by
standard insurance policies, as described under "The Pooling and Servicing
Agreement--Insurance Policies."

          The ability of mortgagors to make payments on the mortgage loans may
also be affected by factors that do not necessarily affect property values, such
as adverse economic conditions generally, in particular geographic areas or
industries, or affecting particular segments of the borrowing community, such as
mortgagors relying on commission income and self-employed mortgagors. These
factors may affect the timely payment by mortgagors of scheduled payments of
principal and interest on the mortgage loans and, accordingly, the actual rates
of delinquencies, foreclosures and losses with respect to any trust.

          See the related prospectus supplement for further information
regarding the geographic concentration of the mortgage loans underlying the
certificates of any series.

GENERAL ECONOMIC CONDITIONS MAY INCREASE RISK OF LOSS

          Adverse economic conditions generally, in particular geographic areas
or industries, or affecting particular segments of the borrowing community (such
as mortgagors relying on commission income and self-employed mortgagors) and
other factors which may or may not affect real property values (including the
purposes for which the mortgage loans were made and the uses of the mortgaged
properties) may affect the timely payment by mortgagors of scheduled payments of
principal and interest on the mortgage loans and, accordingly, the actual rates
of delinquencies, foreclosures and losses on the mortgage loans. If these losses
are not covered by the applicable credit enhancement, certificateholders of the
series evidencing interests in the related trust will bear all risk of loss
resulting from default by mortgagors and will have to look primarily to the
value of the mortgaged properties for recovery of the outstanding principal and
unpaid interest on the defaulted mortgage loans.

COLLATERAL SECURING COOPERATIVE LOANS MAY DIMINISH IN VALUE

          If specified in the related prospectus supplement, certain of the
mortgage loans may be cooperative loans. In a cooperative loan, a
tenant-stockholder's ownership interest in the cooperative and accompanying
rights is financed through a cooperative share loan and secured by a security
interest in the occupancy agreement or proprietary lease and in the related
cooperative shares. There are certain risks that differentiate cooperative loans
from other types of mortgage loans. Ordinarily, the cooperative incurs a blanket
mortgage in connection with the construction or purchase of the cooperative's
apartment building and the underlying land. The interests of the individual
occupants 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. If the cooperative is unable to meet the


                                       10



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 the collateral securing the
cooperative loans.

LEASEHOLDS MAY BE SUBJECT TO DEFAULT RISK ON THE UNDERLYING LEASE

          If specified in the related prospectus supplement, certain of the
mortgage loans may be secured by leasehold mortgages. Leasehold mortgages are
subject to certain risks not associated with mortgage loans secured by a fee
estate of the mortgagor. The most significant of these risks is that the ground
lease creating the leasehold estate could terminate, leaving the leasehold
mortgagee without its security. The ground lease may terminate, if, among other
reasons, the ground lessee breaches or defaults in its obligations under the
ground lease or there is a bankruptcy of the ground lessee or the ground lessor.
Any leasehold mortgages underlying a series of certificates will contain
provisions protective of the mortgagee, as described under "The Trust
Estates--The Mortgage Loans," such as the right of the leasehold mortgagee to
receive notices from the ground lessor of any defaults by the mortgagor and to
cure those defaults, with adequate cure periods; if a default is not susceptible
of cure by the leasehold mortgagee, the right to acquire the leasehold estate
through foreclosure or otherwise; the ability of the ground lease to be assigned
to and by the leasehold mortgagee or purchaser at a foreclosure sale and for the
simultaneous release of the ground lessee's liabilities under the new lease; and
the right of the leasehold mortgagee to enter into a new ground lease with the
ground lessor on the same terms and conditions as the old ground lease upon a
termination.

YIELDS OF CERTIFICATES SENSITIVE TO RATE AND TIMING OF PRINCIPAL PREPAYMENT

          The yield on the certificates of each series will depend in part on
the rate and timing of principal payment on the mortgage loans, including
prepayments, liquidations due to defaults and mortgage loan repurchases. Your
yield may be adversely affected, depending upon whether a particular certificate
is purchased at a premium or a discount, by a higher or lower than anticipated
rate of prepayments on the related mortgage loans. In particular:

          o    the yield on classes of certificates entitling their holders
               primarily or exclusively to payments of interest, such as
               interest only certificates, or primarily or exclusively to
               payments of principal, such as principal only certificates, will
               be extremely sensitive to the rate and timing of prepayments on
               the related mortgage loans; and

          o    the yield on certain other classes of certificates, such as
               companion certificates, may be relatively more sensitive to the
               rate and timing of prepayments of specified mortgage loans than
               other classes of certificates.

          The rate and timing of prepayments on mortgage loans is influenced by
a number of factors, including but not limited to:

          o    prevailing mortgage market interest rates;

          o    local and national economic conditions;

          o    homeowner mobility; and

          o    the ability of the borrower to obtain refinancing.

          If you are purchasing certificates at a discount, and specifically if
you are purchasing principal only certificates, you should consider the risk
that if principal payments on the mortgage loans, or, in the case of any ratio
strip certificates, the related mortgage loans, occur at a rate lower than you
expected, your yield will be lower than


                                       11



you expected. Further information relating to yield on those certificates will
be included in the applicable prospectus supplement, including a table
demonstrating the particular sensitivity of any class of principal only
certificates to the rate of prepayments.

          If you are purchasing certificates at a premium, or are purchasing an
interest only certificate, you should consider the risk that if principal
payments on the mortgage loans or, in the case of any interest only certificates
entitled to a portion of interest paid on certain mortgage loans with higher
mortgage interest rate, those mortgage loans, occur at a rate faster than you
expected, your yield may be lower than you expected. If you are purchasing
interest only certificates, you should consider the risk that a rapid rate of
principal payments on the applicable mortgage loans could result in your failure
to recover your initial investment. Further information relating to yield on
those certificates will be included in the applicable prospectus supplement,
including, in the case of interest only certificates that are extremely
sensitive to principal prepayments, a table demonstrating the particular
sensitivity of those interest only certificates to the rate of prepayments.

          If you are purchasing any inverse floating rate certificates, you
should also consider the risk that a high rate of the applicable index may
result in a lower actual yield than you expected or a negative yield. In
particular, you should consider the risk that high constant rates of the
applicable index or high constant prepayment rates on the mortgage loans may
result in the failure to recover your initial investment. Further information
relating to yield on those certificates will be included in the applicable
prospectus supplement, including a table demonstrating the particular
sensitivity of those certificates to the rate of prepayments on the mortgage
loans and changes in the applicable index.

TIMING OF PREPAYMENTS ON THE MORTGAGE LOANS MAY RESULT IN INTEREST SHORTFALLS ON
THE CERTIFICATES

          When a mortgage loan is prepaid in full, the mortgagor pays interest
on the amount prepaid only to the date of prepayment. Liquidation proceeds and
amounts received in settlement of insurance claims are also likely to include
interest only to the time of payment or settlement. When a mortgage loan is
prepaid in full or in part, an interest shortfall may result depending on the
timing of the receipt of the prepayment and the timing of when those prepayments
are passed through to certificateholders. To partially mitigate this reduction
in yield, the pooling and servicing agreement and/or underlying servicing
agreements relating to a series may provide, to the extent specified in the
applicable prospectus supplement, that for specified types of principal
prepayments received, the applicable servicer or the master servicer will be
obligated, on or before each distribution date, to pay an amount equal to the
lesser of (i) the aggregate interest shortfall with respect to the distribution
date resulting from those principal prepayments by mortgagors and (ii) all or a
portion of the servicer's or the master servicer's, as applicable, servicing
compensation for the distribution date as specified in the applicable prospectus
supplement or other mechanisms specified in the applicable prospectus
supplement. To the extent these shortfalls from the mortgage loans are not
covered by the amount of compensating interest or other mechanisms specified in
the applicable prospectus supplement, they will be allocated among the classes
of interest bearing certificates as described in the related prospectus
supplement under "Description of the Certificates -- Interest." No comparable
interest shortfall coverage will be provided by the servicer or the master
servicer with respect to liquidations of any mortgage loans. Any interest
shortfall arising from liquidations will be covered by means of the
subordination of the rights of subordinate certificateholders or any other
credit support arrangements described in this prospectus.

EXERCISE OF RIGHTS UNDER SPECIAL SERVICING AGREEMENTS MAY BE ADVERSE TO OTHER
CERTIFICATEHOLDERS

          The pooling and servicing agreement for a series will permit a
servicer to enter into a special servicing agreement with an unaffiliated holder
of a class of subordinate certificates or a class of securities backed by a
class of subordinate certificates, pursuant to which the holder may instruct the
servicer to commence or delay foreclosure proceedings with respect to delinquent
mortgage loans. This right is intended to permit the holder of a class of
certificates that is highly sensitive to losses on the mortgage loans to attempt
to mitigate losses by exercising limited power of direction over servicing
activities which accelerate or delay realization of losses on the mortgage
loans. Such directions may, however, be adverse to the interest of those classes
of senior certificates that are more sensitive to prepayments than to losses on
the mortgage loans. In particular, accelerating foreclosure will adversely
affect the yield to maturity on interest only certificates, while delaying
foreclosure will adversely affect the yield to maturity of principal only
certificates.


                                       12



SPECIAL POWERS OF THE FDIC IN THE EVENT OF INSOLVENCY OF THE SPONSOR COULD DELAY
OR REDUCE DISTRIBUTIONS ON THE CERTIFICATES

          The mortgage loans will be originated or acquired by the sponsor, a
national bank whose deposits are insured to the applicable limits by the FDIC.
If the sponsor becomes insolvent, is in an unsound condition or engages in
violations of its bylaws or regulations applicable to it or if similar
circumstances occur, the FDIC could act as conservator and, if a receiver were
appointed, would act as a receiver for the sponsor. As receiver, the FDIC would
have broad powers to:

          o    require the trust, as assignee of the depositor, to go through an
               administrative claims procedure to establish its rights to
               payments collected on the mortgage loans; or

          o    request a stay of proceedings to liquidate claims or otherwise
               enforce contractual and legal remedies against the sponsor, or

          o    if the sponsor is a servicer for a series of certificates,
               repudiate without compensation the sponsor's ongoing servicing
               obligations under the pooling and servicing agreement, such as
               its duty to collect and remit payments or otherwise service the
               mortgage loans; or

          o    prevent the appointment of a successor servicer; or

          o    alter the terms on which the sponsor continues to service the
               mortgage loans, including the amount or the priority of the fees
               paid to the sponsor as servicer.

          If the FDIC were to take any of those actions, distributions on the
certificates could be accelerated, delayed or reduced and you may suffer losses.

          By statute, the FDIC as conservator or receiver of the sponsor is
authorized to repudiate any "contract" of the sponsor upon payment of "actual
direct compensatory damages." This authority may be interpreted by the FDIC to
permit it to repudiate the transfer of the mortgage loans to the depositor.
Under an FDIC regulation, however, the FDIC as conservator or receiver of a bank
has stated that it will not reclaim, recover or recharacterize a bank's transfer
of financial assets in connection with a securitization or participation,
provided that the transfer meets all conditions for sale accounting treatment
under generally accepted accounting principles, other than the "legal isolation"
condition as it applies to institutions for which the FDIC may be appointed as
conservator or receiver, was made for adequate consideration and was not made
fraudulently, in contemplation of insolvency, or with the intent to hinder,
delay or defraud the bank or its creditors. For purposes of the FDIC regulation,
the term securitization means, as relevant, the issuance by a special purpose
entity of beneficial interests the most senior class of which at time of
issuance is rated in one of the four highest categories assigned to long-term
debt or in an equivalent short-term category (within either of which there may
be sub-categories or gradations indicating relative standing) by one or more
nationally recognized statistical rating organizations. A special purpose
entity, as the term is used in the regulation, means a trust, corporation, or
other entity demonstrably distinct from the insured depository institution that
is primarily engaged in acquiring and holding (or transferring to another
special purpose entity) financial assets, and in activities related or
incidental to these actions, in connection with the issuance by the special
purpose entity (or by another special purpose entity that acquires financial
assets directly or indirectly from the special purpose entity) of beneficial
interests. The transactions contemplated by this prospectus and the related
prospectus supplement will be structured so that this FDIC regulation should
apply to the transfer of the mortgage loans from the sponsor to the depositor.

          If a condition required under the FDIC regulation, or other statutory
or regulatory requirement applicable to the transaction, were found not to have
been satisfied, the FDIC as conservator or receiver might refuse to recognize
the sponsor's transfer of the mortgage loans to the depositor. In that event the
depositor could be limited to seeking recovery based upon its security interest
in the mortgage loans. The FDIC's statutory authority has been interpreted by
the FDIC and at least one court to permit the repudiation of a security interest
upon payment of actual direct compensatory damages measured as of the date of
conservatorship or receivership. These damages do not include damages for lost
profits or opportunity, and no damages would be paid for the period between the
date of


                                       13



conservatorship or receivership and the date of repudiation. As a result, you
may suffer losses. The FDIC could delay its decision whether to recognize the
sponsor's transfer of the mortgage loans for a reasonable period following its
appointment as conservator or receiver for the sponsor. If the FDIC were to
refuse to recognize the sponsor's transfer of the mortgage loans, distributions
on the certificates could be accelerated, delayed or reduced.

          If specified in the applicable prospectus supplement, the sponsor will
also act as servicer of the mortgage loans. If the FDIC acted as receiver for
the sponsor after the sponsor's insolvency, the FDIC could prevent the
termination of the sponsor as servicer of the mortgage loans, even if a
contractual basis for termination exists. This inability to terminate the
sponsor as servicer could result in a delay or possibly a reduction in
distributions on the certificates to the extent the sponsor received, but did
not remit to the trustee, mortgage loan collections received by the sponsor
before the date of insolvency or if the sponsor failed to make any required
advances.

          Certain banking laws and regulations may apply not only to the sponsor
but to its subsidiaries as well. Arguments can also be made that the FDIC's
rights and powers extend to the depositor, the sponsor and the issuing entity
and that, as a consequence, the FDIC could repudiate or otherwise directly
affect the rights of the certificate holders under the transaction documents. If
the FDIC were to take this position, delays or reductions on payments to
certificate holders could occur.

INSOLVENCY OF THE DEPOSITOR MAY DELAY OR REDUCE COLLECTIONS ON MORTGAGE LOANS

          Neither the United States Bankruptcy Code nor similar applicable state
laws prohibit the depositor from filing a voluntary application for relief under
these laws. However, the transactions contemplated by this prospectus and the
related prospectus supplement will be structured so that the voluntary or
involuntary application for relief under the bankruptcy laws by the depositor is
unlikely. The depositor is a separate, limited purpose subsidiary, the
certificate of incorporation of which contains limitations on the nature of the
depositor's business, including the ability to incur debt other than debt
associated with the transactions contemplated by this prospectus, and
restrictions on the ability of the depositor to commence voluntary or
involuntary cases or proceedings under bankruptcy laws without the prior
unanimous affirmative vote of all its directors (who are required to consider
the interests of the depositor's creditors, rather than the depositor's
stockholders, in connection with the filing of a voluntary application for
relief under applicable insolvency laws). Further, the transfer of the mortgage
loans to the related trust will be structured so that the trustee has no
recourse to the depositor, other than for breaches or representations and
warranties about the mortgage loans.

          If the depositor were to become the subject of a proceeding under the
bankruptcy laws, a court could conclude that the transfer of the mortgage loans
from the depositor to the trust should not be characterized as an absolute
transfer, and accordingly, that the mortgage loans should be included as part of
the depositor's estate. Under these circumstances, the bankruptcy proceeding
could delay or reduce distributions on the certificates. In addition, a
bankruptcy proceeding could result in the temporary disruption of distributions
on the certificates.

OWNERS OF BOOK-ENTRY CERTIFICATES ARE NOT ENTITLED TO EXERCISE RIGHTS OF HOLDERS
OF CERTIFICATES

          If so provided in a prospectus supplement, one or more classes of
certificates of a series may be issued in book-entry form. These book-entry
certificates will be represented initially by one or more certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, and will not be registered in the names of the owners or their
nominees. As a result, unless definitive Certificates are issued, owners of
beneficial interests in certificates will not be recognized by the trustee as
"certificateholders" under the related pooling and servicing agreement. If you
own book-entry certificates, you will not be able to exercise the rights of a
certificateholder directly and must act indirectly through The Depository Trust
Company and its participating organizations. See "Description of
Certificates--Book-entry Form."


                                       14



BOOK-ENTRY SYSTEM FOR CERTAIN CLASSES OF CERTIFICATES MAY DECREASE LIQUIDITY AND
DELAY PAYMENT

          Because transactions in the classes of book-entry certificates of any
series generally can be effected only through DTC, DTC participants and indirect
DTC participants:

          o    your ability to pledge book-entry certificates to someone who
               does not participate in the DTC system, or to otherwise take
               action relating to your book-entry certificates, may be limited
               due to the lack of a physical certificate;

          o    you may experience delays in your receipt of payments on
               book-entry certificates because distributions will be made by the
               trustee, or a paying agent on behalf of the trustee, to Cede &
               Co., as nominee for DTC, rather than directly to you; and

          o    you may experience delays in your receipt of payments on
               book-entry certificates in the event of misapplication of
               payments by DTC, DTC participants or indirect DTC participants or
               bankruptcy or insolvency of those entities and your recourse will
               be limited to your remedies against those entities.

          See "Description of the Certificates--Book-entry Form."

CASH FLOW AGREEMENTS AND EXTERNAL CREDIT ENHANCEMENTS ARE SUBJECT TO
COUNTERPARTY RISK

          The assets of a trust may, if specified in the related prospectus
supplement, include cash flow agreements such as swap, cap, floor or similar
agreements which will require a counterparty to the trust (or the trustee acting
on behalf of the trust) to make payments to the trust under the circumstances
described in the prospectus supplement. If payments on the certificates of the
related series depend in part on payments to be received under this type of
agreement, the ability of the trust to make payments on the certificates will be
subject to the credit risk of the provider of the agreement.

          In addition, the ratings assigned to the certificates of a series may
depend in part on the ratings assigned to the provider of certain types of
external credit enhancement, such as a mortgage pool insurance policy, surety
bond, financial guaranty insurance policy or limited guarantee. Any reduction in
the ratings assigned to the provider of one of these types of external credit
enhancement could result in the reduction of the ratings assigned to the
certificates of the series. A reduction in the ratings assigned to the
certificates of a series is likely to affect adversely the liquidity and market
value of the certificates.

AMOUNTS RECEIVED FROM AN AUCTION AND A RELATED SWAP AGREEMENT MAY BE
INSUFFICIENT TO ASSURE COMPLETION OF THE AUCTION

          If specified in the prospectus supplement for a series, one or more
classes of certificates may be subject to a mandatory auction. If you hold a
class of certificates subject to a mandatory auction, on the distribution date
specified in the related prospectus supplement for the auction your certificate
will be transferred to successful auction bidders, thereby ending your
investment in that certificate. If the class balance of your class of auction
certificates plus, if applicable, accrued interest, after application of all
distributions and realized losses on the distribution date of the auction, is
greater than the amount received in the auction, a counterparty will be
obligated, pursuant to a swap agreement, to pay the amount of that difference to
the administrator of the auction for distribution to the holders of the class of
auction certificates. Auction bidders will be permitted to bid for all or a
portion of a class of auction certificates. If the counterparty under the swap
agreement defaults on its obligations, no bids for all or a portion of a class
of auction certificates will be accepted unless the amount of the bids are equal
to the class balance of a class of auction certificates plus, if applicable,
accrued interest, after application of all distributions and realized losses on
the distribution date of the auction (or a pro rata portion of this price). If
the counterparty under the swap agreement defaults and no bids for a class or
portion of a class of auction certificates are accepted, or there are no bids
for the class or portion of the class, all or a portion of the certificates of
the class will not be transferred to auction bidders. In the event this happens,
you will retain the non-transferred portion of your certificates after the
distribution date for the auction.


                                       15



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

SERVICING TRANSFER FOLLOWING EVENT OF DEFAULT MAY RESULT IN PAYMENT DELAYS OR
LOSSES

          Following the occurrence of an event of default under a pooling and
servicing agreement, the trustee for the related series may, in its discretion
or pursuant to direction from certificateholders, remove the defaulting master
servicer or servicer and succeed to its responsibilities, or may petition a
court to appoint a successor master servicer or servicer. The trustee or the
successor master servicer or servicer will be entitlted to reimbursement of its
costs of effecting the servicing transfer from the predecessor master servicer
or servicer, or from the assets of the related trust if the predecessor fails to
pay. In the event that reimbursement to the trustee or the successor master
servicer or servicer is made from trust assets, the resulting shortfall will be
borne by holders of the related certificates, to the extent not covered by any
applicable credit support. In addition, during the pendency of a servicing
transfer or for some time thereafter, mortgagors of the related mortgage loans
may delay making their monthly payments or may inadvertently continue making
payments to the predecessor servicer, potentially resulting in delays in
distributions on the related certificates.

EFFECTS OF FAILURE TO COMPLY WITH CONSUMER PROTECTION LAWS

          There are various federal and state laws, public policies and
principles of equity that protect consumers. Among other things, these laws,
policies and principles:

          o    regulate interest rates and other charges;

          o    require certain disclosures;

          o    require licensing of mortgage loan originators;

          o    limit or prohibit certain mortgage loan features, such as
               prepayment penalties or balloon payments;

          o    prohibit discriminatory or predatory lending practices;

          o    require lenders to provide credit counseling and/or make
               affirmative determinations regarding the borrower's ability to
               repay the mortgage loan;

          o    regulate the use of consumer credit information; and

          o    regulate debt collection practices.

          Violation of certain provisions of these laws, policies and
principles:

          o    may limit a servicer's ability to collect all or part of the
               principal of or interest on the mortgage loans;

          o    may entitle the borrower to a refund of amounts previously paid;
               and

          o    could subject a servicer to damages and administrative sanctions.

          The depositor will generally be required to repurchase any mortgage
loan which, at the time of origination, did not comply with federal and state
laws and regulations. In addition, the sponsor will be required to pay to the
depositor, and the depositor will be required to pay to the applicable trust,
any costs or damages incurred by the related trust as a result of a violation of
these laws or regulations.


                                       16



INCREASED RISK OF LOSS IF DELINQUENT MORTGAGE LOANS ARE ASSETS OF A TRUST

          A portion of the mortgage loans in a trust may be delinquent when the
related certificates are issued. You should consider the risk that the inclusion
of delinquent mortgage loans in a trust may cause the rate of defaults and
prepayments on the mortgage loans to increase. As a result, the related credit
enhancement for those series of certificates may not cover the related losses.

                                THE TRUST ESTATES

GENERAL

          The assets underlying each series of certificates (each, a "TRUST
ESTATE") will be held by the trustee named in the related prospectus supplement
(the "TRUSTEE") for the benefit of the related certificateholders. Each Trust
Estate will consist of a mortgage pool comprised of mortgage loans (the
"MORTGAGE LOANS") and/or mortgage-backed securities (the "MORTGAGE CERTIFICATES"
and, together with the Mortgage Loans, the "MORTGAGE ASSETS") together with
payments in respect of the Mortgage Assets and certain accounts, obligations or
agreements, in each case as specified in the related prospectus supplement.

          The certificates will be entitled to payment from the assets of the
related Trust Estate and will not be entitled to payments in respect of the
assets of any other Trust Estate established by the depositor, Banc of America
Funding Corporation.

          The following is a brief description of the Mortgage Assets expected
to be included in the Trust Estates. If specific information respecting the
Mortgage Assets is not known at the closing date for a series of certificates,
more general information of the nature described below will be provided in the
related prospectus supplement, and final specific information will be set forth
in a Current Report on Form 8-K to be available to investors on the closing date
and to be filed with the Securities and Exchange Commission within fifteen days
after the closing date. A schedule of the Mortgage Assets relating to the series
will be attached to the pooling and servicing agreement delivered to the Trustee
upon delivery of the certificates.

          The Trust Estate will not include the portion of interest on the
Mortgage Loans which constitutes the Fixed Retained Yield, if any. See "The
Pooling and Servicing Agreement--Fixed Retained Yield, Servicing Compensation
and Payment of Expenses."

THE MORTGAGE LOANS

     GENERAL

          The mortgaged properties securing the Mortgage Loans 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.

     PAYMENT PROVISIONS OF THE MORTGAGE LOANS

          The Mortgage Loans in a Trust Estate will have monthly payment dates
as set forth in the related prospectus supplement. The payment terms of the
Mortgage Loans to be included in a Trust Estate will be described in the related
prospectus supplement and will be one of the following types of mortgage loans:

          a. Fixed-Rate Loans. If specified in the applicable prospectus
     supplement, a Trust Estate may contain fixed-rate, fully amortizing
     Mortgage Loans providing for level monthly payments of principal and
     interest and terms at origination or modification of not more than 40
     years. If specified in the applicable prospectus supplement, fixed rates on
     certain Mortgage Loans may be converted to adjustable rates after
     origination of these Mortgage Loans and upon the satisfaction of other
     conditions specified in the applicable prospectus supplement. If specified
     in the applicable prospectus supplement, the pooling and servicing
     agreement will require the Depositor or another party identified in the
     applicable prospectus supplement to repurchase each of these converted
     Mortgage Loans at the price set forth in the applicable prospectus
     supplement. A Trust Estate


                                       17



     containing fixed-rate Mortgage Loans may contain convertible Mortgage Loans
     which have converted from an adjustable interest rate prior to the
     formation of the Trust Estate and which are subject to no further
     conversions.

          b. Adjustable-Rate Loans. If specified in the applicable prospectus
     supplement, a Trust Estate may contain adjustable-rate, fully amortizing
     Mortgage Loans having an original or modified term to maturity of not more
     than 40 years with a related mortgage interest rate which generally adjusts
     initially either one, three or six months, or one, three, five, seven or
     ten years, subsequent to the initial Due Date, and thereafter at either
     one-month, six-month, one-year or other intervals over the term of the
     Mortgage Loan to equal the sum of a fixed margin set forth in the related
     mortgage note (the "GROSS MARGIN") and an index. The applicable prospectus
     supplement will set forth the relevant index and the highest, lowest and
     weighted average Gross Margin with respect to the adjustable-rate Mortgage
     Loans in the related Trust Estate. The index will be one of the following:
     one-month, three-month, six-month or one-year LIBOR (an average of the
     interest rate on one-month, three-month, six-month or one-year
     dollar-denominated deposits traded between banks in London), CMT (weekly or
     monthly average yields of U.S. treasury short- and long-term securities,
     adjusted to a constant maturity), COFI (an index of the weighted average
     interest rate paid by savings institutions in Nevada, Arizona and
     California), MTA (a one-year average of the monthly average yields of U.S.
     treasury securities) or the Prime Rate (an interest rate charged by banks
     for short-term loans to their most creditworthy customers). The applicable
     prospectus supplement will also indicate any periodic or lifetime
     limitations on the adjustment of any mortgage interest rate.

          If specified in the applicable prospectus supplement, adjustable rates
on certain Mortgage Loans may be converted to fixed rates generally on the
first, second or third adjustment date after origination of those Mortgage Loans
at the option of the mortgagor. If specified in the applicable prospectus
supplement, the Depositor or another party specified in the applicable
prospectus supplement will generally be required to repurchase each of these
converted Mortgage Loans at the price set forth in the applicable prospectus
supplement. A Trust Estate containing adjustable-rate Mortgage Loans may contain
convertible Mortgage Loans which have converted from a fixed interest rate prior
to the formation of the Trust Estate.

          If specified in the applicable prospectus supplement, a Trust Estate
may contain adjustable-rate Mortgage Loans with original terms to maturity of
not more than 40 years and flexible payment options ("OPTION ARM MORTGAGE
LOANS"). The initial required monthly payment is fully amortizing based on the
initial mortgage interest rate (which may be a rate that is less than the sum of
the applicable index at origination and the Gross Margin specified in the
related mortgage). After an introductory period of either one or three months,
the borrower may select from up to four payment options each month: (i) a
monthly payment of principal and interest sufficient to fully amortize the
mortgage loan based on the remaining scheduled term of the loan, (ii) a monthly
payment of principal and interest sufficient to fully amortize the mortgage loan
over the remaining term based on a term of 15 years from the date of the first
scheduled payment on the mortgage loan (this option ceases to be available when
the mortgage loan has been paid to its 16th year), (iii) an interest only
payment that would cover solely the amount of interest that accrued during the
previous month (this option is only available if it would exceed the minimum
payment option for the month), or (iv) a minimum payment equal to either (a) the
initial monthly payment, (b) the monthly payment as of the most recent annual
adjustment date, or (c) the monthly payment as of the most recent automatic
adjustment, whichever is most recent. The minimum payment adjusts annually after
the first payment date but is subject to a payment cap which limits any increase
or decrease to no more than 7.5% of the previous year's minimum payment amount.
In addition, the minimum payment is subject to an automatic adjustment every
five years or if the outstanding principal balance of the mortgage loan exceeds
a certain percentage specified in the applicable prospectus supplement, in each
case without regard to the 7.5% limitation. On each annual adjustment date and
in the event of an automatic adjustment, the minimum monthly payment is adjusted
to an amount sufficient to fully amortize the mortgage loan based on the
then-current mortgage interest rate and remaining scheduled term of the loan,
unless, in the case of an annual adjustment, the monthly payment is restricted
by the 7.5% limitation, in which case the monthly payment is adjusted by 7.5%. A
minimum payment may not cover the amount of interest accrued during a month and
may not pay down any principal. Any interest not covered by a monthly payment
("DEFERRED INTEREST") will be added to the principal balance of the Mortgage
Loan. This is called "negative amortization" and results in an increase in the
amount of principal the borrower owes. Interest will then accrue on this new
larger principal balance. The index for an Option ARM Mortgage Loan will be
determined monthly or at other less frequent intervals specified in the
applicable prospectus supplement.


                                       18



          c. Interest Only Mortgage Loans. If specified in the applicable
     prospectus supplement, a Trust Estate may contain Mortgage Loans having an
     original term to maturity of not more than 40 years with a mortgage
     interest rate which is either fixed or adjusts initially either one, three
     or six months, or one, three, five, seven or ten years subsequent to the
     initial payment date, and thereafter at one-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 Gross Margin and index, and providing for monthly payments of
     interest only for a period specified in the applicable prospectus
     supplement and monthly payments of principal and interest after the
     interest only period sufficient to fully amortize the Mortgage Loans over
     their remaining terms to maturity ("INTEREST ONLY MORTGAGE LOANS").

          d. Graduated Payment Loans. If specified in the applicable prospectus
     supplement, a Trust Estate may contain fixed rate, graduated payment
     Mortgage Loans having original or modified terms to maturity of not more
     than 40 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 interest rate on the Mortgage Loan. The monthly payments 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
     term or other shorter period. Mortgage Loans incorporating these graduated
     payment features may include (i) "GRADUATED PAY MORTGAGE LOANS," pursuant
     to which amounts constituting Deferred Interest are added to the principal
     balances of these Mortgage Loans, (ii) "TIERED PAYMENT MORTGAGE LOANS,"
     pursuant to which, if the amount of interest accrued in any month exceeds
     the current scheduled payment for that month, these excess amounts are paid
     from a subsidy account (usually funded by a home builder or family member)
     established at closing and (iii) "GROWING EQUITY MORTGAGE LOANS," for which
     the monthly payments increase at a rate which has the effect of amortizing
     the loan over a period shorter than the stated term.

          e. Subsidy Loans. If specified in the applicable prospectus
     supplement, a Trust Estate may contain Mortgage Loans subject to temporary
     interest subsidy agreements ("SUBSIDY LOANS") pursuant to which the monthly
     payments made by the related mortgagors will be less than the scheduled
     monthly payments on these Mortgage Loans with the present value of the
     resulting difference in payment ("SUBSIDY PAYMENTS") being provided by the
     employer of the mortgagor, generally on an annual basis. Subsidy Payments
     will generally be placed in a custodial account ("SUBSIDY ACCOUNT") by the
     related Servicer. Despite the existence of a subsidy program, a mortgagor
     remains primarily liable for making all scheduled payments on a Subsidy
     Loan and for all other obligations provided for in the related mortgage
     note and Mortgage Loan.

          Subsidy Loans are offered by employers generally through either a
graduated or fixed subsidy loan program, or a combination of these programs. The
terms of the subsidy agreements relating to Subsidy Loans generally range from
one to ten years. The subsidy agreements relating to Subsidy Loans made under a
graduated program generally will provide for subsidy payments that result in
effective subsidized interest rates between three percentage points and five
percentage points below the mortgage interest rates specified in the related
mortgage notes. Generally, under a graduated program, the subsidized rate for a
Mortgage Loan will increase approximately one percentage point per year until it
equals the full mortgage interest rate. For example, if the initial subsidized
interest rate is five percentage points below the mortgage interest rate in year
one, the subsidized rate will increase to four percentage points below the
mortgage interest rate in year two, and likewise until year six, when the
subsidized rate will equal the mortgage interest rate. Where the subsidy
agreements relating to Subsidy Loans are in effect for longer than five years,
the subsidized interest rates generally increase at smaller percentage
increments for each year. The subsidy agreements relating to Subsidy Loans made
under a fixed program generally will provide for subsidized interest rates at
fixed percentages (generally one percentage point to two percentage points)
below the mortgage interest rates for specified periods, generally not in excess
of ten years. Subsidy Loans are also offered pursuant to combination
fixed/graduated programs. The subsidy agreements relating to these Subsidy Loans
generally will provide for an initial fixed subsidy of up to five percentage
points below the related mortgage interest rate for up to five years, and then a
periodic reduction in the subsidy for up to five years, at an equal fixed
percentage per year until the subsidized rate equals the mortgage interest rate.

          Generally, employers may terminate subsidy programs in the event of
(i) the mortgagor's death, retirement, resignation or termination of employment,
(ii) the full prepayment of the Subsidy Loan by the mortgagor, (iii) the sale or
transfer by the mortgagor of the related Mortgaged Property as a result of which
the mortgagee is entitled to accelerate the Subsidy Loan under the "due on sale"
clause contained in the mortgage, or (iv) the commencement of


                                       19



foreclosure proceedings or the acceptance of a deed in lieu of foreclosure. In
addition, some subsidy programs provide that if prevailing market rates of
interest on mortgage loans similar to a Subsidy Loan are less than the mortgage
interest rate of that Subsidy Loan, the employer may request that the mortgagor
refinance its Subsidy Loan and may terminate the related subsidy agreement if
the mortgagor fails to refinance its Subsidy Loan. In the event the mortgagor
refinances its Subsidy Loan, the new loan will not be included in the Trust
Estate. See "Prepayment and Yield Considerations." In the event a subsidy
agreement is terminated, the amount remaining in the Subsidy Account will be
returned to the employer, and the mortgagor will be obligated to make the full
amount of all remaining scheduled payments, if any. The mortgagor's reduced
monthly housing expense as a consequence of payments under a subsidy agreement
may be used by the originator in determining certain expense to income ratios
utilized in underwriting a Subsidy Loan.

          f. Buy Down Loans. If specified in the applicable prospectus
     supplement, a Trust Estate may contain Mortgage Loans subject to temporary
     buy down plans ("BUY DOWN LOANS") under which the monthly payments made by
     the mortgagor during the early years of the Mortgage Loan will be less than
     the scheduled monthly payments on the Mortgage Loan. The resulting
     difference in payment will be compensated for from an amount contributed by
     the seller of the related Mortgaged Property or another source, including
     the originator of the Mortgage Loan (generally on a present value basis)
     and, if specified in the applicable prospectus supplement, placed in a
     custodial account (the "BUY DOWN FUND") by the related Servicer. If the
     mortgagor on a Buy Down Loan prepays the Mortgage Loan in its entirety, or
     defaults on the Mortgage Loan and the related Servicer liquidates the
     related Mortgaged Property, during the period when the mortgagor is not
     obligated, by virtue of the buy down plan, to pay the full monthly payment
     otherwise due on the loan, the unpaid principal balance of the Buy Down
     Loan will be reduced by the amounts remaining in the Buy Down Fund for the
     Buy Down Loan, and these amounts will be deposited in the Servicer
     Custodial Account or the Distribution Account, net of any amounts paid
     relating to the Buy Down Loan by any insurer, guarantor or other person
     under a credit enhancement arrangement described in the applicable
     prospectus supplement.

          g. Balloon Loans. If specified in the applicable prospectus
     supplement, a Trust Estate may contain Mortgage Loans which are amortized
     over a fixed period not exceeding 40 years but which have shorter terms to
     maturity ("BALLOON LOANS") that causes the outstanding principal balance of
     the related Mortgage Loan to be due and payable at the end of a certain
     specified period (the "BALLOON PERIOD"). The borrower of a Balloon Loan
     will be obligated to pay the entire outstanding principal balance of the
     Balloon Loan at the end of the related Balloon Period. In the event the
     related mortgagor refinances a Balloon Loan at maturity, the new loan will
     not be included in the Trust Estate. See "Prepayment and Yield
     Considerations" herein.

          Mortgage Loans with certain loan-to-value ratios and/or certain
principal balances may be covered wholly or partially by primary mortgage
insurance policies. The existence, extent and duration of any coverage will be
described in the related prospectus supplement. The loan-to-value ratio of a
Mortgage Loan at any given time is the ratio, expressed as a percentage, of the
then-outstanding principal balance of the Mortgage Loan to the appraised value
of the related mortgaged property. The appraised value is either:

          (i) the lesser of:

               (a)  the appraised value determined in an appraisal obtained by
                    the originator of the Mortgage Loan and

               (b)  the sales price for the property,

          except that, in the case of Mortgage Loans the proceeds of which were
          used to refinance an existing mortgage loan, the appraised value of
          the related mortgaged property is the appraised value determined in an
          appraisal obtained at the time of refinancing; or

          (ii) the appraised value determined in an appraisal made at the
               request of a mortgagor subsequent to origination to eliminate the
               mortgagor's obligation to keep a primary mortgage insurance
               policy in force.


                                       20



     MORTGAGE LOAN INFORMATION IN PROSPECTUS SUPPLEMENT

          Each prospectus supplement for a series representing interests in a
Trust Estate that consists of Mortgage Loans will contain information, as of the
Cut-off Date and to the extent known to the Depositor, with respect to the
Mortgage Loans contained in the Trust Estate, including:

          o    the number of Mortgage Loans;

          o    the geographic distribution of the Mortgage Loans;

          o    the aggregate principal balance of the Mortgage Loans;

          o    the types of dwelling constituting the mortgaged properties;

          o    the longest and shortest scheduled term to maturity;

          o    the maximum principal balance of the Mortgage Loans;

          o    the maximum loan-to-value ratio of the Mortgage Loans at
               origination or other date specified in the related prospectus
               supplement;

          o    the maximum and minimum interest rates on the Mortgage Loans; and

          o    the aggregate principal balance of nonowner-occupied mortgaged
               properties.

     SINGLE FAMILY AND COOPERATIVE LOANS

          Mortgage Loans will consist of mortgage loans, deeds of trust or
participations or other beneficial interests in those instruments, secured by
first liens on one- to four-family residential properties or other Mortgage
Loans specified in the related prospectus supplement. If so specified, the
Mortgage Loans may include cooperative loans secured by security interests in
stock, shares or membership certificates issued by private, nonprofit,
cooperative housing corporations, known as "COOPERATIVES," and in the related
proprietary leases or occupancy agreements granting exclusive rights to occupy
specific dwelling units in such Cooperatives' buildings. These loans may be
loans that are not insured or guaranteed by any governmental agency or loans
insured by the FHA or partially guaranteed by the VA, as specified in the
related prospectus supplement.

          The mortgaged properties relating to single family mortgage loans will
consist of:

          o    detached or semi-detached one-family dwelling units;

          o    two- to four-family dwelling units;

          o    townhouses;

          o    rowhouses;

          o    individual condominium units, including condominium hotels, where
               features of the property may include maid service, a front desk
               or resident manager, rental pools and up to 20% of commercial
               space;

          o    individual units in planned unit developments; and

          o    certain other dwelling units.


                                       21



          The mortgaged properties may include:

          o    vacation homes;

          o    second homes;

          o    investment properties;

          o    leasehold interests; and

          o    manufactured housing.

          In the case of leasehold interests, the term of the leasehold will
exceed the scheduled maturity of the Mortgage Loan by at least five years.
Certain Mortgage Loans may be originated or acquired in connection with
corporate programs, including employee relocation programs. In limited
instances, a borrower who uses the dwelling unit as a primary residence may also
make some business use of the property.

     SUBSTITUTION OF MORTGAGE LOANS

          Substitution of Mortgage Loans will be permitted in the event of
breaches of representations and warranties relating to any original Mortgage
Loan or if the documentation relating to any Mortgage Loan is determined by the
Trustee or a custodian appointed by the Trustee to be incomplete. The period
during which the substitution will be permitted generally will be indicated in
the related prospectus supplement. The related prospectus supplement will
describe any other conditions upon which Mortgage Loans may be substituted for
Mortgage Loans initially included in the Trust Estate.

MORTGAGE CERTIFICATES

          A Trust Estate that contains Mortgage Certificates will have either
Ginnie Mae Certificates, Freddie Mac Certificates, Fannie Mae Certificates,
Private Certificates or a combination of any of those types of Mortgage
Certificates. The Mortgage Certificates will be acquired by the Depositor from
one or more affiliated or unaffiliated sellers.

          All of the Mortgage Certificates will be registered in the name of the
Trustee or its nominee or, in the case of Mortgage Certificates issued only in
book-entry form, a financial intermediary (which may be the Trustee) that is a
member of the Federal Reserve System or of a clearing corporation on the books
of which the security is held. Each Mortgage Certificate will evidence an
interest in a pool of mortgage loans and/or cooperative loans and/or in
principal distributions and interest distributions thereon.

          The descriptions of Ginnie Mae, Freddie Mac and Fannie Mae
Certificates and of Private Certificates that are set forth below are
descriptions of certificates representing proportionate interests in a pool of
mortgage loans and in the payments of principal and interest from that pool.
Ginnie Mae, Freddie Mac, Fannie Mae or the issuer of a particular series of
Private Certificates may also issue mortgage-backed securities representing a
right to receive distributions of interest only or principal only or
disproportionate distributions of principal or interest, or to receive
distributions of principal and/or interest prior or subsequent to distributions
on other certificates representing interests in the same pool of mortgage loans.
In addition, any issuer may issue certificates representing interests in
mortgage loans having characteristics that are different from the types of
mortgage loans described below. The terms of any Mortgage Certificates that are
included in a Trust Estate (and of the underlying mortgage loans) will be
described in the related prospectus supplement, and the descriptions that follow
are subject to modification as appropriate to reflect the actual terms of those
Mortgage Certificates.

     GINNIE MAE

          Ginnie Mae is a wholly owned corporate instrumentality of the United
States within the Department of Housing and Urban Development ("HUD"). Section
306(g) of Title III of the National Housing Act of 1934, as


                                       22



amended (the "HOUSING ACT"), authorizes Ginnie Mae to guarantee the timely
payment of the principal of and interest on certificates that are based on and
backed by a pool of loans ("FHA LOANS") insured or guaranteed by the United
States Federal Housing Administration (the "FHA") under the Housing Act or Title
V of the Housing Act of 1949, or by the United States Department of Veteran
Affairs (the "VA") under the Servicemen's Readjustment Act of 1944, as amended,
or Chapter 37 of Title 38, United States Code or by pools of other eligible
mortgage loans.

          Section 306(g) of the Housing Act provides that "the full faith and
credit of the United States is pledged to the payment of all amounts which may
be required to be paid under any guaranty under this subsection." To meet its
obligations under its guaranties, Ginnie Mae is authorized, under Section 306(d)
of the Housing Act, to borrow from the United States Treasury with no
limitations as to amount.

     GINNIE MAE CERTIFICATES

          All of the Ginnie Mae Certificates (the "GINNIE MAE CERTIFICATES")
will be mortgage-backed certificates issued and serviced by Ginnie Mae- or
Fannie Mae-approved mortgage servicers. The mortgage loans underlying Ginnie Mae
Certificates may consist of FHA Loans secured by mortgages on one- to four
family residential properties or multifamily residential properties, loans
secured by mortgages on one- to four-family residential properties or
multifamily residential properties, mortgage loans which are partially
guaranteed by the VA and other mortgage loans eligible for inclusion in mortgage
pools underlying Ginnie Mae Certificates. At least 90% by original principal
amount of the mortgage loans underlying a Ginnie Mae Certificate will be
mortgage loans having maturities of 20 years or more.

          Each Ginnie Mae Certificate provides for the payment by or on behalf
of the issuer of the Ginnie Mae Certificate to the registered holder of that
Ginnie Mae Certificate of monthly payments of principal and interest equal to
the registered holder's proportionate interest in the aggregate amount of the
monthly scheduled principal and interest payments on each underlying eligible
mortgage loan, less servicing and guaranty fees aggregating the excess of the
interest on each mortgage loan over the Ginnie Mae Certificate pass-through
rate. In addition, each payment to a holder of a Ginnie Mae Certificate will
include proportionate pass-through payments to that holder of any prepayments of
principal of the mortgage loan underlying the Ginnie Mae Certificate, and the
holder's proportionate interest in the remaining principal balance in the event
of a foreclosure or other disposition of the mortgage loan.

          The Ginnie Mae Certificates included in a Trust Estate may be issued
under either or both of the Ginnie Mae I program ("GINNIE MAE I CERTIFICATES")
and the Ginnie Mae II program ("GINNIE MAE II CERTIFICATES"). All mortgages
underlying a particular Ginnie Mae I Certificate must have the same annual
interest rate (except for pools of mortgages secured by mobile homes). The
annual interest rate on each Ginnie Mae I Certificate is one-half percentage
point less than the annual interest rate on the mortgage loans included in the
pool of mortgages backing the Ginnie Mae I Certificate. Mortgages underlying a
particular Ginnie Mae II Certificate may have annual interest rates that vary
from each other by up to one percentage point. The annual interest rate on each
Ginnie Mae II Certificate will be between one-half percentage point and one and
one-half percentage points less than the highest annual interest rate on the
mortgage loans included in the pool of mortgages backing the Ginnie Mae II
Certificate.

          Ginnie Mae will have approved the issuance of each of the Ginnie Mae
Certificates in accordance with a guaranty agreement between Ginnie Mae and the
servicer of the mortgage loans underlying the Ginnie Mae Certificate. Pursuant
to this type of agreement, the servicer is required to advance its own funds to
make timely payments of all amounts due on the Ginnie Mae Certificate, even if
the payments received by the servicer on the mortgage loans backing the Ginnie
Mae Certificate are less than the amounts due on the Ginnie Mae Certificate. If
a servicer is unable to make payments on a Ginnie Mae Certificate as it becomes
due, it must promptly notify Ginnie Mae and request Ginnie Mae to make the
payment. Upon notification and request, Ginnie Mae will make the payments
directly to the registered holder of the Ginnie Mae Certificate. If no payment
is made by the servicer and the servicer fails to notify and request Ginnie Mae
to make the payment, the registered holder of the Ginnie Mae Certificate has
recourse only against Ginnie Mae to obtain the payment. The registered holder of
the Ginnie Mae Certificates included in a Trust Estate is entitled to proceed
directly against Ginnie Mae under the terms of each Ginnie Mae Certificate or
the guaranty agreement or contract relating to the Ginnie Mae Certificate for
any amounts that are not paid when due under each Ginnie Mae Certificate.


                                       23



          As described above, the Ginnie Mae Certificates included in a Trust
Estate, and the related underlying mortgage loans, may have characteristics and
terms different from those described above. Any different characteristics and
terms will be described in the related prospectus supplement.

     FREDDIE MAC

          Freddie Mac is a federally-chartered and stockholder-owned corporation
created pursuant to Title III of the Emergency Home Finance Act of 1970, as
amended (the "FREDDIE MAC ACT"). 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 mortgages. The principal activity of Freddie Mac currently
consists of the purchase of first lien residential mortgage loans or
participation interests in those mortgage loans and the resale of those mortgage
loans in the form of mortgage securities. Freddie Mac is confined to purchasing,
so far as practicable, mortgage loans and participation interests in mortgages
which it deems to be of the quality, type and class that meet generally the
purchase standards imposed by private institutional mortgage investors.

     FREDDIE MAC CERTIFICATES

          Freddie Mac Certificates ("FREDDIE MAC CERTIFICATES") represent an
undivided interest in a group of mortgage loans purchased by Freddie Mac.
Mortgage loans underlying the Freddie Mac Certificates included in a Trust
Estate will consist of fixed- or adjustable-rate mortgage loans with original
terms to maturity of from 10 to 30 years, all of which are secured by first
liens on one-to four-family residential properties or properties containing five
or more units and designed primarily for residential use.

          Freddie Mac Certificates are issued and maintained and may be
transferred only on the book-entry system of a Federal Reserve Bank and may only
be held of record by entities eligible to maintain book-entry accounts at a
Federal Reserve Bank. Beneficial owners will hold Freddie Mac Certificates
ordinarily through one or more financial intermediaries. The rights of a
beneficial owner of a Freddie Mac Certificate against Freddie Mac or a Federal
Reserve Bank may be exercised only through the Federal Reserve Bank on whose
book-entry system the Freddie Mac Certificate is held.

          Under its Cash and Guarantor Programs, Freddie Mac guarantees to each
registered holder of a Freddie Mac Certificate the timely payment of interest at
the rate provided for by the Freddie Mac Certificate on the registered holder's
pro rata share of the unpaid principal balance outstanding of the related
mortgage loans, whether or not received. Freddie Mac also guarantees to each
registered holder of a Freddie Mac Certificate ultimate collection of all
principal of the related mortgage loans, without any offset or deduction, to the
extent of the holder's pro rata share thereof, but does not, except if specified
in the related prospectus supplement for a series of Certificates, guarantee the
timely payment of scheduled principal. 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 guarantee of
ultimate collection of principal at any time after default on an underlying
mortgage loan, but not later than 30 days following (i) foreclosure sale, (ii)
payment of the claim by any mortgage insurer, or (iii) 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
servicing judgment with respect to the mortgages in the same manner as for
mortgages that it has purchased but not sold.

          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 interest rate on the Freddie Mac Certificate. For
Freddie Mac Pools formed under Freddie Mac's Guarantor Program having pool
numbers beginning with 18-012, the range between the lowest and highest annual
interest rates on the mortgage loans does not exceed two percentage points.

          Under its Gold PC Program, Freddie Mac guarantees to each registered
holder of a Freddie Mac Certificate the timely payment of interest calculated in
the same manner as described above, as well as timely installments of


                                       24



scheduled principal based on the difference between the pool factor published in
the month preceding the month of distribution and the pool factor published in
the month of distribution for the related Freddie Mac Certificate.

          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,
nor entitled to, the full faith and credit of the United States.

          As described above, the Freddie Mac Certificates included in a Trust
Estate, and the related underlying mortgage loans, may have characteristics and
terms different from those described above. Any different characteristics and
terms will be described in the related prospectus supplement.

     FANNIE MAE

          Fannie Mae is a federally-chartered and stockholder-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 home mortgage loans from local lenders, thereby replenishing their
funds for additional lending. Fannie Mae acquires funds to purchase home
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. In addition, Fannie Mae issues
mortgage-backed securities primarily in exchange for pools of mortgage loans
from lenders.

     FANNIE MAE CERTIFICATES

          Fannie Mae Certificates ("FANNIE MAE CERTIFICATES") represent
fractional interests in a pool of mortgage loans formed by Fannie Mae.

          Fannie Mae guarantees to each registered holder of a Fannie Mae
Certificate that it will distribute amounts representing scheduled principal and
interest at the applicable pass-through rate on the underlying mortgage loans,
whether or not received, and that holder's proportionate share of the full
principal amount of any foreclosed or other finally liquidated mortgage loan,
whether or not the principal amount is actually recovered. If Fannie Mae were
unable to perform these obligations, distributions on Fannie Mae Certificates
would consist solely of payments and other recoveries on the underlying mortgage
loans and, accordingly, delinquencies and defaults would affect monthly
distributions to holders of Fannie Mae Certificates. The obligations of Fannie
Mae under its guarantees are obligations solely of Fannie Mae and are not backed
by, nor entitled to, the full faith and credit of the United States.

          As described above, the Fannie Mae Certificates included in a Trust
Estate, and the related underlying mortgage loans, may have characteristics and
terms different from those described above. Any different characteristics and
terms will be described in the related prospectus supplement.

     PRIVATE CERTIFICATES

          Private Certificates ("PRIVATE CERTIFICATES") may consist of (a)
mortgage pass-through certificates or participation certificates representing
beneficial interests in loans of the type that would otherwise be eligible to be
Mortgage Loans (the "UNDERLYING LOANS") or (b) collateralized mortgage
obligations secured by Underlying Loans. Private Certificates may include
stripped mortgage-backed securities representing an undivided interest in all or
a part of either the principal distributions (but not the interest
distributions) or the interest distributions (but not the principal
distributions) or in some portion of the principal and interest distributions
(but not all of those distributions) or certain mortgage loans. The Private
Certificates will have previously been (1) offered and distributed to the public
pursuant to an effective registration statement or (2) purchased in a
transaction not involving any public offering from a person who is not an
affiliate of the issuer of those securities at the time of sale


                                       25



(nor an affiliate thereof at any time during the three preceding months);
provided that a period of two years has elapsed since the later of the date the
securities were acquired from the issuer or one of its affiliates. Although
individual Underlying Loans may be insured or guaranteed by the United States or
an agency or instrumentality thereof, they need not be, and the Private
Certificates themselves will not be so insured or guaranteed. The
seller/servicer of the underlying mortgage loans will have entered into a
pooling and servicing agreement, an indenture or similar agreement (a "PC
AGREEMENT") with the trustee under that PC Agreement (the "PC TRUSTEE"). The PC
Trustee or its agent, or a custodian, will possess the mortgage loans underlying
those Private Certificates. The mortgage loans underlying the Private
Certificates may be subserviced by one or more loan servicing institutions under
the supervision of a master servicer (the "PC SERVICER").

          The sponsor of the Private Certificates (the "PC SPONSOR") will be a
financial institution or other entity that is or has affiliates that are 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 mortgage loans to those trusts and selling
beneficial interests in those trusts. The PC Sponsor may be an affiliate of the
Depositor. The obligations of the PC Sponsor will generally be limited to
certain representations and warranties with respect to the assets conveyed by it
to the related trust. The PC Sponsor will not have guaranteed any of the assets
conveyed to the related trust or any of the Private Certificates issued under
the PC Agreement. Additionally, although the mortgage loans underlying the
Private Certificates may be guaranteed by an agency or instrumentality of the
United States, the Private Certificates themselves will not be so guaranteed.

          The Depositor will acquire Private Certificates in open market
transactions or in privately negotiated transactions which may be with or
through affiliates.

          The prospectus supplement for a series for which the Trust Estate
includes Private Certificates will specify (this disclosure may be on an
approximate basis and will be as of the date specified in the related prospectus
supplement) to the extent relevant and to the extent the information is
reasonably available to the Depositor and the Depositor reasonably believes the
information to be reliable:

          o    the aggregate approximate principal amount and type of the
               Private Certificates to be included in the Trust Estate;

          o    certain characteristics of the mortgage loans that comprise the
               underlying assets for the Private Certificates including:

               o    the payment features of the underlying mortgage loans;

               o    the approximate aggregate principal balance, if known, of
                    underlying mortgage loans insured or guaranteed by a
                    governmental entity;

               o    the servicing fee or range of servicing fees with respect to
                    the underlying mortgage loans; and

               o    the minimum and maximum stated maturities of the underlying
                    mortgage loans at origination;

          o    the maximum original term-to-stated maturity of the Private
               Certificates;

          o    the weighted average term-to-stated maturity of the Private
               Certificates;

          o    the pass-through or certificate rate of the Private Certificates;

          o    the weighted average pass-through or certificate rate of the
               Private Certificates;

          o    the PC Sponsor, the PC Trustee and the PC Servicer;


                                       26



          o    certain characteristics of credit support, if any, such as
               reserve funds, insurance policies, surety bonds, letters of
               credit or guaranties relating to the mortgage loans underlying
               the Private Certificates or to the Private Certificates
               themselves;

          o    the terms on which the underlying mortgage loans for the Private
               Certificates may, or are required to, be purchased prior to their
               stated maturity or the stated maturity of the Private
               Certificates; and

          o    the terms on which mortgage loans may be substituted for those
               originally underlying the Private Certificates.

DISTRIBUTION ACCOUNT

          The Trustee or other entity identified in the related prospectus
supplement will, as to each series of Certificates, establish and maintain an
account or accounts (collectively, the "DISTRIBUTION ACCOUNT") for the benefit
of the Trustee and holders of the Certificates of that series for receipt of:

          o    each distribution or monthly payment, as the case may be, made to
               the Trustee with respect to the Mortgage Assets;

          o    the amount of cash, if any, specified in the related pooling and
               servicing agreement to be initially deposited therein;

          o    the amount of cash, if any, withdrawn from any related reserve
               fund or other fund; and

          o    the reinvestment income, if any.

          The pooling and servicing agreement for a series may authorize the
Trustee to invest the funds in the Distribution Account in certain investments
that will qualify as "permitted investments" under Code Section 860G(a)(5) in
the case of REMIC Certificates. These eligible investments will generally mature
not later than the business day immediately preceding the next Distribution Date
for the series (or, in certain cases, on the Distribution Date). Eligible
investments include, among other investments, obligations of the United States
and certain of its agencies, federal funds, certificates of deposit, commercial
paper carrying the ratings specified in the related pooling and servicing
agreement of each rating agency rating the Certificates of that series that has
rated the commercial paper, demand and time deposits and banker's acceptances
sold by eligible commercial banks, certain repurchase agreements of United
States government securities and certain minimum reinvestment agreements.
Reinvestment earnings, if any, on funds in the Distribution Account generally
will belong to the Trustee.

                           DESCRIPTION OF CERTIFICATES

          Each series of certificates (the "CERTIFICATES") will be issued
pursuant to a separate pooling and servicing agreement among the Depositor, the
Sponsor (if so provided in the related prospectus supplement), the Trustee (and,
if applicable, a securities administrator or other entity identified in the
related prospectus supplement) and a Master Servicer or one or more Servicers. A
form of pooling and servicing agreement is filed as an exhibit to the
Registration Statement of which this prospectus is a part. The following
summaries describe material provisions that may appear in each pooling and
servicing agreement. The prospectus supplement for a series of Certificates will
describe any provision of the related pooling and servicing agreement that
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 pooling and
servicing agreement and the prospectus supplement related to a particular series
of Certificates.

GENERAL

          The Certificates are issuable in series, each evidencing the entire
ownership interest in a Trust Estate of assets consisting primarily of Mortgage
Assets. The Certificates of each series will be issued either in fully
registered form or in book-entry form and in the authorized denominations for
each class specified in the related


                                       27



prospectus supplement. The Certificates of each series will evidence specified
beneficial ownership interests in the related Trust Estate created pursuant to
the related pooling and servicing agreement and will not be entitled to payments
in respect of the assets included in any other Trust Estate established by the
Depositor. The Certificates will not represent obligations of the Depositor, the
Master Servicer, the Trustee or any affiliate of those parties. Any
qualifications on direct or indirect ownership of Residual Certificates, as well
as restrictions on the transfer of Residual Certificates, will be set forth in
the related prospectus supplement.

          Each series of Certificates will be issued in one or more classes.
Each class of Certificates of a series will evidence beneficial ownership of a
specified percentage (which may be 0%) or portion of future interest payments
and a specified percentage (which may be 0%) or portion of future principal
payments on the Mortgage Assets in the related Trust Estate. A series of
Certificates may include one or more classes that are senior in right to payment
to one or more other classes of Certificates of that series. Certain series or
classes of Certificates 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. One or more classes of Certificates of
a series may be entitled to receive distributions of principal, interest or any
combination of principal and interest. Distributions on one or more classes of a
series of Certificates may be made:

          o    prior to one or more other classes;

          o    after the occurrence of specified events;

          o    in accordance with a schedule or formula;

          o    on the basis of collections from designated portions of the
               Mortgage Assets in the related Trust Estate; or

          o    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.

DEFINITIVE FORM

          Certificates of a series that are issued in fully-registered,
certificated form are referred to as "DEFINITIVE CERTIFICATES." Distributions of
principal of, and interest on, Definitive Certificates will be made directly to
holders of Definitive Certificates in accordance with the procedures set forth
in the pooling and servicing agreement. The Definitive Certificates of a series
offered by this prospectus and the applicable prospectus supplement will be
transferable and exchangeable at the office or agency maintained by the Trustee
or other entity for that purpose set forth in the applicable prospectus
supplement. No service charge will be made for any transfer or exchange of
Definitive Certificates, but the Trustee or another entity may require payment
of a sum sufficient to cover any tax or other governmental charges in connection
with the transfer or exchange.

          In the event that an election or multiple elections are made to treat
the Trust Estate (or one or more segregated pools of assets of the Trust Estate)
as one or more REMICs, the Residual Certificate will be issued as a Definitive
Certificate. No legal or beneficial interest in all or any portion of any
"residual interest" may be transferred without the receipt by the transferor and
the Trustee of an affidavit signed by the transferee stating, among other
things, that the transferee (1) is not a disqualified organization within the
meaning of Code Section 860E(e) or an agent (including a broker, nominee or
middleman) of a disqualified organization and (ii) understands that it may incur
tax liabilities in excess of any cash flows generated by the residual interest.
Further, the transferee must state in the affidavit that it (a) historically has
paid its debts as they have come due, (b) intends to pay its debts as they come
due in the future and (c) intends to pay taxes associated with holding the
residual interest as they become due. The transferor must certify to the Trustee
that, as of the time of the transfer, it has no actual knowledge that any of the
statements made in the transferee affidavit are false and no reason to know that
the statements made by the transferee pursuant to clauses (a), (b) and (c) of
the preceding sentence are false. See "Federal Income Tax


                                       28



Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Residual Certificates----Tax--Related Restrictions on Transfer of Residual
Certificates."

BOOK-ENTRY FORM

          Persons acquiring beneficial ownership interests ("BENEFICIAL OWNERS")
in the Certificates issued in book-entry form (the "BOOK-ENTRY CERTIFICATES")
will hold their Certificates through DTC in the United States, or Clearstream or
Euroclear (in Europe) if they are participants of those systems (the
"PARTICIPANTS"), or indirectly through organizations which are participants in
those systems (the "INDIRECT PARTICIPANTS"). Each class of the Book-Entry
Certificates of a series initially will be represented by one or more physical
certificates registered in the name of Cede & Co., as nominee of DTC, which will
be the "holder" or "Certificateholder" of those Certificates, as those terms are
used in this prospectus and the applicable prospectus supplement for a series.
No Beneficial Owner of a Book-Entry Certificate will be entitled to receive a
Definitive Certificate representing that person's interest in the Book-Entry
Certificate, except as set forth below. Unless and until Definitive Certificates
are issued under the limited circumstances described below, all references to
actions taken by Certificateholders or holders shall, in the case of the
Book-Entry Certificates, refer to actions taken by DTC upon instructions from
its DTC Participants, and all references in this prospectus and the applicable
prospectus supplement for a series to distributions, notices, reports and
statements to Certificateholders or holders shall, in the case of the Book-Entry
Certificates, refer to distributions, notices, reports and statements to DTC or
Cede & Co., as the registered holder of the Book-Entry Certificates, as the case
may be, for distribution to Beneficial Owners in accordance with DTC procedures.
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 those positions in customers' securities accounts in the depositaries'
names on the books of DTC. Citibank will act as depositary for Clearstream and
JPMorgan Chase Bank, National Association will act as depositary for Euroclear
(in those capacities, individually the "RELEVANT DEPOSITARY" and collectively
the "EUROPEAN DEPOSITARIES"). Investors may hold beneficial interests in the
Book-Entry Certificates in minimum denominations of $1,000.

          The Beneficial Owner's ownership of a Book-Entry Certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a "FINANCIAL INTERMEDIARY") that maintains the
beneficial owner's account for that purpose. In turn, the Financial
Intermediary's ownership of a Book-Entry Certificate will be recorded on the
records of DTC (or of a participating firm that acts as agent for the Financial
Intermediary, whose interest will in turn be recorded on the records of DTC, if
the beneficial owner's Financial Intermediary is not a DTC Participant, and on
the records of Clearstream or Euroclear, as appropriate).

          Beneficial Owners will receive all distributions of principal of, and
interest on, the Book-Entry Certificates from the Trustee through DTC and
Participants. While the Book-Entry Certificates are outstanding (except under
the circumstances described below), .under the rules, regulations and procedures
creating and affecting DTC and its operations (the "RULES"), DTC is required to
make book-entry transfers among Participants on whose behalf it acts with
respect to the Book-Entry Certificates and is required to receive and transmit
distributions of principal of, and interest on, the Book-Entry Certificates.
Participants and Indirect Participants with whom Beneficial Owners have accounts
for their Book-Entry Certificates are similarly required to make book-entry
transfers and receive and transmit these distributions on behalf of their
respective Beneficial Owners. Accordingly, although Beneficial Owners will not
possess certificates representing their respective interests in the Book-Entry
Certificates, the Rules provide a mechanism by which Beneficial Owners will
receive distributions and will be able to transfer their interest.

          Certificateholders will not receive or be entitled to receive
certificates representing their respective interests in the Book-Entry
Certificates, except under the limited circumstances described below. Unless and
until Definitive Certificates are issued, Certificateholders who are not
Participants may transfer ownership of Book-Entry Certificates only through
Participants and Indirect Participants by instructing Participants and Indirect
Participants to transfer 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 the 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


                                       29



Participants and Indirect Participants will make debits or credits, as the case
may be, on their records on behalf of the selling and purchasing
Certificateholders.

          Because of time zone differences, credits of securities received in
Clearstream or Euroclear as a result of a transaction with a Participant will be
made during subsequent securities settlement processing and dated the business
day following the DTC settlement date. These credits or any transactions in
securities settled during this processing will be reported to the relevant
Euroclear or Clearstream Participants on that following business day. 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 "--Certain U.S. Federal Income Tax
Documentation Requirements" below and "Federal Income Tax Consequences--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Certain Foreign
Investors" and "--Backup Withholding."

          Transfers between Participants will occur in accordance with the
Rules. Transfers between Clearstream Participants and Euroclear Participants
will occur in accordance with their respective rules and operating procedures.

          Cross-market transfers between persons 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
accordance with the Rules on behalf of the relevant European international
clearing system by the Relevant Depositary; however, these cross-market
transfers will require delivery of instructions to the relevant European
international clearing system by the counterparty in the system in accordance
with its rules and procedures and within established deadlines (European time).
The relevant European international clearing system will, if the transaction
meets its settlement requirements, deliver instructions to the Relevant
Depositary to take action to effect final settlement on its behalf by delivering
or receiving securities in DTC, and making or receiving payment in accordance
with normal procedures for same day funds settlement applicable to DTC.
Clearstream Participants and Euroclear Participants may not deliver instructions
directly to the European Depositaries.

          DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A, of the Securities Exchange
Act of 1934, as amended. DTC 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 or as a nominee
for another person. In general, beneficial ownership of Book-Entry Certificates
will be subject to the Rules, as in effect from time to time.

          Clearstream International, a Luxembourg limited liability company, was
formed in January 2000 through the merger of Cede & Co. International and
Deutsche Boerse Clearing.

          Clearstream is registered as a bank in Luxembourg and is subject to
regulation by the Luxembourg Monetary Authority, which supervises Luxembourg
banks.

          Clearstream holds securities for its Participants and facilitates the
clearance and settlement of securities transactions by electronic book-entry
transfers between their accounts. Clearstream provides various services,
including safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream also deals with domestic securities markets in several countries
through established depository and custodial relationships. Clearstream has
established an electronic bridge with Euroclear Bank S.A./N.V. (which operates
Euroclear) as the Euroclear operator in Brussels to facilitate settlement of
trades between systems. Clearstream currently accepts over 200,000 securities
issues on its books.

          Clearstream's customers are world-wide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Clearstream's United States customers are limited to
securities brokers and dealers and banks. Currently, Clearstream has
approximately 2,500 customers located in over 80 countries, including all major
European countries, Canada and the United States. Indirect access to Clearstream
is available to other institutions which clear through or maintain custodial
relationship with an account holder of Clearstream.


                                       30



          The Euroclear System 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, thereby
eliminating the need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. Transactions may be
settled in a variety of currencies, including United States dollars. Euroclear
provides various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described above. Euroclear is
operated by Euroclear Bank S.A./N.V. (the "EUROCLEAR OPERATOR"). All operations
are conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator.
Euroclear plc establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries.
Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear Participant, either
directly or indirectly.

          Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System and applicable Belgian
law. These terms and conditions govern transfers of securities and cash within
Euroclear, withdrawals of securities and cash from Euroclear, and receipts of
payments with respect to securities in Euroclear. All securities in Euroclear
are held on a fungible basis without attribution of specific certificates to
specific securities clearance accounts. The Euroclear Operator acts under the
terms and conditions of Euroclear 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 Trustee to Cede & Co., as nominee of DTC. DTC will be
responsible for crediting the amount of these distributions to the accounts of
the applicable DTC Participants in accordance with DTC `s normal procedures.
Each DTC Participant will be responsible for disbursing these distributions to
the Beneficial Owners of the Book-Entry Certificates that it represents and to
each Financial Intermediary for which it acts as agent. 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
payments will be forwarded by the Trustee 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 Depositary. These distributions will be subject to tax
reporting in accordance with relevant United States tax laws and regulations.
See "Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates Taxation of Certain Foreign Investors" and "--Backup Withholding."
Because DTC can only act on behalf of DTC Participants, the ability of a
Beneficial Owner to pledge Book-Entry Certificates to persons or entities that
do not participate in the depository system, or otherwise take actions regarding
their Book-Entry Certificates, may be limited due to the lack of physical
certificates for their Book-Entry Certificates. In addition, issuance of the
Book-Entry Certificates in book-entry form may reduce the liquidity of the
Book-Entry Certificates in the secondary market since certain potential
investors may be unwilling to purchase Certificates for which they cannot obtain
physical certificates.

          DTC has advised the Depositor that, unless and until Definitive
Certificates are issued, DTC will take any action the holders of the Book-Entry
Certificates are permitted to take under the pooling and servicing agreement
only at the direction of one or more DTC Participants to whose DTC accounts the
Book-Entry Certificates are credited, to the extent that these actions are taken
on behalf of Financial Intermediaries whose holdings include the Book-Entry
Certificates. Clearstream or the Euroclear Operator, as the case may be, will
take any other action permitted to be taken by 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 Depositary to effect these 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 the
Book-Entry Certificates, or their nominees, rather than to DTC, only if (a) DTC
advises the Trustee in writing that DTC is no longer willing, qualified or able
to


                                       31



discharge properly its responsibilities as nominee and depository with respect
to the Book-Entry Certificates and the Depositor or the Trustee is unable to
locate a qualified successor or (b) in the case of Certificates of a series that
receive distributions pursuant to request or random lot, if pro rata
distributions cannot be made through the facilities of DTC.

          Upon the occurrence of any event described in the immediately
preceding paragraph, the Trustee will be required to notify the applicable
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 Trustee will issue Definitive Certificates, and thereafter
the Trustee will recognize the holders of those Definitive Certificates as
Certificateholders under the pooling and servicing agreement.

          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 and these procedures may be
discontinued at any time.

          None of the Depositor, the Master Servicer, any Servicers 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 those beneficial ownership
interests. In the event of the insolvency of DTC, a DTC Participant or an
Indirect DTC Participant in whose name Book-Entry Certificates are registered,
the ability of the Beneficial Owners of the Book-Entry Certificates to obtain
timely payment and, if the limits of applicable insurance coverage by the
Securities Investor Protection Corporation are exceeded or if the coverage is
otherwise unavailable, ultimate payment, of amounts distributable with respect
to the Book-Entry Certificates may be impaired.

     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 and/or Euroclear Participants. Secondary
market trading between Clearstream Participants or Euroclear Participants will
be settled using the procedures applicable to conventional eurobonds in same-day
funds.

          Trading between DTC seller and Clearstream or Euroclear purchaser.
When Book-Entry Certificates are to be transferred from the account of a DTC
Participant to the account of a Clearstream Participant or a Euroclear
Participant, the purchaser will send instructions to Clearstream or Euroclear
through a Clearstream Participant or Euroclear Participant at least one business
day prior to settlement. Clearstream or Euroclear will instruct the respective
Depositary, as the case may be, to receive the Book-Entry Certificates against
payment. Payment will include interest accrued on the Book-Entry Certificates
from and including the last coupon payment date to and excluding the settlement
date, on the basis of either a 360-day year comprised of 30-day months or the
actual number of days in the accrual period and a year assumed to consist of 360
days, as applicable. For transactions settling on the 31st of the month, payment
will include interest accrued to and excluding the first day of the following
month. Payment will then be made by the respective Depositary of the DTC
Participant's account against delivery of the Book-Entry Certificates. After
settlement has been completed, the Book-Entry Certificates will be credited to
the respective clearing system and by the clearing system, in accordance with
its usual procedures, to the Clearstream Participant's or Euroclear
Participant's account. The securities credit will appear the next day (European
time) and the cash debt will be back-valued to, and the interest on the
Book-Entry Certificates 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 or
Euroclear cash debt will be valued instead as of the actual settlement date.


                                       32



          Clearstream 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 or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the Book-Entry Certificates are credited to their accounts one day later.

          As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, Clearstream 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 Participants or Euroclear
Participants purchasing Book-Entry Certificates would incur overdraft charges
for one day, assuming they cleared the overdraft when the Book-Entry
Certificates were credited to their accounts. However, interest on the
Book-Entry Certificates would accrue from the value date. Therefore, in many
cases the investment income on the Book-Entry Certificates earned during that
one-day period may substantially reduce or offset the amount of the overdraft
charges, although this result will depend on each Clearstream 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 Book-Entry
Certificates to the respective European Depositary for the benefit of
Clearstream Participants or Euroclear Participants. The sale proceeds will be
available to the DTC seller on the settlement date. Thus, to the DTC
Participants a cross-market transaction will settle no differently than a trade
between two DTC Participants.

          Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due
to time zone differences in their favor, Clearstream Participants and Euroclear
Participants may employ their customary procedures for transactions in which
Book-Entry Certificates are to be transferred by the respective clearing system,
through the respective Depositary, to a DTC Participant. The seller will send
instructions to Clearstream or Euroclear through a Clearstream Participant or
Euroclear Participant at least one business day prior to settlement. In these
cases Clearstream or Euroclear will instruct the respective Depositary, as
appropriate, to deliver the Book-Entry Certificates to the DTC Participant's
account against payment. Payment will include interest accrued on the Book-Entry
Certificates from and including the last coupon payment to and excluding the
settlement date on the basis of either a 360-day year comprised of 30-day months
or the actual number of days in the accrual period and a year assumed to consist
of 360 days, as applicable. For transactions settling on the 31st of the month,
payment will include interest accrued to and excluding the first day of the
following month. The payment will then be reflected in the account of the
Clearstream Participant or Euroclear Participant the following day, and receipt
of the cash proceeds in the Clearstream Participant's or Euroclear Participant's
account would be back-valued to the value date (which would be the preceding
day, when settlement occurred in New York). Should the Clearstream Participant
or Euroclear Participant have a line of credit with its respective clearing
system and elect to be in debt in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft incurred over
that one-day period. If settlement is not completed on the intended value date
(i, e., the trade fails), receipt of the cash proceeds in the Clearstream
Participant's or Euroclear Participant's account would instead be valued as of
the actual settlement date.

          Finally, day traders that use Clearstream or Euroclear and that
purchase Book-Entry Certificates from DTC Participants for delivery to
Clearstream 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 or Euroclear for one day (until
          the purchase side of the day trade is reflected in their Clearstream
          or Euroclear accounts) in accordance with the clearing system's
          customary procedures;

               (b) borrowing the Book-Entry Certificates in the U.S. from a DTC
          Participant no later than one day prior to settlement, which would
          give the Book-Entry Certificates sufficient time to be reflected in
          their Clearstream or Euroclear account in order to settle the sale
          side of the trade; or


                                       33



               (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 Participant or Euroclear Participant.

          Certain U.S. Federal Income Tax Documentation Requirements. A
Beneficial Owner of Book-Entry Certificates that is not a U.S. Person within the
meaning of Code Section 7701(a)(30) holding a Book-Entry Certificate through
Clearstream, Euroclear or DTC may be subject to U.S. withholding tax unless it
provides certain documentation to the Trustee, a Paying Agent or any other
entity required to withhold tax establishing an exemption from withholding.

          In addition, all holders, including holders that are U.S. Persons,
holding Book-Entry Certificates through Clearstream, Euroclear or DTC may be
subject to backup withholding unless the holder provides appropriate
documentation or otherwise qualifies for an exemption. See "Federal Income Tax
Consequences" herein, and in particular "--Taxation of Certain Foreign
Investors."

          Prospective investors should be aware, however, that this discussion
and the discussions referenced herein do not deal with all of the aspects of
U.S. federal income tax withholding or backup withholding that may be relevant
to investors. Prospective investors are advised to consult their own tax
advisors for specific tax advice concerning their holding and disposing of
Book-Entry Certificates. Each certificateholder is encouraged to consult its tax
advisors regarding the tax documentation and certifications that must be
provided to secure the exemption from United States withholding taxes.

DISTRIBUTIONS

          Distributions of principal of and interest on the Certificates of a
series will be made on the dates specified in the related prospectus supplement
(each, a "DISTRIBUTION DATE"), and allocated to the classes in the amounts and
in the order specified, in the related prospectus supplement. Distributions will
be made by wire transfer (in the case of Certificates that are of a certain
minimum denomination, as specified in the related prospectus supplement) or by
check mailed to record holders of those Certificates as of the related record
date at their addresses appearing on the certificate register, except that the
Trustee will make the final distribution of principal only upon presentation and
surrender of each Certificate at the office or agency of the Trustee or a paying
agent specified in the related prospectus supplement. Notice will be mailed
before the Distribution Date on which the final distribution is expected to be
made to the holder of a Certificate. If the Certificates of a series are issued
in book-entry form, the Trustee will make distributions on those Certificates,
including the final distribution in retirement of those Certificates, through
the facilities of a depository in accordance with the depository's usual
procedures in the manner described in the related prospectus supplement.

          The Trustee will distribute principal of and interest on the
Certificates out of the Distribution Account established under the pooling and
servicing agreement. All distributions on the Mortgage Certificates, if any,
included in the Trust Estate for a series, remittances on the Mortgage Loans by
the Master Servicer pursuant to the pooling and servicing agreement, together
with any reinvestment income (if so specified in the related prospectus
supplement) from those funds, and amounts withdrawn from any reserve fund or
other fund or payments in respect of other credit enhancement are required to be
deposited directly into the Distribution Account. These funds will be available
(except for funds held for future distribution and for funds payable to the
Master Servicer) to make distributions on Certificates of that series on the
next Distribution Date. See "The Trust Estates--Distribution Account" and "The
Pooling and Servicing Agreement--Payments on Mortgage Loans."

     INTEREST

          Interest will accrue on the aggregate certificate principal balance
(or, in the case of IO Certificates, the aggregate notional amount) of each
class of Certificates entitled to interest at the pass-through rate (which may
be a fixed rate or a rate adjustable as specified in the prospectus supplement)
during each interest accrual period specified in the related prospectus
supplement. The interest accrual period with respect to any Distribution Date is
the period from and including the first day of the month preceding the month of
that Distribution Date (or, in the case of the first Distribution Date, from the
closing date for the series of Certificates) through the last day of the
preceding month, or any other period as may be specified in the related
prospectus supplement. If funds are available for


                                       34



distribution, the Trustee will distribute interest accrued during each interest
accrual period on each class of Certificates entitled to interest (other than a
class of Certificates that provides for interest that accrues, but is not
currently payable on the Distribution Dates specified in the related prospectus
supplement until the class certificate balance of that class is reduced to zero
or, in the case of Certificates entitled only to distributions allocable to
interest, until the aggregate notional amount of those Certificates is reduced
to zero or for the period of time designated in the related prospectus
supplement. The notional amount of a Notional Amount Certificate 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.

          The Trustee will begin distributing interest on each class of Accrual
Certificates only after the occurrence of the events specified in the related
prospectus supplement and, prior to that time, interest will be added to the
class certificate balance of each class of Accrual Certificates. Any class of
Accrual Certificates then will accrue interest on its outstanding class
certificate balance as adjusted. For a description of Accrual Certificates, see
"--Categories of Classes of Certificates."

     PRINCIPAL

          The class certificate balance of any class of Certificates entitled to
distributions of principal will be the original class certificate balance of
that class of Certificates specified in the prospectus supplement, reduced by
all distributions reported to holders of the Certificates as allocable to
principal and adjustments, if any, in respect of losses and (i) in the case of
Accrual Certificates, increased by all interest accrued but not then
distributable on those Accrual Certificates and (ii) in the case of
adjustable-rate Certificates, subject to 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 Certificates on each
Distribution Date will be calculated and the manner in which that amount will be
allocated among the classes of Certificates entitled to distributions of
principal.

          Each class of Certificates of a series (except for IO Certificates),
to the extent of funds available for distribution, will receive distributions of
principal in the amounts, at the times and in the manner specified in the
related prospectus supplement until its initial aggregate certificate balance
has been reduced to zero. The Trustee will allocate distributions of principal
to the Certificates of each class, during the periods and in the order specified
in the related prospectus supplement.

CATEGORIES OF CLASSES OF CERTIFICATES

          In general, the classes of Certificates of each series fall into
different categories. The following chart identifies and generally defines
certain of the more typical categories. The prospectus supplement for a series
of Certificates may identify the classes of that series by reference to the
following categories.


                                       35



                                 PRINCIPAL TYPES

CATEGORIES OF CLASSES            DEFINITIONS
------------------------------   -----------------------------------------------
ACCRETION DIRECTED               A class of Certificates that receives principal
CERTIFICATES                     payments from amounts that otherwise would be
                                 distributed as interest on specified Accrual
                                 Certificates. These principal payments may be
                                 in lieu of or in addition to principal payments
                                 from principal receipts on the Mortgage Assets
                                 or other assets of the Trust Estate for the
                                 related series.

COMPANION CERTIFICATES OR        A class of Certificates that receives principal
SUPPORT CERTIFICATES             payments on a Distribution Date only if
                                 scheduled payments have been made on specified
                                 Planned Amortization Certificates, Targeted
                                 Amortization Certificates and/or Scheduled
                                 Amortization Certificates.

COMPONENT CERTIFICATES           A class of Certificates consisting of two or
                                 more specified components, as described in the
                                 applicable prospectus supplement. The
                                 components of a class of Component Certificates
                                 may have different principal and/or interest
                                 payment characteristics but together constitute
                                 a single class and do not represent several
                                 interests. Each component of a class of
                                 Component Certificates may be identified as
                                 falling into one or more of the categories in
                                 this chart.

LOCKOUT CERTIFICATES             A class of Senior Certificates that is locked
                                 out of or is designed not to participate in or
                                 to participate to a limited extent in, for a
                                 specified period, the receipt of (1) principal
                                 prepayments on the Mortgage Loans that are
                                 allocated disproportionately to the classes of
                                 Senior Certificates of the series as a group
                                 under a "shifting interest" structure and/or
                                 (2) scheduled principal payments on the
                                 Mortgage Loans that are allocated to the
                                 classes of Senior Certificates of the series as
                                 a group. A class of Lockout Certificates
                                 typically will not receive distributions of
                                 principal prepayments and/or scheduled
                                 principal payments, as applicable, for a period
                                 of several years, during which time all or a
                                 portion of the principal payments that it would
                                 otherwise receive in the absence of a "lockout"
                                 structure will be distributed in reduction of
                                 the principal balances of other Senior
                                 Certificates. Lockout Certificates are designed
                                 to minimize their weighted average life
                                 volatility during the lockout period.

NOTIONAL AMOUNT CERTIFICATES     A class of Certificates having no principal
                                 balance and bearing interest on a notional
                                 amount. The notional amount is a hypothetical
                                 amount used for calculating interest
                                 distributions.

PASS-THROUGH CERTIFICATES        A class of Senior Certificates that receives a
                                 specified percentage of the principal payments
                                 that are distributable to the Senior
                                 Certificates or a group of Senior Certificates,
                                 other than any Ratio Strip Certificates, in the
                                 aggregate on a Distribution Date and that is
                                 not a class of Sequential Pay Certificates.


                                       36



PLANNED AMORTIZATION             A class of Certificates that is designed to
CERTIFICATES OR PAC              receive principal payments using a
CERTIFICATES                     predetermined principal balance schedule
                                 derived by assuming two constant prepayment
                                 rates for the underlying Mortgage Assets. These
                                 two rates are the endpoints for the
                                 "structuring range" for the class of Planned
                                 Amortization Certificates. The Planned
                                 Amortization Certificates in any series may be
                                 subdivided into different categories such as
                                 Planned Amortization Certificates I or PAC I
                                 Certificates, Planned Amortization Certificates
                                 II or PAC II Certificates and so forth which
                                 are derived using different structuring ranges.
                                 A class of PAC Certificates is designed to
                                 provide protection against prepayments
                                 occurring at a constant rate within the
                                 structuring range.

RATIO STRIP CERTIFICATES         A class of Certificates that receives a
                                 constant proportion, or "ratio strip," of the
                                 principal payments on some or all of the
                                 Mortgage Assets.

SCHEDULED AMORTIZATION           A class of Certificates that is designed to
CERTIFICATES                     receive principal payments using a
                                 predetermined principal balance schedule but is
                                 not designated as a class of Planned
                                 Amortization Certificates or Targeted
                                 Amortization Certificates. The schedule is
                                 derived by assuming either two constant
                                 prepayment rates or a single constant
                                 prepayment rate for the Mortgage Assets. In the
                                 case of two constant rates, these two rates are
                                 the endpoints for the "structuring range" for
                                 the class of Scheduled Amortization
                                 Certificates and the range generally is
                                 narrower than that for a class of Planned
                                 Amortization Certificates. Typically, the
                                 Support Certificates for the applicable series
                                 of Certificates generally will represent a
                                 smaller percentage of a class of Scheduled
                                 Amortization Certificates than the Support
                                 Certificates generally would represent in
                                 relation to a Planned Amortization Certificate
                                 or a Targeted Amortization Certificate. A
                                 Scheduled Amortization Certificate generally is
                                 less sensitive to prepayments than a Support
                                 Certificate, but is more sensitive than a class
                                 of Planned Amortization Certificates or
                                 Targeted Amortization Certificates.

SENIOR CERTIFICATES              A class of Certificates that is entitled to
                                 receive payments of principal and interest on
                                 each Distribution Date prior to the classes of
                                 Subordinate Certificates.


                                       37



SEQUENTIAL PAY CERTIFICATES      A class of Certificates that receives principal
                                 payments in a prescribed sequence, that does
                                 not have a predetermined principal balance
                                 schedule and that, in most cases, is entitled
                                 to receive payments of principal continuously
                                 from the first Distribution Date on which they
                                 receive principal until they are retired. A
                                 class of Sequential Pay Certificates may
                                 receive payments of principal concurrently with
                                 one or more other classes of Sequential Pay
                                 Certificates. A single class that is entitled
                                 to receive principal payments before or after
                                 all other classes in the same series of
                                 Certificates may be identified as a Sequential
                                 Pay Certificate.

SUBORDINATE CERTIFICATES         A class of Certificates that receives payments
                                 of principal and interest on each Distribution
                                 Date only after the Senior Certificates and
                                 classes of Subordinate Certificates with higher
                                 priority of distributions have received their
                                 full principal and interest entitlements.

SUPER SENIOR CERTIFICATES        A class of Senior Certificates that will not
                                 bear its share of certain losses, after the
                                 Subordinate Certificates are no longer
                                 outstanding, for so long as one or more
                                 specified classes of Senior Certificates are
                                 outstanding.

SUPER SENIOR SUPPORT
CERTIFICATES                     A class of Senior Certificates that bears
                                 certain losses that otherwise would have been
                                 allocated to a class of Super Senior
                                 Certificates.

TARGETED AMORTIZATION
CERTIFICATES OR TAC
CERTIFICATES                     A class of Certificates that receives principal
                                 payments using a predetermined principal
                                 balance schedule derived by assuming a single
                                 constant prepayment rate for the Mortgage
                                 Assets. A class of TAC Certificates is designed
                                 to provide some protection against prepayments
                                 at a rate exceeding the assumed constant
                                 prepayment used to derive the principal balance
                                 schedule for that class.

                        INTEREST TYPES

Categories OF Classes            DEFINITIONS
------------------------------   -----------------------------------------------
ACCRUAL CERTIFICATES             A class of Certificates that accretes the
                                 amount of accrued interest otherwise
                                 distributable on the class, which amount will
                                 be added to the principal balance of the class
                                 on each applicable Distribution Date. The
                                 accretion may continue until some specified
                                 event has occurred or until the class of
                                 Accrual Certificates is retired.

FIXED-RATE CERTIFICATES          A class of Certificates with an interest rate
                                 that is fixed throughout the life of the class.

FLOATING-RATE CERTIFICATES       A class of Certificates with an interest rate
                                 that resets periodically based upon a
                                 designated index and that varies directly with
                                 changes in the index.


                                       38



INTEREST-ONLY CERTIFICATES OR    A class of Certificates that receives some or
IO CERTIFICATES                  all of the interest payments made on the
                                 Mortgage Assets and little or no principal.
                                 Interest-Only Certificates have either a
                                 nominal principal balance or a notional amount.
                                 A nominal principal balance represents actual
                                 principal that will be paid on the
                                 Certificates. It is referred to as nominal
                                 since it is extremely small compared to other
                                 classes. A notional amount is an amount used as
                                 a reference to calculate the amount of interest
                                 due on a class of Interest-Only Certificates
                                 that is not entitled to any distributions in
                                 respect of principal.

INVERSE FLOATING-RATE            A class with an interest rate that resets
CERTIFICATES                     periodically based upon a designated index and
                                 that varies inversely with changes in the
                                 index. The interest rate for a class of Inverse
                                 Floating-Rate Certificates typically will vary
                                 inversely with changes in the interest rate on
                                 a class of Floating-Rate Certificates in the
                                 same series.

PRINCIPAL-ONLY CERTIFICATES      A class of Certificates that does not bear
OR PO CERTIFICATES               interest and is entitled to receive only
                                 distributions in respect of principal.

STEP COUPON CERTIFICATES         A class of Certificates with a fixed interest
                                 rate that is reduced to a lower fixed rate
                                 after a specified period of time. The
                                 difference between the initial interest rate
                                 and the lower interest rate will be supported
                                 by a reserve fund established on the closing
                                 date for that series of Certificates.

VARIABLE RATE CERTIFICATES       A class of Certificates with an interest rate
                                 that resets periodically and is calculated by
                                 reference to the rate or rates of interest
                                 applicable to the Mortgage Assets or another
                                 class or classes of Certificates..

RESIDUAL CERTIFICATES

          A series of REMIC Certificates will include a class of Residual
Certificates representing the right to receive on each Distribution Date, in
addition to any other distributions to which they may be entitled, the excess of
the sum of distributions, payments and other amounts received over the sum of
(i) the amount required to be distributed to certificateholders on that
Distribution Date and (ii) certain expenses, all as more specifically described
in the related prospectus supplement. In addition, after the aggregate principal
balance of all classes of Regular Certificates has been fully amortized, holders
of the Residual Certificates will be the sole owners of the related Trust Estate
and will have sole rights with respect to the Mortgage Assets and other assets
remaining in the Trust Estate. Some or all of the Residual Certificates of a
series may be offered by this prospectus and the related prospectus supplement;
if so, the terms of those Residual Certificates will be described in the
prospectus supplement. Any qualifications on direct or indirect ownership of
Residual Certificates offered by this prospectus and the related prospectus
supplement, as well as restrictions on the transfer of those Residual
Certificates, will be set forth in the related prospectus supplement. If
Residual Certificates are not so offered, the Depositor may (but need not) sell
some or all of the Residual Certificates on or after the date of original
issuance of that series in transactions exempt from registration under the
Securities Act of 1933, as amended, and otherwise under circumstances that will
not adversely affect the REMIC status of the Trust Estate.


                                       39



MANDATORY AUCTION OF CERTIFICATES

          If specified in the prospectus supplement for a series, one or more
classes of Certificates ("AUCTION CERTIFICATES") may be subject to a mandatory
auction. Prior to a Distribution Date specified in the applicable prospectus
supplement (the "AUCTION DISTRIBUTION DATE"), the Trustee or another party
specified in the prospectus supplement, in its capacity as auction administrator
(the "AUCTION ADMINISTRATOR"), will solicit bids for the purchase of each class
of Auction Certificates then outstanding from third-party investors.

          On the Auction Distribution Date, the Auction Certificates will be
transferred to third-party investors, and upon this transfer the holders of each
class of Auction Certificates will be entitled to receive an amount (the "PAR
PRICE") equal to the related class balance, plus, if applicable, accrued
interest on that class balance (following all distributions and the allocation
of Realized Losses on the Auction Distribution Date.

          The Auction Administrator will enter into a swap agreement pursuant to
which the counterparty will agree to pay the excess, if any, of the Par Price
over the amounts received for a class of Auction Certificates in the auction. If
all or a portion of a class of Auction Certificates is not sold in the auction,
the counterparty will pay the Auction Administrator the Par Price (or a portion
of the Par Price) of the unsold Certificates. If the amount received in the
auction is greater than the Par Price, that excess will be paid by the Trust to
the counterparty to the swap agreement and will not be available for
distribution to Certificateholders.

          If the counterparty defaults on its obligations under the swap
agreement, no Certificates of a class of Auction Certificates will be
transferred to third parties unless bids equal to or higher than the applicable
Par Price (or pro rata portion in the case of a bid for less than all of a
class) are received. In addition, if the counterparty defaults and third-party
investors bid an amount equal to or higher than the pro rata portion of the Par
Price for some, but not all, of a class of Auction Certificates, only a portion
of the Certificates of such class will be transferred to the successful bidders
on the Auction Distribution Date. If only a portion of a class is transferred,
each holder of such class will transfer only a pro rata portion of its
Certificates on the Auction Distribution Date.

          See "Risk Factors--Amounts Received from the Auction and the Swap
Agreement May Be Insufficient to Assure Completion of the Auction" in this
prospectus.

REPORTS TO CERTIFICATEHOLDERS

          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 make available to each Certificateholder of
record of the related series a statement setting forth, if applicable to that
series of Certificates, among other things:

               (i) the amount of the distribution allocable to principal of the
          related Mortgage Loans, separately identifying the aggregate amount of
          any principal prepayments, and Liquidation Proceeds and the amount of
          the distribution allocable to interest on the related Mortgage Loans;

               (ii) if the distribution to Certificateholders is less than the
          full amount that would be distributable if there were sufficient funds
          available, the amount of the shortfall and the allocation of the
          shortfall between principal and interest;

               (iii) the class balance of each class of Certificates after
          giving effect to the distribution of principal on the Distribution
          Date;

               (iv) the amount of servicing compensation with respect to the
          related Trust Estate and any other customary information as is
          required to enable Certificateholders to prepare their tax returns;

               (v) the amount by which the Servicing Fee or Master Servicing
          Fee, as applicable, for the related Distribution Date has been reduced
          by interest shortfalls due to prepayments;


                                       40



               (vi) the amount of Advances included in the distribution on the
          Distribution Date, the aggregate amount of Advances outstanding as of
          the close of business on the Distribution Date and the amount of
          Advances reimbursed since the previous Distribution Date;

               (vii) to each holder of a Certificate entitled to the benefits of
          payments under any form of credit enhancement;

                    (a) the amounts so distributed under the form of credit
               enhancement on the applicable Distribution Date; and

                    (b) the amount of coverage remaining under the form of
               credit enhancement, after giving effect to any payments
               thereunder and other amounts charged thereto on the Distribution
               Date;

               (viii) any payments made or accrued relating to credit
          enhancement provided by a party, identifying the general purpose of
          the payments and the party receiving the payments.;

               (ix) the Pass-Through Rate (if any) for each class of
          Certificates;

               (x) for any Mortgage Loan that became and REO Property during the
          preceding calendar month, the loan number and Stated Principal Balance
          of the Mortgage Loan as of the close of business on the Determination
          Date preceding the Distribution Date and the date of acquisition
          thereof;

               (xi) the total number and principal balance of any REO Properties
          (and market value, if available) as of the close of business on the
          Determination Date preceding the Distribution Date;

               (xii) the aggregate amount of Realized Losses incurred during the
          preceding calendar month;

               (xiii) any expenses or indemnification amounts paid by the
          related Trust Estate, the specific purpose of each payment and the
          parties to whom these payments are made;

               (xiv) the number and total principal balance of the Mortgage
          Loans, the weighted average mortgage interest rate and weighted
          average remaining term to maturity of the Mortgage Loans and
          cumulative prepayment amounts;

               (xv) any material modifications, extensions or waivers to
          Mortgage Loan terms, fees, penalties or payments since the previous
          Distribution Date or cumulatively since the closing date for that
          series of Certificates;

               (xvi) any material breaches of representations and warranties
          relating to the Mortgage Loans or material breaches of transaction
          covenants;

               (xvii) the number and aggregate principal balance of any Mortgage
          Loans repurchased by the Depositor from the related Trust Estate since
          the previous Distribution Date; and

               (xviii) the number and aggregate principal amounts of Mortgage
          Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure or
          bankruptcy), (B) in foreclosure, as of the close of business on the
          last day of the calendar month preceding the Distribution Date and (C)
          in bankruptcy as of the close of business on the last day of the
          calendar month preceding the Distribution Date.

          Where applicable, any amount set forth above may be expressed as a
dollar amount per single Certificate of the relevant class specified in the
related prospectus supplement. The report to certificateholders for any series
of Certificates may include additional or other information of a similar nature
to that specified above.


                                       41



          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
certificateholder of record at any time during that calendar year a report:

          o    as to the aggregate of amounts reported pursuant to clauses (i)
               and (ii) for that calendar year or, if a person was a
               certificateholder of record during a portion of that calendar
               year, for the applicable portion of that year; and

          o    other customary information as is necessary or desirable for
               certificateholders to prepare their tax returns.

                               CREDIT ENHANCEMENT

GENERAL

          Credit enhancement may be provided with respect to one or more classes
of a series of Certificates or with respect to the Mortgage Assets in the
related Trust Estate. Credit enhancement may be only in the form of any one or
more of the following:

          o    subordination;

          o    limited guarantee;

          o    financial guaranty insurance policy or surety bond;

          o    letter of credit;

          o    mortgage pool insurance policy;

          o    special hazard insurance policy;

          o    mortgagor bankruptcy bond;

          o    reserve fund;

          o    cross-collateralization;

          o    overcollateralization;

          o    excess interest;

          o    cash flow agreements;

          o    fraud waiver; or

          o    FHA insurance or a VA guarantee.

If losses occur which exceed the amount covered by credit enhancement or which
are not covered by the credit enhancement, certificateholders will bear their
allocable share of any deficiencies.

          If specified in the related prospectus supplement, the coverage
provided by one or more forms of credit enhancement may apply concurrently to
two or more related Trust Estates. If applicable, the related prospectus
supplement will identify the Trust Estates to which the credit enhancement
relates and the manner of determining the amount of the coverage provided
thereby and of the application of the coverage to the identified Trust Estates.


                                       42



          The applicable prospectus supplement will describe the material terms
of such credit enhancement, including any limits on the timing or amount of such
credit enhancement or any conditions that must be met before such credit
enhancement may be accessed. If the provider of the credit enhancement is liable
or contingently liable to provide payments representing 10% or more of the cash
flow supporting any offered class of Certificates, the applicable prospectus
supplement will disclose the name of the provider, the organizational form of
the provider, the general character of the business of the provider and
financial information required by Item 1114(b)(2) of Regulation AB (17 C.F.R.
Section 229.1114). Copies of the limited guarantee, financial guaranty insurance
policy, surety bond, letter of credit, pool insurancy policy, mortgagor
bankruptcy bond, special hazard insurance policy or Cash Flow Agreement, if any,
relating to a series of Certificates will be filed with the SEC as an exhibit to
a Current Report on Form 8-K.

SUBORDINATION

          If so specified in the related prospectus supplement, the rights of
holders of one or more classes of subordinate Certificates will be subordinate
to the rights of holders of one or more classes of senior Certificates of that
series to distributions in respect of scheduled principal, principal
prepayments, interest or any combination thereof that otherwise would have been
payable to holders of subordinate Certificates under the circumstances and to
the extent specified in the related prospectus supplement. If so specified in
the related prospectus supplement, certain classes of subordinate Certificates
may be senior to other classes of Subordinate Certificates and be rated
investment grade. If specified in the related prospectus supplement, delays in
receipt of scheduled payments on the Mortgage Assets and certain losses with
respect to the Mortgage Assets will be borne first by the various classes of
subordinate Certificates and thereafter by the various classes of senior
Certificates, in each case under the circumstances and subject to the
limitations specified in the related prospectus supplement. The aggregate
distributions in respect of delinquent payments on the Mortgage Assets over the
lives of the Certificates or at any time, the aggregate losses in respect of
Mortgage Assets which must be borne by the subordinate Certificates because of
subordination and the amount of distributions otherwise distributable to
subordinate certificateholders that will be distributable to senior
certificateholders on any Distribution Date may be limited as specified in the
related prospectus supplement. If aggregate distributions in respect of
delinquent payments on the Mortgage Assets or aggregate losses in respect of the
Mortgage Assets were to exceed the amount specified in the related prospectus
supplement, senior certificateholders would experience losses on their
Certificates.

          If specified in the related prospectus supplement, various classes of
senior certificates and subordinate Certificates may themselves be subordinate
in their right to receive certain distributions to other classes of senior
Certificates and subordinate Certificates through a cross-collateralization
mechanism or otherwise.

          As between classes of senior Certificates and as between classes of
subordinate Certificates, distributions may be allocated among those classes:

          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

          o    otherwise, as specified in the related prospectus supplement.

LIMITED GUARANTEE

          If specified in the prospectus supplement for a series of
Certificates, credit enhancement may be provided in the form of a limited
guarantee issued by a guarantor named in that prospectus supplement. The limited
guarantee may cover deficiencies in amounts otherwise payable on some or all of
the Certificates of a series. The limited guarantee may cover timely
distributions of interest or full distributions of principal or both on the
basis of a schedule of principal distributions set forth in or determined in the
manner specified in the related prospectus supplement. The limited guarantee may
provide additional protection against losses on the Mortgage Loans included in a
Trust Estate, provide payment of administrative expenses, or establish a minimum
reinvestment rate on


                                       43



the payments made on the Mortgage Loans or principal payment rate on the
Mortgage Loans. A limited guarantee will be limited in amount to the dollar
amount or percentage of the principal balance of the Mortgage Loans or
Certificates specified in the applicable prospectus supplement.

FINANCIAL GUARANTY INSURANCE POLICY OR SURETY BOND

          If specified in the prospectus supplement for a series of
Certificates, credit enhancement may be provided in the form of a financial
guaranty insurance policy or a surety bond issued by one or more insurers named
in that prospectus supplement. The financial guarantee insurance policy will
guarantee, with respect to one or more classes of Certificates of the related
series, timely distributions of interest and ultimate distributions of principal
at the dates set forth in or determined in the manner specified in the
prospectus supplement. If specified in the prospectus supplement, the financial
guaranty insurance policy will also guarantee against any payment made to a
Certificateholder that is subsequently recovered as a preferential transfer
under the Bankruptcy Code.

LETTER OF CREDIT

          If specified in the prospectus supplement for a series of
Certificates, credit enhancement may be provided by a letter of credit issued by
a bank or other financial institution specified in the applicable prospectus
supplement. Under the letter of credit, the provider will be obligated to pay up
to an aggregate fixed dollar amount, net of previous drawings on the letter,
equal to the percentage specified in the prospectus supplement of the unpaid
principal balance of the Mortgage Loans or of one or more classes of
Certificates. If specified in the prospectus supplement, the letter of credit
may permit drawings in the event of losses not covered by insurance policies or
other credit support, such as losses arising from damage not covered by standard
hazard insurance policies, losses resulting from the bankruptcy of a borrower
and the application of certain provisions of the Bankruptcy Code, or losses
resulting from the denial of insurance coverage due to misrepresentations in
connection with the origination of a Mortgage Loan. The amount available under
the letter of credit will, in all cases, be reduced to the extent of the
unreimbursed payments previously paid. The obligations of the provider under the
letter of credit for each series of Certificates will expire at the earlier of
the date specified in the prospectus supplement or the termination of the Trust.

MORTGAGE POOL INSURANCE POLICY

          If specified in the prospectus supplement relating to a series of
Certificates, credit enhancement may be provided by a mortgage pool insurance
policy for the Mortgage Loans in the related Trust Estate. Each mortgage pool
insurance policy, in accordance with the limitations described in this
prospectus and in the prospectus supplement, if any, will cover any loss by
reason of default on a Mortgage Loan in an amount equal to a percentage
specified in the applicable prospectus supplement of the unpaid principal
balance of the Mortgage Loans. As described under "The Pooling and Servicing
Agreement--Primary Mortgage Insurance," the Master Servicer generally will be
required to use its best efforts to maintain the mortgage pool insurance policy
and to present claims to the pool insurer. The mortgage pool insurance policies,
however, are not blanket policies against loss, since claims may only be made
respecting particular defaulted mortgage loans and only upon satisfaction of
specified conditions precedent described below. The mortgage pool insurance
policies will generally not cover losses due to a failure to pay or denial of a
claim under a primary mortgage insurance policy, regardless of the reason for
nonpayment.

          As more specifically provided in the related prospectus supplement,
each mortgage pool insurance policy will provide for conditions under which
claims may be presented and covered under the policy. Upon satisfaction of these
conditions, the pool insurer will have the option either (a) to purchase the
property securing the defaulted Mortgage Loan at a price equal to its unpaid
principal balance plus accrued and unpaid interest at the applicable mortgage
interest rate to the date of purchase plus certain Advances, or (b) to pay the
amount by which the sum of the unpaid principal balance of the defaulted
Mortgage Loan plus accrued and unpaid interest at the mortgage interest rate to
the date of payment of the claim plus certain Advances exceeds the proceeds
received from an approved sale of the Mortgaged Property, in either case net of
certain amounts paid or assumed to have been paid under any related primary
mortgage insurance policy.


                                       44



          Certificateholders may experience a shortfall in the amount of
interest payable on the related Certificates in connection with the payment of
claims under a mortgage pool insurance policy because the pool insurer is only
required to remit unpaid interest through the date a claim is paid rather than
through the end of the month in which the claim is paid. In addition,
Certificateholders may also experience losses with respect to the related
Certificates in connection with payments made under a mortgage pool insurance
policy to the extent that the related Servicer expends funds to cover unpaid
real estate taxes or to repair the related Mortgaged Property in order to make a
claim under a mortgage pool insurance policy, as those amounts will not be
covered by payments under the policy and will be reimbursable to the related
Servicer from funds otherwise payable to the Certificateholders. If any
Mortgaged Property securing a defaulted Mortgage Loan is damaged and proceeds,
if any, from the related hazard insurance policy or applicable special hazard
insurance policy are insufficient to restore the damaged property to a condition
sufficient to permit recovery under the mortgage pool insurance policy, a
Servicer will generally not be required to expend its own funds to restore the
damaged property unless it determines that (a) restoration will increase the
proceeds to one or more classes of Certificates on liquidation of the Mortgage
Loan after reimbursement of the related Servicer for its expenses and (b) the
expenses will be recoverable by it through Liquidation Proceeds or insurance
proceeds.

          A mortgage pool insurance policy and some primary mortgage insurance
policies will generally not insure against loss sustained by reason of a default
arising from, among other things, fraud or negligence in the origination or
servicing of a Mortgage Loan, including misrepresentation by the mortgagor, the
seller, or other persons involved in the origination or the Mortgage Loan,
failure to construct a Mortgaged Property in accordance with plans and
specifications, or bankruptcy, unless, as specified in the related prospectus
supplement, an endorsement to the mortgage pool insurance policy provides for
insurance against that type of loss.

          The original amount of coverage under each mortgage pool insurance
policy will be reduced over the life of the related series of Certificates by
the aggregate 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 includes some expenses incurred by the related Servicer or
Master Servicer as well as accrued interest on delinquent Mortgage Loans to the
date of payment of the claim. Accordingly, if aggregate net claims paid under
any mortgage pool insurance policy reach the original policy limit, coverage
under that mortgage pool insurance policy will be exhausted and any further
losses will be borne by the related Certificates, to the extent not covered by
other credit enhancement.

SPECIAL HAZARD INSURANCE POLICY

          Any insurance policy covering special hazard losses obtained for a
Trust will be issued by the insurer named in the related prospectus supplement.
Each special hazard insurance policy will be subject to limitations described in
this paragraph and in the related prospectus supplement, if any, and will
protect the related Certificateholders from special hazard losses. Aggregate
claims under a special hazard insurance policy will be limited to the amount set
forth in the related pooling and servicing agreement and will be subject to
reduction as described in the related pooling and servicing agreement. A special
hazard insurance policy will provide that no claim may be paid unless hazard
insurance and, if applicable, flood insurance on the Mortgaged Property securing
the Mortgage Loan has been kept in force and other protection and preservation
expenses have been paid by the related Servicer or Master Servicer, as the case
may be.

          In accordance with the foregoing limitations, a special hazard
insurance policy will provide that, where there has been damage to the Mortgaged
Property securing a foreclosed Mortgage Loan, title to which has been acquired
by the insured, and to the extent the damage is not covered by the hazard
insurance policy or flood insurance policy, if any, maintained by the mortgagor
or the related Servicer or Master Servicer, as the case may be, the insurer will
pay the lesser of (i) the cost of repair or replacement of the related Mortgaged
Property or (ii) upon transfer of the property to the insurer, the unpaid
principal balance of the Mortgage Loan at the time of acquisition of the related
property by foreclosure or deed in lieu of foreclosure, plus accrued interest at
the mortgage interest rate to the date of claim settlement and certain expenses
incurred by the related Servicer or the Master Servicer, as the case may be,
with respect to the related Mortgaged Property.

          If the Mortgaged Property is transferred to a third party in a sale
approved by the special hazard insurer, the amount that the special hazard
insurer will pay will be the amount under (ii) above, reduced by the net
proceeds of


                                       45



the sale of the Mortgaged Property. If the unpaid principal balance plus accrued
interest and certain Advances is paid by the special hazard insurer, the amount
of further coverage under the related special hazard insurance policy will be
reduced by that amount, less any net proceeds from the sale of the Mortgaged
Property. Any amount paid as the cost of repair of the property will further
reduce coverage by that amount. Restoration of the property with the proceeds
described under (i) above will satisfy the condition under any mortgage pool
insurance policy that the property be restored before a claim under the policy
may be validly presented with respect to the defaulted Mortgage Loan secured by
the related Mortgaged Property. The payment described under (ii) above will
render presentation of a claim relating to a Mortgage Loan under the related
mortgage pool insurance policy unnecessary. Therefore, so long as a mortgage
pool insurance policy remains in effect, the payment by the insurer under a
special hazard mortgage insurance policy of the cost of repair or of the unpaid
principal balance of the related Mortgage Loan plus accrued interest and certain
Advances will not affect the total insurance proceeds paid to
Certificateholders, but will affect the relative amounts of coverage remaining
under the related special hazard insurance policy and mortgage pool insurance
policy.

MORTGAGOR BANKRUPTCY BOND

          If specified in the related prospectus supplement, a bankruptcy bond
to cover losses resulting from proceedings under the federal Bankruptcy Code
with respect to a Mortgage Loan will be issued by an insurer named in the
prospectus supplement. Each bankruptcy bond will cover, to the extent specified
in the related prospectus supplement, certain losses resulting from a reduction
by the court of scheduled payments of principal and interest on a Mortgage Loan
or a reduction by the court of the unpaid principal balance of a Mortgage Loan
and will cover certain unpaid interest on the amount of the principal reduction
from the date of the filing of a bankruptcy petition. The required amount of
coverage under each bankruptcy bond will be set forth in the prospectus
supplement.

RESERVE FUND

          If specified in the applicable prospectus supplement, credit
enhancement with respect to a series of Certificates may be provided by the
establishment of one or more reserve funds for the series. Any reserve fund for
a series may be funded (i) by a deposit of cash, U.S. Treasury securities or
instruments evidencing entitlements to principal or interest payments, letters
of credit, demand notes, certificates of deposit or a combination of these in
the aggregate amount specified in the applicable prospectus supplement or (ii)
by the deposit from time to time of certain amounts received on or in respect of
the related Mortgage Loans, as specified in the applicable prospectus
supplement.

          If specified in the prospectus supplement, reserve funds may be
established to provide limited protection, in an amount satisfactory to each
Rating Agency, against certain interest shortfalls arising from the timing of
principal prepayments, certain types of losses not covered by insurance policies
or other credit support, such as losses arising from damage not covered by
standard hazard insurance policies, losses resulting from the bankruptcy of a
borrower and the application of certain provisions of the Bankruptcy Code, or
losses resulting from denial of insurance coverage due to fraud or
misrepresentation in connection with the origination of a Mortgage Loan.
Following each Distribution Date, amounts in a reserve fund in excess of any
required reserve fund amount may be released from the reserve fund under the
conditions and to the extent specified in the prospectus supplement and will not
be available for further application to the related Certificates.

          If specified in the prospectus supplement, any reinvestment income or
other gain from investments in eligible investments will be credited to the
related reserve fund for the series, and any loss resulting from the investments
will be charged to the reserve fund. The reserve fund for a series will not be a
part of the Trust Estate.

          Additional information concerning any reserve fund will be set forth
in the prospectus supplement, including the initial balance of the reserve fund,
the required reserve fund balance to be maintained, the purposes for which funds
in the reserve fund may be applied to make distributions to Certificateholders
and use of investment earnings from the reserve fund, if any.


                                       46



CROSS-COLLATERALIZATION

          If specified in the applicable prospectus supplement, the beneficial
ownership of separate groups of Mortgage Loans included in a Trust Estate may be
evidenced by separate classes of Certificates. In this case, credit support may
be provided by a cross-collateralization feature which requires that
distributions be made to certain classes from Mortgage Loan payments that would
otherwise be distributed to Subordinate Certificates evidencing a beneficial
ownership interest in other loan groups within the same Trust Estate. As a
result, the amount of credit enhancement available to a class of Certificates
against future losses on the Mortgage Loans in which that class represents an
interest may be reduced as the result of losses on a group of Mortgage Loans in
which that class has no interest. The applicable prospectus supplement for a
series that includes a cross-collateralization feature will describe its
specific operation.

OVERCOLLATERALIZATION

          If specified in the applicable prospectus supplement, subordination
provisions of a series may be used to accelerate to a limited extent the
amortization of one or more classes of Certificates relative to the amortization
of the related Mortgage Loans. The accelerated amortization is achieved by the
application of certain excess interest to the payment of principal of one or
more classes of Certificates. This acceleration feature creates, with respect to
the Mortgage Loans or a group of Mortgage Loans, overcollateralization which
results from the excess of the aggregate principal balance of the related
Mortgage Loans, or group of Mortgage Loans, over the class balance of the
related class or classes of Certificates. This acceleration may continue for the
life of the related Certificates, or may have a shorter duration. In the case of
limited acceleration, once the required level of overcollateralization is
reached, and subject to certain provisions specified in the related prospectus
supplement, this limited acceleration feature may cease, unless necessary to
maintain the required level of overcollateralization.

EXCESS INTEREST

          If specified in the applicable prospectus supplement, the Mortgage
Loans in a Trust may generate more interest than is necessary to pay the
interest earned on the classes of Certificates each month. The excess interest
may be used to maintain overcollateralization, to pay interest that was
previously earned but not paid to certain classes of Certificates and to
reimburse certain classes of Certificates for losses and certain shortfalls that
they experienced previously.

CASH FLOW AGREEMENTS

          If specified in the prospectus supplement, the Trust Estate may
include cash flow agreements consisting of one or more guaranteed investment
contracts, swap agreements or interest rate cap or floor agreements (also called
yield maintenance agreements), each of which agreements is intended to reduce
the effects of interest rate fluctuations on the assets or on one or more
classes of Certificates (each, a "CASH FLOW AGREEMENT"). The applicable
prospectus supplement will describe the name, organizational form and general
character of the business of the counterparty under any Cash Flow Agreement. In
addition, the prospectus supplement for the related series of Certificates will
disclose the significance percentage, calculated in accordance with Item 1115 of
Regulation AB (17 C.F.R. Section 229.1115). To the extent this percentage is (a)
10% or more but less than 20%, the related prospectus supplement will provide
financial data required by Item 301 of Regulation S-K (17 C.F.R. Section
229.301) or (b) greater than 20%, the related prospectus supplement will provide
financial statements required by Item 1115(b)(2) of Regulation AB (17 C.F.R.
Section 229.1115) and, in either case, the related prospectus supplement will
contain a description of the operation and material terms of the Cash Flow
Agreement, including, without limitation, conditions to payment or limits on the
timing or amount of payments and material provisions relating to the termination
of the Cash Flow Agreement or the substitution of another Cash Flow Agreement
for the Cash Flow Agreement. Copies of the Cash Flow Agreement, if any, relating
to a series of Certificates will be filed with the Commission as an exhibit to a
Current Report on Form 8-K.

          Guaranteed Investment Contracts. If specified in the related
prospectus supplement, the Trustee on behalf of the Trust may enter into one or
more guaranteed investment contracts. Guaranteed investment contracts are
generally used to maximize the investment income on funds held between
Distribution Dates pending distribution to Certificateholders. Under a
guaranteed investment contract, the issuer of the contract, which is typically a
highly


                                       47



rated financial institution, guarantees a fixed or floating rate of interest
over the life of the contract, as well as the ultimate return of principal. Any
payments received from the issuer of the contract by the Trust will be
distributed to the related class or classes of Certificates as specified in the
applicable prospectus supplement.

          Yield Maintenance Agreements. If specified in the related prospectus
supplement, the Trustee on behalf of the Trust will enter into one or more yield
maintenance agreements in order to support the yield on one or more classes of
Certificates. The counterparty to a yield maintenance agreement will receive an
upfront payment and the Trust will have no ongoing payment obligations.
Generally, if the index specified in the applicable prospectus supplement, which
index will be one-month, three-month, six-month or one-year LIBOR, CMT, COFI,
MTA or the Prime Rate, exceeds a percentage for a particular date specified in
the applicable prospectus supplement, the counterparty to the yield maintenance
agreement will be required to pay to the Trustee an amount equal to that excess,
multiplied by a notional amount or the class certificate balance or balances of
one or more classes of Certificates, multiplied by one-twelfth. This amount may
be adjusted to reflect the actual number of days in the interest accrual period
for the related class or classes of Certificates and will be paid to the class
or classes of Certificates as specified in the related prospectus supplement.

          Swap Agreements. If specified in the related prospectus supplement,
the Trustee on behalf of the Trust will enter into a swap agreement to support
the yield on one or more classes of Certificates. Under the swap agreement, the
Trust will be obligated to pay an amount equal to a certain percentage of a
notional amount set forth in the related prospectus supplement to the
counterparty, and the Trust will be entitled to receive an amount equal to
one-month, three-month, six-month or one-year LIBOR, CMT, COFI, MTA or the Prime
Rate on the notional amount from the counterparty, until the swap agreement is
terminated. Only the net amount of the two obligations will be paid by the
appropriate party. In the event that the Trust is required to make a payment to
the counterparty, that payment will be paid on the related Distribution Date
prior to distributions to Certificateholders. Generally, any payments received
from the counterparty by the Trust will be distributed to cover certain
shortfalls as set forth in the applicable prospectus supplement.

          If specified in the related prospectus supplement, the Trustee on
behalf of the Trust will enter into one or more swap agreements to cover any
shortfalls on one or more classes of Certificates in the event those
Certificates are auctioned to third-party investors on a date specified in the
related prospectus supplement and the proceeds from the auction are less than
the outstanding class certificate balance of the applicable class or classes of
Certificates plus any accrued and unpaid interest. In the event the proceeds
from the auction are greater than the outstanding class certificate balance of
the applicable class or classes of Certificates plus any accrued and unpaid
interest, this excess will be paid to the counterparty or counterparties under
the swap agreement(s). See "Risk Factors--Amounts Received from the Auction and
the Swap Agreement May Be Insufficient to Assure Completion of the Auction" and
"--Mandatory Auction of Certificates" in this prospectus.

FRAUD WAIVER

          If so specified in the related prospectus supplement, a letter may be
obtained from the issuer of a pool insurance policy waiving the right of the
insurer to deny a claim or rescind coverage under the related pool insurance
policy by reason of fraud, dishonesty or misrepresentation in connection with
the origination of, or application for insurance for, the related Mortgage Loan
or the denial or adjustment of coverage under any related primary mortgage
insurance policy because of that fraud, dishonesty or misrepresentation. In
these circumstances, the issuer of the pool insurance policy will be indemnified
by the Sponsor for the amount of any loss paid by the issuer of the pool
insurance policy under the terms of the waiver letter. The maximum aggregate
amount of these fraud losses covered under the waiver letter and the period of
time during which the coverage will be provided will be specified in the related
prospectus supplement.

FHA INSURANCE OR VA GUARANTEE

          The Housing Act authorizes various FHA mortgage insurance programs. If
so specified in the related prospectus supplement, some of the Mortgage Loans
may be insured under either Section 203(b), Section 234 or Section 235 of the
Housing Act. Under Section 203(b), the FHA insures mortgage loans of up to 30
years' duration for the purchase of one- to four-family dwelling units. Mortgage
loans for the purchase of condominium units are insured by the FHA under Section
234. Loans insured under these programs must bear interest at a rate not


                                       48



exceeding the maximum rate in effect at the time the loan is made, as
established by HUD, and may not exceed specified percentages of the lesser of
the appraised value of the property and the sales price, less seller-paid
closing costs for the property, up to certain specified maximums. In addition,
the FHA imposes initial investment minimums and other requirements on mortgage
loans insured under the Section 203(b) and Section 234 programs.

          Under Section 235, assistance payments are paid by HUD to the
mortgagee on behalf of eligible mortgagors for as long as the mortgagors
continue to be eligible for the payments. To be eligible, a mortgagor must be
part of a family, have income within the limits prescribed by HUD at the time of
initial occupancy, occupy the property and meet requirements for recertification
at least annually.

          The regulations governing these programs provide that insurance
benefits are payable either upon foreclosure, or other acquisition of
possession, and conveyance of the mortgaged premises to HUD or upon assignment
of the defaulted mortgage loan to HUD. The FHA insurance that may be provided
under these programs upon the conveyance of the home to HUD is equal to 100% of
the outstanding principal balance of the mortgage loan, plus accrued interest,
as described below, and certain additional costs and expenses. When entitlement
to insurance benefits results from assignment of the mortgage loan to HUD, the
insurance payment is computed as of the date of the assignment and includes the
unpaid principal amount of the mortgage loan plus mortgage interest accrued and
unpaid to the assignment date.

          When entitlement to insurance benefits results from foreclosure (or
other acquisition of possession) and conveyance, the insurance payment is equal
to the unpaid principal amount of the mortgage loan, adjusted to reimburse the
mortgagee for certain tax, insurance and similar payments made by it and to
deduct certain amounts received or retained by the mortgagee after default, plus
reimbursement not to exceed two-thirds of the mortgagee's foreclosure costs. Any
FHA insurance relating to contracts underlying a series of Certificates will be
described in the accompanying prospectus supplement.

          The Servicemen's Readjustment Act of 1944, as amended, permits a
veteran, or, in certain instances, his or her spouse, to obtain a mortgage loan
guaranty by the VA, covering mortgage financing of the purchase of a one- to
four-family dwelling unit to be occupied as the veteran's home, at an interest
rate not exceeding the maximum rate in effect at the time the loan is made, as
established by HUD. The program has no limit on the amount of a mortgage loan,
requires no down payment from the purchaser and permits the guaranty of mortgage
loans with terms, limited by the estimated economic life of the property, up to
30 years. The maximum guaranty that may be issued by the VA under this program
is 50% of the original principal amount of the mortgage loan up to a certain
dollar limit established by the VA. The liability on the guaranty is reduced or
increased pro rata with any reduction or increase in the amount of indebtedness,
but in no event will the amount payable on the guaranty exceed the amount of the
original guaranty. Notwithstanding the dollar and percentage limitations of the
guaranty, a mortgagee will ordinarily suffer a monetary loss only when the
difference between the unsatisfied indebtedness and the proceeds of a
foreclosure sale of mortgaged premises is greater than the original guaranty as
adjusted. The VA may, at its option, and without regard to the guaranty, make
full payment to a mortgagee of the unsatisfied indebtedness on a mortgage upon
its assignment to the VA.

          Since there is no limit imposed by the VA on the principal amount of a
VA-guaranteed mortgage loan but there is a limit on the amount of the VA
guaranty, additional coverage under a primary mortgage insurance policy may be
required by the Depositor for VA loans in excess of certain amounts. The amount
of any additional coverage will be described in the accompanying prospectus
supplement. Any VA guaranty relating to contracts underlying a series of
Certificates will be described in the accompanying prospectus supplement.

                       PREPAYMENT AND YIELD CONSIDERATIONS

          The yields to maturity and weighted average lives of Certificates will
be affected primarily by the amount and timing of principal payments received on
or in respect of the Mortgage Loans included in the related Trust Estate. The
original terms to maturity of the Mortgage Loans in a given mortgage pool will
vary depending upon the type of Mortgage Loans in the pool. Each prospectus
supplement will contain information with respect to the type and maturities of
the Mortgage Loans in the related mortgage pool. Mortgage Loans may be prepaid
without penalty


                                       49



in full or in part at any time except as specified in the prospectus supplement.
The prepayment experience on the Mortgage Loans in a mortgage pool will affect
the life of the related series of certificates.

FACTORS AFFECTING PREPAYMENT

          A number of factors, including, but not limited to, 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 prepayment experience of mortgage loans.

          The Mortgage Loans may be partially or fully repaid at any time.
Fixed-rate Mortgage Loans generally will contain "due-on-sale" clauses that
permit the mortgagee to accelerate the maturity of a Mortgage Loan upon the
conveyance of the related mortgaged property. Adjustable-rate Mortgage Loans
generally will permit creditworthy borrowers to assume a Mortgage Loan upon a
transfer of the related mortgaged property.

          The rate of prepayments with respect to mortgage loans has fluctuated
significantly in recent years. In general, if prevailing rates fall
significantly below the mortgage rates borne by the Mortgage Loans, the Mortgage
Loans are likely to be subject to higher prepayment rates than if prevailing
interest rates remain at or above those mortgage rates. Conversely, if
prevailing interest rates rise appreciably above the mortgage rates borne by the
Mortgage Loans, the Mortgage Loans are likely to experience a lower prepayment
rate than if prevailing rates remain at or below those mortgage rates. However,
there can be no assurance that this will be the case.

EFFECT OF PRINCIPAL PREPAYMENTS

          When a Mortgage Loan is prepaid in full, the mortgagor pays interest
on the amount prepaid only to the date of prepayment. Liquidation proceeds and
amounts received in settlement of insurance claims are also likely to include
interest only to the time of payment or settlement. When a Mortgage Loan is
prepaid in full or in part, an interest shortfall may result depending on the
timing of the receipt of the prepayment and the timing of when those prepayments
are passed through to Certificateholders. To partially mitigate this reduction
in yield, the pooling and servicing agreement relating to a series may provide
that with respect to certain principal prepayments received, the Master Servicer
will be obligated to pay an amount equal to the lesser of (i) the aggregate
interest shortfall for that Distribution Date resulting from principal
prepayments and (ii) all or a portion of the Master Servicer's servicing
compensation for that Distribution Date, as specified in the applicable
prospectus supplement. Any interest shortfall arising from liquidations will be
covered by means of the subordination of the rights of subordinate
certificateholders or any other credit support arrangements.

          A lower rate of principal prepayments than anticipated would
negatively affect the total return to investors in any Certificates of a series
that are offered at a discount to their principal amount and a higher rate of
principal prepayments than anticipated would negatively affect the total return
to investors in the Certificates of a series that are offered at a premium to
their principal amount. The yield on Certificates that are entitled solely or
disproportionately to distributions of principal or interest may be particularly
sensitive to prepayment rates, and further information relating to yield on
those Certificates will be included in the applicable prospectus supplement.

WEIGHTED AVERAGE LIFE OF CERTIFICATES

          Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. The prepayment model, if any, used with respect to
a particular series will be identified and described in the related prospectus
supplement. The prospectus supplement for a series of Certificates may contain
tables setting forth percentages of the initial certificate balance of each
class expected to be outstanding after each of the dates shown in each table.
Any table will be based upon a number of assumptions stated in the prospectus
supplement, including assumptions that prepayments on the mortgage loans
underlying the related Mortgage Certificates or on the Mortgage Loans are made
at rates corresponding to various percentages of the specified prepayment model.
It is unlikely, however, that the prepayment of the mortgage loans underlying
the Mortgage Certificates, or of the Mortgage Loans, underlying any series will
conform to any of the percentages of the prepayment model described in a table.


                                       50



          The rate of principal prepayments on pools of mortgage loans
underlying the Mortgage Certificates and on the Mortgage Loans is influenced by
a variety of economic, geographic, social and other factors. In general,
however, if prevailing interest rates fall significantly below the interest
rates on those mortgage loans or on the Mortgage Loans included in a Trust
Estate, those mortgage loans or Mortgage Loans are likely to be the subject of
higher principal prepayments than if prevailing rates remain at or above the
rates borne by those mortgage loans or Mortgage Loans. Conversely, if prevailing
interest rates rise appreciably above the interest rates on those mortgage loans
or on the rates borne by the Mortgage Loans included in a Trust Estate, those
mortgage loans or Mortgage Loans are likely to experience a lower prepayment
rate than if prevailing rates remain at or below the rates borne by those
mortgage loans or Mortgage Rates. Other factors affecting prepayment of mortgage
loans and Mortgage Loans include changes in mortgagors' housing needs, job
transfers, unemployment, mortgagors' net equity in the properties securing the
mortgage loans and Mortgage Loans and servicing decisions. However, because many
different factors affect prepayment behavior, as described above, prepayments
may not rise or fall in direct relation to changes in mortgage interest rates.
It should be noted that Certificates of a series may evidence an interest in a
Trust Estate with Mortgage Loans with different mortgage interest rates.

          Prepayments may also result from the enforcement of any "due-on-sale"
provisions contained in a mortgage note permitting the holder of the mortgage
note to demand immediate repayment of the outstanding balance of the Mortgage
Loan upon conveyance by the Mortgagor of the underlying Mortgaged Property. The
Master Servicer will agree that it or the applicable subservicer will enforce
any "due-on-sale" clause to the extent it has knowledge of the conveyance or
proposed conveyance of the underlying Mortgaged Property and reasonably believes
that it is entitled to do so under applicable law; provided, however, that the
Master Servicer or the subservicer will not take any action in relation to the
enforcement of any "due-on-sale" provision which would impair or threaten to
impair any recovery under any related Primary Mortgage Insurance Policy. Under
current law, that exercise is permitted for substantially all the mortgage loans
which contain those clauses. Acceleration is not permitted, however, for certain
types of transfers, including transfers upon the death of a joint tenant or
tenant by the entirety and the granting of a leasehold interest of three years
or less not containing an option to purchase. See the related prospectus
supplement for a description of certain provisions of each pooling and servicing
agreement and certain legal developments that may affect the prepayment
experience on the Mortgage Loans.

          The Sponsor, Originator or Depositor, as specified in the related
prospectus supplement, will be obligated, under the circumstances specified in
"The Pooling and Servicing Agreement--Assignment of Mortgage Loans to the
Trustee," to repurchase Mortgage Loans that have breached representations or
warranties, or with respect to which all proper documentation has not been
delivered to the Trustee. In addition, if so specified in the applicable
prospectus supplement, the Depositor or another person identified therein will
have the option to purchase all, but not less than all, of the Mortgage Assets
in any Trust Estate under the limited conditions specified in the prospectus
supplement. For any series of Certificates for which an election has been made
to treat the Trust Estate (or one or more segregated pools of assets in the
Trust Estate) as a REMIC, any purchase or repurchase may be effected only
pursuant to a "qualified liquidation," as defined in Code Section 860F(a)(4)(A).
See "The Pooling and Servicing Agreement--Termination; Repurchase of Mortgage
Loans and Mortgage Certificates." Any purchase or repurchase of Mortgage Assets
will shorten the weighted average life of one or more classes of Certificates of
the related series.

SCHEDULED DELAYS IN DISTRIBUTIONS

          Upon the issuance of Certificates of a series offered by this
prospectus and the applicable prospectus supplement, the initial purchasers may
be required to pay for accrued interest at the applicable pass-through rate from
the Cut-off Date for that series to the date of issuance. The effective yield to
certificateholders will be below the yield otherwise produced by the applicable
pass-through rate because the distribution of principal and interest that is due
on each due date will not be made until the Distribution Date in the month in
which that due date occurs.

                                   THE SPONSOR

          Bank of America, National Association ("BANK OF AMERICA") will serve
as sponsor (the "SPONSOR") of each series of Certificates. Bank of America is an
indirect wholly-owned subsidiary of Bank of America Corporation. Bank of America
is engaged in a general consumer banking, commercial banking, and trust
business, offering a wide range of commercial, corporate, international,
financial, market, retail, and fiduciary banking


                                       51



services. Bank of America is a national banking association chartered by the
Office of the Comptroller of the Currency (the "OCC") and is subject to the
regulation, supervision, and examination of the OCC.

          Bank of America and its affiliates have been active in the
securitization market since inception, and Bank of America has sponsored
publicly offered securitization transactions since 1977. Bank of America and its
affiliates have been involved with the origination of auto loans, student loans,
home equity loans, credit card receivables, manufactured housing contracts,
residential mortgage loans and commercial mortgage loans, as well as less
traditional asset classes. Bank of America and its affiliates have also
participated in a variety of collateralized loan obligation transactions,
synthetic securitizations, and asset-backed commercial paper programs. Bank of
America and its affiliates have served as sponsors, issuers, dealers, and
servicers in a wide array of securitization transactions.

          The Depositor's securitization program principally is used by Bank of
America to finance fully amortizing prime mortgage loans secured by first liens
on one- to four-family residential properties acquired from third parties. The
Depositor's securitization program may also include mortgage loans originated
through correspondent arrangements. Bank of America currently does not rely on
securitization as a material funding source.

          The table below sets forth the number and aggregate principal balance
of mortgage loans which have been included in Trusts formed by the Depositor,
which were originated or acquired by Bank of America during the periods
indicated:



                          2002            2003             2004              2005
                      ------------   --------------   --------------   ---------------

Number                       1,494            4,110           13,276            29,360
Aggregate Principal
Balance               $299,960,769   $1,855,340,346   $4,446,655,671   $11,007,632,007


          Bank of America serves as the Sponsor, and may serve as a Servicer, in
the Depositor's securitization program, in addition to owning all of the
Depositor's equity. Banc of America Securities LLC serves as an underwriter for
the Depositor's securitization program, is an affiliate of Bank of America, and
assists Bank of America and the Depositor in connection with the selection of
mortgage loans, including the Mortgage Loans, for various transactions. See
"Plan of Distribution."

          Bank of America's headquarters and its executive offices are located
at 101 South Tryon Street, Charlotte, North Carolina 28255, and the telephone
number is (704) 386-5478. Bank of America has been approved as a mortgagee and
seller/servicer by the Department of Housing and Urban Development, the Veterans
Administration, Ginnie Mae, Fannie Mae and Freddie Mac.

          See "The Mortgage Purchase Program" for information regarding Bank of
America's procedures for acquiring mortgage loans similar to the Mortgage Loans.

                                  THE DEPOSITOR

          Banc of America Funding Corporation (formerly known as NationsBanc
Montgomery Funding Corp.), a Delaware corporation (the "DEPOSITOR"), was
organized on November 28, 1994, for the limited purpose of acquiring, owning and
transferring Mortgage Assets and selling interests in Mortgage Assets or bonds
secured by Mortgage Assets. The Depositor is an indirect subsidiary of Bank of
America Corporation. It is not expected that the Depositor will have any
business operations other than offering mortgage pass-through certificates and
related activities.

          The Depositor will have limited obligations and rights under each
pooling and servicing agreement after the closing date for any series,
including, but not limited to, repurchasing Mortgage Loans due to breaches of
representations and warranties.


                                       52



          The Depositor maintains its principal office at 214 North Tryon
Street, Charlotte, North Carolina 28255. Its telephone number is (704) 386-2400.

          The Depositor and any director, officer, employee or agent of the
Depositor shall be indemnified by the Trust Estate and held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to the pooling and servicing agreement or the Certificates, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties under the pooling and
servicing agreement or by reason of reckless disregard of its obligations and
duties under the pooling and servicing agreement.

          Neither the Depositor nor any of the Depositor's affiliates will
ensure or guarantee distributions on the Certificates of any series.

                                 USE OF PROCEEDS

          The Depositor will use substantially all of the net proceeds received
from the sale of each series of Certificates either:

          o    to purchase the Mortgage Assets related to that series; or

          o    to return to itself the amounts previously used to effect a
               purchase of Mortgage Assets, the costs of carrying the Mortgage
               Assets until sale of the Certificates and other expenses
               connected with pooling the Mortgage Assets and issuing the
               Certificates.

The Depositor will use any remaining proceeds for its general corporate
purposes.

                            MORTGAGE PURCHASE PROGRAM

          Set forth below is a description of aspects of the Depositor's
purchase program for Mortgage Loans eligible for inclusion in a Trust Estate.
The related prospectus supplement will contain information regarding the
origination of the Mortgage Loans.

          The Depositor will purchase Mortgage Loans either directly or
indirectly from approved originators, which may be the Sponsor, other affiliates
of the Depositor, the Master Servicer or a Servicer. The Depositor has approved
(or will approve) individual institutions as eligible Originators by applying
certain criteria, including the Originator's depth of mortgage origination
experience, servicing experience and financial stability. From time to time,
however, the Depositor may purchase Mortgage Loans from Originators that, while
not meeting the generally applicable criteria, have been reviewed by the
Depositor and found to be acceptable as Originators of Mortgage Loans.

          If any originator or group of affiliated originators originated 10% or
more of the Mortgage Loans in a Trust Estate, the applicable prospectus
supplement will disclose the identity of the originator, and, if such originator
or group of affiliated originators originated 20% or more of the Mortgage Loans,
the applicable prospectus supplement will provide information about the
originator's form of organization and, to the extent material, a description of
the originator's origination program and how long it has been engaged in
originating mortgage loans of the same type.

          Each Mortgage Loan purchased by the Depositor must meet certain
credit, appraisal and underwriting standards, as described in the related
prospectus supplement.

          Underwriting standards are intended to evaluate the Mortgagor's credit
standing and repayment ability and the value and adequacy of the mortgaged
property as collateral. Underwriting standards are applied in a standard
procedure which complies with applicable federal and state laws and regulations.

          In determining the adequacy of the property as collateral, an
appraisal is generally made of each property considered for financing. The
appraiser is required to inspect the property and verify that it is in good
condition and


                                       53



that construction, if new, has been completed. The appraisal is based on the
appraiser's judgment of values, giving appropriate weight to both the market
value of comparable properties and the cost of replacing the property.

          Certain states where the mortgaged properties may be located are
"anti-deficiency" states. This means, in general, that lenders providing credit
on one- to four-family properties in those states must look solely to the
property for repayment upon foreclosure. Underwriting standards in all states
(including anti-deficiency states) require that the underwriting officers be
satisfied that the value of the property being financed, as indicated by the
appraisal, currently supports and is anticipated to support in the future the
outstanding loan balance, and provides sufficient value to mitigate the effects
of adverse shifts in real estate values.

          The related prospectus supplement will provide a description of the
underwriting standards applied in originating the Mortgage Loans.

                         SERVICING OF THE MORTGAGE LOANS

          The servicing of the Mortgage Loans in the Trust underlying a series
of Certificates will be performed by one or more Servicers, which may include
the Sponsor or its affiliates. A master servicer, which may be the Sponsor or an
affiliate (the "Master Servicer"), may be engaged to supervise some or all of
the Servicers. The applicable prospectus supplement will identify (i) any Master
Servicer, (ii) each Servicer affiliated with the Sponsor, (iii) each Servicer
that services 10% or more of the Mortgage Loans and (iv) any other material
servicer that is responsible for performing an aspect of the servicing on which
the performance of the related Mortgage Loans or Certificates are materially
dependent.

          The following is a summary of the material servicing provisions of the
pooling and servicing agreements. A form of pooling and servicing agreement has
been filed as an exhibit to the registration statement of which this prospectus
forms a part. The pooling and servicing agreement for each series will be filed
with the Commission following the date of initial issuance of the related
Certificates.

THE MASTER SERVICER

          The Master Servicer generally will be responsible under each
applicable pooling and servicing agreement for, among other things, (i)
administering and supervising the performance by the Servicers of their duties
and responsibilities under the Underlying Servicing Agreements, (ii) oversight
of payments received on Mortgage Loans, (iii) preparation of periodic reports to
the Trustee regarding the foregoing matters, (iv) performing certain of the
servicing obligations of a terminated Servicer as described below under "--The
Servicers" and (v) making Periodic Advances of delinquent payments of principal
and interest on the Mortgage Loans to the limited extent described below under
the heading "The Pooling and Servicing Agreement--Periodic Advances and
Servicing Advances," if those amounts are not advanced by a Servicer. The Master
Servicer will also perform additional duties as described in the applicable
prospectus supplement. The Master Servicer will be entitled to receive a portion
of the interest payments on the Mortgage Loans included in the Trust Estate for
a series to cover its fees as Master Servicer or will be paid in another manner
specified in the applicable prospectus supplement. The Master Servicer may
subcontract with any other entity the obligations of the Master Servicer under
any pooling and servicing agreement. The Master Servicer will remain primarily
liable for the contractor's performance in accordance with the applicable
prospectus supplement. The Master Servicer may be released from its obligations
in certain circumstances. See "--The Servicers."

THE SERVICERS

          With respect to any series, one or more Servicers (each, a "Servicer")
specified in the applicable prospectus supplement, which may include the
Sponsor, will provide certain customary servicing functions for the Mortgage
Loans pursuant to the related pooling and servicing agreement or separate
underlying servicing agreements (each, an "Underlying Servicing Agreement") with
the Depositor or an affiliate of the Depositor. These Servicers may be the
originators of the Mortgage Loans or affiliates of the applicable originators or
third parties identified in the applicable prospectus supplement. The rights of
the Depositor or affiliate of the Depositor under the applicable Underlying
Servicing Agreements relating to the Mortgage Loans included in the Trust Estate
for a series will be


                                       54



assigned (directly or indirectly) to the Trustee for the benefit of
Certificateholders of that series. The Servicers may be entitled to withhold
their Servicing Fees and certain other fees and charges from remittances of
payments received on Mortgage Loans serviced by them.

          The duties to be performed by each Servicer include collection and
remittance of principal and interest payments on the Mortgage Loans,
administration of mortgage escrow accounts, collection of insurance claims,
foreclosure procedures, and, if necessary, the advance of funds to the extent
certain payments are not made by the mortgagor and have not been determined by
the Servicer to be not recoverable under the applicable insurance policies, from
proceeds of liquidation of those Mortgage Loans or otherwise. Each Servicer also
will provide necessary accounting and reporting services to provide required
information to the Trustee or to enable the Master Servicer to provide required
information to the Trustee for the Mortgage Loans included in the Trust Estate
for a series. Each Servicer is entitled to a periodic Servicing Fee equal to a
specified percentage of the outstanding principal balance of each Mortgage Loan
serviced by it. The obligations of a Servicer may be performed through
subservicers or vendors, provided that the Servicer remains primarily liable for
the servicing of the Mortgage Loans in the applicable Trust. In the event a
Servicer appoints a subservicer that meets the thresholds provided in Item
1108(a)(3) of Regulation AB (17 C.F.R. Section 229.1108), the applicable
prospectus supplement will provide the disclosure required by Items 1108(b) and
(c) of Regulation AB (17 C.F.R. Section 229.1108). In the event that such
appointment occurs after the issuance of the related series of Certificates, the
Depositor will report such appointment on Form 8-K.

          The Trustee, or if so provided in the applicable pooling and servicing
agreement, the Master Servicer, may terminate a Servicer who has failed to
comply with its covenants or breached one of its representations contained in
the applicable pooling and servicing agreement or Underlying Servicing Agreement
or in certain other circumstances. Upon termination of a Servicer by the Trustee
or the Master Servicer, the Trustee or the Master Servicer, as the case may be,
will assume certain servicing obligations of the terminated Servicer, or, at its
option, may appoint a substitute Servicer acceptable to the Trustee to assume
the servicing obligations of the terminated Servicer. Neither the Master
Servicer's nor the Trustee's obligations to act as substitute Servicer following
the termination of an Underlying Servicing Agreement or termination of the
Servicer under the applicable pooling and servicing agreement will, however,
require the Master Servicer or the Trustee, as applicable, to purchase a
Mortgage Loan from the Trust Estate due to a breach by the terminated Servicer
of a representation or warranty in respect of the Mortgage Loan.

          The Trustee or a successor servicer is entitled to be reimbursed for
its costs in effecting a servicing transfer from the predecessor servicer. In
the event that the predecessor servicer fails to reimburse the Trustee or
successor servicer, the Trustee or successor servicer will be entitled to
reimbursement from the assets of the related Trust.

          If a Servicer has executed the pooling and servicing agreement, the
pooling and servicing agreement will provide that the Servicer may not resign
from its obligations and duties under the pooling and servicing agreement for
that series, except upon its determination that its duties under the pooling and
servicing agreement are no longer permissible under applicable law. No
resignation will become effective until the Trustee for a series or a successor
servicer or Master Servicer has assumed the Servicer's obligations and duties
under the pooling and servicing agreement. If a Servicer resigns for the
foregoing reason and the Trustee is unable or unwilling to assume responsibility
for its duties under the pooling and servicing agreement, it may appoint another
institution to so act as described under "The Pooling and Servicing
Agreement--Rights Upon Event of Default" below.

          If a Servicer has executed the pooling and servicing agreement, the
pooling and servicing agreement will provide that neither the Servicer nor any
director, officer, employee or agent of the Servicer will be under any liability
to the Trust Estate or the Certificateholders, for the taking of any action or
for refraining from the taking of any action in good faith pursuant to the
pooling and servicing agreement, or for errors in judgment; provided, however,
that no Servicer nor any director, officer, employee or agent of any Servicer
will be protected against any liability that would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under the pooling and servicing agreement. Each Servicer and any director,
officer, employee or agent of each Servicer shall be indemnified by the Trust
Estate and held harmless against any loss, liability or expense incurred in
connection with any legal action relating to the pooling and servicing agreement
or Underlying Servicing Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans and


                                       55



any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or gross negligence in the performance of it duties under the pooling and
servicing agreement or Underlying Servicing Agreement or by reason of reckless
disregard of obligations and duties under the pooling and servicing agreement or
Underlying Servicing Agreement. In addition, the pooling and servicing agreement
will provide that no Servicer will be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its duties under
the pooling and servicing agreement and that in its opinion may involve it in
any expense or liability. A Servicer may, however, in its discretion, undertake
any action deemed by it necessary or desirable relating to the pooling and
servicing agreement and the rights and duties of the parties to the pooling and
servicing agreement and the interests of the Certificateholders. In this event,
the legal expenses and costs of the action and any liability resulting from it
will be expenses, costs and liabilities of the Trust and the Servicer will be
entitled to be reimbursed out of the Servicer Custodial Account, and any loss to
the Trust arising from this right of reimbursement will be allocated first to
the Subordinate Certificate of a series before being allocated to the related
Senior Certificates, or if the series does not contain Subordinate Certificates,
pro rata among the various classes of Certificates or in another manner
specified in the applicable prospectus supplement.

          Any person into which the Servicer may be merged or consolidated, or
any person resulting from any merger, conversion or consolidation to which the
Servicer is a party, or any person succeeding to the business through the
transfer of substantially all of its assets or all assets relating to the
business, or otherwise, of the Servicer will be the successor of the Servicer
under the terms of the pooling and servicing agreement for each series provided
that the successor or resulting entity is qualified to service mortgage loans
for Fannie Mae or Freddie Mac.

          The Servicer also has the right to assign its rights and delegate its
duties and obligations under the pooling and servicing agreement for each
series; provided that, if the Servicer desires to be released from its
obligations under the pooling and servicing agreement, (i) the purchaser or
transferee accepting the assignment or delegation is qualified to service
mortgage loans for Fannie Mae or Freddie Mac, (ii) the purchaser is satisfactory
to the Trustee for the series, in the reasonable exercise of its judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by the
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Servicer under
the pooling and servicing agreement from and after the date of the agreement,
and (iii) each applicable Rating Agency's rating of any Certificates for the
series in effect immediately prior to the assignment, sale or transfer would not
be qualified, downgraded or withdrawn as a result of the assignment, sale or
transfer and the Certificates would not be placed on credit review status by any
Rating Agency. The Servicer will be released from its obligations under the
pooling and servicing agreement upon the assignment and delegation of its duties
and obligations, except that the Servicer will remain liable for all liabilities
and obligations incurred by it prior to the time that the conditions contained
in clauses (i), (ii) and (iii) above are met.

          In the event that there is a Master Servicer for a series, the
provisions described above will apply to the Master Servicer and substantially
similar provisions will apply to each Servicer under the Underlying Servicing
Agreements.

                       THE POOLING AND SERVICING AGREEMENT

          Set forth below is a summary of certain provisions of each pooling and
servicing agreement which are not described in other parts of this prospectus.
When particular provisions or terms used in a pooling and servicing agreement
are mentioned in this discussion, you should review those provisions in the form
of pooling and servicing agreement that was filed with the Securities and
Exchange Commission as part of the registration statement of which this
prospectus is a part.

ASSIGNMENT OF MORTGAGE LOANS TO THE TRUSTEE

     ASSIGNMENT OF MORTGAGE LOANS

          At the time of issuance of each series of Certificates, the Depositor
will cause the Mortgage Loans comprising the related Trust Estate to be assigned
to the Trustee, for the benefit of the certificateholders, together with all
principal and interest on the Mortgage Loans, except for principal and interest
due on or before the cut-off


                                       56



date set forth in the related prospectus supplement (the "CUT-OFF DATE"). The
Trustee, concurrently with that assignment, will authenticate and deliver the
Certificates to the Depositor or its designated agent in exchange for the
Mortgage Loans and other assets, if any. Each Mortgage Loan will be identified
in a schedule appearing as an exhibit to the pooling and servicing agreement.
The schedule will include the principal balance of each Mortgage Loan, the
mortgage rate, the maturity of each mortgage note and other information.

          The Depositor will deliver or cause to be delivered to the Trustee or
a custodian, as to each Mortgage Loan, all of the documents the Depositor is
required to deliver to the Trustee or a custodian under the pooling and
servicing agreement.

          Despite the requirements to deliver certain documents, a Trust Estate
may include Mortgage Loans where the original mortgage note is not delivered to
the Trustee if the Depositor delivers to the Trustee or the custodian a copy or
a duplicate original of the mortgage note, together with an affidavit certifying
that the original has been lost or destroyed. With respect to these Mortgage
Loans, the Trustee may not be able to enforce the mortgage note against the
related borrower. The Depositor (or other representing party as specified in the
related prospectus supplement) will be required to agree to repurchase, or
substitute for, each Mortgage Loan that is subsequently in default if the
enforcement of the related mortgage is materially adversely affected by the
absence of the original mortgage note. The related pooling and servicing
agreement will generally require the Depositor or another party specified in the
related prospectus supplement to promptly cause the assignments of the related
loans to be delivered for recording in the appropriate public office for real
property records, except (1) in states in which, in the opinion of counsel
acceptable to the Trustee, the 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
or (2) in states where recordation is not required by the rating agencies rating
the series of Certificates.

          In lieu of the delivery requirement set forth above, with respect to
any mortgage which has been recorded in the name of Mortgage Electronic
Registration Systems, Inc. ("MERS") or its designee, no mortgage assignment in
favor of the Trustee will be required to be prepared or delivered. Instead, the
Master Servicer will be required to take all actions as are necessary to cause
the applicable Trust Estate to be shown as the owner of the related Mortgage
Loan on the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS.

          With respect to any Mortgage Loans that are cooperative loans, the
Depositor will generally be required to cause to be delivered to the Trustee;

          o    the stock certificate;

          o    the stock power executed in blank;

          o    the executed proprietary lease;

          o    the executed recognition agreement;

          o    the executed assignment of recognition agreement, if any;

          o    an executed financing statement with evidence of recording
               thereon;

          o    the executed financing statements required by state law,
               evidencing a complete and unbroken line from the mortgagee to the
               Trustee with evidence of recording thereon (or in form suitable
               for recordation); 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.


                                       57



          The Trustee or a custodian will review the mortgage loan documents
within a specified number of days of receipt to ascertain that all required
documents have been properly executed and received. The Trustee will hold the
mortgage loan documents for each series in trust for the benefit of holders of
the Certificates. If any document is found by the Trustee or custodian not to
have been properly executed or received or to be unrelated to the Mortgage Loans
identified in the pooling and servicing agreement, and any defect cannot be
cured within the permitted time period, the Sponsor or other party specified in
the prospectus supplement will replace the Mortgage Loan with an eligible
substitute Mortgage Loan (as described in the related prospectus supplement) or
repurchase the related Mortgage Loan from the Trustee at a price generally equal
to the principal balance thereof, plus accrued and unpaid interest thereon. Upon
receipt of the repurchase price, in the case of a repurchase, the Trustee will
reimburse any unreimbursed Advances of principal and interest by the Master
Servicer with respect to that Mortgage Loan or unreimbursed payments under any
form of credit support. The remaining portion of the repurchase price will then
be passed through to holders of the Certificates as liquidation proceeds in
accordance with the procedures specified under "Description of Certificates--
Distributions". This substitution/repurchase obligation constitutes the sole
remedy available to Certificateholders or the Trustee for a defect in a mortgage
loan document.

          Any restrictions on substitution or repurchase with respect to a
series of Certificates will be set forth in the related prospectus supplement.

     ASSIGNMENT OF MORTGAGE CERTIFICATES

          The Depositor will cause each Mortgage Certificate to be registered in
the name of the Trustee. The Trustee or a custodian will hold each Mortgage
Certificate in the manner described in the related prospectus supplement. The
Trustee will not be in possession of or be assignee of record of any underlying
assets for a Mortgage Certificate. Each Mortgage Certificate will be identified
in a schedule appearing as an exhibit to the pooling and servicing agreement,
which will specify the original principal amount, outstanding principal balance
as of the Cut-off Date, annual pass-through rate or interest rate and maturity
date and certain other pertinent information.

REPRESENTATIONS AND WARRANTIES

          As further described below, the Sponsor will make certain
representations and warranties concerning the Mortgage Loans in the related
pooling and servicing agreement or under the mortgage loan sale agreement
between the Sponsor and the Depositor. Under certain circumstances the Sponsor
may be required to repurchase or substitute for a Mortgage Loan as a result of a
breach of those representations or warranties. In addition, pursuant to the
related pooling and servicing agreement the Depositor will assign to the Trustee
its rights with respect to representations and warranties made by the Sponsor in
the mortgage loan sale agreement.

          The representations and warranties made or assigned to the Trust
(whether made by the Depositor or another party) will generally include the
following with respect to the Mortgage Loans, or each Mortgage Loan, as the case
may be:

          o    the information set forth in the schedule of Mortgage Loans is
               true and correct in all material respects;

          o    at the time of transfer the Sponsor had good title to the
               Mortgage Loans and the mortgage notes were subject to no offsets,
               defenses or counterclaims, except if the buydown agreement for a
               Buydown Loan forgives certain indebtedness of a Mortgagor;

          o    as of the Cut-off Date, no Mortgage Loan was more than 30 days
               delinquent;

          o    a title policy (or other satisfactory evidence of title) was
               issued on the date of the origination of each Mortgage Loan and
               that policy or other evidence of title is valid and remains in
               full force and effect;

          o    if a primary mortgage insurance policy is required with respect
               to a Mortgage Loan, the policy is valid and remains in full force
               and effect as of the closing date for that series of
               Certificates;


                                       58



          o    as of the closing date for that series of Certificates, each
               Mortgage Loan is secured by a first lien mortgage, a first deed
               of trust or a land sale contract on the related mortgaged
               property free and clear of all liens, claims and encumbrances,
               other than the land sale contract, if applicable, subject only
               to:

               o    liens for current real property taxes and special
                    assessments;

               o    covenants, conditions and restrictions, rights of way,
                    easements and other matters of public record as of the date
                    of recording of the Mortgage, those exceptions appearing of
                    record being acceptable to mortgage lending institutions
                    generally or specifically reflected in the mortgage
                    originator's appraisal; and

               o    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);

          o    as of the closing date for that series of Certificates, each
               mortgaged property is free of damage and is in good repair,
               ordinary wear and tear excepted; and

          o    any and all requirements of any federal, state or local law
               including, without limitation, usury, truth in lending, real
               estate settlement procedures, consumer credit protections, all
               applicable predatory and abusive lending laws, equal credit
               opportunity or disclosure laws applicable at the origination and
               servicing of the Mortgage Loans have been complied with.

          If the Sponsor (or other party specified in the prospectus supplement)
discovers a breach of any of its representations or warranties which materially
and adversely affects the interest of Certificateholders in the related Mortgage
Loan, or receives notice of a breach from the Trustee or the Master Servicer,
the Sponsor (or other party) will cure the breach within the time permitted by
the related pooling and servicing agreement or substitute a substantially
similar substitute mortgage loan for that Mortgage Loan or repurchase the
related Mortgage Loan, or any mortgaged property acquired in respect of a loan,
on the terms set forth above under "--Assignment of Mortgage Loans to the
Trustee" and in the related prospectus supplement. The proceeds of any
repurchase will be passed through to certificateholders as liquidation proceeds.

SPECIAL SERVICING AGREEMENTS

          The pooling and servicing agreement may permit each Servicer to enter
into a special servicing agreement with an unaffiliated holder of a class of
Subordinate Certificates or of a class of securities representing interests in
one or more classes of Subordinate Certificates alone or together with other
subordinated mortgage pass-through certificates. Pursuant to a special servicing
agreement, this holder may instruct the Servicer to commence or delay
foreclosure proceedings with respect to delinquent Mortgage Loans. In the event
that there is a Master Servicer for a series, the pooling and servicing
agreement may permit the Master Servicer to enter into an agreement with those
holders which will allow the Master Servicer to instruct the Servicers, to the
extent provided in the applicable Underlying Servicing Agreements, to commence
or delay foreclosure proceedings with respect to delinquent Mortgage Loans.

PAYMENTS ON MORTGAGE LOANS

          Pursuant to the applicable pooling and servicing agreement or the
Underlying Servicing Agreements, if any, for a series, each Servicer will be
required to establish and maintain one or more accounts (collectively, the
"SERVICER CUSTODIAL ACCOUNT") into which the Servicer will be required to
deposit on a daily basis amounts received relating to the Mortgage Loans
serviced by the Servicer included in the Trust Estate for a series, as more
fully described below. Each Servicer Custodial Account must be a separate
custodial account insured to the available limits by the FDIC or otherwise
acceptable to the applicable Rating Agencies (an acceptable account, an
"ELIGIBLE CUSTODIAL ACCOUNT") and other than in the case of a Servicer Custodial
Account established by the Sponsor as Servicer, will generally be limited to
funds held relating to a particular series. A Servicer Custodial Account
established by the Sponsor as Servicer will serve as a unitary Servicer
Custodial Account both for the particular series and for other series of
Certificates as well as other Mortgage Loans serviced by the Sponsor;


                                       59



provided, however, that commingling of funds will not be permitted at any time
during which the senior long-term unsecured debt rating of the Sponsor falls
below certain levels established by each Rating Agency. Notwithstanding any
commingling of funds, the Sponsor is required to keep records that accurately
reflect the funds on deposit in the Servicer Custodial Account that have been
identified by it as being attributable to funds relating to a particular series.

          Funds credited to a Servicer Custodial Account may be invested for the
benefit and at the risk of the Servicer in certain investments acceptable to the
Rating Agencies ("ELIGIBLE INVESTMENTS") maturing in general not later than the
business day preceding the next Distribution Date. All losses from investments
of funds in a Servicer Custodial Account are required to be deposited by the
applicable Servicer out of its own funds to the Servicer Custodial Account
immediately as realized.

          Each Servicer will be required to remit to the Trustee for deposit to
the Distribution Account for each series of Certificates on the date the
Certificates are issued any amounts representing scheduled payments of principal
and interest on the Mortgage Loans serviced by it due after the applicable
Cut-off Date but received on or prior thereto. Each Servicer will be required to
remit to the Master Servicer for deposit in an Eligible Custodial Account
maintained by the Master Servicer in the name of the Trustee (the "MASTER
SERVICER CUSTODIAL ACCOUNT") or, if there is no Master Servicer, to remit to the
Trustee for deposit in the Distribution Account, the following payments and
collections received or made by it relating to the Mortgage Loans serviced by it
subsequent to the applicable Cut-off Date (other than (a) payments due on or
before the Cut-off Date and (b) amounts held for future distribution):

               (i) all payments on account of principal, including prepayments,
          and interest;

               (ii) all amounts received by the Servicer in connection with the
          liquidation of defaulted Mortgage Loans or property acquired relating
          to the defaulted Mortgage Loan, whether through foreclosure sale or
          otherwise, including payments in connection with defaulted Mortgage
          Loans received from the mortgagor other than amounts required to be
          paid to the mortgagor pursuant to the terms of the applicable Mortgage
          Loan or otherwise pursuant to law ("LIQUIDATION PROCEEDS") less, to
          the extent permitted under the applicable pooling and servicing
          agreement or Underlying Servicing Agreement, the amount of any
          expenses incurred in connection with the liquidation of the applicable
          Mortgage Loans;

               (iii) all proceeds received by the Servicer under any title,
          hazard or other insurance policy covering any Mortgage Loan, other
          than proceeds to be applied to the restoration or repair of the
          property subject to the related Mortgage or released to the mortgagor
          in accordance with the applicable pooling and servicing agreement or
          Underlying Servicing Agreement;

               (iv) all Periodic Advances made by the Servicer;

               (v) all amounts withdrawn from Buy-Down Funds or Subsidy Funds,
          if any, with respect to the Mortgage Loans, in accordance with the
          terms of the applicable agreements;

               (vi) all proceeds of any Mortgage Loans or property acquired
          relating to the Mortgage Loan purchased or repurchased pursuant to the
          pooling and servicing agreement or the Underlying Servicing Agreement;
          and

               (vii) all other amounts required to be deposited to the
          Distribution Account pursuant to the applicable pooling and servicing
          agreement or the Underlying Servicing Agreement.

          Notwithstanding the foregoing, each Servicer will be entitled, at its
election, either (a) to withhold and pay itself the applicable Servicing Fee
from any payment or other recovery on account of interest as received and prior
to deposit in the Servicer Custodial Account or (b) to withdraw from the
Servicer Custodial Account the applicable Servicing Fee after the entire payment
or recovery has been deposited.


                                       60



          Each Servicer is also permitted, from time to time, to make
withdrawals from the applicable Servicer Custodial Account for the following
purposes, to the extent permitted in the applicable pooling and servicing
agreement or Underlying Servicing Agreement:

               (i) to pay to itself, to the extent not previously retained, the
          servicing compensation to which it is entitled;

               (ii) to reimburse itself for Advances, to the extent of amounts
          received on the Mortgage Loan(s) relating to which the Advances were
          made;

               (iii) to reimburse itself for any Nonrecoverable Advance
          previously made, to the extent of amounts received on the Mortgage
          Loans in the same loan group as the Mortgage Loan(s) relating to which
          the Nonrecoverable Advances were made;

               (iv) to reimburse itself for expenses covered by insurance
          policies from proceeds of those policies;

               (v) to pay itself or the Depositor any indemnification payments
          described under "The Depositor" and "Servicing of the Mortgage
          Loans--The Servicers";

               (vi) to pay to the Depositor, itself or the Master Servicer with
          respect to each Mortgage Loan or property acquired in respect thereof
          that has been repurchased by the Depositor or purchased by it or the
          Master Servicer all amounts received after the date of repurchase or
          purchase;

               (vii) to withdraw from the Servicer Custodial Account any amount
          deposited in that account that was not required to be deposited
          therein; and

               (viii) to clear and terminate the Servicer Custodial Account.

          If there is a Master Servicer for a series of Certificates, the Master
Servicer will be permitted by the pooling and servicing agreement to make
withdrawals from the Master Servicer Custodial Account to the extent described
above for a Servicer, to the extent permitted in the applicable pooling and
servicing agreement. The Master Servicer or Trustee will be required to deposit
in the Distribution Account any Periodic Advances made by the Master Servicer or
Trustee, as applicable, in the event of a Servicer default not later than the
Distribution Date on which the Periodic Advances are required to be distributed.
All other amounts deposited in the Master Servicer Custodial Account (other than
Master Servicing Fees and, to the extent the Master Servicer is entitled thereto
under the applicable pooling and servicing agreement, interest on amounts in the
Master Servicer Custodial Account) are required to be remitted by the Master
Servicer to the Trustee for deposit in the Distribution Account not later than
the applicable Distribution Date. On each Distribution Date, the Trustee will
withdraw from the Distribution Account and remit to Certificateholders all
amounts constituting the available funds for that Distribution Date.

          If a Servicer, the Master Servicer or the Trustee deposits in the
Distribution Account for a series any amount not required to be deposited, the
Trustee may at any time withdraw the amount from the Distribution Account for
itself or for remittance to the applicable Servicer or the Master Servicer, as
applicable. Funds on deposit in the Distribution Account may be invested in
Eligible Investments maturing in general not later than the business day
preceding the next Distribution Date (except that if the Eligible Investment is
an obligation of the institution that maintains the Distribution Account, then
the Eligible Investment may mature not later than the next Distribution Date).
In the event that one or more elections has been made to treat the Trust Estate
(or one or more segregated pools of assets therein) with respect to a series as
one or more REMICs, no Eligible Investments will be sold or disposed of at a
gain prior to maturity unless the Trustee has received an opinion of counsel or
other evidence satisfactory to it that the sale or disposition will not cause
the Trust Estate (or segregated pool of assets) to be subject to the tax on
"prohibited transactions" imposed by Code Section 860F(a)(1), otherwise subject
the Trust Estate (or segregated pool of assets) to tax, or cause any REMIC to
fail to qualify as a REMIC while any Certificates of the series are outstanding.
All income and gain realized from any investment of funds in the Distribution
Account will generally be for the account of the Trustee as additional
compensation and all losses from investments of funds in


                                       61



the Distribution Account will be deposited by the Trustee out of its own funds
to the Distribution Account immediately as realized.

          The Trustee is permitted, from time to time, to make withdrawals from
the Distribution Account for the following purposes, to the extent permitted in
the applicable pooling and servicing agreement:

               (i) to pay itself the applicable trustee fee and to pay to the
          owner thereof any Fixed Retained Yield;

               (ii) to reimburse itself for certain expenses and to pay itself
          any amounts representing indemnification, each as described under
          "--The Trustee";

               (iii) to pay to itself any interest earned on or investment
          income earned with respect to funds in the Distribution Account (all
          of this interest or income to be withdrawn not later than the next
          Distribution Date);

               (iv) to withdraw from the Distribution Account any amount
          deposited in that account that was not required to be deposited
          therein; and

               (v) to clear and terminate the Distribution Account.

          The Trustee will be authorized to appoint a paying agent (the "PAYING
AGENT") to make distributions, as agent for the Trustee, to Certificateholders
of a series. If the Paying Agent for a series is not the Trustee for that
series, the Trustee will, on each Distribution Date, deposit in immediately
available funds in an account designated by the Paying Agent the amount required
to be distributed to the Certificateholders on that Distribution Date.

          The Trustee will cause any Paying Agent to execute and deliver to the
Trustee an instrument in which the Paying Agent agrees with the Trustee that the
Paying Agent will hold all amounts deposited with it by the Trustee for
distribution to Certificateholders in trust for the benefit of
Certificateholders until the amounts are distributed to Certificateholders or
otherwise disposed of as provided in the applicable pooling and servicing
agreement.

PERIODIC ADVANCES AND SERVICING ADVANCES

          Generally each Servicer will be required to make (i) an advance prior
to each Distribution Date of an amount equal to the payment of principal and
interest on each Mortgage Loan (net of the related Servicing Fee) which was due
on the related Due Date on the Mortgage Loans and which was delinquent on the
related Determination Date (a "PERIODIC ADVANCE") and (ii) other advances of
cash ("SERVICING ADVANCES" and, collectively with Periodic Advances, "ADVANCES")
to cover (a) delinquent payments of taxes, insurance premiums, and other
escrowed items and (b) rehabilitation expenses and foreclosure costs, including
reasonable attorneys' fees, in either case unless the Servicer has determined
that any subsequent payments on that Mortgage Loan or from the borrower will
ultimately not be available to reimburse it for those amounts.

          Advances by each Servicer will be made from its own funds or funds in
the applicable Servicer Custodial Account that do not constitute a portion of
the applicable available funds for that Distribution Date. The obligation to
make an Advance with respect to any Mortgage Loan will continue until the
ultimate disposition of the REO Property or Mortgaged Property relating to the
Mortgage Loan unless the Servicer determines, based on its estimation of the
value of the Mortgaged Property in relation to the sum of the unpaid principal
balance of the related Mortgage Loan, accrued interest, the amount of previously
unreimbursed Advances and anticipated disposition expenses, that the advance (a
"NONRECOVERABLE ADVANCE") would not ultimately be recoverable under any
applicable insurance policies, from proceeds of liquidation of the Mortgage Loan
or otherwise. An "REO PROPERTY" is a Mortgaged Property that has been acquired
by a Servicer on behalf of the Trust through foreclosure or grant of a deed in
lieu of foreclosure.

          The failure of a Servicer to make any required Periodic Advances or
Servicing Advances under an Underlying Servicing Agreement or a pooling and
servicing agreement constitutes a default for which the Servicer


                                       62



will be subject to termination. Upon default by a Servicer, the Master Servicer,
if any, or the Trustee will be required to make Periodic Advances to the extent
necessary to make required distributions on certain Certificates or certain
Servicing Advances, provided that the Master Servicer or Trustee, as applicable,
determines that funds will ultimately be available to reimburse it from proceeds
of the related Mortgaged Property. In the case of Certificates of any series for
which credit enhancement is provided in the form of a mortgage pool insurance
policy, the Depositor may obtain an endorsement to the mortgage pool insurance
policy which obligates the pool insurer to advance delinquent payments of
principal and interest. The pool insurer would only be obligated under the
endorsement to the extent the mortgagor fails to make his or her payment and the
Master Servicer or Trustee fails to make a required advance.

          Any Periodic Advances made by the Servicers, the Master Servicer or
Trustee must be deposited into the applicable Servicer Custodial Account, Master
Servicer Custodial Account or the Distribution Account and will be due no later
than the business day before the Distribution Date to which the delinquent
payment relates. Advances by the Servicers, the Master Servicer or Trustee will
be reimbursable out of insurance proceeds or Liquidation Proceeds of, or, except
for Servicing Advances, future payments on, the Mortgage Loans for which the
amounts were advanced. If an Advance made by a Servicer, the Master Servicer or
the Trustee later proves, or is deemed by the Servicer, the Master Servicer or
the Trustee, to be unrecoverable, the Servicer, the Master Servicer or the
Trustee will be entitled to reimbursement from funds in the applicable Servicer
Custodial Account, the Master Servicer Custodial Account or the Distribution
Account prior to the distribution of payments to the Certificateholders to the
extent provided in the Underlying Servicing Agreement or pooling and servicing
agreement.

          Any Periodic Advances made by a Servicer, the Master Servicer or the
Trustee relating to Mortgage Loans included in the Trust Estate for any series
are intended to enable the Trustee to make timely payment of the scheduled
distributions of principal and interest on the Certificates of the series.
However, none of the Master Servicer, the Trustee or any Servicer will insure or
guarantee the Certificates of any series or the Mortgage Loans included in the
Trust Estate for any Certificates.

COLLECTION AND OTHER SERVICING PROCEDURES

          Each Servicer will be required by the related Underlying Servicing
Agreement or pooling and servicing agreement to make reasonable efforts to
collect all payments called for under the Mortgage Loans and, consistent with
the applicable Underlying Servicing Agreement or the pooling and servicing
agreement and any applicable agreement governing any form of credit enhancement,
to follow the collection procedures as it follows for mortgage loans serviced by
it that are comparable to the Mortgage Loans. Consistent with the above, the
Servicer may, in its discretion, (i) waive any prepayment premiums, assumption
fee, late payment charge or any other charge in connection with the prepayment
of a Mortgage Loan and (ii) arrange with a mortgagor a schedule for the
liquidation of deficiencies running for not more than 120 days (or any longer
period to which the Master Servicer, if any, and any applicable pool insurer or
primary mortgage insurer have consented) after the applicable Due Date.

          Under each Underlying Servicing Agreement or the pooling and servicing
agreement, each Servicer, to the extent permitted by law, will establish and
maintain one or more escrow accounts (each account, an "ESCROW ACCOUNT") in
which it will be required to deposit any payments made by mortgagors in advance
for taxes, assessments, primary mortgage (if applicable) and hazard insurance
premiums and other similar items. Withdrawals from the Escrow Account may be
made to make timely payment of taxes, assessments, mortgage and hazard
insurance, to refund to mortgagors amounts determined to be overages, to pay
interest to mortgagors on balances in the Escrow Account, if required, and to
clear and terminate the Escrow Account. Each Servicer will be responsible for
the administration of its Escrow Account. A Servicer will be obligated to
advance certain tax and insurance amounts which are not timely paid by the
mortgagors, to the extent that it determines, in good faith, that they will be
recoverable out of insurance proceeds, liquidation proceeds, or otherwise.
Alternatively, in lieu of establishing a Escrow Account, a Servicer may procure
a performance bond or other form of insurance coverage, in an amount acceptable
to the Master Servicer and each Rating Agency rating the related series of
Certificates, covering loss occasioned by the failure to escrow amounts.


                                       63



ENFORCEMENT OF "DUE-ON-SALE" CLAUSES; REALIZATION UPON DEFAULTED MORTGAGE LOANS

          With respect to each Mortgage Loan having a fixed interest rate, the
applicable Underlying Servicing Agreement or pooling and servicing agreement
will generally provide that, when any Mortgaged Property is about to be conveyed
by the mortgagor, the Servicer will, to the extent it has knowledge of the
prospective conveyance, exercise its rights to accelerate the maturity of the
Mortgage Loan under the "due-on-sale" clause in the Mortgage Note, if any,
unless it is not exercisable under applicable law or if the exercise would
result in loss of insurance coverage relating to the Mortgage Loan or would, in
the Servicer's judgment, be reasonably likely to result in litigation by the
mortgagor and the Servicer, if applicable, has not obtained the Master
Servicer's consent to the exercise of the clause. In either case, the Servicer
is authorized to take or enter into an assumption and modification agreement
from or with the person to whom the Mortgaged Property has been or is about to
be conveyed, pursuant to which the person becomes liable under the Mortgage Note
and, unless prohibited by applicable state law, the mortgagor also remains
liable under the Mortgage Note, provided that the Mortgage Loan will continue to
be covered by any pool insurance policy and any related primary mortgage
insurance policy and the mortgage interest rate relating to the Mortgage Loan
and the payment terms shall remain unchanged. The Servicer will also be
authorized, with the prior approval of the pool insurer and the primary mortgage
insurer, if any, to enter into a substitution of liability agreement with the
person to whom the Mortgaged Property has been or is about to be conveyed, under
which the original mortgagor is released from liability and the person is
substituted as mortgagor and becomes liable under the Mortgage Note.

          Each Underlying Servicing Agreement and pooling and servicing
agreement with respect to a series will require the Servicer or the Master
Servicer, as the case may be, to present claims to the insurer under any
insurance policy applicable to the Mortgage Loans included in the Trust Estate
for the series and to take reasonable steps as are necessary to permit recovery
under the insurance policies relating to defaulted Mortgage Loans, or losses on
the Mortgaged Property securing the Mortgage Loans.

          Each Servicer is obligated to realize upon defaulted Mortgage Loans in
accordance with its normal servicing practices, which will conform generally to
those of prudent mortgage lending institutions which service mortgage loans of
the same type in the same jurisdictions. Notwithstanding the foregoing, each
Servicer is authorized to permit the assumption of a defaulted Mortgage Loan
rather than to foreclose or accept a deed-in-lieu of foreclosure if, in the
Servicer's judgment, the default is unlikely to be cured and the assuming
borrower meets the applicable underwriting guidelines. In connection with any
assumption, the mortgage interest rate and the payment terms of the related
Mortgage Note will not be changed. Each Servicer may also, with the consent of
the Master Servicer, if any, modify the payment terms of Mortgage Loans that are
in default, or as to which default is reasonably foreseeable, that remain in the
Trust Estate rather than foreclose on those Mortgage Loans; provided that no
modification shall forgive principal owing under a Mortgage Loan or permanently
reduce the interest rate on a Mortgage Loan. Further, a Servicer may encourage
the refinancing of defaulted Mortgage Loans, including Mortgage Loans that would
permit creditworthy borrowers to assume the outstanding indebtedness.

          In the case of foreclosure or of damage to a Mortgaged Property from
an uninsured cause, the Servicer will not be required to expend its own funds to
foreclose or restore any damaged property, unless it reasonably determines (i)
that the foreclosure or restoration will increase the proceeds to
Certificateholders of the series of liquidation of the Mortgage Loan after
reimbursement to the related Servicer for its expenses and (ii) that its
expenses will be recoverable to it through Liquidation Proceeds or any
applicable insurance policy relating to the Mortgage Loan. In the event that a
Servicer has expended its own funds for foreclosure or to restore damaged
property, it will be entitled to be reimbursed from the applicable Servicer
Custodial Account an amount equal to all costs and expenses incurred by it.

          No Servicer will be obligated to foreclose on any Mortgaged Property
which it believes may be contaminated with or affected by hazardous wastes or
hazardous substances. See "Certain Legal Aspects of the Mortgage
Loans--Environmental Considerations." If a Servicer does not foreclose on a
Mortgaged Property, the Certificateholders of the related series may experience
a loss on the related Mortgage Loan. A Servicer will not be liable to the
Certificateholders if it fails to foreclose on a Mortgaged Property which it
believes may be so contaminated or affected, even if the Mortgaged Property is,
in fact, not so contaminated or affected. Conversely, a Servicer will not be
liable to the Certificateholders if, based on its belief that no contamination
or effect exists, the


                                       64



Servicer forecloses on a Mortgaged Property and takes title to the Mortgaged
Property, and thereafter the Mortgaged Property is determined to be so
contaminated or affected.

          The Servicer may foreclose against property securing a defaulted
Mortgage Loan either by foreclosure, by sale or by strict foreclosure and in the
event a deficiency judgment is available against the mortgagor or other person
(see "Certain Legal Aspects of the Mortgage Loans--Anti-Deficiency Legislation,
the Bankruptcy Code and Other Limitations on Lenders" for a discussion of the
availability of deficiency judgments), may proceed for the deficiency. It is
anticipated that in most cases the Servicer will not seek deficiency judgments,
and will not be required under the applicable Underlying Servicing Agreement or
the pooling and servicing agreement to seek deficiency judgments. In lieu of
foreclosure, each Servicer may arrange for the sale by the borrower of the
Mortgaged Property related to a defaulted Mortgage Loan to a third party, rather
than foreclosing upon and selling the Mortgaged Property.

          With respect to a Trust Estate (or any segregated pool of assets
within a Trust Estate) as to which one or more REMIC elections has been made, if
the Trustee acquires ownership of any Mortgaged Property as a result of a
default or reasonably foreseeable default of any Mortgage Loan secured by the
Mortgaged Property, the Trustee or Master Servicer will be required to dispose
of the property prior to the close of the third calendar year following the year
the Trust Estate acquired the property (or any shorter period as is provided in
the applicable Underlying Servicing Agreement or pooling and servicing
agreement) unless the Trustee (a) receives an opinion of counsel to the effect
that the holding of the Mortgaged Property by the Trust Estate will not cause
the Trust Estate to be subject to the tax on "prohibited transactions" imposed
by Code Section 860F(a)(1) or cause any REMIC to fail to qualify as a REMIC or
(b) applies for and is granted an extension of the applicable period in the
manner contemplated by Code Section 856(e)(3). The Servicer also will be
required to administer the Mortgaged Property in a manner which does not cause
the Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Estate
of any "net income from foreclosure property" within the meaning of Code Section
860G(c)(2), respectively. In general, this would preclude the holding of the
Mortgaged Property by a party acting as a dealer in property or the receipt of
rental income based on the profits of the lessee of the property. See "Federal
Income Tax Consequences."

INSURANCE POLICIES

          Each Servicer will generally be required to cause to be maintained for
each Mortgage Loan (other than Mortgage Loans secured by cooperative shares and
condominium apartments) a standard hazard insurance policy issued by a generally
acceptable insurer insuring the improvements on the Mortgaged Property
underlying each Mortgage Loan against loss by fire, with extended coverage (a
"STANDARD HAZARD INSURANCE POLICY"). A Standard Hazard Insurance Policy will be
required to be in an amount at least equal to the lesser of 100% of the
insurable value of the improvements on the Mortgaged Property or the principal
balance of the Mortgage Loan; provided, however, that the amount may not be less
than the minimum amount required to avoid the application of any coinsurance
clause. Each Servicer will also generally maintain on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, a Standard
Hazard Insurance Policy in an amount that is at least equal to the lesser of
100% of the insurable value of the improvements which are a part of the property
plus liability insurance and, if applicable, flood insurance as described below.
Any amounts collected under any of these insurance policies (other than amounts
to be applied to the restoration or repair of the Mortgaged Property or released
to the borrower in accordance with normal servicing procedures) will be
deposited in the Servicer Custodial Account for remittance to the Distribution
Account by the applicable Servicer.

          The Standard Hazard Insurance Policies covering the Mortgage Loans
generally will cover physical damage to, or destruction of, the improvements on
the Mortgaged Property caused by fire, lightning, explosion, smoke, windstorm,
hail, riot, strike and civil commotion, subject to the conditions and exclusions
particularized in each policy. Because the Standard Hazard Insurance Policies
relating to the Mortgage Loans will be underwritten by different insurers and
will cover Mortgaged Properties located in various states, the policies will not
contain identical terms and conditions. The most significant terms of these
policies, however, generally will be determined by state law and generally will
be similar. Most of these policies typically will not cover any physical damage
resulting from the following: war, revolution, governmental actions, floods and
other water-related causes, earth movement (including earthquakes, landslides
and mudflows), nuclear reaction, wet or dry rot, vermin, rodents,


                                       65



insects or domestic animals, hazardous wastes or hazardous substances, theft
and, in certain cases, vandalism. The foregoing list is merely indicative of
certain kinds of uninsured risks and is not all-inclusive.

          In general, if the improvements on a Mortgaged Property are located in
an area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards (and flood insurance has been made
available) each Underlying Servicing Agreement or the pooling and servicing
agreement, as applicable, will require the related Servicer to cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration and the requirements of
Fannie Mae or Freddie Mac with a generally acceptable insurance carrier.

          Each Servicer may maintain a blanket policy insuring against hazard
losses on all of the Mortgaged Properties in lieu of maintaining the required
Standard Hazard Insurance Policies and may maintain a blanket policy insuring
against special hazards in lieu of maintaining any required flood insurance.
Each Servicer will be liable for the amount of any deductible under a blanket
policy if that amount would have been covered by a required Standard Hazard
Insurance Policy or flood insurance, had it been maintained.

          Any losses incurred relating to Mortgage Loans due to uninsured risks
(including earthquakes, mudflows, floods and hazardous wastes or hazardous
substances) or insufficient hazard insurance proceeds will adversely affect
distributions to the Certificateholders.

PRIMARY MORTGAGE INSURANCE

          If specified in the related prospectus supplement, a Mortgage Loan
secured by a mortgaged property having an loan-to-value ratio in excess of 80%
may have a primary mortgage insurance policy insuring against default on all or
a specified portion of the principal amount thereof in excess of that percentage
of the value of the mortgaged property, as specified in the related prospectus
supplement.

          Evidence of each primary mortgage insurance policy will be provided to
the Trustee simultaneously with the transfer to the Trustee of the related
Mortgage Loan. Each Servicer, on behalf of the Trust Estate, is required to
present claims to the insurer under any primary mortgage insurance policy or
mortgage pool insurance policy and to take the reasonable steps that are
necessary to permit recovery with respect to defaulted Mortgage Loans. Amounts
collected by each Servicer on behalf of the Trust Estate will be deposited in
the Servicer Custodial Account for distribution as set forth above. Each
Servicer will not cancel or refuse to renew any primary mortgage insurance
policy required to be kept in force by the pooling and servicing agreement.

RECOVERIES UNDER PRIMARY MORTGAGE INSURANCE POLICIES

          Each Servicer will exercise its reasonable efforts to keep each
primary mortgage insurance policy in full force and effect at least until the
outstanding principal balance of the related Mortgage Loan is equal to the
percentage of the appraised value of the mortgaged property specified in the
related prospectus supplement. Each Servicer will generally be required to pay
the premium for each primary mortgage insurance policy on a timely basis if the
mortgagor does not make the required payments.

          Each Servicer, on behalf of the Trust Estate, will present claims to
the insurer under any applicable primary mortgage insurance policy and will take
necessary reasonable steps to permit recovery under those insurance policies
respecting defaulted Mortgage Loans. If any property securing a defaulted
Mortgage Loan is damaged and proceeds, if any, from the related hazard insurance
policy are insufficient to restore the damaged property to a condition
sufficient to permit recovery under any applicable primary mortgage insurance
policy, each Servicer will not be required to expend its own funds to restore
the damaged property unless the applicable Servicer determines:

          o    that restoration will increase the proceeds to Certificateholders
               upon liquidation of the Mortgage Loan after reimbursement of the
               Servicer for its expenses; and

          o    that those expenses will be recoverable to it through liquidation
               proceeds.


                                       66



          Regardless of whether recovery under any primary mortgage insurance
policy is available or any further amount is payable under the credit support
for a series of Certificates, each Servicer is obligated to follow the normal
practices and procedures as it deems necessary or advisable to realize upon the
defaulted Mortgage Loan. If at any time no further amount is payable under the
credit support for a series of Certificates, and if the proceeds of any
liquidation of the property securing the defaulted Mortgage Loan are less than
the principal balance of the defaulted Mortgage Loans plus accrued interest,
certificateholders will realize a loss in the amount of that difference plus the
aggregate of unreimbursed Advances of the Servicer with respect to that Mortgage
Loan and expenses incurred by the Servicer in connection with those proceedings
and which are reimbursable under the pooling and servicing agreement.

FIXED RETAINED YIELD, SERVICING COMPENSATION AND PAYMENT OF EXPENSES

          "FIXED RETAINED YIELD" for any Mortgage Loan is that portion, if any,
of interest at the mortgage interest rate that is not included in the related
Trust Estate and is retained by the Depositor or the Sponsor. The prospectus
supplement for a series will describe the Fixed Retained Yield, if any, relating
to the Mortgage Loans of the series. Any Fixed Retained Yield will be
established on a loan-by-loan basis and will be specified in the schedule of
Mortgage Loans attached as an exhibit to the applicable pooling and servicing
agreement. If the Sponsor or the Depositor retains Fixed Retained Yield, the
Sponsor, if it is the Servicer, may deduct the Fixed Retained Yield from
mortgagor payments as received and retain or remit the Fixed Retained Yield to
the Depositor, as the case may be. Otherwise, the Servicer will deposit the
Fixed Retained Yield in the Master Servicer Custodial Account or Distribution
Account, and the Master Servicer or the Trustee will withdraw and remit the
Fixed Retained Yield to the owner thereof. Notwithstanding the foregoing, with
respect to any payment of interest received relating to a Mortgage Loan (whether
paid by the mortgagor or received as Liquidation Proceeds, insurance proceeds or
otherwise) which is less than the full amount of interest then due with respect
to the Mortgage Loan, the owner of the Fixed Retained Yield for the Mortgage
Loan will bear a ratable share of the interest shortfall.

          For each series of Certificates, each Servicer will be entitled to be
paid the Servicing Fee on the related Mortgage Loans serviced by it until
termination of the applicable Underlying Servicing Agreement or the pooling and
servicing agreement. A Servicer, at its election, will pay itself the Servicing
Fee for a series relating to each Mortgage Loan by (a) withholding the Servicing
Fee from any scheduled payment of interest prior to deposit of the payment in
the Servicer Custodial Account for the series or (b) withdrawing the Servicing
Fee from the Servicer Custodial Account after the entire interest payment has
been deposited. A Servicer may also pay itself out of the Liquidation Proceeds
or other recoveries of a Mortgage Loan. The Servicing Fee or the range of
Servicing Fees relating to the Mortgage Loans underlying the Certificates of a
series will be set forth in an expense table in the applicable prospectus
supplement. Additional servicing compensation in the form of prepayment
premiums, assumption fees, late payment charges, Foreclosure Profits or
otherwise will be retained by the Servicers.

          Each Servicer will pay all expenses incurred in connection with the
servicing of the Mortgage Loans serviced by it underlying a series, including,
without limitation, payment of the Standard Hazard Insurance Policy premiums.
The Servicer will be entitled, in certain circumstances, to reimbursement from
the Servicer Custodial Account of Periodic Advances, of Servicing Advances made
by it to pay taxes, insurance premiums and similar items with respect to any
Mortgaged Property or for expenditures incurred by it in connection with the
restoration, foreclosure or liquidation of any Mortgaged Property (to the extent
of Liquidation Proceeds or insurance policy proceeds in respect of the related
Mortgaged Property) and of certain losses against which it is indemnified by the
Trust Estate as described above under "Servicing of the Mortgage Loans--The
Servicers."

          As set forth in the preceding paragraph, a Servicer may be entitled to
reimbursement for certain expenses incurred by it, and payment of additional
fees for certain extraordinary services rendered by it (provided that those fees
do not exceed those which would be charged by third parties for similar
services) in connection with the liquidation of defaulted Mortgage Loans and
related Mortgaged Properties. In the event that claims are either not made or
are not fully paid from any applicable form of credit enhancement, the related
Trust Estate will suffer a loss to the extent that Liquidation Proceeds, after
reimbursement of the Servicing Fee and the expenses of the Servicer, are less
than the principal balance of the related Mortgage Loan.


                                       67



EVIDENCE AS TO COMPLIANCE

          Each Servicer and Master Servicer will deliver annually to the Trustee
or Master Servicer, as applicable, on or before the date specified in the
applicable pooling and servicing agreement or Underlying Servicing Agreement, an
officer's certificate stating that (i) a review of the Servicer's or Master
Servicer's activities during the preceding calendar year and of performance
under the applicable pooling and servicing agreement or Underlying Servicing
Agreement has been made under the supervision of the officer, and (ii) to the
best of the officer's knowledge, based on the review, the Servicer or Master
Servicer has fulfilled all its obligations under the applicable pooling and
servicing agreement or Underlying Servicing Agreement in all material respects
throughout the year, or, if there has been a failure to fulfill any of these
obligations in any material respect, specifying each failure known to the
officer and the nature and status of the failure.

          In addition, each party that participates in the servicing and
administration of more than 5% of the Mortgage Loans and other assets comprising
a Trust will deliver annually to the Depositor and the Trustee, a report (an
"ASSESSMENT OF COMPLIANCE") that assesses compliance by that party with the
servicing criteria set forth in Item 1122(d) of Regulation AB (17 C.F.R. Section
229.1122) and that contains the following:

          o    a statement of the party's responsibility for assessing
               compliance with the servicing criteria applicable to it;

          o    a statement that the party used the criteria in Item 1122(d) of
               Regulation AB to assess compliance with the applicable servicing
               criteria;

          o    the party's assessment of compliance with the applicable
               servicing criteria during and as of the end of the prior calendar
               year, setting forth any material instance of noncompliance
               identified by the party; and

          o    a statement that a registered public accounting firm has issued
               an Attestation Report on the party's Assessment of Compliance
               with the applicable servicing criteria during and as of the end
               of the prior calendar year.

          Each party which is required to deliver an Assessment of Compliance
will also be required to simultaneously deliver a report (an "ATTESTATION
REPORT") of a registered public accounting firm, prepared in accordance with the
standards for attestation engagements issued or adopted by the Public Company
Accounting Oversight Board, that expresses an opinion, or states that an opinion
cannot be expressed, concerning the party's assessment of compliance with the
applicable servicing criteria.

CERTAIN MATTERS REGARDING THE DEPOSITOR, THE SPONSOR AND THE MASTER SERVICER

          The pooling and servicing agreement for each series of Certificates
backed in whole or in part by Mortgage Loans will generally provide that the
Master Servicer may not resign from its obligations and duties as Master
Servicer, except upon a determination that its duties are no longer permissible
under applicable law. No resignation under this clause is effective until the
Trustee or a successor has assumed the Master Servicer's obligations and duties
under the pooling and servicing agreement.

          The pooling and servicing agreement will also provide that none of the
Depositor, the Master Servicer or the Sponsor, or any directors, officers,
employees or agents of any of them will be under any liability to the Trust
Estate or certificateholders or the Trustee, any subservicer or others for any
action taken or not taken by any of those parties, any subservicer or the
Trustee in good faith pursuant to the pooling and servicing agreement, or for
errors in judgment. However, none of the Depositor, the Sponsor, the Master
Servicer or any of the parties described above will be protected against any
liability that otherwise would be imposed on one of those parties by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of reckless disregard of its obligations and duties. The pooling
and servicing agreement will provide that each of the parties described above is
entitled to indemnification by the Trust Estate and will be held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to the pooling and servicing agreement or the Certificates for a
series, other than any loss, liability or expense related to any specific
Mortgage Loan (except any loss, liability or


                                       68



expense otherwise reimbursable pursuant to the pooling and servicing agreement)
and any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or gross negligence in the performance of that party's duties or by
reason of reckless disregard by that party of its obligations and duties. In
addition, the pooling and servicing agreement will provide that none of the
Depositor, the Sponsor or the Master Servicer is under any obligation to appear
in, prosecute or defend any legal action which is not incidental to, in the case
of the Depositor, the Sponsor or the Master Servicer, its duties under the
pooling and servicing agreement and which in its opinion may involve it in any
expense or liability. Each of the Depositor, the Sponsor and the Master Servicer
may, however, in its discretion, undertake any action that it deems necessary or
desirable with respect to the pooling and servicing agreement and the rights and
duties of the parties to the pooling and servicing agreement and the interests
of certificateholders. In that event, the legal expenses and costs of that
action and any liability resulting therefrom will be expenses, costs and
liabilities of the Trust Estate, and the Depositor, the Sponsor and the Master
Servicer will be entitled to be reimbursed from the Master Servicer Custodial
Account or Servicer Custodial Account, as applicable.

EVENTS OF DEFAULT

          Events of default by the Master Servicer or a Servicer under the
pooling and servicing agreement for each series of Certificates evidencing an
interest in Mortgage Loans will consist of:

          o    any failure by the Master Servicer or, if a Servicer has executed
               the pooling and servicing agreement, that Servicer, to deposit
               amounts in the Distribution Account, Master Servicer Custodial
               Account or Servicer Custodial Account, as applicable, in the
               amount and manner provided in the pooling and servicing agreement
               so as to enable the Trustee to distribute to Certificateholders
               any required payment (other than Periodic Advances) which
               continues unremedied for a specified time period;

          o    any failure by the Master Servicer or a Servicer that has
               executed the pooling and servicing agreement duly to observe or
               perform in any material respects any other of its covenants or
               agreements in the Certificates or the pooling and servicing
               agreement which continues unremedied for a specified number of
               days after the giving of written notice of the failure to the
               Master Servicer or Servicer by the Trustee or the Depositor, or,
               if specified in the pooling and servicing agreement, to the
               Master Servicer or the Servicer and the Trustee by holders of
               Certificates evidencing not less than 25% of the aggregate voting
               rights of all the Certificates affected thereby;

          o    certain events of insolvency, readjustment of debt, marshalling
               of assets and liabilities or similar proceedings and certain
               actions by the Master Servicer or a Servicer that has executed
               the pooling and servicing agreement indicating insolvency,
               reorganization or inability to pay its obligations; and

          o    the failure of the Master Servicer or a Servicer to remit any
               Periodic Advance required to be remitted by it which failure
               continues unremedied at 3:00 p.m. on the related Distributed
               Date.

RIGHTS UPON EVENT OF DEFAULT

          As long as an event of default under the pooling and servicing
agreement remains unremedied, the Trustee may, and upon direction of holders of
Certificates evidencing not less than 51% of the aggregate voting rights, will
be required to terminate all of the rights and obligations of the Master
Servicer or Servicer under the pooling and servicing agreement. Upon a
termination, the Trustee will succeed to all the responsibilities, duties and
liabilities of the Master Servicer or Servicer under the pooling and servicing
agreement and will be entitled to similar compensation arrangements and
limitations on liability. If the Trustee is unwilling or unable to act, it may
appoint or petition a court of competent jurisdiction for the appointment of an
institution with a net worth of at least $10,000,000 to act as successor Master
Servicer or Servicer; provided, however, that the appointment not adversely
affect the rating then assigned to any class of Certificates and that until a
successor Master Servicer or Servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer or the Servicer
under the pooling and servicing agreement, unless prohibited by law, the Trustee
will continue as the successor to the Master Servicer or the Servicer as
described above. Pending any appointment, the Trustee is obligated to act as
successor Master Servicer or Servicer. The Trustee and the successor may agree
upon the servicing compensation to be paid, which will not be greater than the
compensation of the Master Servicer or Servicer under the pooling and servicing


                                       69



agreement. The Trustee or the successor Master Servicer or Servicer will be
entitled to be reimbursed from the predecessor Master Servicer or Servicer (or
the Trust if the predecessor Master Servicer or Servicer is unable to fulfill
its obligations under the pooling and servicing agreement) for all costs
associated with the transfer of servicing.

ENFORCEMENT

          No certificateholder of any series will have any right under a pooling
and servicing agreement to institute any proceeding with respect to the pooling
and servicing agreement unless the certificateholder previously has given to the
Trustee written notice of default and the continuance thereof and unless holders
of Certificates evidencing not less than 25% of each class of certificates
affected thereby have made written requests to the Trustee to institute a
proceeding in its own name as Trustee and have offered and provided to the
Trustee reasonable indemnity and the Trustee for 60 days has neglected or
refused to institute the proceeding. However, the Trustee is under no obligation
to exercise any of the trusts or powers vested in it by the pooling and
servicing agreement for any series or to make any investigation of matters
arising under the pooling and servicing agreement or to institute, conduct or
defend any litigation under the pooling and servicing agreement at the request,
order or direction of any certificateholders, unless those certificateholders
have offered and provided to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred.

AMENDMENT

          The pooling and servicing agreement for each series may be amended by
the Depositor, the Sponsor (if a party thereto), the Master Servicer, the
Servicer and the Trustee, without notice to or the consent of any
certificateholder to, among other things:

          o    cure any ambiguity or mistake;

          o    correct or supplement any provision that may be inconsistent with
               any other provision of the pooling and servicing agreement or the
               related prospectus supplement;

          o    comply with any requirements imposed by the Code or any tax
               regulation; or

          o    make any other provisions with respect to matters or questions
               arising under the pooling and servicing agreement which are not
               inconsistent with the provisions of the pooling and servicing
               agreement;

provided that the amendment will not adversely affect in any material respect
the interests of any certificateholder of that series.

          Any amendment should be deemed not to adversely affect in any material
respect the interests of any certificateholders if the Trustee receives written
confirmation from the rating agency rating the certificates that the amendment
will not cause that rating agency to reduce its then-current rating of the
Certificates. The pooling and servicing agreement for each series may also be
amended by the Depositor, the Sponsor (if a party thereto), the Master Servicer
and the Trustee with the consent of holders of Certificates evidencing not less
than 66?% of the aggregate voting rights of each class affected by the amendment
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 holders of Certificates of that series.
However, no amendment of this type may:

          o    reduce in any manner the amount of, or delay the timing of,
               payments received on Mortgage Loans or distributions that are
               required to be made in respect of any Certificate without the
               consent of the holder of the Certificate; or

          o    with respect to any series of Certificates, reduce the percentage
               of Certificates the holders of which are required to consent to
               any amendment without the consent of the holders of all
               outstanding Certificates of the series.


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LIST OF CERTIFICATEHOLDERS

          If the Trustee is not the certificate registrar for a series of
Certificates, upon written request of the Trustee, the certificate registrar
will provide to the Trustee within 30 days after the receipt of that request a
list of the names and addresses of all certificateholders of record of a series
as of the most recent record date. Upon written request of three or more
certificateholders of record of a series of Certificates, for purposes of
communicating with other certificateholders with respect to their rights under
the pooling and servicing agreement for that series, the Trustee will afford
those certificateholders access during business hours to the most recent list of
certificateholders of that series held by the Trustee.

TERMINATION; REPURCHASE OF MORTGAGE LOANS AND MORTGAGE CERTIFICATES

          The obligations of the Depositor, the Sponsor (if a party thereto),
the Master Servicer, the Servicer and the Trustee created by the pooling and
servicing agreement will terminate upon the earlier of:

          o    the maturity or other liquidation of the last Mortgage Loan or
               Mortgage Certificate in the related Trust Estate and the
               disposition of all property acquired upon foreclosure of any
               Mortgage Loan; and

          o    the payment to certificateholders of that series of all amounts
               required to be paid to them pursuant to the pooling and servicing
               agreement.

In no event, however, will the Trust Estate created by any pooling and servicing
agreement continue beyond the expiration of 21 years from the death of the
survivor of the persons named in the pooling and servicing agreement. For each
series of Certificates, the Trustee will give written notice of termination of
the pooling and servicing agreement to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Depositor and specified in
the notice of termination. The termination of the Trust is required to be
effected in a manner consistent with applicable federal income tax regulations
and the REMIC status of any REMIC.

          The pooling and servicing agreement for each series may permit the
Master Servicer or any other entity specified in the related prospectus
supplement to repurchase, or permit or require the Trustee to auction, all or a
portion of the remaining Mortgage Loans or Mortgage Certificates and property
acquired in respect of a Mortgage Loan, at a purchase price generally equal to
the unpaid principal balance of the Mortgage Loans in the applicable group or
groups plus the fair market value of any related mortgaged properties acquired
upon foreclosure of the related Mortgage Loans, together with accrued and unpaid
interest at the applicable mortgage interest rate on the related Mortgage Loans.
However, if the pooling and servicing agreement for a series permits the
Depositor to exercise the purchase option, for so long as the Depositor is
subject to regulation by the OCC, the FDIC, the Federal Reserve or the OTS, the
Depositor may exercise its purchase option only if the aggregate fair market
value of the Mortgage Loans and REO Properties is greater than or equal to the
purchase price described in the preceding sentence. The exercise of this right
will effect early retirement of the Certificates of that series, but the Master
Servicer's or other party's right so to repurchase is subject to the aggregate
principal balances of the Mortgage Loans at the time of repurchase being less
than the percentage of the aggregate initial principal amount of all
Certificates of that series at the Cut-off Date specified in the related
prospectus supplement.

          Distributions in respect of an optional purchase described above will
be paid to Certificateholders (or in the case of the optional purchase of one or
more, but less than all, groups of Mortgage Loans, to Certificateholders
entitled to distributions from that group or groups) in order of their priority
of distribution as described in the applicable prospectus supplement. The
proceeds from an optional purchase may not be sufficient to distribute the full
amount to which each class of Certificates is entitled if the purchase price is
based in part on the fair market value of the REO Property and this fair market
value is less than the unpaid principal balance of the related Mortgage Loan.

          The holders of the Residual Certificates of a series of REMIC
Certificates may have the option to purchase the remaining Mortgage Assets
included in the Trust Estate. This option will be exercisable, in the case of
holders of Residual Certificates, at the time and under the circumstances
specified in the related prospectus supplement. For


                                       71



this type of purchase to take place, the Trustee must receive an opinion of
counsel that the repurchase and related distributions to certificateholders:

          o    will be part of a "qualified liquidation" as defined in Code
               Section 860F(a)(4)(A);

          o    will not cause the REMIC to be treated as an association taxable
               as a corporation; and

          o    will not otherwise subject the REMIC to tax.

          For each series, the Trustee will give written notice of termination
of the pooling and servicing agreement to each certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency of the Trustee specified in the notice of
termination.

THE TRUSTEE

          The Trustee for each series of Certificates will be named in the
related prospectus supplement. The Trustee may have normal banking relationships
with the Depositor, any Originator, any Master Servicer, any Servicer and/or any
subservicer. With respect to certain series of Certificates, a securities
administrator or other entity specified in the related prospectus supplement may
perform certain duties and functions normally performed by the Trustee. Any
securities administrator or other such entity will be a party to the pooling and
servicing agreement and will be named in the applicable prospectus supplement.
Any securities administrator or other such entity will have obligations and
rights similar to the Trustee as described herein.

          The Trustee generally will be responsible under each pooling and
servicing agreement for providing general administrative services for the Trust
Estate for any series, including, among other things, (i) establishing and
maintaining the Distribution Account; (ii) calculation of the amounts payable to
certificateholders on each Distribution Date; (iii) making distributions to
certificateholders; (iv) preparation of federal and applicable state and local
tax and information returns; (v) preparation of reports, if any, required under
the Securities Exchange Act of 1934, as amended; (vi) maintaining any mortgage
pool insurance policy, mortgagor bankruptcy bond, special hazard insurance
policy or other form of credit enhancement that may be required with respect to
any series; and (vii) making Periodic Advances on the Mortgage Loans to the
limited extent described under "The Pooling and Servicing Agreement--Periodic
Advances and Servicing Advances," if those amounts are not advanced by a
Servicer or the Master Servicer.

          The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to indemnification by the Trust Estate and held
harmless against any loss, liability or expense (including reasonable attorney's
fees) (a) incurred in connection with any claim or legal action relating to (i)
the pooling and servicing agreement, (ii) the Certificates, or (iii) the
performance of any of the Trustee's duties under the pooling and servicing
agreement, unless the loss, liability or expense was incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of any of
the Trustee's duties under the pooling and servicing agreement, (b) resulting
from any tax or information return which was prepared by, or should have been
prepared by, the applicable Servicer, Master Servicer or securities
administrator and (c) arising out of the transfer of any Certificate not in
compliance with ERISA.

          The Trustee generally shall not be entitled to payment or
reimbursement for any routine ongoing expenses incurred by it in the ordinary
course of its duties as Trustee under the pooling and servicing agreement or for
any other expenses. If, however, one or more REMIC elections have been made, the
expense is unanticipated and did not arise from the Trustee's gross negligence,
bad faith or willful misconduct, the Trustee shall be entitled to reimbursement
from the Trust Estate for all reasonable expenses, disbursements and advances
incurred or made it in accordance with any of the provisions of the pooling and
servicing agreement to the extent permitted by Treasury regulations Section
1.860G-1(b)(3)(ii), which allows reimbursement for "unanticipated expenses."

          The Trustee may resign at any time, in which event the Master Servicer
or, if there is no Master Servicer, the Servicer(s) will be obligated to appoint
a successor trustee. The Master Servicer or, if there is no Master Servicer, the
Servicer(s) may also remove the Trustee if the Trustee ceases to be eligible to
act as Trustee under the


                                       72



pooling and servicing agreement, is incapable of acting or if the Trustee
becomes insolvent. Upon becoming aware of these circumstances, the Master
Servicer or, if there is no Master Servicer, the Servicer(s) will become
obligated to appoint a successor trustee. The Trustee may also be removed at any
time by the certificateholders evidencing not less than 50% of the voting rights
in the Trust Estate, except that any Certificate registered in the name of the
Depositor or any affiliate thereof will not be taken into account in determining
whether the requisite Voting Rights in the Trust Estate necessary to effect this
removal have been obtained. Any resignation and removal of the Trustee, and the
appointment of a successor trustee, will not become effective until acceptance
of the appointment by the successor trustee. The Trustee, and any successor
trustee, must be (a) an institution the deposits of which are fully insured by
the FDIC and (b) a corporation or banking association organized and doing
business under the laws of the United States of America or of any State,
authorized under those laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee, either an institution (i) the long term unsecured debt
obligations meet certain minimum ratings of the applicable rating agencies or
(ii) whose serving as Trustee would not result in the lowering of the ratings
originally assigned to any class of Certificates.

          Any costs associated with the appointment of a successor trustee are
required to be paid by the predecessor trustee and, if not paid, will be
reimbursed to the person incurring such costs from the assets of the related
Trust. Notwithstanding the foregoing, if the predecessor Trustee has been
removed by a vote of the holders of the Certificates as provided in the
paragraph above, any costs associated with the appointment of a successor
trustee will be reimbursed to the party incurring such costs from the assets of
the related Trust.

                   CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

          The following discussion contains summaries, which are general in
nature, of certain legal aspects of mortgage loans. Because these legal aspects
are governed by applicable state law, which laws may differ substantially, the
summaries are not exhaustive, do not reflect the laws of any particular state
and do not encompass the laws of all states in which the security for the
Mortgage Loans is situated. The summaries are qualified in their entirety by
reference to the applicable federal and state laws governing the Mortgage Loans.

GENERAL

          The Mortgages Loans will be secured by either deeds of trust,
mortgages, security deeds or deeds to secure debt creating a first lien,
depending upon the prevailing practice in the state in which the mortgaged
property is located. A mortgage creates a lien upon the real property encumbered
by the mortgage. It 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 in a county or municipal office. There are two parties to
a mortgage: the mortgagor, who is the borrower and homeowner, and the mortgagee,
who is the lender. Under the mortgage instrument, the mortgagor delivers to the
mortgagee a note or bond and the mortgage. Although a deed of trust is similar
to a mortgage, a deed of trust formally has three parties: the
borrower-homeowner, 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 that indicate on their face that they are
granted to secure an underlying debt. By executing a security deed or deed to
secure debt, the grantor conveys title to, as opposed to merely creating a lien
upon, the subject property to the grantee until the time 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, by the express provisions of the document and,
in some cases, with respect to some deeds of trust, by the directions of the
beneficiary.

CONDOMINIUMS

          Certain of the Mortgage Loans may be loans secured by condominium
units. The condominium building may be a multi-unit building or buildings, or a
group of buildings whether or not attached to each other, located on property
subject to condominium ownership. Condominium ownership is a form of ownership
of real property as to which each owner is entitled to the exclusive ownership
and possession of his or her individual condominium unit.


                                       73



The owner also owns a proportionate undivided interest in all parts of the
condominium building (other than the other individual condominium units) and all
areas or facilities, if any, for the common use of the condominium units. The
condominium unit owners appoint or elect the condominium association to govern
the affairs of the condominium.

COOPERATIVES

          Certain of the Mortgage Loans may be cooperative loans. The
Cooperative either owns all the real property that comprises the project,
including the land and the apartment building comprised of separate dwelling
units and common areas or leases the land generally by a long term ground lease
and owns the apartment building. The Cooperative is directly responsible for
project management and, in most cases, payment of real estate taxes and hazard
and liability insurance. If there is a blanket mortgage on the property and/or
underlying land, as is generally the case, the Cooperative, as project
mortgagor, is also responsible for meeting these mortgage obligations.
Ordinarily, the Cooperative incurs a blanket mortgage in connection with the
construction or purchase of the Cooperative's apartment building. The interest
of the occupants 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.

          The Cooperative is owned by tenant stockholders who, through ownership
of stock, shares or membership certificates in the corporation, receive
proprietary leases or occupancy agreements which confer exclusive rights to
occupy specific units. Generally, a tenant stockholder of a Cooperative must
make a monthly payment to the Cooperative representing such tenant stockholder's
pro rata share of the Cooperative's payments for its blanket mortgage, real
property taxes, maintenance expenses and other capital or ordinary expenses. In
a cooperative loan, an ownership interest in a Cooperative and accompanying
rights is financed through a cooperative share loan evidenced by a promissory
note and secured by a security interest in the occupancy agreement or
proprietary lease and in the related cooperative shares. The lender takes
possession of the share certificate and a counterpart of the proprietary lease
or occupancy agreement, and typically a financing statement covering the
proprietary lease or occupancy agreement and the cooperative shares is filed in
the appropriate state and local offices to perfect the lender's interest in its
collateral. Subject to the limitations discussed below, upon default of the
tenant stockholder, the lender may sue for judgment on the promissory note,
dispose of the collateral at a public or private sale or otherwise proceed
against the collateral or tenant stockholder as an individual as provided in the
security agreement covering the assignment of the proprietary lease or occupancy
agreement and the pledge of cooperative shares.

          See "Risk Factors--Collateral Securing Cooperative Loans May Diminish
in Value" in this prospectus.

FORECLOSURE

     MORTGAGES AND DEEDS OF TRUST

          Foreclosure of a mortgage is generally accomplished by judicial
action. Generally, the action is initiated by the service of legal pleadings
upon all parties having an interest in the real property. Delays in completion
of the foreclosure may occasionally result from difficulties in locating
necessary parties. Judicial foreclosure proceedings sometimes are not contested
by any of the parties. However, 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 judicial foreclosure, the court may issue a
judgment of foreclosure and appoint a referee or other court officer to conduct
the sale of the property. In some states, mortgages may also be foreclosed by
advertisement, pursuant to a power of sale provided in the mortgage. Foreclosure
of a mortgage by advertisement is essentially similar to foreclosure of a deed
of trust by non-judicial power of sale.

          Foreclosure of a deed of trust is generally accomplished by
non-judicial trustee's sale under a specific provision in the deed of trust
which authorizes the trustee to sell the property to a third party upon any
default by the borrower under the terms of the note or deed of trust. In some
states, the trustee must record a notice of default and send a copy to the
borrower or any person who has recorded a request for a copy of a notice of
default and notice of sale. In addition, the trustee must provide notice in some
states to any other individual having an interest in the real property,
including any junior lienholders. The borrower, or any other person having a
junior encumbrance on the real estate, may, during a reinstatement period, cure
the default by paying the entire amount in arrears, plus the costs


                                       74



and expenses incurred in enforcing the obligation. Generally, state law controls
the amount of foreclosure expenses and costs, including limiting attorneys'
fees, which may be recovered by a lender. 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 specified period of time in one or more newspapers. In
addition, some state laws require that a copy of the notice of sale be posted on
the property and sent to all parties having an interest of record in the real
property.

          In case of foreclosure under either a mortgage or a deed of trust, the
sale by the receiver or other designated officer or by the trustee is a public
sale. However, because of the difficulty a potential buyer at the sale would
have in determining the exact status of title and because the physical condition
of the property may have deteriorated during the foreclosure proceedings, it is
uncommon for a third party to purchase the property at a foreclosure sale.
Rather, it is common for the lender to purchase the property from the trustee or
receiver for an amount equal to the unpaid principal amount of the note, accrued
and unpaid interest and the expenses of foreclosure. Subject to the right of the
borrower in some states to remain in possession during the redemption period,
the lender then will assume the burdens of ownership, including obtaining
casualty insurance and making repairs at its expense that are necessary to
render the property suitable for sale. The lender will commonly obtain the
services of a real estate broker and pay the broker's commission in connection
with the sale of the property. Depending upon market conditions, the ultimate
proceeds of the sale of the property may not equal the lender's investment in
the property. Any loss may be reduced by the receipt of mortgage insurance
proceeds, if any, or by judicial action against the borrower for the deficiency.
See "--Anti-Deficiency Legislation, the Bankruptcy Code and Other Limitations on
Lenders" below.

     COOPERATIVES

          The cooperative shares owned by the tenant-stockholder and pledged to
the lender are, in almost all cases, subject to restrictions on transfer as set
forth in the Cooperative's certificate of incorporation and bylaws, as well as
in the proprietary lease or occupancy agreement, and may be cancelled by the
Cooperative for failure by the tenant-stockholder to pay rent or other
obligations or charges owed by the tenant-stockholder, including mechanics'
liens against the cooperative apartment building incurred by the
tenant-stockholder. The proprietary lease or occupancy agreement generally
permits the Cooperative to terminate the 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, if the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement, the Cooperative will take no action to terminate the lease or
agreement until the lender has been provided with an opportunity to cure the
default. The recognition agreement typically provides that if the proprietary
lease or occupancy agreement is terminated, the Cooperative will recognize the
lender's lien against proceeds from a sale of the cooperative apartment,
subject, however, to 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 upon a foreclosure on a
cooperative loan, the lender must obtain the approval or consent of the
Cooperative as required by the proprietary lease before transferring the
cooperative shares or assigning the proprietary lease. Generally, the lender is
not limited in any rights it may have to dispossess the tenant-stockholders.

          Foreclosure on cooperative shares is accomplished by a sale in
accordance with the provisions of Article 9 of the Uniform Commercial Code (the
"UCC") and the security agreement relating to those shares. Article 9 of the UCC
requires that a sale be conducted in a "commercially reasonable" manner. Whether
a foreclosure sale has been conducted in a "commercially reasonable" manner will
depend on the facts in each case. In determining commercial reasonableness, a
court will look to the notice given the debtor and the method, manner, time,
place and terms of the foreclosure. Generally, a sale conducted according to the
usual practice of banks selling similar collateral will be considered reasonably
conducted.


                                       75



          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 the
reimbursement is subject to the right of the cooperative corporation to receive
sums due under the proprietary lease or occupancy agreement. If there are
proceeds remaining, the lender must account to the tenant-stockholder for the
surplus. Conversely, if a portion of the indebtedness remains unpaid, the
tenant-stockholder is generally responsible for the deficiency. See
"--Anti-Deficiency Legislation, the Bankruptcy Code and Other Limitations on
Lenders" below.

     LEASEHOLDS

          Mortgage Loans may be secured by a mortgage on a ground lease.
Leasehold mortgages are subject to certain considerations not associated with
mortgage loans secured by the fee estate of the mortgagor. The most significant
of these considerations is that the ground lease creating the leasehold estate
could terminate, leaving the leasehold mortgagee without its security. The
ground lease may terminate if, among other reasons, the ground lessee breaches
or defaults in its obligations under the ground lease or there is a bankruptcy
of the ground lessee or the ground lessor. This possibility may be minimized if
the ground lease contains certain provisions protective of the mortgagee, but
the ground leases that secure Mortgage Loans may not contain all of these
protective provisions, and mortgages may not contain the other protection
discussed in the next paragraph. Protective ground lease provisions include the
right of the leasehold mortgagee to receive notices from the ground lessor of
any defaults by the mortgagor; the right to cure those defaults, with adequate
cure periods; if a default is not susceptible of cure by the leasehold
mortgagee, the right to acquire the leasehold estate through foreclosure or
otherwise; the ability of the ground lease to be assigned to and by the
leasehold mortgagee or purchaser at a foreclosure sale and for the simultaneous
release of the ground lessee's liabilities under the new lease; and the right of
the leasehold mortgagee to enter into a new ground lease with the ground lessor
on the same terms and conditions as the old ground lease upon a termination.

          In addition to the preceding protections, a leasehold mortgagee may
require that the ground lease or leasehold mortgage prohibit the ground lessee
from treating the ground lease as terminated in the event of the ground lessor's
bankruptcy and rejection of the ground lease by the trustee for the
debtor-ground lessor. As further protection, a leasehold mortgage may provide
for the assignment of the debtor-ground lessee's right to reject a lease
pursuant to Section 365 of the Bankruptcy Reform Act of 1978, as amended (11
U.S.C.) (the "BANKRUPTCY CODE"), although the enforceability of that clause has
not been established. Without the protections described in the preceding
paragraph, a leasehold mortgagee may lose the collateral securing its leasehold
mortgage. In addition, terms and conditions of a leasehold mortgage are subject
to the terms and conditions of the ground lease. Although certain rights given
to a ground lessee can be limited by the terms of a leasehold mortgage, the
rights of a ground lessee or a leasehold mortgagee with respect to, among other
things, insurance, casualty and condemnation will be governed by the provisions
of the ground lease.

RIGHTS OF REDEMPTION

          In some states, after sale pursuant to a deed of trust or foreclosure
of the mortgage, the borrower and foreclosed junior lienors are given a
statutory period in which to redeem the property from the foreclosure sale. The
right of redemption should be distinguished from the equity of redemption, which
is a nonstatutory right that must be exercised prior to the foreclosure sale. In
some states where the right of redemption is available, redemption may occur
only upon payment of the foreclosure purchase price, expenses of foreclosure,
accrued interest and taxes. In other states, redemption may be authorized if the
former borrower pays only a portion of the sums due. The effect of a statutory
right of redemption is to delay the ability of the lender to sell the foreclosed
property. The exercise of a right of redemption would defeat the title of any
purchaser at a foreclosure sale, or 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 maintain the property and pay
the expenses of ownership until the redemption period has run.

ANTI-DEFICIENCY LEGISLATION, THE BANKRUPTCY CODE AND OTHER LIMITATIONS ON
LENDERS

          Certain states have imposed statutory prohibitions that restrict or
eliminate the remedies of a beneficiary under a deed of trust or a mortgagee
under a mortgage. In some states, statutes limit the right of the beneficiary or
mortgagee to obtain a deficiency judgment against the borrower following
foreclosure or sale under a deed of trust.


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A deficiency judgment would be a personal judgment against the former borrower
equal in most cases to the difference between the net amount realized upon the
public sale of the real property and the amount due to the lender. Other
statutes may require the beneficiary or mortgagee to exhaust the security
afforded under a deed of trust or mortgage by foreclosure in an attempt to
satisfy the full debt before bringing a personal action against the borrower.
Finally, other statutory provisions may limit any deficiency judgment against
the former borrower following a judicial sale to the excess of the outstanding
debt over the fair market value of the property at the time of the public sale.
The purpose of these statutes is to prevent a beneficiary or a mortgagee from
obtaining a large deficiency judgment against the former mortgagor as a result
of low or no bids at the foreclosure sale.

          Generally, Article 9 of the UCC governs foreclosure on cooperative
shares and the related proprietary lease or occupancy agreement and foreclosure
on the beneficial interest in a land trust. Some courts have interpreted Section
9-610 of the UCC to prohibit a deficiency award unless the creditor establishes
that the sale of the collateral (which, in the case of a Mortgage Loan secured
by shares of a cooperative, would be the shares and the related proprietary
lease or occupancy agreement) was conducted in a commercially reasonable manner.

          The Master Servicer generally will not be required under the pooling
and servicing agreement to pursue deficiency judgments on the Mortgage Loans
even if permitted by law.

          In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the Bankruptcy Code, and state
laws affording relief to debtors may interfere with or affect the ability of a
secured mortgage lender to obtain payment of a mortgage loan, to realize upon
collateral and/or enforce a deficiency judgment. For example, under the
Bankruptcy Code, virtually all actions (including foreclosure actions and
deficiency judgment proceedings) are automatically stayed upon the filing of a
bankruptcy petition and, usually, no interest or principal payments are made
during the course of the bankruptcy case. Foreclosure of an interest in real
property of a debtor in a case under the Bankruptcy Code can typically occur
only if the bankruptcy court vacates the stay, which is an action the court may
be reluctant to take, particularly if the debtor has the prospect of
restructuring his or her debts and the mortgage collateral is not deteriorating
in value. The delay and the consequences thereof caused by the automatic stay
can be significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay a senior lender from
taking action to foreclose.

          A homeowner may file for relief under the Bankruptcy Code under any of
three different chapters of the Bankruptcy Code.

          o    Under Chapter 7, the assets of the debtor are liquidated and a
               lender secured by a lien may "bid in" (i.e., bid up to the amount
               of the debt) at the sale of the asset. See "--Foreclosure."

          o    Under Chapter 11, a homeowner can reorganize his or her debts
               through his or her reorganization plan.

          o    Under Chapter 13, a homeowner can address his or her debts in a
               rehabilitation plan. Chapter 13 is often referred to as the "wage
               earner chapter" or "consumer chapter" because most individuals
               seeking to restructure their debts file for relief under Chapter
               13 rather than Chapter 11.

          The Bankruptcy Code permits a mortgage loan that is secured by
property that does not consist solely of the debtor's principal residence to be
modified without the consent of the lender provided certain substantive and
procedural safeguards are met. Under the Bankruptcy Code, the lender's security
interest may be reduced to the then-current value of the property as determined
by the court if the value is less than the amount due on the loan, thereby
leaving the lender as a general unsecured creditor for the difference between
the value of the collateral and the outstanding balance of the mortgage loan. A
borrower's unsecured indebtedness will typically be discharged in full upon
payment of a substantially reduced amount. Other modifications to a mortgage
loan may include a reduction in the amount of each scheduled payment, which
reduction may result from a reduction in the rate of interest, an alteration of
the repayment schedule, an extension of the final maturity date, and/or a
reduction in the outstanding balance of the secured portion of the loan. In
certain circumstances, subject to the court's approval, a debtor in a case under
Chapter 11 of the Bankruptcy Code may have the power to grant liens senior to
the lien of a mortgage.


                                       77



          A reorganization plan under Chapter 11 and a rehabilitation plan under
Chapter 13 of the Bankruptcy Code may each allow a debtor to cure a default with
respect to a mortgage loan on the debtor's residence by paying arrearages over a
period of time and to deaccelerate and reinstate the original mortgage loan
payment schedule, even though the lender accelerated the loan and a final
judgment of foreclosure had been entered in state court (provided no sale of the
property had yet occurred) prior to the filing of the debtor's petition under
the Bankruptcy Code. Under a Chapter 13 plan, curing of defaults must be
accomplished within the five year maximum term permitted for repayment plans,
with the term commencing when the repayment plan becomes effective, while
defaults may be cured over a longer period of time under a Chapter 11 plan of
reorganization.

          Generally, a repayment plan in a case under Chapter 13 and a plan of
reorganization under Chapter 11 may not modify the claim of a mortgage lender if
the borrower elects to retain the property, the property is the borrower's
principal residence and the property is the lender's only collateral. Certain
courts have allowed modifications when the mortgage loan is secured both by the
debtor's principal residence and by collateral that is not "inextricably bound"
to the real property, such as appliances, machinery, or furniture.

          The general protection for mortgages secured only by the debtor's
principal residence is not applicable in a case under Chapter 13 if the last
payment on the original payment schedule is due before the final date for
payment under the debtor's Chapter 13 plan (which date could be up to five years
after the debtor emerges from bankruptcy). Under several recently decided cases,
the terms of this type of loan can be modified in the manner described above.
While these decisions are contrary to the holding in a prior case by a senior
appellate court, it is possible that the later decisions will become the
accepted interpretation in view of the language of the applicable statutory
provision. If this interpretation is adopted by a court considering the
treatment in a Chapter 13 repayment plan of a Mortgage Loan, it is possible that
the Mortgage Loan could be modified.

          State statutes and general principles of equity may also provide a
mortgagor with a means to halt a foreclosure proceeding or sale and to force a
restructuring of a mortgage loan on terms a lender would not otherwise accept.

          In a bankruptcy or similar proceeding of a mortgagor, action may be
taken seeking the recovery, as a preferential transfer or on other grounds, of
any payments made by the mortgagor under the related mortgage loan prior to the
bankruptcy or similar proceeding. Payments on long-term debt may be protected
from recovery as preferences if they are payments in the ordinary course of
business made on debts incurred in the ordinary course of business or if the
value of the collateral exceeds the debt at the time of payment. Whether any
particular payment would be protected depends upon the facts specific to a
particular transaction.

          A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of a
payment to the lender. Moreover, the laws of certain states also give priority
to certain tax and mechanics liens over the lien of a mortgage. Under the
Bankruptcy Code, if the court finds that actions of the mortgagee have been
unreasonable and inequitable, the lien of the related mortgage may be
subordinated to the claims of unsecured creditors.

          The Code provides priority to certain tax liens over the lien of the
mortgage. 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, Real Estate Settlement Procedures Act, Equal
Credit Opportunity Act, 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 applicable laws. In some cases, this liability may affect assignees of
the Mortgage Loans.


                                       78



TEXAS HOME EQUITY LOANS

          Generally, any "cash-out" refinance or other non-purchase money
transaction (except for certain rate or term refinance loans and certain other
narrow exceptions) secured by a Texas resident's principal residence is subject
to the provisions set forth in Section 50(a)(6) of Article XVI of the
Constitution of Texas and its implementing statutes and regulations (the "TEXAS
HOME EQUITY LAWS"). The Texas Home Equity Laws provide for:

          o    certain disclosure requirements,

          o    caps on allowable fees,

          o    required loan closing procedures and

          o    certain other restrictions.

Failure, inadvertent or otherwise, to comply with any requirement may render a
Mortgage Loan unenforceable and/or the lien on a mortgaged property voidable
unless cured within 60 days after the borrower provides notice of the defect to
the lender. Because mortgage loans which are subject to the Texas Home Equity
Laws can be foreclosed only pursuant to court order, rather than non-judicial
foreclosures as is available for other types of mortgage loans in Texas, delays
and increased losses may result in connection with foreclosures of those loans.
If a court were to find that any requirement of the Texas Home Equity Laws was
not satisfied, the court could:

          o    refuse to allow foreclosure to proceed,

          o    declare the lien on a mortgaged property to be void, and/or

          o    require the originating lender or the holder of the note to
               forfeit some or all principal and interest of the related
               Mortgage Loan.

Title insurance generally available on those Mortgage Loans may exclude coverage
for some of the risks described in this paragraph.

"DUE-ON-SALE" CLAUSES

          The forms of note, mortgage and deed of trust relating to Mortgage
Loans may contain a "due-on-sale" clause permitting acceleration of the maturity
of a loan if the borrower transfers its interest in the property. Court
decisions and legislative actions placed substantial restrictions on the right
of lenders to enforce these clauses in many states. However, effective October
15, 1982, Congress enacted the Garn-St Germain Depository Institutions Act of
1982 (the "GARN ACT") which purports to preempt state laws which prohibit the
enforcement of "due-on-sale" clauses by providing, among other matters, that
"due-on-sale" clauses in certain loans (which loans may include the Mortgage
Loans) made after the effective date of the Garn Act are enforceable, within
certain limitations as set forth in the Garn Act and the regulations promulgated
thereunder. "Due-on-sale" clauses contained in mortgage loans originated by
federal savings and loan associations or federal savings banks are fully
enforceable pursuant to regulations of the OTS, as successor to the Federal Home
Loan Bank Board, which preempt state law restrictions on the enforcement of
these clauses. Similarly, "due-on-sale" clauses in mortgage loans made by
national banks and federal credit unions are now fully enforceable pursuant to
preemptive regulations of the Comptroller of the Currency and the National
Credit Union Administration, respectively.

          The Garn Act created a limited exemption from its general rule of
enforceability for "due-on-sale" clauses in certain mortgage loans ("WINDOW
PERIOD LOANS") which were originated by non-federal lenders and made or assumed
in certain states ("WINDOW PERIOD STATES") during the period, prior to October
15, 1982, in which that state prohibited the enforcement of "due-on-sale"
clauses by constitutional provision, statute or statewide court decision (the
"WINDOW PERIOD"). Though neither the Garn Act nor the OTS regulations actually
names the Window Period States, Freddie Mac has taken the position, in
prescribing mortgage loan servicing standards with respect to


                                       79



mortgage loans which it has purchased, that the Window Period States were:
Arizona, Arkansas, California, Colorado, Georgia, Iowa, Michigan, Minnesota, New
Mexico, Utah and Washington. Under the Garn Act, unless a Window Period State
took action by October 15, 1985, the end of the Window Period, to further
regulate enforcement of "due-on sale" clauses in Window Period Loans,
"due-on-sale" clauses would become enforceable even in Window Period Loans. Five
of the Window Period States (Arizona, Minnesota, Michigan, New Mexico and Utah)
have taken actions which restrict the enforceability of "due-on-sale" clauses in
Window Period Loans beyond October 15, 1985. The actions taken vary among these
states.

          By virtue of the Garn Act, a Servicer may generally be permitted to
accelerate any Mortgage Loan which contains a "due-on-sale" clause upon transfer
of an interest in the property subject to the mortgage or deed of trust. With
respect to any Mortgage Loan secured by a residence occupied or to be occupied
by the borrower, this ability to accelerate will not apply to certain types of
transfers, including (i) the granting of a leasehold interest which has a term
of three years or less and which does not contain an option to purchase; (ii) a
transfer to a relative resulting from the death of a borrower, or a transfer
where the spouse or children become an owner of the property in each case where
the transferee(s) will occupy the property; (iii) a transfer resulting from a
decree of dissolution of marriage, legal separation agreement or from an
incidental property settlement agreement by which the spouse becomes an owner of
the property; (iv) the creation of a lien or other encumbrance subordinate to
the lender's security instrument which does not relate to a transfer of rights
of occupancy in the property (provided that the lien or encumbrance is not
created pursuant to a contract for deed); (v) a transfer by devise, descent or
operation of law on the death of a joint tenant or tenant by the entirety; (vi)
a transfer into an inter vivos trust in which the borrower is the beneficiary
and which does not relate to a transfer of rights of occupancy; and (vii) other
transfers as set forth in the Garn Act and the regulations thereunder.
Regulations promulgated under the Garn Act also prohibit the imposition of a
prepayment penalty upon the acceleration of a loan pursuant to a due-on-sale
clause. The extent of the effect of the Garn Act on the average lives and
delinquency rates of the Mortgage Loans cannot be predicted. See "Prepayment and
Yield Considerations."

APPLICABILITY OF USURY LAWS

          Title V of the Depository Institutions Deregulation and Monetary
Control Act of 1980, enacted in March 1980 ("TITLE V"), provides that state
usury limitations shall not apply to certain types of residential first mortgage
loans originated by certain lenders after March 31, 1980. The OTS, 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 interest rate limits by adopting,
before April 1, 1983, a law or constitutional provision which expressly rejects
application of the federal law. Currently, fifteen states have adopted laws
reimposing or reserving the right to reimpose interest rate limits. In addition,
even where Title V is not so rejected, any state is authorized by the law to
adopt a provision limiting discount points or other charges on mortgage loans
covered by Title V. Certain states have taken action to reimpose interest rate
limits and/or to limit discount points or other charges.

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS

          Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger a seizure and forfeiture include, among
others, violations of the Racketeer Influenced and Corrupt Organizations Act,
the Bank Secrecy Act, the anti-money laundering laws and regulations, including
the USA Patriot Act of 2001 and the regulations issued thereunder, as well as
the narcotic drug laws. In many instances, the United States may seize the
property even before a conviction occurs.

          In the event of a forfeiture proceeding, a lender may be able to
establish its interest in the property by proving that (i) its mortgage was
executed and recorded before the commission of the illegal conduct from which
the assets used to purchase or improve the property were derived or before any
other crime upon which the forfeiture is based, or (2) the lender, at the time
of the execution of the mortgage, "did not know or was reasonably without cause
to believe that the property was subject to forfeiture." However, there can be
no assurance that this defense will be successful.


                                       80



HOMEOWNERS PROTECTION ACT OF 1998

          The Homeowners Protection Act of 1998 ("HOPA") provides for certain
disclosure and termination requirements for primary mortgage insurance. The
termination provisions of HOPA apply only to mortgage loans relating to
single-family primary residences originated on or after July 29, 1999. The
termination provisions govern when a mortgagor may cancel the requirement to
maintain primary mortgage insurance and when the requirement to maintain primary
mortgage insurance is automatically terminated. In general, voluntary
termination is permitted when the principal balance of a mortgage loan is
reduced to 80% of the original property value and automatic termination occurs
when the principal balance of a mortgage loan is reduced to 78% of the original
property value. The disclosure requirements of HOPA vary depending on whether
the mortgage loan was originated before or after July 29, 1999. These disclosure
requirements include notification of the circumstances under which a mortgagor
may cancel primary mortgage insurance, the date when primary mortgage insurance
automatically terminates and servicer contact information. In addition, HOPA
provides that no later than 30 days after cancellation or termination of primary
mortgage insurance, the servicer shall provide written notification that primary
mortgage insurance is terminated and no further payments are due or payable. Any
servicer, mortgagee or mortgage insurer that violates provisions of HOPA is
subject to possible liability which includes, but is not limited to, actual
damages, statutory damages and reasonable attorney's fees.

SERVICEMEMBERS CIVIL RELIEF ACT AND SIMILAR LAWS

          Generally, under the terms of the Servicemembers Civil Relief Act (the
"RELIEF ACT"), a borrower who enters military service after the origination of
their Mortgage Loan (including a borrower who is a member of the National Guard
or is in reserve status at the time of the origination of the Mortgage Loan and
is later called to active duty) may not be charged interest, including fees and
charges, in excess of 6% per annum during the period of the borrower's active
duty status. In addition to adjusting the interest, the lender must forgive this
interest in excess of 6% per annum, unless a court or administrative agency
orders otherwise upon the application of the lender. It is possible that the
Relief Act could have an effect, for an indeterminate period of time, on the
ability of the Servicer to collect full amounts of interest on certain of the
Mortgage Loans in a Trust Estate. Any shortfall in interest collections
resulting from the application of the Relief Act or any amendment thereto could
result in losses to the holders of the Certificates of the related series.
Further, the Relief Act imposes limitations which would impair the ability of
the Servicer to foreclose on an affected Mortgage Loan during the borrower's
period of active duty status. Thus, in the event that an affected Mortgage Loan
goes into default, there may be delays and losses occasioned by the inability to
realize upon the Mortgaged Property in a timely fashion. In addition, the Relief
Act provides broad discretion for a court to modify a mortgage loan upon
application of the mortgagor. Certain states have enacted comparable legislation
which may lead to the modification of a mortgage loan or interfere with or
affect the ability of the Servicer to timely collect payments of principal and
interest on, or to foreclose on, Mortgage Loans of borrowers in these states who
are active or reserve members of the armed services or national guard. For
example, California has extended legislation providing protection equivalent to
that provided by the Relief Act to California national guard members called up
for active service by the Governor or President and reservists called to active
duty.

ENVIRONMENTAL CONSIDERATIONS

          A lender may be subject to unforeseen environmental risks when taking
a security interest in real or personal property. Property subject to a security
interest may be subject to federal, state, and local laws and regulations
relating to environmental protection. These laws may regulate, among other
things:

          o    emissions of air pollutants;

          o    discharges of wastewater or storm water;

          o    generation, transport, storage or disposal of hazardous waste or
               hazardous substances;

          o    operation, closure and removal of underground storage tanks;


                                       81



          o    removal and disposal of asbestos-containing materials; and/or

          o    management of electrical or other equipment containing
               polychlorinated biphenyls.

          Failure to comply with these laws and regulations may result in
significant penalties, including civil and criminal fines. Under the laws of
certain states, environmental contamination on a property may give rise to a
lien on the property to ensure the availability and/or reimbursement of cleanup
costs. Generally all subsequent liens on a property are subordinated to these
environmental liens and, in some states, even prior recorded liens are
subordinated to these liens. In the latter states, the security interest of the
Trustee in a property that is subject to this type of lien could be adversely
affected. Environmental contamination on a property is likely to have a negative
impact on the value of the property, which may lead to losses on the related
series of Certificates.

          Under the federal Comprehensive Environmental Response Compensation
and Liability Act, as amended ("CERCLA"), and under state law in certain states,
a secured party that takes a deed in lieu of foreclosure, purchases a mortgaged
property at a foreclosure sale, operates a mortgaged property or undertakes
certain types of activities that may constitute management of the mortgaged
property may become liable in certain circumstances for the costs of remedial
action or cleanup costs if hazardous wastes or hazardous substances have been
released or disposed of on the property. The cleanup costs may be substantial.
CERCLA imposes strict, as well as joint and several, liability for environmental
remediation and/or damage costs on several classes of "potentially responsible
parties," including current "owners and/or operators" of property, irrespective
of whether those owners or operators caused or contributed to contamination on
the property. In addition, owners and operators of properties that generate
hazardous substances that are disposed of at other "off-site" locations may be
held strictly, as well as jointly and severally, liable for environmental
remediation and/or damages at those off-site locations. Many states also have
laws that are similar to CERCLA. Liability under CERCLA or under similar state
law could exceed the value of the property itself as well as the aggregate
assets of the property owner.

          The law is unclear as to whether and under what precise circumstances
cleanup costs, or the obligation to take remedial actions, could be imposed on a
secured lender like a Trust Estate. Under the laws of some states and under
CERCLA, a lender may be liable as an "owner or operator" for costs of addressing
releases or threatened releases of hazardous substances on a mortgaged property
if the lender or its agents or employees have "participated in the management"
of the operations of the borrower, even though the environmental damage or
threat was caused by a prior owner or current owner or operator or other third
party. Excluded from CERCLA's definition of "owner or operator," is a person
"who without participating in the management of . . . [the] facility, holds
indicia of ownership primarily to protect his security interest" (the "CERCLA
SECURED-CREDITOR EXEMPTION"). This exemption for holders of a security interest
like a secured lender applies only if a lender seeks to protect its security
interest in the contaminated facility or property. Accordingly, if a lender's
activities begin to encroach on the actual management of a facility or property,
the lender faces potential liability as an "owner or operator" under CERCLA.
Similarly, when a lender forecloses and takes title to a contaminated facility
or property, the lender may incur potential CERCLA liability in various
circumstances, including among others, when it holds the facility or property as
an investment (including leasing the facility or property to a third party),
fails to market the property in a timely fashion or fails to properly address
environmental conditions at the property or facility.

          The Resource Conservation and Recovery Act, as amended ("RCRA"),
contains an exemption similar to the CERCLA Secured-Creditor Exemption (the
"RCRA SECURED-CREDITOR EXEMPTION")for those lenders who hold a security interest
in a petroleum underground storage tank or in real estate containing an
underground storage tank, or that acquire title to a petroleum underground
storage tank or facility or property on which a underground storage tank is
located. As under CERCLA, a lender may lose its RCRA Secured-Creditor Exemption
and be held liable under RCRA as a underground storage tank owner or operator if
the lender or its employees or agents participate in the management of the
underground storage tank. In addition, if the lender takes title to or
possession of the underground storage tank or the real estate containing the
underground storage tank, under certain circumstances the RCRA Secured-Creditor
Exemption may be deemed to be unavailable.

          A decision in May 1990 of the United States Court of Appeals for the
Eleventh Circuit in United States v. Fleet Factors Corp. very narrowly construed
the CERCLA Secured-Creditor Exemption. The court's opinion suggested that a
lender need not have involved itself in the day-to-day operations of the
facility or participated in


                                       82



decisions relating to hazardous waste to be liable under CERCLA; rather,
liability could attach to a lender if its involvement with the management of the
facility were broad enough to support the inference that the lender had the
capacity to influence the borrower's treatment of hazardous waste. The court
added that a lender's capacity to influence those decisions could be inferred
from the extent of its involvement in the facility's financial management. A
subsequent decision by the United States Court of Appeals for the Ninth Circuit
in In re Bergsoe Metal Corp., apparently disagreeing with, but not expressly
contradicting, the Fleet Factors court, held that a secured lender had no
liability absent "some actual management of the facility" on the part of the
lender.

          The Asset Conservation, Lender Liability and Deposit Insurance
Protection Act of 1996 (the "ASSET CONSERVATION ACT") was intended to clarify
the scope of the secured creditor exemption under both CERCLA and RCRA. The
Asset Conservation Act more clearly defined the kinds of "participation in
management" that would trigger liability under CERCLA and specified certain
activities that would not constitute "participation in management" or otherwise
result in a forfeiture of the CERCLA Secured-Creditor Exemption prior to
foreclosure or during a workout period. The Asset Conservation Act also
clarified the extent of protection against liability under CERCLA in the event
of foreclosure and authorized certain regulatory clarifications of the scope of
the RCRA Secured-Creditor Exemption for purposes of RCRA, similar to the
statutory protections under CERCLA. However, since the courts have not yet had
the opportunity to interpret the new statutory provisions, the scope of the
additional protections offered by the Asset Conservation Act is not fully
defined. It also is important to note that the Asset Conservation Act does not
offer complete protection to lenders and that the risk of liability remains.

          If a secured lender does become liable, it may be entitled to bring an
action for contribution against the owner or operator who created the
environmental contamination or against some other liable party, but that person
or entity may be bankrupt or otherwise judgment-proof. As a result, it is
possible that cleanup or other environmental liability costs could become a
liability of a Trust Estate and occasion a loss to a Trust Estate and to
certificateholders in certain circumstances. The new secured creditor amendments
to CERCLA, also, would not necessarily affect the potential for liability in
actions by either a state or a private party under other federal or state laws
which may impose liability on "owners or operators" but do not incorporate the
CERCLA Secured-Creditor Exemption.

          Traditionally, residential mortgage lenders have not taken steps to
evaluate whether hazardous wastes or hazardous substances are present with
respect to any mortgaged property prior to the origination of the mortgage loan
or prior to foreclosure or accepting a deed-in-lieu of foreclosure. Accordingly,
at the time the Mortgage Loans were originated these evaluations were not
required, nor are these evaluations required prior to foreclosure or accepting a
deed-in-lieu of foreclosure. Neither the Depositor nor any other entity makes
any representations or warranties or assumes any liability with respect to:

          o    the environmental condition of a mortgaged property;

          o    the absence, presence or effect of hazardous wastes or hazardous
               substances on any mortgaged property;

          o    any casualty resulting from the presence or effect of hazardous
               wastes or hazardous substances on, near or emanating from a
               mortgaged property;

          o    the impact on certificateholders of any environmental condition
               or presence of any substance on or near a mortgaged property; or

          o    the compliance of any mortgaged property with any environmental
               laws.

          In addition, no agent, person or entity otherwise affiliated with the
Depositor is authorized or able to make any similar representation, warranty or
assumption or liability relative to any Mortgaged Property. See "The Trust
Estates--The Mortgage Loans" and "--'Due-on-Sale' Clauses" above.


                                       83



ENFORCEABILITY OF CERTAIN PROVISIONS

          Standard forms of note, mortgage and deed of trust generally contain
provisions obligating the borrower to pay a late charge if payments are not
timely made and in some circumstances may provide for prepayment fees or
penalties if the obligation is paid prior to maturity. In certain states, there
are or may be specific limitations upon late charges which a lender may collect
from a borrower for delinquent payments. Certain states also limit the amounts
that a lender may collect from a borrower as an additional charge if the loan is
prepaid. Under the pooling and servicing agreement, late charges and prepayment
fees (to the extent permitted by law and not waived by the Servicer) will be
retained by the Servicer as additional servicing compensation.

          Courts have imposed general equitable principles upon foreclosure.
These equitable principles are generally designed to relieve the borrower from
the legal effect of defaults under the loan documents. Examples of judicial
remedies that may be fashioned include judicial requirements that the lender
undertake affirmative and expensive actions to determine the causes for the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's judgment and have required lenders to reinstate loans or recast
payment schedules to accommodate borrowers who are suffering from temporary
financial disability. In some cases, courts have limited the right of lenders to
foreclose if the default under the mortgage instrument is not monetary, such as
the borrower failing to adequately maintain the property or the borrower
executing a second mortgage or deed of trust affecting the property. In other
cases, some courts have been faced with the issue of whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that borrowers under the deeds of trust receive notices in addition to
the statutorily prescribed minimum requirements. For the most part, these cases
have upheld the notice provisions as being reasonable or found that the sale by
a trustee under a deed of trust or under a mortgage having a power of sale does
not involve sufficient state action to afford constitutional protections to the
borrower.

                           BENEFIT PLAN CONSIDERATIONS

GENERAL

          The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Code Section 4975 impose certain requirements on those employee
benefit plans and arrangements to which they apply and on those persons who are
fiduciaries with respect to these employee benefit plans and arrangements. The
following is a general discussion of these requirements, and certain applicable
exceptions to and administrative exemptions from these requirements.

          For purposes of this discussion, employee benefit plans and
arrangements to which both Title I of ERISA and the Code apply are referred to
as "ERISA PLANS." An individual retirement account established under Code
Section 408 (an "IRA") is an ERISA Plan if the IRA is endorsed by or contributed
to by the IRA participant's employer or employee organization. Other IRAs, as
well as certain employee benefit plans covering only self-employed individuals
(collectively, "NON-ERISA PLANS"), are not considered ERISA Plans, but these
Non-ERISA Plans are subject to ERISA-like requirements as well as the prohibited
transaction provisions of Code Section 4975. Employee benefit plans that are
governmental plans (as defined in Section 3(32) of ERISA) and certain church
plans (as defined in Section 3(33) of ERISA) (collectively, "EXEMPT PLANS") are
exempt from the provisions of Title I of ERISA and the prohibited transaction
provisions of Code Section 4975. Accordingly, Exempt Plans also are not
considered ERISA Plans, but these Exempt Plans may be subject to the provisions
and special requirements of other applicable federal, state and local law.
Exempt Plans, ERISA Plans and Non-ERISA Plans are collectively referred to as
"BENEFIT PLANS."

          Before purchasing any Certificates, an ERISA Plan fiduciary should
consult with its counsel and determine whether any prohibition to its purchase
exists under the requirements of ERISA or the Code, whether any prohibited
transaction exemption such as U.S. Department of Labor ("DOL") Prohibited
Transaction Class Exemption ("PTCE") 83-1 or any individual administrative
exemption (as described below) applies to its purchase, including whether the
required conditions for the exemption would be met, or whether any statutory
prohibited transaction exemption is applicable to that purchase. In addition, an
ERISA Plan fiduciary should consult the discussion relating to Benefit Plans in
the prospectus supplement relating to a series of Certificates.


                                       84



CERTAIN ERISA AND CODE REQUIREMENTS

     GENERAL

          In accordance with ERISA's general fiduciary standards, before
investing in a Certificate, an ERISA Plan fiduciary should determine whether
such an investment is permitted under the governing instruments of the ERISA
Plan and is appropriate for the ERISA Plan in view of its overall investment
policy and the composition and diversification of its portfolio. An ERISA Plan
fiduciary should especially consider the ERISA requirement of investment
prudence and the sensitivity of the return on the Certificates to the rate of
principal payments (including prepayments) on the Mortgage Loans, as discussed
under "Prepayment and Yield Considerations".

     PARTIES IN INTEREST/DISQUALIFIED PERSONS

          The provisions of Section 406 of ERISA (and corresponding provisions
of Code Section 4975) prohibit certain transactions involving the assets of an
ERISA Plan and persons who have certain specified relationships to the ERISA
Plan (so-called "parties in interest" within the meaning of ERISA or
"disqualified persons" within the meaning of the Code). The Depositor, an
Originator, the Sponsor, a Master Servicer, a Servicer or the Trustee or certain
of their affiliates might be or might become "parties in interest" or
"disqualified persons" with respect to an ERISA Plan. As a result, the
acquisition or holding of Certificates by or on behalf of an ERISA Plan could
give rise to a "prohibited transaction" within the meaning of ERISA and Code
Section 4975 unless an administrative exemption described below or some other
exemption is available.

          Special caution should be exercised before the assets of an ERISA Plan
(including assets that may be held in an insurance company's separate or general
accounts where assets in those accounts may be deemed plan assets for purposes
of ERISA) are used to purchase a Certificate if, with respect to those assets,
the Depositor, an Originator, the Sponsor, a Master Servicer, a Servicer or the
Trustee or one of their affiliates either (a) has investment discretion with
respect to the investment of the assets of the ERISA Plan; or (b) has authority
or responsibility to give, or regularly gives, investment advice with respect to
the assets for a fee and pursuant to an agreement or understanding that the
advice will serve as a primary basis for investment decisions with respect to
the assets and will be based on the particular investment needs of the ERISA
Plan.

         DELEGATION OF FIDUCIARY DUTY

          If an investing ERISA Plan's assets were deemed to include an
undivided ownership interest in the assets included in a Trust Estate, an ERISA
Plan's investment in the Certificates might be deemed to constitute a delegation
under ERISA of the duty to manage plan assets by the fiduciary deciding to
invest in the Certificates, and certain transactions involved in the operation
of the Trust Estate might be deemed to constitute prohibited transactions under
ERISA and Code Section 4975. Neither ERISA nor the Code define the term "plan
assets."

          The DOL has published regulations (the "DOL REGULATIONS") concerning
whether an ERISA Plan's assets would be deemed to include an interest in the
underlying assets of an entity (such as a Trust Estate) for purposes of the
reporting, disclosure and fiduciary responsibility provisions of ERISA, as well
as for the prohibited transaction provisions of ERISA and Code Section 4975, if
the ERISA Plan acquires an "equity interest" (such as a Certificate) in the
entity.

          Certain exceptions are provided in the DOL Regulations whereby an
investing ERISA Plan's assets would be deemed merely to include its interest in
the Certificates instead of being deemed to include an interest in the
underlying assets of the related Trust Estate. However, it cannot be predicted
in advance, nor can there be any continuing assurance whether the exceptions may
be met, because of the factual nature of certain of the rules set forth in the
DOL Regulations. For example, one of the exceptions in the DOL Regulations
states that the underlying assets of an entity will not be considered "plan
assets" if less than 25% of the value of all classes of equity interests are
held by "benefit plan investors," which term is defined to include ERISA Plans,
Non-ERISA Plans and Exempt Plans and any entity whose assets include "plan
assets" by reason of benefit plan investments in that entity, but this exception
is tested immediately after each acquisition of an equity interest in the entity
whether upon initial issuance or in the secondary market.


                                       85



          The Regulations provide that where an ERISA Plan acquires a
"guaranteed governmental mortgage pool certificate," the ERISA Plan's assets
include that certificate, but do not, solely by reason of the ERISA Plan's
holdings of that certificate, include any of the mortgage loans underlying that
certificate. The Regulations include in the definition of a "guaranteed
governmental mortgage pool certificate" the types of Freddie Mac Certificates,
Ginnie Mae Certificates and Fannie Mae Certificates that may be included in a
Trust Estate underlying a series of Certificates. Accordingly, even if a
"guaranteed governmental mortgage pool certificates" included in a Trust Estate
were deemed to be assets of Plan investors, the mortgage loans underlying those
"guaranteed governmental mortgage pool certificates" would not be treated as
plan assets of those ERISA Plans. Private Certificates are not "guaranteed
governmental mortgage pool certificates." Potential ERISA Plan investors should
consult the discussion relating to Benefit Plans in the related prospectus
supplement before purchasing any those Certificates.

     APPLICABILITY TO NON-ERISA PLANS

          Since Non-ERISA Plans are subject to the prohibited transaction
provisions of the Code, the discussion above with respect to "disqualified
persons," prohibited transactions, delegation of fiduciary duty and plan assets
applies to Non-ERISA Plans as well as ERISA Plans.

ERISA ADMINISTRATIVE EXEMPTIONS

     INDIVIDUAL ADMINISTRATIVE EXEMPTIONS

          Several underwriters of mortgage-backed securities have received
individual administrative exemptions (each, an "UNDERWRITER'S EXEMPTION") from
certain of the prohibited transaction provisions of ERISA and Code Section 4975.
These Underwriter's Exemptions are broader in some respects than PTCE 83-1,
which is discussed below. These Underwriter's Exemptions apply only to
mortgage-backed securities that, among other conditions, are sold in an offering
for which the applicable underwriter serves as the sole or a managing
underwriter, or as a selling or placement agent. If an Underwriter's Exemption
might be applicable to a series of Certificates, the related prospectus
supplement will discuss that possibility.

          Among the conditions that must be satisfied for an Underwriter's
Exemption to apply are the following:

          o    the acquisition of the Certificates by an ERISA Plan is on terms
               (including the price for the Certificates) that are at least as
               favorable to the ERISA Plan as they would be in an arm's-length
               transaction with an unrelated party;

          o    the Certificates acquired by the ERISA Plan have received a
               rating at the time of acquisition that is one of the four highest
               generic rating categories from Standard & Poor's, a division of
               The McGraw-Hill Companies, Inc. ("S&P"), Moody's Investors
               Service, Inc. ("MOODY'S") or Fitch Ratings, Inc. ("FITCH");

          o    the Trustee must not be an affiliate of any other member of the
               Restricted Group (as described below) other than an underwriter;

          o    the sum of all payments made to and retained by the underwriters
               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 Depositor pursuant to the assignment of the Mortgage Loans to
               the Trust Estate represents not more than the fair market value
               of the Mortgage Loans; the sum of all payments made to and
               retained by the Master Servicer or any Servicer represents not
               more than reasonable compensation for the person's services under
               the agreement pursuant to which the loans are pooled and
               reimbursements of the person's reasonable expenses; and

          o    the ERISA Plan investing in the Certificates is an "accredited
               investor" as defined in Rule 501(a)(1) of Regulation D of the
               Commission under the Securities Act of 1933, as amended.


                                       86



          The Trust Estate must also meet the following requirements:

          o    the corpus of the Trust Estate must consist solely of assets of
               the type that have been included in other investment pools in the
               marketplace;

          o    certificates in those other investment pools must have been rated
               in one of the four highest rating categories of S&P, Moody's or
               Fitch for at least one year prior to the ERISA Plan's acquisition
               of the Certificates; and

          o    certificates evidencing interests in those other investment pools
               must have been purchased by investors other than ERISA Plans for
               at least one year prior to any ERISA Plan's acquisition of the
               Certificates.

          Notwithstanding the discussion above, special rules apply for the
application of an Underwriter's Exemption in the case of certificates backed by
pools containing residential or home equity loans with loan-to-value ratios in
excess of 100%.

          (a)  The rights and interests evidenced by the certificates acquired
               by ERISA Plans cannot be subordinated to the rights and interests
               evidenced by other certificates of the same trust;

          (b)  The certificates acquired by ERISA Plans must have received a
               rating from S&P, Moody's or Fitch at the time of the acquisition
               that is in one of the two highest generic rating categories; and

          (c)  The loan-to-value ratio (where the loan amount equals the sum of
               (i) the outstanding principal balance due under any obligation
               which is held by the issuing entity and (ii) the outstanding
               principal balance(s) of any other obligation(s) of higher
               priority (whether or not held by the issuing entity) which are
               secured by the same collateral) of the loans does not exceed
               125%.

          Moreover, an Underwriter's Exemption generally can provide relief from
certain self-dealing/conflict of interest prohibited transactions that may occur
when an ERISA Plan fiduciary causes an ERISA Plan to acquire and hold
Certificates in a Trust Estate as to which the fiduciary (or its affiliate) is
an obligor on the Mortgage Assets held in the Trust Estate; provided that, among
other requirements:

          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 ERISA Plans have invested is acquired by
               persons independent of the Restricted Group and at least 50% of
               the aggregate interest in the Trust Estate is acquired by persons
               independent of the Restricted Group;

          o    the fiduciary (or its affiliate) is an obligor with respect to 5%
               or less of the fair market value of the obligations contained in
               the Trust Estate;

          o    the ERISA 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 the ERISA Plan with respect to which that person is a
               fiduciary is invested in Certificates representing an interest in
               one or more trusts containing assets sold or serviced by the same
               entity.

          An Underwriter's Exemption does not apply to ERISA Plans sponsored by
the Depositor, the related underwriter, the Trustee, any Master Servicer, any
insurer with respect to the Mortgage Assets, any obligor with respect to
Mortgage Assets included in the Trust Estate constituting more than 5% of the
aggregate unamortized principal balance of the assets in the Trust Estate, or
any affiliate of those parties (collectively, the "RESTRICTED Group").

          The prospectus supplement for each series of Certificates will
indicate the classes of Certificates, if any, as to which an Underwriter's
Exemption should apply.


                                       87



     OTHER EXEMPTIONS

          In addition to making its own determination as to the availability of
the exemptive relief provided in the Underwriter's Exemptions, an ERISA Plan
fiduciary should consider the possible availability of any other prohibited
transaction exemptions and, in particular, PTCE 83-1 for Certain Transactions
Involving Mortgage Pool Investment Trusts. PTCE 83-1 permits certain
transactions involving the creation, maintenance and termination of certain
residential mortgage pools and the acquisition and holding of certain
residential mortgage pool pass-through certificates by ERISA Plans, whether or
not the ERISA Plan's assets would be deemed to include an ownership interest in
the mortgage loans in the mortgage pool, and whether or not the transactions
would otherwise be prohibited under ERISA or Code Section 4975.

          The term "mortgage pool pass-through certificate" is defined in PTCE
83-1 as "a certificate representing a beneficial undivided fractional interest
in a mortgage pool and entitling the holder of the certificate to pass-through
payment of principal and interest from the pooled mortgage loans, less any fees
retained by the pool sponsor." It appears that, for purposes of PTCE 83-1, the
term "mortgage pool pass-through certificate" would include Certificates issued
in a single class or in multiple classes that evidence the beneficial ownership
of both a specified percentage of future interest payments (after permitted
deductions) and a specified percentage of future principal payments on a Trust
Estate.

          However, it appears that PTCE 83-1 does not or might not apply to the
purchase and holding of:

          o    Certificates that evidence the beneficial ownership only of a
               specified percentage of future interest payments (after permitted
               deductions) from a Trust Estate or only of a specified percentage
               of future principal payments from a Trust Estate;

          o    Residual Certificates;

          o    Certificates evidencing ownership interests in a Trust Estate
               that includes Mortgage Loans secured by multifamily residential
               properties or shares issued by cooperative housing corporations;

          o    Subordinate Certificates;

          o    Certificates evidencing ownership interests in a Trust Estate
               containing Mortgage Certificates; or

          o    Certificates evidencing ownership interests in the reinvestment
               income of funds on deposit in the related Servicer Custodial
               Account, Master Servicer Custodial Account or Distribution
               Account.

          PTCE 83-1 sets forth "general conditions" and "specific conditions" to
its applicability. Section II of PTCE 83-1 sets forth the following general
conditions to the application of the exemption:

               (i) the maintenance of a system of insurance or other protection
          for the pooled mortgage loans and the property securing the loans, and
          for indemnifying certificateholders against reductions in pass-through
          payments due to property damage or defaults in loan payments;

               (ii) the existence of a pool trustee who is not an affiliate of
          the pool sponsor; and

               (iii) a requirement that the sum of all payments made to and
          retained by the pool sponsor, and all funds inuring to the benefit of
          the pool sponsor as a result of the administration of the mortgage
          pool, must represent not more than adequate consideration for selling
          the mortgage loans plus reasonable compensation for services provided
          by the pool sponsor to the pool.

          The system of insurance or protection referred to in clause (i) above
must provide protection and indemnification up to an amount not less than the
greater of one percent of the aggregate unpaid principal balance of the pooled
mortgages or the unpaid principal balance of the largest mortgage in the pool.
It should be noted that in


                                       88



promulgating PTCE 83-1 (and a predecessor exemption), the DOL did not have under
its consideration interests in pools of the exact nature as some of the
Certificates described herein.

NON-ERISA PLANS AND EXEMPT PLANS

          Although Non-ERISA Plans and Exempt Plans are not considered ERISA
Plans for purposes of the preceding discussion, Non-ERISA Plans are subject to
the prohibited transaction provisions of Code Section 4975, and both Non-ERISA
Plans and Exempt Plans may be subject to certain other ERISA-like requirements
of applicable law. As a result, before purchasing any Certificates by or on
behalf of a Non-ERISA Plan or any Exempt Plan, the prospective purchaser should
exercise special caution and should consult with its legal counsel concerning
the propriety and implications of its investment under the Code or other
applicable law.

UNRELATED BUSINESS TAXABLE INCOME--RESIDUAL CERTIFICATES

          The purchase of a Residual Certificate by an IRA or any employee
benefit plan qualified under Code Section 401(a) and exempt from taxation under
Code Section 501(a), including most varieties of Benefit Plans, may give rise to
"unrelated business taxable income" as described in Code Sections 511 through
515 and Code Section 860E. Further, prior to the purchase of Residual
Certificates, a prospective transferee may be required to provide an affidavit
to the transferor, the Trustee and the Depositor that it is not, nor is it
purchasing a Residential Certificate on behalf of, a "disqualified
organization," which term as defined herein includes certain tax-exempt entities
not subject to Code Section 511, including certain governmental plans. In
addition, prior to the transfer of a Residual Certificate, the Trustee may
require an opinion of counsel to the effect that the transferee is not a
Disqualified Organization and that the transfer will not subject the Trustee,
the Depositor, the Master Servicer or any Servicer to additional obligations
imposed by ERISA or the Code.

          DUE TO THE COMPLEXITY OF THESE RULES AND THE PENALTIES IMPOSED UPON
PERSONS INVOLVED IN PROHIBITED TRANSACTIONS, IT IS PARTICULARLY IMPORTANT THAT
POTENTIAL INVESTORS WHO ARE ACTING ON BEHALF OF A BENEFIT PLAN OR ANY OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT CONSULT WITH THEIR LEGAL COUNSEL REGARDING
THE CONSEQUENCES UNDER ERISA, THE CODE AND OTHER APPLICABLE LAW OF THEIR
ACQUISITION AND OWNERSHIP OF CERTIFICATES.

          THE SALE OF CERTIFICATES TO A BENEFIT PLAN OR ANY OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR
OR THE APPLICABLE UNDERWRITER THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL
REQUIREMENTS WITH RESPECT TO INVESTMENTS BY EMPLOYEE BENEFIT PLANS GENERALLY OR
ANY PARTICULAR PLAN OR ARRANGEMENT, OR THAT THIS INVESTMENT IS APPROPRIATE FOR
EMPLOYEE BENEFIT PLANS GENERALLY OR ANY PARTICULAR PLAN OR ARRANGEMENT.

                         LEGAL INVESTMENT CONSIDERATIONS

          If so specified in the related prospectus supplement, certain classes
of Certificates will constitute "mortgage related securities" for purposes of
the Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA").
Generally, the only classes of Offered Certificates which will qualify as
"mortgage related securities" will be those that (i) are rated in one of the two
highest rating categories by at least one nationally-recognized statistical
rating organization and (ii) are part of a series representing interests in a
Trust Estate consisting of Mortgage Loans originated by certain types of
originators specified in SMMEA and secured by first liens on real estate. The
appropriate characterization of those Certificates not qualifying as "mortgage
related securities" for purposes of SMMEA ("NON-SMMEA CERTIFICATES") under
various legal investment restrictions, and thus the ability of investors subject
to these restrictions to purchase those Certificates, may be subject to
significant interpretive uncertainties. Accordingly, all investors whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements, or review by regulatory authorities should
consult with their own legal advisors in determining whether and to what extent
the Non-SMMEA Certificates constitute legal investments for them.

          Those classes of Certificates qualifying as "mortgage related
securities" will constitute legal investments for persons, trusts, corporations,
partnerships, associations, business trusts and business entities (including
state-chartered depository institutions, insurance companies, trustees and
pension funds) created pursuant to or existing


                                       89



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 that, under applicable law, obligations issued by
or guaranteed as to principal and interest by the United States or any of its
agencies or instrumentalities constitute legal investments for those entities.

          Under SMMEA, a number of states enacted legislation, on or before the
October 3, 1991 cut-off for those enactments, limiting to varying extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA.

          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
"mortgage related securities" without limitation as to the percentage of their
assets represented thereby, federal credit unions may invest in those
securities, and national banks may purchase those securities for their own
account without regard to the limitations generally applicable to investment
securities set forth in 12 U.S.C.Section 24 (Seventh), subject in each case to
regulations the applicable federal regulatory authority may prescribe. In this
connection, the OCC has amended 12 C.F.R. Part 1 to authorize national banks to
purchase and sell for their own account, without limitation as to a percentage
of the bank's capital and surplus (but subject to compliance with certain
general standards in 12 C.F.R.Section 1.5 concerning "safety and soundness" and
retention of credit information), certain "Type IV securities," defined in 12
C.F.R. Section 1.2(m) to include certain "residential mortgage-related
securities." As so defined, "residential mortgage-related security" means, in
relevant part, "mortgage related security" within the meaning of SMMEA. The
National Credit Union Administration ("NCUA") has adopted rules, codified at 12
C.F.R. Part 703, which permit federal credit unions to invest in "mortgage
related securities," other than stripped mortgage related securities (unless the
credit union complies with the requirements of 12 C.F.R. Section 703.16(e) for
investing in those securities) and residual interests in mortgage related
securities, subject to compliance with general rules governing investment
policies and practices; however, credit unions approved for the NCUA's
"investment pilot program" under 12 C.F.R. Section 703.19 may be able to invest
in those prohibited forms of securities. The OTS has issued Thrift Bulletin 13a
(December 1, 1998), "Management of Interest Rate Risk, Investment Securities,
and Derivatives Activities," and Thrift Bulletin 73a (December 18, 2001),
"Investing in Complex Securities" which thrift institutions subject to the
jurisdiction of the OTS should consider before investing in any Certificates.

          All depository institutions considering an investment in the
Certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" of the Federal Financial
Institutions Examination Council, which has been adopted by the Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the OCC and the OTS, effective May 26, 1998, and by the NCUA,
effective October 1, 1998. This policy statement sets forth general guidelines
which depository institutions must follow in managing risks (including market,
credit, liquidity, operational (transaction), and legal risks) applicable to all
securities (including mortgage pass-through securities and mortgage-derivative
products) used for investment purposes.

          Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by those authorities before purchasing any of the
Certificates, as certain classes may be deemed unsuitable investments, or may
otherwise be restricted, under those rules, policies or guidelines (in certain
instances irrespective of SMMEA).

          The preceding discussion 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,
provisions which may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any Certificates
issued in book-entry form, provisions which may restrict or prohibit investments
in securities which are issued in book-entry form.

          Except as to the status of certain classes of the Certificates as
"mortgage related securities," no representations are made as to the proper
characterization of the Certificates for legal investment purposes, financial
institution regulatory purposes, or other purposes, or as to the ability of
particular investors to purchase Certificates under applicable legal investment
restrictions. The uncertainties described above (and any unfavorable future


                                       90



determinations concerning legal investment or financial institution regulatory
characteristics of the Certificates) may adversely affect the liquidity of the
Certificates.

          Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements, or
review by regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Certificates constitute legal
investments or are subject to investment, capital or other restrictions and, if
applicable, whether SMMEA has been overridden in any jurisdiction relevant to
that investor.

                         FEDERAL INCOME TAX CONSEQUENCES

          The following discussion is based on the advice of Orrick, Herrington
& Sutcliffe LLP, Cadwalader, Wickersham & Taft LLP or Hunton & Williams LLP as
to the anticipated material federal income tax consequences of the purchase,
ownership and disposition of the Securities offered hereunder. As to any
Securities offered pursuant hereto, Orrick, Herrington & Sutcliffe LLP,
Cadwalader, Wickersham & Taft LLP or Hunton & Williams LLP is of the opinion
that the following discussion, as supplemented by the discussion under the
heading "Federal Income Tax Consequences", if any, in the prospectus supplement
accompanying this prospectus with respect to those Securities, is correct in all
material respects as of the date of such prospectus supplement. Except as
specifically set forth elsewhere herein, the opinion set forth in the preceding
sentence is the only opinion being rendered with respect to tax matters
affecting the Securities offered hereunder by Orrick, Herrington & Sutcliffe
LLP, Cadwalader, Wickersham & Taft LLP or Hunton & Williams LLP. The opinion
stated above and the opinions specifically identified as such in the following
discussion are the only opinions that Orrick, Herrington & Sutcliffe LLP,
Cadwalader, Wickersham & Taft LLP or Hunton & Williams LLP has been asked to
render with respect to the tax consequences of the purchase, ownership and
dispositions of the securities offered under this prospectus and prospectus
supplement. This discussion is directed solely to Securityholders that hold the
Securities as capital assets within the meaning of Section 1221 of the Internal
Revenue Code of 1986, as amended (the "CODE") and does not purport to discuss
all federal income tax consequences that may be applicable to particular
categories of investors, some of which (such as banks, insurance companies and
foreign investors) may be subject to special rules.

          The authorities on which this discussion and the opinion referred to
below are based are subject to change or differing interpretations which could
apply retroactively. Prospective investors should note that no rulings have been
or will be sought from the IRS with respect to any of the federal income tax
consequences discussed below, and no assurance can be given that the IRS will
not take contrary positions. Taxpayers and preparers of tax returns, including
those filed by any REMIC or other issuer, should be aware that under applicable
Treasury regulations a provider of advice on specific issues of law is not
considered an income tax return preparer unless the advice (1) is given with
respect to events that have occurred at the time the advice is rendered and is
not given with respect to the consequences of contemplated actions, and (2) is
directly relevant to the determination of an entry on a tax return. If penalties
were asserted against purchasers of the Securities offered hereunder in respect
of their treatment of the Securities for tax purposes, the summary of tax
considerations contained, or the opinions stated, herein and in the prospectus
supplement may not meet the conditions necessary for purchasers' reliance on
that summary, or those opinions, to exculpate them from the asserted penalties.
Accordingly, taxpayers should consult their own tax advisors and tax return
preparers regarding the preparation of any item on a tax return, even where the
anticipated tax treatment has been discussed in this prospectus. In addition to
the federal income tax consequences described in this prospectus, potential
investors should consider the state and local tax consequences, if any, of the
purchase, ownership and disposition of the securities. See "State Tax
Considerations."

          For purposes of this discussion, where the applicable prospectus
supplement provides for a Fixed Retained Yield on the Mortgage Loans of a series
of Certificates, references to the Mortgage Loans will be deemed to refer to
that portion of the Mortgage Loans held by the Trust Estate that does not
include the Fixed Retained Yield. References to a "holder" or
"certificateholder" in this discussion generally mean the beneficial owner of a
Certificate.

FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES

     GENERAL


                                       91



          With respect to a series of Certificates, an election may be made to
treat the Trust Estate or one or more segregated pools of assets in the Trust
Estate as one or more real estate mortgage investment conduits (each, a "REMIC")
within the meaning of Code Section 860D. A Trust Estate or a portion or portions
of a Trust Estate as to which one or more REMIC elections will be made will be
referred to as a "REMIC POOL" For purposes of this discussion, Certificates of a
series as to which one or more REMIC elections are made are referred to as
"REMIC CERTIFICATES" and will consist of one or more classes of "REGULAR
CERTIFICATES" and one class of "RESIDUAL CERTIFICATES" in the case of each REMIC
Pool. Qualification as a REMIC requires ongoing compliance with certain
conditions. For each series of REMIC Certificates, Orrick, Herrington &
Sutcliffe LLP, Cadwalader, Wickersham & Taft LLP or Hunton & Williams LLP, each
as counsel to the Depositor, has advised the Depositor that in the firm's
opinion, assuming (i) the making of an appropriate election, (ii) compliance
with the pooling and servicing agreement, and (iii) compliance with any changes
in the law, including any amendments to the Code or applicable Treasury
regulations, each REMIC Pool will qualify as a REMIC. In that case, the Regular
Certificates will be considered to be "regular interests" in the REMIC Pool and
generally will be treated for federal income tax purposes as if they were newly
originated debt instruments, and the Residual Certificates will be considered to
be "residual interests" in the REMIC Pool. The prospectus supplement for each
series of Certificates will indicate whether one or more REMIC elections with
respect to the related Trust Estate will be made, in which event references to
"REMIC" or "REMIC POOL" in this prospectus shall be deemed to refer to each
REMIC Pool.

     STATUS OF REMIC CERTIFICATES

          REMIC Certificates held by a domestic building and loan association
will constitute "a regular or residual interest in a REMIC" within the meaning
of Code Section 7701(a)(19)(C)(xi) in the same proportion that the assets of the
REMIC Pool would be treated as "loans . . . secured by an interest in real
property which is . . . residential real property" within the meaning of Code
Section 7701(a)(19)(C)(v) or as other assets described in Code Section
7701(a)(19)(C). REMIC Certificates held by a real estate investment trust will
constitute "real estate assets" within the meaning of Code Section 856(c)(4)(A),
and interest on the Regular Certificates and income with respect to Residual
Certificates will be considered "interest on obligations secured by mortgages on
real property or on interests in real property" within the meaning of Code
Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets
of the REMIC Pool would be so treated. If at all times 95% or more of the assets
of the REMIC Pool qualify for each of the foregoing treatments, the REMIC
Certificates will qualify for the corresponding status in their entirety. For
purposes of Code Section 856(c)(4)(A), payments of principal and interest on the
Mortgage Loans that are reinvested pending distribution to holders of REMIC
Certificates qualify for that treatment.

          Where two REMIC Pools are a part of a tiered structure they will be
treated as one REMIC for purposes of the tests described above respecting asset
ownership of more or less than 95%. In addition, if the assets of the REMIC
include Buy-Down Loans, it is possible that the percentage of the assets
constituting "loans . . . secured by an interest in real property which is . . .
residential real property" for purposes of Code Section 7701(a)(19)(C)(v), may
be required to be reduced by the amount of the related Buydown Funds. REMIC
Certificates held by a regulated investment company will not constitute
"Government securities" within the meaning of Code Section 851(b)(3)(A)(i).

     QUALIFICATION AS A REMIC

          For the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the
Code. The REMIC Pool must fulfill an asset test, which requires that no more
than a de minimis portion of the assets of the REMIC Pool, as of the close of
the third calendar month beginning after the "STARTUP DAY" (which for purposes
of this discussion is the date of issuance of the REMIC Certificates) and at all
times thereafter, may consist of assets other than "qualified mortgages" and
"permitted investments." The REMIC Regulations provide a safe harbor under which
the de minimis requirement will be met if at all times the aggregate adjusted
basis of the nonqualified assets is less than 1% of the aggregate adjusted basis
of all the REMIC Pool's assets. An entity that fails to meet the safe harbor may
nevertheless demonstrate that it holds no more than a de minimis amount of
nonqualified assets. A REMIC Pool also must provide "reasonable arrangements" to
prevent its residual interests from being held by "disqualified organizations"
or agents thereof and must furnish applicable tax information to transferors or
agents that violate this requirement. See "--Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Disqualified Organizations" below.


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          A qualified mortgage is any obligation that is principally secured by
an interest in real property and that is either transferred to the REMIC Pool on
the Startup Day or is purchased by the REMIC Pool within a three-month period
thereafter or represents an increase in the loan advanced to the obligor under
its original terms, in each case pursuant to a fixed price contract in effect on
the Startup Day. Qualified mortgages include whole mortgage loans, such as the
Mortgage Loans, and, generally, certificates of beneficial interest in a grantor
trust that holds mortgage loans and regular interests in another REMIC, such as
lower-tier regular interests in a tiered REMIC. The REMIC Regulations specify
that loans secured by timeshare interests and shares held by a tenant
stockholder in a cooperative housing corporation can be qualified mortgages. A
qualified mortgage includes a qualified replacement mortgage, which is any
property that would have been treated as a qualified mortgage if it were
transferred to the REMIC Pool on the Startup Day and that is received either (i)
in exchange for any qualified mortgage within a three-month period thereafter or
(ii) in exchange for a "defective obligation" within a two-year period
thereafter. A "defective obligation" includes (i) a mortgage in default or as to
which default is reasonably foreseeable, (ii) a mortgage as to which a customary
representation or warranty made at the time of transfer to the REMIC Pool has
been breached, (iii) a mortgage that was fraudulently procured by the mortgagor,
and (iv) a mortgage that was not in fact principally secured by real property
(but only if the mortgage is disposed of within 90 days of discovery). A
Mortgage Loan that is "defective" as described in clause (iv) that is not sold
or, if within two years of the Startup Day, exchanged, within 90 days of
discovery, ceases to be a qualified mortgage after that 90-day period.

          Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until the next scheduled distribution to holders of interests in the REMIC Pool.
A qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC Pool (i) to
provide for payments of expenses of the REMIC Pool or amounts due on the regular
or residual interests in the event of defaults (including delinquencies) on the
qualified mortgages, lower than expected reinvestment returns, prepayment
interest shortfalls and certain other contingencies or (ii) to provide a source
of funding for the purchase of additional mortgage loans pursuant to a
qualifying fixed price or additional draws made by mortgagors under the terms of
loans held by the related REMIC. The aggregate fair market of that reserve
cannot exceed 50% of the aggregate fair market value of all assets of the REMIC
on the Startup Day. The reserve fund will be disqualified if more than 30% of
the gross income from the assets in that fund for the year is derived from the
sale or other disposition of property held for less than three months, unless
required to prevent a default on the regular interests caused by a default on
one or more qualified mortgages. A reserve fund must be reduced "promptly and
appropriately" to the extent no longer required. Foreclosure property is real
property acquired by the REMIC Pool in connection with the default or imminent
default of a qualified mortgage and generally not held beyond the close of the
third calendar year following the year in which the property is acquired with an
extension that may be granted by the Internal Revenue Service.

          In addition to requirements described above, the various interests in
a REMIC Pool also must meet certain requirements. All of the interests in a
REMIC Pool must be either of the following: (i) one or more classes of regular
interests or (ii) a single class of residual interests on which distributions,
if any, are made pro rata. A regular interest is an interest in a REMIC Pool
that is issued on the Startup Day with fixed terms, is designated as a regular
interest, and unconditionally entitles the holder to receive a specified
principal amount (or other similar amount), and provides that interest payments
(or other similar amounts), if any, at or before maturity either are payable
based on a fixed rate or a qualified variable rate, or consist of a specified,
nonvarying portion of the interest payments on qualified mortgages. A specified
portion may consist of a fixed number of basis points, a fixed percentage of the
total interest, or a qualified variable rate, inverse variable rate or
difference between two fixed or qualified variable rates on some or all of the
qualified mortgages. The specified principal amount of a regular interest that
provides for interest payments consisting of a specified, nonvarying portion of
interest payments on qualified mortgages may be zero. A residual interest is an
interest in a REMIC Pool other than a regular interest that is issued on the
Startup Day and that is designated as a residual interest. An interest in a
REMIC Pool may be treated as a regular interest even if payments of principal on
the interest are subordinated to payments on other regular interests or the
residual interest in the REMIC Pool, and are dependent on the absence of
defaults or delinquencies on qualified mortgages or permitted investments, lower
than reasonably expected returns on permitted investments, unanticipated
expenses incurred by the REMIC Pool or prepayment interest shortfalls.
Accordingly, the Regular Certificates of a series will constitute one or more
classes of regular interests, and the Residual Certificates with respect to that
series will constitute a single class of residual interests on which
distributions are made pro rata.


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          If an entity, such as the REMIC Pool, fails to comply with one or more
of the ongoing requirements of the Code for REMIC status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for that
year and any following year. In this event, an entity with multiple classes of
ownership interests may be treated as a separate association taxable as a
corporation under Treasury regulations, and the Regular Certificates may be
treated as equity interests in that corporation. The Code, however, authorizes
the Treasury Department to issue regulations that address situations where
failure to meet one or more of the requirements for REMIC status occurs
inadvertently and in good faith, and disqualification of the REMIC Pool would
occur absent regulatory relief. Investors should be aware, however, that the
Conference Committee Report to the Tax Reform Act of 1986 (the "1986 ACT")
indicates that the relief may be accompanied by sanctions, such as the
imposition of a corporate tax on all or a portion of the REMIC Pool's income for
the period of time in which the requirements for REMIC status are not satisfied.

TAXATION OF REGULAR CERTIFICATES

     GENERAL

          In general, interest, Original Issue Discount, and market discount on
a Regular Certificate will be treated as ordinary income to a holder of the
Regular Certificate (the "REGULAR CERTIFICATEHOLDER"), and principal payments on
a Regular Certificate will be treated as a return of capital to the extent of
the Regular Certificateholder's basis in the Regular Certificate allocable
thereto (other than accrued market discount not previously reported as income).
Regular Certificateholders must use the accrual method of accounting with regard
to Regular Certificates, regardless of the method of accounting they otherwise
use.

     ORIGINAL ISSUE DISCOUNT

          Accrual Certificates will be, and other classes of Regular
Certificates may be, issued with "ORIGINAL ISSUE DISCOUNT" within the meaning of
Code Section 1273(a). Holders of any class of Regular Certificates having
Original Issue Discount generally must include Original Issue Discount in
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 that income. The
following discussion is based in part on temporary and final Treasury
regulations (the "OID REGULATIONS") under Code Sections 1271 through 1273 and
1275 and in part on the provisions of the 1986 Act. Regular Certificateholders
should be aware, however, that the OID Regulations do not adequately address
certain issues relevant to prepayable securities, such as the Regular
Certificates. To the extent these issues are not addressed in the OID
Regulations, it is anticipated that the Trustee will apply the methodology
described in the Conference Committee Report to the 1986 Act. No assurance can
be provided that the Internal Revenue Service will not take a different position
as to those matters not currently addressed by the OID Regulations. Moreover,
the OID Regulations include an antiabuse rule allowing the Internal Revenue
Service to apply or depart from the OID Regulations where necessary or
appropriate to ensure a reasonable tax result in light of the applicable
statutory provisions. A tax result will not be considered unreasonable under the
anti-abuse rule in the absence of a substantial effect on the present value of a
taxpayer's tax liability. Investors are advised to consult their own tax
advisors as to this discussion and the appropriate method for reporting interest
and Original Issue Discount for the Regular Certificates.

          Each Regular Certificate (except to the extent described below for a
Regular Certificate on which principal is distributed in a single installment or
by lots of specified principal amounts upon the request of a Certificateholder
or by random lot (a "NON-PRO RATA CERTIFICATE")) will be treated as a single
installment obligation for purposes of determining the Original Issue Discount
includible in a Regular Certificateholder's income. The total amount of Original
Issue Discount on a Regular Certificate is the excess of the "stated redemption
price at maturity" of the Regular Certificate over its "issue price." The issue
price of a class of Regular Certificates offered pursuant to this prospectus
generally is the first price at which a substantial amount of the class is sold
to the public (excluding bond houses, brokers and underwriters). Although
unclear under the OID Regulations, it is anticipated that the Trustee will treat
the issue price of a class as to which there is no substantial sale as of the
issue date or that is retained by the Depositor as the fair market value of that
class as of the issue date. The issue price of a Regular Certificate also
includes any amount paid by an initial Regular Certificateholder for accrued
interest that relates to a period prior to the issue date of the Regular
Certificate, unless the Regular Certificateholder elects on its federal income
tax return to exclude that amount from the issue price and to recover it on the
first Distribution Date. The stated redemption


                                       94



price at maturity of a Regular Certificate always includes the original
principal amount of the Regular Certificate, but generally will not include
distributions of interest if those distributions constitute "qualified stated
interest." Under the OID Regulations, qualified stated interest generally means
interest payable at a single fixed rate or a qualified variable rate (as
described below) provided that those interest payments are unconditionally
payable at intervals of one year or less during the entire term of the Regular
Certificate. Because there is no penalty or default remedy in the case of
nonpayment of interest for a Regular Certificate, it is possible that no
interest on any class of Regular Certificates will be treated as qualified
stated interest. However, except as provided in the following three sentences or
in the applicable prospectus supplement, because the underlying Mortgage Loans
provide for remedies in the event of default, it is anticipated that the Trustee
will treat interest on the Regular Certificates as qualified stated interest.
Distributions of interest on a Accrual Certificate, or on other Regular
Certificates for which deferred interest will accrue, will not constitute
qualified stated interest, in which case the stated redemption price at maturity
of the Regular Certificates includes all distributions of interest as well as
principal. Likewise, it is anticipated that the Trustee will treat an
interest-only class or a class on which interest is substantially
disproportionate to its principal amount (a so-called "super-premium" class) as
having no qualified stated interest. 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, the interest attributable to the
additional days will be included in the stated redemption price at maturity.

          Under a de minimis rule, Original Issue Discount on a Regular
Certificate will be considered to be zero if the Original Issue Discount 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 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 Regular Certificate and the
denominator of which is the stated redemption price at maturity of the Regular
Certificate. The Conference Committee Report to the 1986 Act provides that the
schedule of those distributions should be determined in accordance with the
assumed rate of prepayment of the Mortgage Loans (the "PREPAYMENT ASSUMPTION")
and the anticipated reinvestment rate, if any, relating to the Regular
Certificates. The Prepayment Assumption with respect to a series of Regular
Certificates will be set forth in the applicable prospectus supplement. Holders
generally must report de minimis Original Issue Discount pro rata as principal
payments are received, and that income will be capital gain if the Regular
Certificate is held as a capital asset. Under the OID Regulations, however,
Regular Certificateholders may elect to accrue all de minimis Original Issue
Discount as well as market discount and market premium, under the constant yield
method. See "--Election to Treat All Interest Under the Constant Yield Method"
below.

          A Regular Certificateholder generally must include in gross income for
any taxable year the sum of the "daily portions," as defined below, of the
Original Issue Discount on the Regular Certificate accrued during an accrual
period for each day on which it holds the Regular Certificate, including the
date of purchase but excluding the date of disposition. The Trustee will treat
the monthly period ending on the day before each Distribution Date as the
accrual period. For each Regular Certificate, a calculation will be made of the
Original Issue Discount that accrues during each successive full accrual period
(or shorter period from the date of original issue) that ends on the day before
the related Distribution Date on the Regular Certificate. The Conference
Committee Report to the 1986 Act states that the rate of accrual of Original
Issue Discount is intended to be based on the Prepayment Assumption. Other than
as discussed below for a Non-Pro Rata Certificate, the Original Issue Discount
accruing in a full accrual period would be the excess, if any, of (i) the sum of
(a) the present value of all of the remaining distributions to be made on the
Regular Certificate as of the end of that accrual period, and (b) the
distributions made on the Regular Certificate during the accrual period that are
included in the Regular Certificate's stated redemption price at maturity, over
(ii) the adjusted issue price of the Regular Certificate at the beginning of the
accrual period. The present value of the remaining distributions referred to in
the preceding sentence is calculated based on (i) the yield to maturity of the
Regular Certificate at the issue date, (ii) events (including actual
prepayments) that have occurred prior to the end of the accrual period, and
(iii) the Prepayment Assumption. For these purposes, the adjusted issue price of
a Regular Certificate at the beginning of any accrual period equals the issue
price of the Regular Certificate, increased by the aggregate amount of Original
Issue Discount for the Regular Certificate that accrued in all prior accrual
periods and reduced by the amount of distributions included in the Regular
Certificate's stated redemption price at maturity that were made on the Regular
Certificate in those prior periods. The Original Issue Discount accruing during
any accrual period (as determined in this paragraph) will then be divided by the
number of days in


                                       95



the period to determine the daily portion of Original Issue Discount for each
day in the period. If an initial accrual period is shorter than a full accrual
period, the daily portions of Original Issue Discount must be determined
according to an appropriate allocation under any reasonable method.

          Under the method described above, the daily portions of Original Issue
Discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the Mortgage Loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for any
period) if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the Mortgage Loans for a series of Regular
Certificates can result in both a change in the priority of principal payments
for certain classes of Regular Certificates and either an increase or decrease
in the daily portions of Original Issue Discount for the Regular Certificates.

          In the case of a Non-Pro Rata Certificate, it is anticipated that the
Trustee will determine the yield to maturity of that Certificate based upon the
anticipated payment characteristics of the class as a whole under the Prepayment
Assumption. In general, the Original Issue Discount accruing on each Non-Pro
Rata Certificate in a full accrual period would be its allocable share of the
Original Issue Discount for the entire class, as determined in accordance with
the preceding paragraph. However, in the case of a distribution in retirement of
the entire unpaid principal balance of any Non-Pro Rata Certificate (or portion
of this unpaid principal balance), (a) the remaining unaccrued Original Issue
Discount allocable to the Certificate (or to the portion) will accrue at the
time of that distribution, and (b) the accrual of Original Issue Discount
allocable to each remaining Certificate of that class (or the remaining unpaid
principal balance of a partially redeemed Non-Pro Rata Certificate after a
distribution of principal has been received) will be adjusted by reducing the
present value of the remaining payments on that class and the adjusted issue
price of that class to the extent attributable to the portion of the unpaid
principal balance thereof that was distributed. The Depositor believes that the
foregoing treatment is consistent with the "pro rata prepayment" rules of the
OID Regulations, but with the rate of accrual of Original Issue Discount
determined based on the Prepayment Assumption for the class as a whole.
Investors are advised to consult their tax advisors as to this treatment.

     ACQUISITION PREMIUM

          A purchaser of a Regular Certificate at a price greater than its
adjusted issue price but less than its stated redemption price at maturity will
be required to include in gross income the daily portions of the Original Issue
Discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over the adjusted issue
price and the denominator of which is the excess of the remaining stated
redemption price at maturity over the adjusted issue price. Alternatively, a
subsequent purchaser may elect to treat all acquisition premium under the
constant yield method, as described below under the heading "--Election to Treat
All Interest Under the Constant Yield Method" below.

     VARIABLE RATE REGULAR CERTIFICATES

          Regular Certificates may provide for interest based on a variable
rate. Under the OID Regulations, interest is treated as payable at a variable
rate if, generally, (i) the issue price does not exceed the original principal
balance by more than a specified amount and (ii) the interest compounds or is
payable at least annually at current values of (a) one or more "qualified
floating rates," (b) a single fixed rate and one or more qualified floating
rates, (c) a single "objective rate," or (d) a single fixed rate and a single
objective rate that is a "qualified inverse floating rate." A floating rate is a
qualified floating rate if variations in the rate can reasonably be expected to
measure contemporaneous variations in the cost of newly borrowed funds, where
the rate is subject to a fixed multiple that is greater than 0.65 but not more
than 1.35. The rate may also be increased or decreased by a fixed spread or
subject to a fixed cap or floor, or a cap or floor that is not reasonably
expected as of the issue date to affect the yield of the instrument
significantly. An objective rate is any rate (other than a qualified floating
rate) that is determined using a single fixed formula and that is based on
objective financial or economic information, provided that the information is
not (i) within the control of the issuing entity or a related party or (ii)
unique to the circumstances of the issuing entity or a related party. A
qualified inverse floating rate is a rate equal to a fixed rate minus a
qualified floating rate that inversely reflects contemporaneous variations in
the cost of newly borrowed funds; an inverse floating rate that is not a
qualified inverse floating rate may nevertheless be an objective rate. A class
of Regular Certificates may be issued under this prospectus that does not have a
variable rate under the foregoing rules, for example, a class that


                                       96



bears different rates at different times during the period it is outstanding so
that it is considered significantly "front-loaded" or "back-loaded" within the
meaning of the OID Regulations. It is possible that a class like this may be
considered to bear "contingent interest" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to Regular Certificates. However, if
final regulations dealing with contingent interest with respect to Regular
Certificates apply the same principles as the OID Regulations, these regulations
may lead to different timing of income inclusion than would be the case under
the OID Regulations for non-contingent debt instruments. Furthermore,
application of these principles could lead to the characterization of gain on
the sale of contingent interest Regular Certificates as ordinary income.
Investors should consult their tax advisors regarding the appropriate treatment
of any Regular Certificate that does not pay interest at a fixed rate or
variable rate as described in this paragraph.

          Under the REMIC Regulations, a Regular Certificate (i) bearing a rate
that qualifies as a variable rate under the OID Regulations that is tied to
current values of a variable rate (or the highest, lowest or average of two or
more variable rates, including a rate based on the average cost of funds of one
or more financial institutions), or a positive or negative multiple of such a
rate (plus or minus a specified number of basis points), or that represents a
weighted average of rates on some or all of the Mortgage Loans, including such a
rate that is subject to one or more caps or floors, or (ii) bearing one or more
of these variable rates for one or more periods, or one or more fixed rates for
one or more periods, and a different variable rate or fixed rate for other
periods, qualifies as a regular interest in a REMIC. Accordingly, it is
anticipated that the Trustee will treat Regular Certificates that qualify as
regular interests under this rule in the same manner as obligations bearing a
variable rate for Original Issue Discount reporting purposes.

          The amount of Original Issue Discount for a Regular Certificate
bearing a variable rate of interest will accrue in the manner described above
under "--Original Issue Discount," with the yield to maturity and future
payments on the Regular Certificate generally to be determined by assuming that
interest will be payable for the life of the Regular Certificate based on the
initial rate (or, if different, the value of the applicable variable rate as of
the pricing date) for the relevant class. Unless required otherwise by
applicable final regulations, it is anticipated that the Trustee will treat this
interest as qualified stated interest, except for variable interest on an
interest-only or super-premium class, which will be treated as non-qualified
stated interest includible in the stated redemption price at maturity. Ordinary
income reportable for any period will be adjusted based on subsequent changes in
the applicable interest rate index.

          It is anticipated that the Trustee will treat Regular Certificates
bearing an interest rate that is a weighted average of the net interest rates on
Mortgage Loans as having qualified stated interest, except if initial "teaser"
rates cause sufficiently "back-loaded" interest to create more than de minimis
Original Issue Discount. The yield on these Regular Certificates for purposes of
accruing Original Issue Discount will be a hypothetical fixed rate based on the
fixed rates, in the case of fixed rate Mortgage Loans, and initial "teaser
rates" followed by fully indexed rates, in the case of adjustable-rate Mortgage
Loans. In the case of adjustable-rate Mortgage Loans, the applicable index used
to compute interest on the Mortgage Loans in effect on the pricing date (or
possibly the issue date) will be deemed to be in effect beginning with the
period in which the first weighted average adjustment date occurring after the
issue date occurs. Adjustments will be made in each accrual period either
increasing or decreasing the amount of ordinary income reportable to reflect the
actual pass-through rate on these Regular Certificates.

     MARKET DISCOUNT

          A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Sections 1276 through 1278. Under these sections and the
principles applied by the OID Regulations in the context of Original Issue
Discount, "market discount" is the amount by which the purchaser's original
basis in the Regular Certificate (i) is exceeded by the then-current principal
amount of the Regular Certificate, or (ii) in the case of a Regular Certificate
having Original Issue Discount, is exceeded by the adjusted issue price of the
Regular Certificate at the time of purchase. That purchaser generally will be
required to recognize ordinary income to the extent of accrued market discount
on the Regular Certificate as distributions includible in the stated redemption
price at maturity thereof are received, in an amount not exceeding that
distribution. This market discount would accrue in a manner to be provided in
Treasury regulations and should take into account the Prepayment Assumption. The
Conference Committee Report to the 1986 Act provides that until those
regulations are issued, this market discount would accrue either (i) on the
basis of a constant interest rate, or (ii) in the ratio of stated interest
allocable to the


                                       97



relevant period to the sum of the interest for that period plus the remaining
interest as of the end of that period, or in the case of a Regular Certificate
issued with Original Issue Discount, in the ratio of Original Issue Discount
accrued for the relevant period to the sum of the Original Issue Discount
accrued for the period plus the remaining Original Issue Discount as of the end
of the period. That purchaser also generally will be required to treat a portion
of any gain on a sale or exchange of the Regular Certificate as ordinary income
to the extent of the market discount accrued to the date of disposition under
one of the foregoing methods, less any accrued market discount previously
reported as ordinary income as partial distributions in reduction of the stated
redemption price at maturity were received. That purchaser will be required to
defer deduction of a portion of the excess of the interest paid or accrued on
indebtedness incurred to purchase or carry a Regular Certificate over the
interest distributable thereon. The deferred portion of that interest expense in
any taxable year generally will not exceed the accrued market discount on the
Regular Certificate for that year. Any deferred interest expense is, in general,
allowed as a deduction not later than the year in which the related market
discount income is recognized or the Regular Certificate is disposed of. As an
alternative to the inclusion of market discount in income on the foregoing
basis, the Regular Certificateholder may elect to include market discount in
income currently as it accrues on all market discount instruments acquired by
the Regular Certificateholder in that taxable year or following taxable years,
in which case the interest deferral rule will not apply. See "-- Election to
Treat All Interest Under the Constant Yield Method" below regarding an
alternative manner in which this election may be deemed to be made.

          By analogy to the OID Regulations, market discount on a Regular
Certificate will be considered to be zero if that market discount is less than
0.25% of the remaining stated redemption price at maturity of the Regular
Certificate multiplied by the weighted average maturity of the Regular
Certificate (determined as described above in the third paragraph under
"--Original Issue Discount") remaining after the date of purchase. It appears
that de minimis market discount would be reported in a manner similar to de
minimis Original Issue Discount. See "--Original Issue Discount" above. Treasury
regulations implementing the market discount rules have not yet been issued and,
as a result, investors should consult their own tax advisors regarding the
application of these rules. Investors should also consult Revenue Procedure
92-67 concerning the elections to include market discount in income currently
and to accrue market discount on the basis of the constant yield method.

     PREMIUM

          A Regular Certificate purchased at a cost greater than its remaining
stated redemption price at maturity generally is considered to be purchased at a
premium. If the Regular Certificateholder holds its Regular Certificate as a
"capital asset" within the meaning of Code Section 1221, the Regular
Certificateholder may elect under Code Section 171 to amortize its premium under
the constant yield method. This election will apply to all debt obligations
acquired by the Regular Certificateholder at a premium held in that taxable year
or following taxable years, unless revoked with the permission of the Internal
Revenue Service. The Conference Committee Report to the 1986 Act indicates a
Congressional intent that the same rules that apply to the accrual of market
discount on installment obligations will also apply to amortizing bond premium
under Code Section 171 on installment obligations such as the Regular
Certificates, although it is unclear whether the alternatives to the constant
interest method described above under "--Market Discount" are available.
Amortizable bond premium will be treated as an offset to interest income on a
Regular Certificate, rather than as a separate deduction item. See "--Election
to Treat All Interest Under the Constant Yield Method" below regarding an
alternative manner in which the Code Section 171 election may be deemed to be
made.

     ELECTION TO TREAT ALL INTEREST UNDER THE CONSTANT YIELD METHOD

          A holder of a debt instrument such as a Regular Certificate may elect
to treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument subject
to such an election, (i) "interest" includes stated interest, Original Issue
Discount, de minimis Original Issue Discount, market discount and de minimis
market discount, as adjusted by any amortizable bond


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premium or acquisition premium and (ii) the debt instrument is treated as if the
instrument were issued on the holder's acquisition date in the amount of the
holder's adjusted basis immediately after acquisition. It is unclear whether,
for this purpose, the initial Prepayment Assumption would continue to apply or
if a new prepayment assumption as of the date of the holder's acquisition would
apply. A holder generally may make this an election on an instrument by
instrument basis or for a class or group of debt instruments. However, if the
holder makes this election for a debt instrument with amortizable bond premium
or with market discount, the holder is deemed to have made elections to amortize
bond premium or to report market discount income currently as it accrues under
the constant yield method, respectively, for all premium bonds held or market
discount bonds acquired by the holder in the same taxable year or following
taxable years. The election is made on the holder's federal income tax return
for the year in which the debt instrument is acquired and is irrevocable except
with the approval of the Internal Revenue Service. Investors should consult
their tax advisors regarding the advisability of making this election.

     TREATMENT OF LOSSES

          Regular Certificateholders will be required to report income on
Regular Certificates using the accrual method of accounting, without giving
effect to delays or reductions in distributions attributable to defaults or
delinquencies on the Mortgage Loans, except to the extent it can be established
that those amounts are uncollectible. Accordingly, the holder of a Regular
Certificate, particularly a Subordinate Certificate, may have income, or may
incur a diminution in cash flow as a result of a default or delinquency, but may
not be able to take a deduction (subject to the discussion below) for the
corresponding loss until a subsequent taxable year. In this regard, investors
are cautioned that, while they may generally cease to accrue interest income if
it reasonably appears that the interest will be uncollectible, the Internal
Revenue Service may take the position that Original Issue Discount must continue
to be accrued in spite of its uncollectibility until the debt instrument is
disposed of in a taxable transaction or becomes worthless in accordance with the
rules of Code Section 166. To the extent the rules of Code Section 166 regarding
bad debts are applicable, it appears that Regular Certificateholders that are
corporations or that otherwise hold the Regular Certificates in connection with
a trade or business should in general be allowed to deduct as an ordinary loss
that loss with respect to principal sustained during the taxable year on account
of any of their Regular Certificates becoming wholly or partially worthless, and
that, in general, Regular Certificateholders that are not corporations and do
not hold the Regular Certificates in connection with a trade or business should
be allowed to deduct as a short-term capital loss any loss sustained during the
taxable year on account of a portion of any Regular Certificates becoming wholly
worthless. Although the matter is not free from doubt, non-corporate Regular
Certificateholders should be allowed a bad debt deduction at the time the
principal balance of their Regular Certificates is reduced to reflect losses
resulting from any liquidated Mortgage Loans. The Internal Revenue Service,
however, could take the position that non-corporate holders will be allowed a
bad debt deduction to reflect those losses only after all the Mortgage Loans
remaining in the Trust Estate have been liquidated or the applicable class of
Regular Certificates has been otherwise retired. The Internal Revenue Service
could also assert that losses on the Regular Certificates are deductible based
on some other method that may defer these deductions for all holders, such as
reducing future cash flow for purposes of computing Original Issue Discount this
may have the effect of creating "negative" Original Issue Discount which would
be deductible only against future positive Original Issue Discount or otherwise
upon termination of the class. Regular Certificateholders are urged to consult
their tax advisors regarding the appropriate timing, amount and character of any
loss sustained with respect to the Regular Certificates. While losses
attributable to interest previously reported as income should be deductible as
ordinary losses by both corporate and non-corporate holders, the Internal
Revenue Service may take the position that losses attributable to accrued
Original Issue Discount may only be deducted as capital losses in the case of
non-corporate holders who do not hold the Regular Certificates in connection
with a trade or business. Special loss rules are applicable to banks and thrift
institutions, including rules regarding reserves for bad debts. These taxpayers
are advised to consult their tax advisors regarding the treatment of losses on
Regular Certificates.

     SALE OR EXCHANGE OF REGULAR CERTIFICATES

          If a Regular Certificateholder sells or exchanges a Regular
Certificate, the Regular Certificateholder will recognize gain or loss equal to
the difference, if any, between the amount received and its adjusted basis in
the Regular Certificate. The adjusted basis of a Regular Certificate generally
will equal the cost of the Regular Certificate to the seller, increased by any
Original Issue Discount or market discount previously included in the seller's
gross income for the Regular Certificate and reduced by amounts included in the
stated redemption price at maturity of the Regular Certificate that were
previously received by the seller, by any amortized premium and by any
recognized losses.

          Except as described above relating to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
Regular Certificate realized by an investor who holds the Regular Certificate as
a capital asset will be capital gain or loss and will be long-term or short-term
depending on whether the Regular


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Certificate has been held for the applicable holding period (as described
below). This gain will be treated as ordinary income (i) if a Regular
Certificate is held as part of a "conversion transaction" as defined in Code
Section 1258(c), up to the amount of interest that would have accrued on the
Regular Certificateholder's net investment in the conversion transaction at 120%
of the appropriate applicable federal rate under Code Section 1274(d) 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 the transaction, (ii) in the case of a
non-corporate taxpayer, if the taxpayer has made an election under Code Section
163(d)(4) to have net capital gains taxed as investment income at ordinary
income rates, or (iii) if the gain does not exceed the excess, if any, of (a)
the amount that would have been includible in the gross income of the holder if
its yield on its Regular Certificate were 110% of the applicable federal rate as
of the date of purchase, over (b) the amount of income actually includible in
the gross income of the holder with respect to its Regular Certificate. In
addition, gain or loss recognized from the sale of a Regular Certificate by
certain banks or thrift institutions will be treated as ordinary income or loss
under Code Section 582(c). Long-term capital gains of certain non-corporate
taxpayers generally are subject to a lower maximum tax rate than ordinary income
or short-term capital gains of those taxpayers for property held for more than
one year. The maximum tax rate for corporations is the same with respect to both
ordinary income and capital gains.

TAXATION OF RESIDUAL CERTIFICATES

     TAXATION OF REMIC INCOME

          Generally, the "daily portions" of REMIC taxable income or net loss
will be includible as ordinary income or loss in determining the federal taxable
income of holders of Residual Certificates ("RESIDUAL HOLDERS"), and will not be
taxed separately to the REMIC Pool. The daily portions of REMIC taxable income
or net loss of a Residual Holder are determined by allocating the REMIC Pool's
taxable income or net loss for each calendar quarter ratably to each day in the
quarter and by allocating the daily portion among the Residual Holders in
proportion to their respective holdings of Residual Certificates in the REMIC
Pool on that day. REMIC taxable income is generally determined in the same
manner as the taxable income of an individual using the accrual method of
accounting, except, in addition to certain other adjustments, that (i) the
limitations on deductibility of investment interest expense and expenses for the
production of income do not apply, (ii) all bad loans will be deductible as
business bad debts and (iii) the limitation on the deductibility of interest and
expenses related to tax-exempt income will apply.

          The REMIC Pool's gross income includes interest, Original Issue
Discount income and market discount income, if any, on the Mortgage Loans,
reduced by amortization of any premium on the Mortgage Loans, plus income from
amortization of issue premium, if any, on the Regular Certificates, plus income
on reinvestment of cash flows and reserve assets, plus any cancellation of
indebtedness income upon allocation of realized losses to the Regular
Certificates. The REMIC Pool's deductions include interest and Original Issue
Discount expense on the Regular Certificates, servicing fees on the Mortgage
Loans, other administrative expenses of the REMIC Pool and realized losses on
the Mortgage Loans. The requirement that Residual Holders report their pro rata
share of taxable income or net loss of the REMIC Pool will continue until there
are no Certificates of any class of the related series outstanding.

          The taxable income recognized by a Residual Holder in any taxable year
will be affected by, among other factors, the relationship between the timing of
recognition of interest and Original Issue Discount or market discount income or
amortization of premium on the Mortgage Loans, on the one hand, and the timing
of deductions for interest (including Original Issue Discount) or income from
amortization of issue premium on the Regular Certificates on the other hand. If
an interest in the Mortgage Loans is acquired by the REMIC Pool at a discount,
and one or more Mortgage Loans is prepaid, the Residual Holder may recognize
taxable income without being entitled to receive a corresponding amount of cash
because (i) the prepayment may be used in whole or in part to make distributions
in reduction of principal on the Regular Certificates and (ii) the discount on
the Mortgage Loans which is includible in income may exceed the deduction
allowed upon distributions of principal on those Regular Certificates on account
of any unaccrued Original Issue Discount relating to those Regular Certificates.
When there is more than one class of Regular Certificates that distribute
principal sequentially, this mismatching of income and deductions is
particularly likely to occur in the early years following issuance of the
Regular Certificates when distributions in reduction of principal are being made
in respect of earlier classes of Regular Certificates if those classes are not
issued with substantial discount or are issued at a premium. If taxable income
attributable to such a


                                       100



mismatching is realized, in general, losses would be allowed in later years as
distributions on the later maturing classes of Regular Certificates are made.
Taxable income may also be greater in earlier years than in later years because
interest expense deductions, expressed as a percentage of the outstanding
principal amount of such a series of Regular Certificates, may increase over
time as distributions in reduction of principal are made on the lower yielding
classes of Regular Certificates, whereas, to the extent the REMIC Pool consists
of fixed-rate Mortgage Loans, interest income with respect to any given Mortgage
Loan will remain constant over time as a percentage of the outstanding principal
amount of that loan. Consequently, Residual Holders must have sufficient other
sources of cash to pay any federal, state or local income taxes due as a result
of this mismatching or unrelated deductions against which to offset that income,
subject to the discussion of "excess inclusions" below under "-- Limitations on
Offset or Exemption of REMIC Income." The timing of mismatching of income and
deductions described in this paragraph, may have a significant adverse effect
upon a Residual Holder's after-tax rate of return. In addition, a Residual
Holder's taxable income during certain periods may exceed the income reflected
by the Residual Holder for those periods in accordance with generally accepted
accounting principles. Investors should consult their accountants concerning the
accounting treatment of their investment in Residual Certificates.

     BASIS AND LOSSES

          The amount of any net loss of the REMIC Pool that may be taken into
account by the Residual Holder is limited to the adjusted basis of the Residual
Certificate as of the close of the quarter (or time of disposition of the
Residual Certificate if earlier), determined without taking into account the net
loss for the quarter. The initial basis of a purchaser of a Residual Certificate
is the amount paid for the Residual Certificate. This basis will be increased by
the amount of taxable income of the REMIC Pool reportable by the Residual Holder
and will be decreased (but not below zero), first, by a cash distribution from
the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable
by the Residual Holder. Any loss that is disallowed on account of this
limitation may be carried over indefinitely for a Residual Holder as to whom a
loss was disallowed and may be used by that Residual Holder only to offset any
income generated by the same REMIC Pool.

          A Residual Holder will not be permitted to amortize directly the cost
of its Residual Certificate as an offset to its share of the taxable income of
the related REMIC Pool. However, that taxable income will not include cash
received by the REMIC Pool that represents a recovery of the REMIC Pool's basis
in its assets. This recovery of basis by the REMIC Pool will have the effect of
amortization of the issue price of the Residual Certificates over their life.
However, in view of the possible acceleration of the income of Residual Holders
described above under "--Taxation of REMIC Income," the period of time over
which the issue price is effectively amortized may be longer than the economic
life of the Residual Certificates.

          A Residual Certificate may have a negative value if the net present
value of anticipated tax liabilities exceeds the present value of anticipated
cash flows. The REMIC Regulations appear to treat the issue price for this type
of residual interest as zero rather than the negative amount for purposes of
determining the REMIC Pool's basis in its assets. Regulations have been issued
regarding the federal income tax treatment of "inducement fees" received by
transferees of noneconomic REMIC residual interests. These regulations require
inducement fees to be included in income over a period reasonably related to the
period in which a Residual Certificate is expected to generate taxable income or
net loss to its holder. Under two safe harbor methods, inducement fees are
permitted to be included in income: (i) in the same amounts and over the same
period that the Residual Holder uses for financial reporting purposes, provided
that this period is not shorter than the period the related 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 related
REMIC, determined based on actual distributions projected as remaining to be
made on those interests under the applicable prepayment assumption. If the
Residual Holder sells or otherwise disposes of the residual interest, any
unrecognized portion of the inducement fee generally is required to be taken
into account at the time of the sale or disposition. A prospective purchaser of
a Residual Certificate should consult with its tax counsel regarding the effect
of these regulations.

          Further, if the initial adjusted basis of a Residual Holder (other
than an original holder) in the Residual Certificate is greater than the
corresponding portion of the REMIC Pool's basis in the Mortgage Loans, the
Residual Holder will not recover a portion of its basis until termination of the
REMIC Pool unless future Treasury regulations provide for periodic adjustments
to the REMIC income otherwise reportable by the holder. The REMIC Regulations
currently in effect do not provide for that outcome. See "--Treatment of Certain
Items of REMIC Income and


                                       101



Expense--Market Discount" below regarding the basis of Mortgage Loans to the
REMIC Pool and "--Sale or Exchange of a Residual Certificate" below regarding
possible treatment of a loss upon termination of the REMIC Pool as a capital
loss.

     TREATMENT OF CERTAIN ITEMS OF REMIC INCOME AND EXPENSE

          Although the Depositor intends to compute REMIC income and expense in
accordance with the Code and applicable regulations, the authorities regarding
the determination of specific items of income and expense are subject to
differing interpretations. The Depositor makes no representation as to the
specific method that it will use for reporting income for the Mortgage Loans and
expenses with respect to the Regular Certificates and different methods could
result in different timing of reporting of taxable income or net loss to
Residual Holders or differences in capital gain versus ordinary income.

          Original Issue Discount and Premium. Generally, the REMIC Pool's
deductions for Original Issue Discount and income from amortization of issue
premium will be determined in the same manner as Original Issue Discount income
on Regular Certificates as described above under "--Taxation of Regular
Certificates--Original Issue Discount" and "--Variable Rate Regular
Certificates," without regard to the de minimis rule described therein, and
"--Premium."

          Market Discount. The REMIC Pool will have market discount income on
the Mortgage Loans if, in general, the basis of the REMIC Pool in those Mortgage
Loans is exceeded by their unpaid principal balances. The REMIC Pool's basis in
Mortgage Loans is generally the fair market value of the Mortgage Loans
immediately after their transfer to the REMIC Pool. The REMIC Regulations
provide that this basis is equal in the aggregate to the issue prices of all
regular and residual interests in the REMIC Pool. The accrued portion of the
market discount would be recognized currently as an item of ordinary income in a
manner similar to Original Issue Discount. Market discount income generally
should accrue in the manner described above under "--Taxation of Regular
Certificates--Market Discount."

          Premium. Generally, if the basis of the REMIC Pool in the Mortgage
Loans exceeds their unpaid principal balances, the REMIC Pool will be considered
to have acquired the Mortgage Loans at a premium equal to the amount of the
excess. As stated above, the REMIC Pool's basis in Mortgage Loans is the fair
market value of the Mortgage Loans, based on the aggregate of the issue prices
of the regular and residual interests in the REMIC Pool immediately after the
transfer thereof to the REMIC Pool. In a manner analogous to the discussion
above under "--Taxation of Regular Certificates--Premium," a person that holds a
Mortgage Loan as a capital asset under Code Section 1221 may elect under Code
Section 171 to amortize premium on Mortgage Loans originated after September 27,
1985 under the constant yield method. Amortizable bond premium will be treated
as an offset to interest income on the Mortgage Loans, rather than as a separate
deduction item. Because substantially all of the mortgagors on the Mortgage
Loans are expected to be individuals, Code Section 171 will not be available for
premium on Mortgage Loans originated on or prior to September 27, 1985. Premium
on those Mortgage Loans may be deductible in accordance with a reasonable method
regularly employed by their holder. The allocation of this premium pro rata
among principal payments should be considered a reasonable method; however, the
Internal Revenue Service may argue that this premium should be allocated in a
different manner, such as allocating this premium entirely to the final payment
of principal.

     LIMITATIONS ON OFFSET OR EXEMPTION OF REMIC INCOME

          A portion (or all) of the REMIC taxable income includible in
determining the federal income tax liability of a Residual Holder will be
subject to special treatment. That portion, referred to as the "excess
inclusion," is equal to the excess of REMIC taxable income for the calendar
quarter allocable to a Residual Certificate over the daily accruals for that
quarterly period of (i) 120% of the long-term applicable federal rate that would
have applied to the Residual Certificate (if it were a debt instrument) on the
Startup Day under Code Section 1274(d), multiplied by (ii) the adjusted issue
price of the Residual Certificate at the beginning of the quarterly period. For
this purpose, the adjusted issue price of a Residual Certificate at the
beginning of a quarter is the issue price of the Residual Certificate, plus the
amount of daily accruals of REMIC income described in this paragraph for all
prior quarters, decreased by any distributions made on the Residual Certificate
prior to the beginning of the quarterly period.


                                       102



Accordingly, the portion of the REMIC Pool's taxable income that will be treated
as excess inclusions will be a larger portion of that income as the adjusted
issue price of the Residual Certificates diminishes.

          The portion of a Residual Holder's REMIC taxable income consisting of
the excess inclusions generally may not be offset by other deductions, including
net operating loss carryforwards, on the Residual Holder's return. However, net
operating loss carryovers are determined without regard to excess inclusion
income. Further, if the Residual Holder is an organization subject to the tax on
unrelated business income imposed by Code Section 511, the Residual Holder's
excess inclusions will be treated as unrelated business taxable income of the
Residual Holder for purposes of Code Section 511. In addition, REMIC taxable
income is subject to 30% withholding tax for certain persons who are not U.S.
Persons (as defined below under "--Tax-Related Restrictions on Transfer of
Residual Certificates--Foreign Investors"), and the portion of REMIC taxable
income attributable to excess inclusions is not eligible for any reduction in
the rate of withholding tax (by treaty or otherwise). See "--Taxation of Certain
Foreign Investors--Residual Certificates" below. Finally, if a real estate
investment trust or a regulated investment company owns a Residual Certificate,
a portion (allocated under Treasury regulations yet to be issued) of dividends
paid by the real estate investment trust or regulated investment company could
not be offset by net operating losses of its shareholders, would constitute
unrelated business taxable income for tax-exempt shareholders, and would be
ineligible for reduction of withholding to certain persons who are not U.S.
Persons.

          There are three rules for determining the effect of excess inclusions
on the alternative minimum taxable income of a Residual Holder. First,
alternative minimum taxable income for a Residual Holder is determined without
regard to the special rule, discussed above, that taxable income cannot be less
than excess inclusions. Second, a Residual Holder's alternative minimum taxable
income for a taxable year cannot be less than the excess inclusions for the
year. Third, the amount of any alternative minimum tax net operating loss
deduction must be computed without regard to any excess inclusions.

     TAX-RELATED RESTRICTIONS ON TRANSFER OF RESIDUAL CERTIFICATES

          Disqualified Organizations. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization (as defined
below), a tax would be imposed in an amount equal to the product of (i) the
present value of the total anticipated excess inclusions for that Residual
Certificate for periods after the transfer and (ii) the highest marginal federal
income tax rate applicable to corporations. The REMIC Regulations provide that
the anticipated excess inclusions are based on actual prepayment experience to
the date of the transfer and projected payments based on the Prepayment
Assumption. The present value rate equals the applicable federal rate under Code
Section 1274(d) as of the date of the transfer for a term ending with the last
calendar quarter in which excess inclusions are expected to accrue. This rate is
applied to the anticipated excess inclusions from the end of the remaining
calendar quarters in which they arise to the date of the transfer. Such a tax
generally would be imposed on the transferor of the Residual Certificate, except
that where the transfer is through an agent (including a broker, nominee or
other middleman) for a Disqualified Organization, the tax would instead be
imposed on the agent. However, a transferor of a Residual Certificate would in
no event be liable for the tax for a transfer if the transferee furnishes to the
transferor an affidavit stating that the transferee is not a Disqualified
Organization and, as of the time of the transfer, the transferor does not have
actual knowledge that the affidavit is false. The tax also may be waived by the
Internal Revenue Service if the Disqualified Organization promptly disposes of
the Residual Certificate and the transferor pays income tax at the highest
corporate rate on the excess inclusion for the period the Residual Certificate
is actually held by the Disqualified Organization.

          In addition, if a Pass-Through Entity (as defined below) has excess
inclusion income on a Residual Certificate during a taxable year and a
Disqualified Organization is the record holder of an equity interest in that
entity, then a tax is imposed on the entity equal to the product of (i) the
amount of excess inclusions that are allocable to the interest in the
Pass-Through Entity during the period the interest is held by that Disqualified
Organization, and (ii) the highest marginal federal corporate income tax rate.
The tax would be deductible from the ordinary gross income of the Pass-Through
Entity for the taxable year. The Pass-Through Entity would not be liable for the
tax if it has received an affidavit from the record holder that it is not a
Disqualified Organization or stating the holder's taxpayer identification number
and, during the period that person is the record holder of the Residual
Certificate, the Pass-Through Entity does not have actual knowledge that the
affidavit is false.


                                       103



          If an Electing Large Partnership" holds a Residual Certificate, all
interests in the Electing Large Partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed upon a Pass-Through Entity by Code
Section 860E(c). An exception to this tax, otherwise available to a Pass-Through
Entity that is furnished certain affidavits by record holders of interests in
the entity and that does not know the affidavits are false, is not available to
an Electing Large Partnership.

          For these purposes, (i) "DISQUALIFIED ORGANIZATION" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (provided, that this term does not include an instrumentality if all
of its activities are subject to tax and a majority of its board of directors is
not selected by any similar governmental entity), any cooperative organization
furnishing electric energy or providing telephone service to persons in rural
areas as described in Code Section 1381(a)(2)(C), and any organization (other
than a farmers' cooperative described in Code Section 521) that is exempt from
taxation under the Code unless the organization is subject to the tax on
unrelated business income imposed by Code Section 511, (ii) "PASS-THROUGH
ENTITY" means any regulated investment company, real estate investment trust,
common trust fund, partnership, trust or estate and certain corporations
operating on a cooperative basis, and (iii) an "ELECTING LARGE PARTNERSHIP"
means any partnership having more than 100 members during the preceding tax year
(other than certain service partnerships and commodity pools), which elect to
apply simplified reporting provisions under the Code. Except as may be provided
in Treasury regulations, any person holding an interest in a Pass-Through Entity
as a nominee for another will, with respect to that interest, be treated as a
Pass-Through Entity.

          The pooling and servicing agreement for a series will provide that no
legal or beneficial interest in a Residual Certificate may be transferred or
registered unless (i) the proposed transferee furnishes to the Trustee an
affidavit providing its taxpayer identification number and stating that the
transferee is the beneficial owner of the Residual Certificate and is not a
Disqualified Organization and is not purchasing the Residual Certificate on
behalf of a Disqualified Organization (i.e., as a broker, nominee or middleman
thereof) and (ii) the transferor provides a statement in writing to the Trustee
that it has no actual knowledge that the affidavit is false. Moreover, the
pooling and servicing agreement will provide that any attempted or purported
transfer in violation of these transfer restrictions will be null and void and
will vest no rights in any purported transferee. Each Residual Certificate with
respect to a series will bear a legend referring to these restrictions on
transfer, and each Residual Holder will be deemed to have agreed, as a condition
of ownership thereof, to any amendments to the related pooling and servicing
agreement required under the Code or applicable Treasury regulations to
effectuate the foregoing restrictions. Information necessary to compute an
applicable excise tax must be furnished to the Internal Revenue Service and to
the requesting party within 60 days of the request, and the Sponsor or the
Trustee may charge a fee for computing and providing this information.

          Noneconomic Residual Interests. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor would
continue to be treated as the owner of the Residual Certificates and thus would
continue to be subject to tax on its allocable portion of the net income of the
REMIC Pool. Under the REMIC Regulations, a transfer of a noneconomic residual
interest (as defined below) to a Residual Holder (other than a Residual Holder
who is not a U.S. Person, as defined below under "--Foreign Investors") is
disregarded for all federal income tax purposes if a significant purpose of the
transferor is to impede the assessment or collection of tax. A residual interest
in a REMIC (including a residual interest with a positive value at issuance) is
a "noneconomic residual interest" unless, at the time of the transfer, (i) the
present value of the expected future distributions on the residual interest at
least equals the product of the present value of the anticipated excess
inclusions and the highest federal corporate income tax rate in effect for the
year in which the transfer occurs, and (ii) the transferor reasonably expects
that the transferee will receive distributions from the REMIC at or after the
time at which taxes accrue on the anticipated excess inclusions in an amount
sufficient to satisfy the accrued taxes on each excess inclusion. The
anticipated excess inclusions and the present value rate are determined in the
same manner as set forth above under "--Disqualified Organizations." The REMIC
Regulations explain that 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 safe harbor is
provided if (i) the transferor conducted, at the time of the transfer, a
reasonable investigation of the financial condition of the transferee and found
that the transferee historically had paid its debts as they came due and found
no significant evidence to indicate that the transferee would not continue to
pay its debts as they came due in the future, (ii) the transferee represents to
the transferor that it understands that,


                                       104



as the holder of the non-economic residual interest, the transferee may incur
tax liabilities in excess of any cash flows generated by the interest and that
the transferee intends to pay taxes associated with holding the residual
interest as they become due, (iii) the transferee represents to the transferor
that it will not cause income from the residual certificate to be attributable
to a foreign permanent establishment or fixed base (within the meaning of an
applicable income tax treaty) of the transferee or of any other person, and (iv)
one of the two following tests is satisfied: either

          (a)  the present value of the anticipated tax liabilities associated
               with holding the noneconomic residual interest will not exceed
               the sum of:

               (1)  the present value of any consideration given to the
                    transferee to acquire the residual interest;

               (2)  the present value of the expected future distributions on
                    the residual interest; and

               (3)  the present value of the anticipated tax savings associated
                    with holding the residual interest as the REMIC generates
                    losses; or

          (b)  (1)  the transferee must be a domestic "C" corporation (other
                    than a corporation exempt from taxation or a regulated
                    investment company or real estate investment trust)
                    (generally, $100 million of gross assets and $10 million of
                    net assets for the current year and the two preceding fiscal
                    years);

               (2)  the transferee must agree in writing that any subsequent
                    transfer of the residual interest would be to an eligible
                    "C" corporation and would meet the requirement for a safe
                    harbor transfer; and

               (3)  the facts and circumstances known to the transferor on or
                    before the date of the transfer must not reasonably indicate
                    that the taxes associated with ownership of the residual
                    interest will not be paid by the transferee.

          For purposes of the computation in clause (a), the transferee is
assumed to pay tax at the highest corporate rate of tax specified in the Code
or, in certain circumstances, the alternative minimum tax rate. Further, present
values generally are computed using a discount rate equal to the short-term
Federal rate set forth in Code Section 1274(d) for the month of the transfer and
the compounding period used by the transferee.

          The pooling and servicing agreement for each series of Certificates
will require the transferee of a Residual Certificate to certify to the matters
in requirements (i) through (iii) above as part of the affidavit described above
under "--Disqualified Organizations." The pooling and servicing agreement will
not require that transfers of the Residual Certificates meet requirement (iv)
above. Consequently, those transfers may not meet the safe harbor. Persons
considering the purchase of the Residual Certificates of a series should consult
their advisors regarding the advisability of meeting the safe harbor in any
transfer of the Residual Certificates.

          Foreign Investors. The REMIC Regulations provide that the transfer of
a Residual Certificate that has "tax avoidance potential" to a Foreign Person
will be disregarded for all federal tax purposes. This rule appears intended to
apply to a transferee who is not a U.S. Person (as defined below), unless that
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A Residual Certificate is deemed to have tax
avoidance potential unless, at the time of the transfer, (i) the future value of
expected distributions equals at least 30% of the anticipated excess inclusions
after the transfer, and (ii) the transferor reasonably expects that the
transferee will receive sufficient distributions from the REMIC Pool at or after
the time at which the excess inclusions accrue and prior to the end of the next
succeeding taxable year for the accumulated withholding tax liability to be
paid. If the non-U.S. Person transfers the Residual Certificate back to a U.S.
Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.

          The prospectus supplement relating to the Certificates of a series may
provide that a Residual Certificate may not be purchased by or transferred to
any person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which such a transfer may be made. The term "U.S.
PERSON" means a citizen or resident


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of the United States, a corporation or partnership (except to the extent
provided in applicable Treasury regulations) created or organized in or under
the laws of the United States, any state or the District of Columbia, including
any entity treated as a corporation or partnership for federal income tax
purposes, or any political subdivision thereof, an estate that is subject to
U.S. federal income tax regardless of the source of its income, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust, and one or more U.S. Persons have the authority to
control all substantial decisions of the trust (or, to the extent provided in
applicable Treasury regulations, certain trusts in existence on August 20, 1996
which are eligible to elect to be treated as U.S. Persons).

     SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE

          Upon the sale or exchange of a Residual Certificate, the Residual
Holder will recognize gain or loss equal to the excess, if any, of the amount
realized over the adjusted basis (as described above under "--Basis and Losses")
of the Residual Holder in its Residual Certificate at the time of the sale or
exchange. In addition to reporting the taxable income of the REMIC Pool, a
Residual Holder will have taxable income if any cash distribution to it from the
REMIC Pool exceeds the adjusted basis on that Distribution Date. That income
will be treated as gain from the sale or exchange of the Residual Certificate.
It is possible that the termination of the REMIC Pool may be treated as a sale
or exchange of a Residual Holder's Residual Certificate, in which case, if the
Residual Holder has an adjusted basis in its Residual Certificate remaining when
its interest in the REMIC Pool terminates, and if it holds its Residual
Certificate as a capital asset under Code Section 1221, then it will recognize a
capital loss at that time in the amount of its remaining adjusted basis.

          Any gain on the sale of a Residual Certificate will be treated as
ordinary income (i) if a Residual Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate 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 a part of that transaction or (ii) in the case of a
non-corporate taxpayer, if the taxpayer has made an election under Code Section
163(d)(4) to have net capital gains taxed as investment income at ordinary
income rates. In addition, gain or loss recognized from the sale of a Residual
Certificate or termination of the REMIC Pool by certain banks or thrift
institutions will be treated as ordinary income or loss under Code Section
582(c).

          The Conference Committee Report to the 1986 Act provides that, except
as provided in Treasury regulations yet to be issued, the wash sale rules of
Code Section 1091 will apply to dispositions of Residual Certificates where the
seller of the Residual Certificate, during the period beginning six months
before the sale or disposition of the Residual Certificate and ending six months
after that sale or disposition, acquires (or enters into any other transaction
that results in the application of Code Section 1091) any residual interest in
any REMIC or any interest in a "taxable mortgage pool" (such as a non-REMIC
owner trust) that is economically comparable to a Residual Certificate.

     MARK-TO-MARKET REGULATIONS

          The Internal Revenue Service has issued final regulations (the
"MARK-TO-MARKET REGULATIONS") under Code Section 475 relating to the requirement
that a securities dealer mark to market securities held for sale to customers.
This mark-to-market requirement applies to all securities of a dealer, except to
the extent that the dealer has specifically identified a security as held for
investment. The Mark-to-Market Regulations provide that, for purposes of this
mark-to-market requirement, a Residual Certificate is not treated as a security
and thus may not be marked to market.

     TAXES THAT MAY BE IMPOSED ON THE REMIC POOL

     PROHIBITED TRANSACTIONS

          Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss includible
in the federal income tax returns of Residual Holders, but rather will be


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taxed directly to the REMIC Pool at a 100% rate. Prohibited transactions
generally include (i) the disposition of a qualified mortgage other than for (a)
substitution within two years of the Startup Day for a defective (including a
defaulted) obligation (or repurchase in lieu of substitution of a defective
(including a defaulted) obligation at any time) or for any qualified mortgage
within three months of the Startup Day, (b) foreclosure, default, or imminent
default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool,
or (d) a qualified (complete) liquidation, (ii) the receipt of income from
assets that are not the type of mortgages or investments that the REMIC Pool is
permitted to hold, (iii) the receipt of compensation for services, or (iv) the
receipt of gain from disposition of cash flow investments other than pursuant to
a qualified liquidation. Notwithstanding (i) and (iv) of the preceding sentence,
it is not a prohibited transaction to sell REMIC Pool property to prevent a
default on Regular Certificates as a result of a default on qualified mortgages
or to facilitate a clean-up call (generally, an optional prepayment of the
remaining principal balance of a class of Regular Certificates to save
administrative costs when no more than a small percentage of the Certificates is
outstanding). The REMIC Regulations indicate that the modification of a
qualified mortgage generally will not be treated as a disposition if it is
occasioned by a default or reasonably foreseeable default, an assumption of the
Mortgage Loan, the waiver of a due-on-sale or due-on-encumbrance clause, or the
conversion of an interest rate by a mortgagor pursuant to the terms of a
convertible adjustable-rate Mortgage Loan.

     CONTRIBUTIONS TO THE REMIC POOL AFTER THE STARTUP DAY

          In general, the REMIC Pool will be subject to a tax at a 100% rate on
the value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool (i) during the
three months following the Startup Day, (ii) made to a qualified reserve fund by
a Residual Holder, (iii) in the nature of a guarantee, (iv) made to facilitate a
qualified liquidation or cleanup call, and (v) as otherwise permitted in
Treasury regulations yet to be issued. It is not anticipated that there will be
any contributions to the REMIC Pool after the Startup Day.

     NET INCOME FROM FORECLOSURE PROPERTY

          The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. Generally,
property acquired by deed in lieu of foreclosure would be treated as
"foreclosure property" for a period not exceeding the close of the third
calendar year after the year in which the REMIC Pool acquired the property, with
a possible extension. Net income from foreclosure property generally means gain
from the sale of a foreclosure property that is inventory property and gross
income from foreclosure property other than qualifying rents and other
qualifying income for a real estate investment trust. It is not anticipated that
the REMIC Pool will have any taxable net income from foreclosure property.

     LIQUIDATION OF THE REMIC POOL

          If a REMIC Pool adopts a plan of complete liquidation, within the
meaning of Code Section 860F(a)(4)(A)(i), which may be accomplished by
designating in the REMIC Pool's final tax return a date on which the adoption is
deemed to occur, and sells all of its assets (other than cash) within a 90-day
period beginning on that date, the REMIC Pool will not be subject to the
prohibited transaction rules on the sale of its assets, provided that the REMIC
Pool credits or distributes in liquidation all of the sale proceeds plus its
cash (other than amounts retained to meet claims) to holders of Regular
Certificates and Residual Holders within the 90-day period.

     ADMINISTRATIVE MATTERS

          The REMIC Pool will be required to maintain its books on a calendar
year basis and to file federal income tax returns for federal income tax
purposes in a manner similar to a partnership. The form for this income tax
return is Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return. The Trustee will be required to sign the REMIC Pool's returns. Treasury
regulations provide that, except where there is a single Residual Holder for an
entire taxable year, the REMIC Pool will be subject to the procedural and
administrative rules of the Code applicable to partnerships, including the
determination by the Internal Revenue Service of any adjustments to, among other
things, items of REMIC income, gain, loss, deduction, or credit in a unified
administrative proceeding. The Master Servicer or the Trustee, as specified in
the related pooling and servicing agreement, will be obligated to


                                       107



act as "tax matters person," as defined in applicable Treasury regulations, with
respect to the REMIC Pool, in its capacity as either Residual Holder or agent of
the Residual Holders. If the Code or applicable Treasury regulations do not
permit the Master Servicer or the Trustee to act as tax matters person in its
capacity as agent of the Residual Holders, the Residual Holder chosen by the
Residual Holders or such other person specified pursuant to Treasury regulations
will be required to act as tax matters person.

     LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES

          An investor who is an individual, estate or trust will be subject to
limitation on certain itemized deductions described in Code Section 67, if those
itemized deductions, in the aggregate, do not exceed 2% of the investor's
adjusted gross income. In addition, Code Section 68 provides that itemized
deductions otherwise allowable for a taxable year of an individual taxpayer will
be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross
income over a statutory threshold amount or (ii) 80% of the amount of itemized
deductions otherwise allowable for that year. These limitations will be phased
out and eliminated by 2010. In the case of a REMIC Pool, these deductions may
include deductions under Code Section 212 for the servicing fee and all
administrative and other expenses relating to the REMIC Pool, or any similar
expenses allocated to the REMIC Pool for a regular interest it holds in another
REMIC. Investors who hold REMIC Certificates either directly or indirectly
through certain pass-through entities may have their pro rata share of these
expenses allocated to them as additional gross income, but may be subject to the
limitation on deductions. In addition, these expenses are not deductible at all
for purposes of computing the alternative minimum tax, and may cause these
investors to be subject to significant additional tax liability. Temporary
Treasury regulations provide that the additional gross income and corresponding
amount of expenses generally are to be allocated entirely to the holders of
Residual Certificates in the case of a REMIC Pool that would not qualify as a
fixed investment trust in the absence of a REMIC election. However, the
additional gross income and limitation on deductions will apply to the allocable
portion of those expenses to holders of Regular Certificates, as well as holders
of Residual Certificates, where the Regular Certificates are issued in a manner
that is similar to pass-through certificates in a fixed investment trust. All of
those expenses generally will be allocable to the Residual Certificates. In
general, the allocable portion will be determined based on the ratio that a
REMIC Certificateholder's income, determined on a daily basis, bears to the
income of all holders of Regular Certificates and Residual Certificates for a
REMIC Pool. As a result, individuals, estates or trusts holding REMIC
Certificates (either directly or indirectly through a grantor trust,
partnership, S corporation, REMIC or certain other pass-through entities
described in the foregoing temporary Treasury regulations) may have taxable
income in excess of the interest income at the pass-through rate on Regular
Certificates that are issued in a single class or otherwise consistently with
fixed investment trust status or in excess of cash distributions for the related
period on Residual Certificates.

     TAXATION OF CERTAIN FOREIGN INVESTORS

     REGULAR CERTIFICATES

          Interest, including Original Issue Discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or other
non-U.S. Persons, will be considered "portfolio interest" and, therefore,
generally will not be subject to 30% United States withholding tax, provided
that such non-U.S. Person (i) is not a "10-percent shareholder" (within the
meaning of Code Section 871(h)(3)(B)) of, or a controlled foreign corporation
(described in Code Section 881(c)(3)(C)) related to, the REMIC (or possibly one
or more mortgagors) and (ii) provides the Trustee, or the person who would
otherwise be required to withhold tax from such distributions under Code Section
1441 or 1442 with appropriate documentation, signed under penalties of perjury,
establishing an exemption from withholding. The appropriate documentation
includes IRS Form W-8BEN, if the non-U.S. Person is a corporation or individual
eligible for the benefits of the portfolio interest exemption or an exemption
based on a treaty; IRS Form W-8ECI if the non-U.S. Person is eligible for an
exemption on the basis of its income from the Regular Certificate being
effectively connected to a United States trade or business; IRS Form W-8BEN or
IRS Form W-8IMY, if the non-U.S. Person is a trust, depending on whether such
trust is classified as the beneficial owner of the Regular Certificate; and IRS
Form W-8IMY, with supporting documentation as specified in the Treasury
regulations, required to substantiate exemptions from withholding, on behalf of
its partners, if the non-U.S. Person is a partnership. An intermediary (other
than a partnership) must provide IRS Form W-8IMY, revealing all required
information, including its name, address, taxpayer identification number, the
country under the laws of which it is created, and certification that it is not
acting for its own account. A "qualified intermediary" must certify


                                       108



that it has provided, or will provide, a withholding statement as required under
Treasury regulations Section 1.1441-1(e)(5)(v), but need not disclose the
identity of its account holders on its Form W-8IMY, and may certify its account
holders' status without including each beneficial owner's certificate. A
non-"qualified intermediary" must additionally certify that it has provided, or
will provide, a withholding statement that is associated with the appropriate
IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on
behalf of its beneficial owners. If any of the foregoing forms, or any other
required documentation is not provided, 30% withholding will apply. The term
"intermediary" means a person acting as a custodian, a broker, nominee or
otherwise as an agent for the beneficial owner of a Regular Certificate. A
"qualified intermediary" is generally a foreign financial institution or
clearing organization or a non-U.S. branch or office of a U.S. financial
institution or clearing organization that is a party to a withholding agreement
with the IRS.

     RESIDUAL CERTIFICATES

          The Conference Committee Report to the 1986 Act indicates that amounts
paid to Residual Holders who are non-U.S. Persons generally should be treated as
interest for purposes of the 30% (or lower treaty rate) United States
withholding tax. Treasury regulations provide that amounts distributed to
Residual Holders may qualify as "portfolio interest," subject to the conditions
described in "--Regular Certificates" above, but only if (i) the Mortgage Loans
were issued after July 18, 1984 and (ii) the Trust Estate or segregated pool of
assets in the Trust Estate (as to which a separate REMIC election will be made),
to which the Residual Certificate relates, consists of obligations issued in
"registered form" within the meaning of Code Section 163(f)(1). Generally,
Mortgage Loans will not be, but regular interests in another REMIC Pool will be,
considered obligations issued in registered form. Furthermore, a Residual Holder
will not be entitled to any exemption from the 30% withholding tax (or lower
treaty rate) to the extent of that portion of REMIC taxable income that
constitutes an "excess inclusion." See "--Taxation of Residual Certificates--
Limitations on Offset or Exemption of REMIC Income" above. If the amounts paid
to Residual Holders who are non-U.S. Persons are effectively connected with the
conduct of a trade or business within the United States by those non-U.S.
Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the
amounts paid to the non-U.S. Persons will be subject to United States federal
income tax at regular rates. If 30% (or lower treaty rate) withholding is
applicable, those amounts generally will be taken into account for purposes of
withholding only when paid or otherwise distributed (or when the Residual
Certificate is disposed of) under rules similar to withholding upon disposition
of debt instruments that have Original Issue Discount. See "--Taxation of
Residual Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Foreign Investors" above concerning the disregard of certain
transfers having "tax avoidance potential." Investors who are Non-U.S. Persons
should consult their tax advisors regarding the specific tax consequences to
them of owning Residual Certificates.

     BACKUP WITHHOLDING

          Distributions made on the Regular Certificates, and proceeds from the
sale of the Regular Certificates to or through certain brokers, may be subject
to a "backup" withholding tax under Code Section 3406 at the rate of 28%
(increasing to 31% after 2010) on "reportable payments" (including interest
distributions, Original Issue Discount, and, under certain circumstances,
principal distributions) unless the Regular Certificateholder is a U.S. Person
and provides IRS Form W-9 with the correct taxpayer identification number; is a
non-U.S. Person and provides IRS Form W-8BEN identifying the non-U.S. Person and
stating that the beneficial owner is not a U.S. Person; or can be treated as an
exempt recipient within the meaning of Treasury regulations Section
1.6049-4(c)(1)(ii). Any amounts to be withheld from distribution on the Regular
Certificates would be refunded by the IRS or allowed as a credit against the
Regular Certificateholder's federal income tax liability. Information reporting
requirements may also apply regardless of whether withholding is required.
Prospective investors are encouraged to consult their own tax advisors regarding
the application to them of information reporting.

     REPORTING REQUIREMENTS

          Reports of accrued interest, Original Issue Discount and information
necessary to compute the accrual of market discount will be made annually to the
Internal Revenue Service and to individuals, estates, nonexempt and
non-charitable trusts, and partnerships who are either holders of record of
Regular Certificates or beneficial owners who own Regular Certificates through a
broker or middleman as nominee. All brokers, nominees and all other non-exempt
holders of record of Regular Certificates (including corporations, non-calendar
year taxpayers, securities or commodities dealers, real estate investment
trusts, investment companies, common trust funds, thrift institutions and


                                       109



charitable trusts) may request this information for any calendar quarter by
telephone or in writing by contacting the person designated in Internal Revenue
Service Publication 938 with respect to a particular series of Regular
Certificates. Holders through nominees must request this information from the
nominee.

          The Internal Revenue Service's Form 1066 has an accompanying Schedule
Q, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net
Loss Allocation. Treasury regulations require that Schedule Q be furnished by
the REMIC Pool to each Residual Holder by the end of the month following the
close of each calendar quarter (41 days after the end of a quarter under
proposed Treasury regulations) in which the REMIC Pool is in existence.

          Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual Holders,
furnished annually, if applicable, to holders of Regular Certificates, and filed
annually with the Internal Revenue Service concerning Code Section 67 expenses
(see "--Limitations on Deduction of Certain Expenses" above) allocable to these
holders. Furthermore, under the Treasury regulations, information must be
furnished quarterly to Residual Holders, furnished annually to holders of
Regular Certificates and filed annually with the Internal Revenue Service
concerning the percentage of the REMIC Pool's assets meeting the qualified asset
tests described above under "--Status of REMIC Certificates."

FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC ELECTION
IS MADE

     GENERAL

          If no election is made to treat a Trust Estate (or a segregated pool
of assets in the Trust Estate) with respect to a series of Certificates as a
REMIC, the Trust Estate will be classified as a grantor trust under subpart E,
Part 1 of subchapter J of the Code and not as an association taxable as a
corporation or a "taxable mortgage pool" within the meaning of Code Section
7701(i). Where there is no Fixed Retained Yield on the Mortgage Loans underlying
the Certificates of a series, and where those Certificates are not designated as
Stripped Certificates, the holder of each Certificate in that series will be
treated as the owner of a pro rata undivided interest in the ordinary income and
corpus portions of the Trust Estate represented by its Certificate and will be
considered the beneficial owner of a pro rata undivided interest in each of the
Mortgage Loans, subject to the discussion below under "--Recharacterization of
Servicing Fees." Accordingly, the holder of a Certificate of a particular series
will be required to report on its federal income tax return its pro rata share
of the entire income from the Mortgage Loans represented by its Certificate,
including interest at the mortgage interest rate on the Mortgage Loans, Original
Issue Discount (if any), prepayment fees, assumption fees, and late payment
charges received by the Master Servicer, in accordance with that
certificateholder's method of accounting. A certificateholder generally will be
able to deduct its share of the servicing fee and all administrative and other
expenses of the Trust Estate in accordance with its method of accounting,
provided that those amounts are reasonable compensation for services rendered to
that Trust Estate. However, investors who are individuals, estates or trusts who
own Certificates, either directly or indirectly through certain pass-through
entities, will be subject to limitation with respect to certain itemized
deductions described in Code Section 67, including deductions under Code Section
212 for the servicing fee and all administrative and other expenses of the Trust
Estate, to the extent that the deductions, in the aggregate, do not exceed two
percent of an investor's adjusted gross income. In addition, Code Section 68
provides that itemized deductions otherwise allowable for a taxable year of an
individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if
any, of adjusted gross income over a statutory threshold amount or (ii) 80% of
the amount of itemized deductions otherwise allowable for that year. These
limitations will be phased out and eliminated by 2010. As a result, investors
holding Certificates, directly or indirectly through a pass-through entity, may
have aggregate taxable income in excess of the aggregate amount of cash received
on their Certificates relating to interest at the pass-through rate or as
discount income on their Certificates. In addition, these expenses are not
deductible at all for purposes of computing the alternative minimum tax, and may
cause investors to be subject to significant additional tax liability. Moreover,
where there is Fixed Retained Yield on the Mortgage Loans underlying a series of
Certificates or where the servicing fees are in excess of reasonable servicing
compensation, the transaction will be subject to the application of the
"stripped bond" and "stripped coupon" rules of the Code, as described below
under "--Stripped Certificates" and "--Recharacterization of Servicing Fees."

     TAX STATUS


                                       110



          Each of Orrick, Herrington & Sutcliffe LLP, Cadwalader, Wickersham &
Taft LLP and Hunton & Williams LLP has advised the Depositor that, except as
described below with respect to Stripped Certificates:


               (i) A Certificate owned by a "domestic building and loan
          association" within the meaning of Code Section 7701(a)(19) will be
          considered to represent "loans . . . secured by an interest in real
          property which is . . . residential real property" within the meaning
          of Code Section 7701(a)(19)(C)(v), provided that the real property
          securing the Mortgage Loans represented by that Certificate is of the
          type described in that section of the Code.

               (ii) A Certificate owned by a real estate investment trust will
          be considered to represent "real estate assets" within the meaning of
          Code Section 856(c)(4)(A) to the extent the assets of the related
          Trust Estate consist of qualified assets, and interest income on those
          assets will be considered "interest on obligations secured by
          mortgages on real property" to that extent within the meaning of Code
          Section 856(c)(3)(B).

               (iii) A Certificate owned by a REMIC will be considered to
          represent an "obligation (including any participation or certificate
          of beneficial ownership therein) which is principally secured by an
          interest in real property" within the meaning of Code Section
          860G(a)(3)(A) to the extent the assets of the related Trust Estate
          consist of "qualified mortgages" within the meaning of Code Section
          860G(a)(3).

          An issue arises as to whether Buydown Loans may be characterized in
their entirety under the Code provisions cited in clauses (i) and (ii) of the
immediately preceding paragraph. There is indirect authority supporting
treatment of an investment in a Buydown Loan as entirely secured by real
property if the fair market value of the real property securing the loan exceeds
the principal amount of the loan at the time of issuance or acquisition, as the
case may be. There is no assurance that the treatment described above is
correct. Accordingly, Certificateholders are urged to consult their tax advisors
concerning the effects of these arrangements on the characterization of their
investment for federal income tax purposes.

     PREMIUM AND DISCOUNT

          Certificateholders are advised to consult with their tax advisors as
to the federal income tax treatment of premium and discount arising either upon
initial acquisition of Certificates or afterwards.

     PREMIUM

          The treatment of premium incurred upon the purchase of a Certificate
will be determined generally as described above under "--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Residual
Certificates--Treatment of Certain Items of REMIC Income and Expense--Premium."

     ORIGINAL ISSUE DISCOUNT

          The Original Issue Discount rules of Code Sections 1271 through 1275
will be applicable to a 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 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, Original Issue Discount could arise by the charging of points by
the originator of the mortgages in an amount greater than the statutory de
minimis exception, including a payment of points that is currently deductible by
the borrower under applicable Code provisions or, under certain circumstances,
by the presence of "teaser" rates on the Mortgage Loans. See "--Stripped
Certificates" below regarding Original Issue Discount on Stripped Certificates.

          Original Issue Discount generally must be reported as ordinary gross
income as it accrues under a constant interest method that takes into account
the compounding of interest, in advance of the cash attributable to that income.
Generally, no Prepayment Assumption will be assumed for purposes of this
accrual. However, Code


                                       111



Section 1272 provides for a reduction in the amount of Original Issue Discount
includible in the income of a holder of an obligation that acquires the
obligation after its initial issuance at a price greater than the sum of the
original issue price and the previously accrued Original Issue Discount, 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 those Mortgage Loans, no Original Issue Discount attributable to the
difference between the issue price and the original principal amount of those
Mortgage Loans (i.e., points) will be includible by the holder.

     MARKET DISCOUNT

          Certificateholders also will be subject to the market discount rules
if the conditions for application of those sections are met. Market discount on
the Mortgage Loans will be determined and will be reported as ordinary income
generally in the manner described above under "--Federal Income Tax Consequences
for REMIC Certificates--Taxation of Regular Certificates--Market Discount,"
except that the ratable accrual methods described in those sections will not
apply. Rather, the holder will accrue market discount pro rata over the life of
the Mortgage Loans, unless the constant yield method is elected. Generally, no
Prepayment Assumption will be assumed for purposes of that accrual.

     RECHARACTERIZATION OF SERVICING FEES

          If the servicing fees paid to a Master Servicer were deemed to exceed
reasonable servicing compensation, the amount of any excess would represent
neither income nor a deduction to certificateholders. In this regard, there are
no authoritative guidelines for federal income tax purposes as to either the
maximum amount of servicing compensation that may be considered reasonable in
the context of this or similar transactions or whether, in the case of the
Certificate, the reasonableness of servicing compensation should be determined
on a weighted average or loan-by-loan basis. If a loan-by-loan basis is
appropriate, the likelihood that the amount would exceed reasonable servicing
compensation as to some of the Mortgage Loans would be increased. Internal
Revenue Service guidance indicates that a servicing fee in excess of reasonable
compensation ("EXCESS SERVICING") will cause the Mortgage Loans to be treated
under the "stripped bond" rules. This guidance provides safe harbors for
servicing deemed to be reasonable and requires taxpayers to demonstrate that the
value of servicing fees in excess of those amounts is not greater than the value
of the services provided.

          Accordingly, if the Internal Revenue Service's approach is upheld, a
Master Servicer who receives a servicing fee in excess of those amounts would be
viewed as retaining an ownership interest in a portion of the interest payments
on the Mortgage Loans. Under the rules of Code Section 1286, the separation of
ownership of the right to receive some or all of the interest payments on an
obligation from the right to receive some or all of the principal payments on
the obligation would result in treatment of the Mortgage Loans as "stripped
coupons" and "stripped bonds." Subject to the de minimis rule discussed below
under "--Stripped Certificates," each stripped bond or stripped coupon could be
considered for this purpose as a non-interest bearing obligation issued on the
date of issue of the Certificates, and the Original Issue Discount rules of the
Code would apply to its holder. While certificateholders would still be treated
as owners of beneficial interests in a grantor trust for federal income tax
purposes, the corpus of the grantor trust could be viewed as excluding the
portion of the Mortgage Loans the ownership of which is attributed to the Master
Servicer, or as including this portion as a second class of equitable interest.
Applicable Treasury regulations treat this arrangement as a fixed investment
trust, since the multiple classes of trust interests should be treated as merely
facilitating direct investments in the trust assets and the existence of
multiple classes of ownership interests is incidental to that purpose. In
general, this recharacterization should not have any significant effect upon the
timing or amount of income reported by a certificateholder, except that the
income reported by a cash method holder may be slightly accelerated. See
"--Stripped Certificates" below for a further description of the federal income
tax treatment of stripped bonds and stripped coupons.

     SALE OR EXCHANGE OF CERTIFICATES

          Upon sale or exchange of a Certificate, a certificateholder will
recognize gain or loss equal to the difference between the amount realized on
the sale and its aggregate adjusted basis in the Mortgage Loans and other assets
represented by the Certificate. In general, the aggregate adjusted basis will
equal the certificateholder's cost for the Certificate, increased by the amount
of any income previously reported relating to the Certificate and decreased by
the amount of any losses previously reported for the Certificate and the amount
of any distributions received on the


                                       112



certificate. Except as provided above relating to market discount on any
Mortgage Loans, and except for certain financial institutions subject to the
provisions of Code Section 582(c), any gain or loss generally would be capital
gain or loss if the Certificate was held as a capital asset. However, gain on
the sale of a Certificate will be treated as ordinary income (i) if a
Certificate is held as part of a "conversion transaction" as defined in Code
Section 1258(c), up to the amount of interest that would have accrued on the
certificateholder's net investment in the conversion transaction at 120% of the
appropriate applicable Federal rate 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 a part of that
transaction or (ii) in the case of a non-corporate taxpayer, if the taxpayer has
made an election under Code Section 163(d)(4) to have net capital gains taxed as
investment income at ordinary income rates. Long-term capital gains of certain
noncorporate taxpayers generally are subject to a lower maximum tax rate than
ordinary income or short-term capital gains of those taxpayers for property held
more than one year. The maximum tax rate for corporations is the same with
respect to both ordinary income and capital gains.

     STRIPPED CERTIFICATES

     GENERAL

          Pursuant to Code Section 1286, the separation of ownership of the
right to receive some or all of the principal payments on an obligation from
ownership of the right to receive some or all of the interest payments results
in the creation of "stripped bonds" with respect to principal payments and
"stripped coupons" with respect to interest payments. For purposes of this
discussion, Certificates that are subject to those rules will be referred to as
"STRIPPED CERTIFICATES." The Certificates will be subject to those rules if (i)
the Depositor or any of its affiliates retains (for its own account or for
purposes of resale), in the form of Fixed Retained Yield or otherwise, an
ownership interest in a portion of the payments on the Mortgage Loans, (ii) the
Depositor or any of its affiliates is treated as having an ownership interest in
the Mortgage Loans if it is paid (or retains) servicing compensation in an
amount greater than reasonable consideration for servicing the Mortgage Loans
(see "--Recharacterization of Servicing Fees" above), and (iii) a class of
Certificates issued in two or more classes or subclasses representing the right
to non-pro-rata percentages of the interest and principal payments on the
Mortgage Loans.

          In general, a holder of a Stripped Certificate will be considered to
own "stripped bonds" for its pro rata share of all or a portion of the principal
payments on each Mortgage Loan and/or "stripped coupons" relating to its pro
rata share of all or a portion of the interest payments on each Mortgage Loan,
including the Stripped Certificate's allocable share of the servicing fees paid
to a Master Servicer, if these fees represent reasonable compensation for
services rendered. See the discussion above under "--Recharacterization of
Servicing Fees." Although not free from doubt, for purposes of reporting to
Stripped Certificateholders, the servicing fees will be allocated to the
Stripped Certificates in proportion to the respective entitlements to
distributions of each class of Stripped Certificates for the related period or
periods. The holder of a Stripped Certificate generally will be entitled to a
deduction each year in respect of the servicing fees, as described above under
"--General," subject to the limitation described in that section.

          Code Section 1286 treats a stripped bond or a stripped coupon
generally as an obligation issued at an Original Issue Discount on the date that
the stripped interest is purchased. Although the treatment of Stripped
Certificates for federal income tax purposes is not clear in certain respects at
this time, particularly where those Stripped Certificates are issued with
respect to a Mortgage Pool containing variable-rate Mortgage Loans, the
Depositor has been advised by counsel that (i) the Trust Estate will be treated
as a grantor trust under subpart E, Part I of subchapter J of the Code and not
as an association taxable as a corporation or a "taxable mortgage pool" within
the meaning of Code Section 7701(i), and (ii) each Stripped Certificate should
be treated as a single installment obligation for purposes of calculating
Original Issue Discount and gain or loss on disposition. This treatment is based
on the interrelationship of Code Section 1286, Code Sections 1272 through 1275,
and the OID Regulations. Although it is possible that computations with respect
to Stripped Certificates could be made in one of the ways described below under
"--Taxation of Stripped Certificates--Possible Alternative Characterizations,"
the OID Regulations state, in general, that two or more debt instruments issued
by a single issuer to a single investor in a single transaction should be
treated as a single debt instrument. Accordingly, for OID purposes, all payments
on any Stripped Certificates should be aggregated and treated as though they
were made on a single debt instrument. The pooling and servicing agreement will
require that the Trustee make and report all computations described below using
this aggregate approach, unless substantial legal authority requires otherwise.


                                       113



          Furthermore, Treasury regulations issued December 28, 1992 provide for
treatment of a Stripped Certificate as a single debt instrument issued on the
date it is purchased for purposes of calculating any Original Issue Discount. In
addition, under these regulations, a Stripped Certificate that represents a
right to payments of both interest and principal may be viewed either as issued
with Original Issue Discount or market discount (as described below), at a de
minimis Original Issue Discount, or, presumably, at a premium. This treatment
indicates that the interest component of this type of Stripped Certificate would
be treated as qualified stated interest under the OID Regulations, assuming it
is not an interest-only or super-premium Stripped Certificate. Further, these
final regulations provide that the purchaser of this type of Stripped
Certificate will be required to account for any discount as market discount
rather than Original Issue Discount if either (i) the initial discount with
respect to the Stripped Certificate was treated as zero under the de minimis
rule, or (ii) no more than 100 basis points in excess of reasonable servicing is
stripped off the related Mortgage Loans. Any of this market discount would be
reportable as described above under "Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Market Discount," without regard
to the de minimis rule discussed in that section, assuming that a prepayment
assumption is employed in the computation.

     STATUS OF STRIPPED CERTIFICATES

          No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as that
of the Mortgage Loans. Although the issue is not free from doubt, counsel has
advised the Depositor that Stripped Certificates owned by applicable holders
should be considered to represent "real estate assets" within the meaning of
Code Section 856(c)(4)(A), "obligation[s] . . . principally secured by an
interest in real property" within the meaning of Code Section 860G(a)(3)(A), and
"loans . . . secured by an interest in real property" within the meaning of Code
Section 7701(a)(19)(C)(v), and interest (including Original Issue Discount)
income attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the Mortgage
Loans and interest on the Mortgage Loans qualify for that treatment. The
application of these Code provisions to Buy-Down Loans is uncertain. See "--Tax
Status" above.

     TAXATION OF STRIPPED CERTIFICATES

          Original Issue Discount. Except as described above under "--General,"
each Stripped Certificate will be considered to have been issued at an Original
Issue Discount for Federal income tax purposes. Original Issue Discount with
respect to a Stripped Certificate must be included in ordinary income as it
accrues, in accordance with a constant interest method that takes into account
the compounding of interest, which may be prior to the receipt of the cash
attributable to the related income. Based in part on the OID Regulations and the
amendments to the Original Issue Discount sections of the Code made by the 1986
Act, the amount of Original Issue Discount required to be included in the income
of a holder of a Stripped Certificate (referred to in this discussion as a
"STRIPPED CERTIFICATEHOLDER") in any taxable year likely will be computed
generally as described above under "--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Original Issue Discount" and
"--Variable Rate Regular Certificates." However, with the apparent exception of
a Stripped Certificate qualifying as a market discount obligation as described
above under "--General," the issue price of a Stripped Certificate will be the
purchase price paid by each holder, and the stated redemption price at maturity
will include the aggregate amount of the payments to be made on the Stripped
Certificate to the Stripped Certificateholder, presumably under the Prepayment
Assumption, other than qualified stated interest.

          If the Mortgage Loans prepay at a rate either faster or slower than
that under the Prepayment Assumption, a Stripped Certificateholder's recognition
of Original Issue Discount will be either accelerated or decelerated and the
amount of the Original Issue Discount will be either increased or decreased
depending on the relative interests in principal and interest on each Mortgage
Loan represented by the Stripped Certificateholder's Stripped Certificate. While
the matter is not free from doubt, the holder of a Stripped Certificate should
be entitled in the year that it becomes certain (assuming no further
prepayments) that the holder will not recover a portion of its adjusted basis in
the Stripped Certificate to recognize a loss (which may be a capital loss) equal
to that portion of unrecoverable basis.

          As an alternative to the method described above, the fact that some or
all of the interest payments with respect to the Stripped Certificates will not
be made if the Mortgage Loans are prepaid could lead to the interpretation that
the interest payments are "contingent" within the meaning of the OID
Regulations. The OID


                                       114



Regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to prepayable securities like as the Stripped
Certificates. However, if final regulations dealing with contingent interest
with respect to the Stripped Certificates apply the same principles as the OID
Regulations, those regulations may lead to different timing of income inclusion
than would be the case under the OID Regulations for non-contingent debt
instruments. Furthermore, application of these principles could lead to the
characterization of gain on the sale of contingent interest Stripped
Certificates as ordinary income. Investors should consult their tax advisors
regarding the appropriate tax treatment of Stripped Certificates.

          Sale or Exchange of Stripped Certificates. Sale or exchange of a
Stripped Certificate prior to its maturity will result in gain or loss equal to
the difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in the Stripped Certificate, as described
above under "--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates--Sale or Exchange of Regular Certificates." If a
subsequent purchaser's purchase price is exceeded by the remaining payments on
the Stripped Certificates, the subsequent purchaser will be required for federal
income tax purposes to accrue and report that excess as if it were Original
Issue Discount in the manner described above. It is not clear for this purpose
whether the assumed prepayment rate that is to be used in the case of a Stripped
Certificateholder other than an original Stripped Certificateholder should be
the Prepayment Assumption or a new rate based on the circumstances at the date
of subsequent purchase.

          Purchase of More Than One Class of Stripped Certificates. When an
investor purchases more than one class of Stripped Certificates, it is unclear
whether for federal income tax purposes those classes of Stripped Certificates
should be treated separately or aggregated for purposes of the rules described
above.

          Possible Alternative Characterizations. The characterizations of the
Stripped Certificates discussed above are not the only possible interpretations
of the applicable Code provisions. For example, the Stripped Certificateholder
may be treated as the owner of (i) one installment obligation consisting of the
Stripped Certificate's pro rata share of the payments attributable to principal
on each Mortgage Loan and a second installment obligation consisting of the
Stripped Certificate's pro rata share of the payments attributable to interest
on each Mortgage Loan, (ii) as many stripped bonds or stripped coupons as there
are scheduled payments of principal and/or interest on each Mortgage Loan, or
(iii) a separate installment obligation for each Mortgage Loan, representing the
Stripped Certificate's pro rata share of payments of principal and/or interest
to be made on the Mortgage Loan. Alternatively, the holder of one or more
classes of Stripped Certificates may be treated as the owner of a pro rata
fractional undivided interest in each Mortgage Loan to the extent that the
Stripped Certificate, or classes of Stripped Certificates in the aggregate,
represent the same pro rata portion of principal and interest on each Mortgage
Loan, and a stripped bond or stripped coupon (as the case may be), treated as an
installment obligation or contingent payment obligation, as to the remainder.
Regulations regarding Original Issue Discount on stripped obligations make the
foregoing interpretations less likely to be applicable. The preamble to those
regulations states that they are premised on the assumption that an aggregation
approach is appropriate for determining whether Original Issue Discount on a
stripped bond or stripped coupon is de minimis, and solicits comments on
appropriate rules for aggregating stripped bonds and stripped coupons under Code
Section 1286.

          Because of these possible varying characterizations of Stripped
Certificates and the resultant differing treatment of income recognition,
Stripped Certificateholders are urged to consult their tax advisors regarding
the proper treatment of Stripped Certificates for federal income tax purposes.

     REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

          The Master Servicer or the Trustee, as specified in the related
prospectus supplement, will furnish, within a reasonable time after the end of
each calendar year, to each Certificateholder or Stripped Certificateholder at
any time during that year, the information (prepared on the basis described
above) as is necessary to enable those certificateholders to prepare their
federal income tax returns. This information will include the amount of Original
Issue Discount accrued on Certificates held by persons other than
certificateholders exempted from the reporting requirements. The amount required
to be reported by the Master Servicer or the Trustee may not be equal to the
proper amount of Original Issue Discount required to be reported as taxable
income by a certificateholder, other than an original certificateholder that
purchased at the issue price. In particular, in the case of Stripped
Certificates, this reporting will be based upon a representative initial
offering price of each class of Stripped Certificates. The Master


                                       115


Servicer or the Trustee will also file the Original Issue Discount information
with the Internal Revenue Service. If a certificateholder fails to supply an
accurate taxpayer identification number or if the Secretary of the Treasury
determines that a certificateholder has not reported all interest and dividend
income required to be shown on its federal income tax return, backup withholding
may be required in respect of any reportable payments, as described above under
"--Federal Income Tax Consequences for REMIC Certificates--Backup Withholding."

     TAXATION OF CERTAIN FOREIGN INVESTORS

          If a Certificate evidences ownership in Mortgage Loans that are issued
on or before July 18, 1984, interest or Original Issue Discount paid by the
person required to withhold tax under Code Section 1441 or 1442 to nonresident
aliens, foreign corporations, or other non-U.S. persons ("FOREIGN PERSONS")
generally will be subject to 30% United States withholding tax, or any lower
rate as may be provided for interest by an applicable tax treaty. Accrued
Original Issue Discount recognized by the certificateholder on the sale or
exchange of a Certificate also will be subject to federal income tax at the same
rate.

          Treasury regulations provide that interest or Original Issue Discount
paid by the Trustee or other withholding agent to a Foreign Person evidencing
ownership interest in Mortgage Loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and those persons will
be subject to the same certification requirements, described above under
"--Federal Income Tax Consequences for REMIC Certificates--Taxation of Certain
Foreign Investors--Regular Certificates."

                            STATE TAX CONSIDERATIONS

          In addition to the federal income tax consequences described in
"Federal Income Tax Consequences," potential investors should consider the state
income tax consequences of the acquisition, ownership, and disposition of the
Certificates. State 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. Potential investors should consult
their tax advisors with respect to the various tax consequences of investments
in the Certificates.

                              PLAN OF DISTRIBUTION

          The Certificates are being offered by this prospectus and the
applicable prospectus supplement through one or more of the various methods
described below. The applicable prospectus supplement for each series will
describe the method of offering being used for that series. The prospectus
supplement will state the public offering or purchase price of each class of
Certificates of that series, or the method by which the price is to be
determined, and the net proceeds to the Depositor from the sale of the
Certificates.

          The Certificates will be offered through the following methods from
time to time and offerings may be made concurrently through more than one of
these methods or an offering of a series of Certificates may be made through a
combination of two or more of the following methods:

          o    by negotiated firm commitment underwriting and public offering by
               an underwriter specified in the related prospectus supplement;

          o    by placements by the Depositor with institutional investors
               through dealers;

          o    by direct placements by the Depositor with investors, in which
               event the Depositor will be an underwriter with respect to the
               Certificates; and

          o    by inclusion as underlying securities backing another series of
               mortgage pass-through certificates issued by an entity of which
               the Depositor or an affiliate of the Depositor may act as the
               depositor. In the event that the Depositor or an affiliate of the
               Depositor acts as depositor with respect to the other series of
               mortgage pass-through certificates, the Depositor or its
               affiliate will be an underwriter with respect to the underlying
               securities.


                                       116



          If underwriters are used in a sale of any Certificates, these
Certificates will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices to be
determined at the time of sale or at the time of commitment for sale. Firm
commitment underwriting and public reoffering by underwriters may be done
through underwriting syndicates or through one or more firms acting alone. The
specific managing underwriter or underwriters, if any, for the offer and sale of
a series of Certificates will be set forth on the cover of the prospectus
supplement applicable to that series and members of the underwriting syndicate,
if any, will be named in that prospectus supplement. The prospectus supplement
will describe any discounts and commissions to be allowed or paid by the
Depositor to the underwriters, any other items constituting underwriting
compensation and any discounts and commissions to be allowed or paid to the
dealers. The obligations of the underwriters will be subject to certain
conditions precedent. The underwriters with respect to a sale of any class of
Certificates will be obligated to purchase all of those Certificates if any are
purchased. The Depositor and, if specified in the applicable prospectus
supplement, an affiliate of the Depositor, will indemnify the applicable
underwriters against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.

          The prospectus supplement for any series of Certificates offered other
than through underwriters will contain information regarding the nature of that
offering and any agreements to be entered into between the Depositor and dealers
and/or the Depositor and purchasers of Certificates.

          Purchasers of Certificates, including dealers, may, depending on the
facts and circumstances of the purchases, be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended, in connection with
reoffers and sales by them of Certificates. Certificateholders should consult
with their legal advisors in this regard prior to any reoffer or sale.

          If specified in the prospectus supplement relating to a series of
Certificates, the Depositor or any affiliate thereof may purchase some or all of
one or more classes of Certificates of that series from the underwriter or
underwriters at a price specified or described in the prospectus supplement.
That purchaser may then from time to time offer and sell, pursuant to this
prospectus, some or all of the Certificates purchased directly, through one or
more underwriters to be designated at the time of the offering of the
Certificates or through dealers acting as agent and/or principal. Any of these
offerings may be restricted in the manner specified in the applicable prospectus
supplement. These transactions may be effected at market prices prevailing at
the time of sale, at negotiated prices or at fixed prices. The underwriters and
dealers participating in a purchaser's offering of Certificates may receive
compensation in the form of underwriting discounts or commissions from the
purchaser and the dealers may receive commissions from the investors purchasing
Certificates for whom they may act as agent (which discounts or commissions will
not exceed those customary in those types of transactions involved). Any dealer
that participates in the distribution of Certificates will be an "underwriter"
within the meaning of the Securities Act of 1933, as amended, and any
commissions and discounts received by that dealer and any profit on the resale
of Certificates by that dealer will be underwriting discounts and commissions
under the Securities Act of 1933, as amended.

                                 USE OF PROCEEDS

          The Depositor will apply the net proceeds from the sale of each series
of Certificates for the purchase of the Mortgage Assets serving as security for
those Certificates.

                              FINANCIAL INFORMATION

          A new Trust will be formed by the Depositor for each series of
Certificates. As a result, no Trust will engage in any business activity or have
any assets or obligations prior to the issuance of the related series of
Certificates. Accordingly, no financial statements for any Trust will be
included in this prospectus or in the related prospectus supplement.

                                  LEGAL MATTERS

          The legality of, and certain federal income tax matters related to,
the Certificates of a series will be passed upon for the Depositor by Orrick,
Herrington & Sutcliffe LLP, Washington, D.C., Cadwalader, Wickersham & Taft


                                       117



LLP, New York, New York or Hunton &Williams LLP, Charlotte, North Carolina, as
specified in the related prospectus supplement.

                                     RATING

          The Certificates of any series offered pursuant to this prospectus and
a prospectus supplement will be rated in one of the four highest categories by
one or more nationally-recognized statistical rating agencies listed in the
related prospectus supplement.

          A securities 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 agency.

                          REPORTS TO CERTIFICATEHOLDERS

          The Trustee or the Master Servicer will prepare and make available to
the certificateholders of each series statements containing information with
respect to principal and interest payments and the related Trust Estate, as
described under "Description of Certificates--Reports to Certificateholders."
Copies of these statements will be filed with the Commission through its EDGAR
system located at http://www.sec.gov under the name of the Trust as an exhibit
to the Trust's monthly distribution reports on Form 10-D for each series of
Certificates for so long as the Trust is subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended. Monthly distribution reports
on Form 10-D are generally due within 15 days after each Distribution Date,
unless such due date falls on a weekend or holiday, in which case the due date
extends to the first business day following. In addition, each party to the
servicing function, for a series of Certificates (generally the Trustee and the
Servicer (any Master Servicer)) will furnish to the Trustee or Master Servicer,
as applicable, the compliance statements, Assessments of Compliance and
Attestation Reports detailed under "The Pooling and Servicing
Agreement--Evidence as to Compliance." Copies of these statements and reports
will be filed with the SEC under the name of the Trust as an exhibit to the
Trust's annual statement on Form 10-K for each series of Certificates.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

          The Securities and Exchange Commission (the "COMMISSION") allows the
Depositor to "incorporate by reference" information it files with the
Commission, which means that the Depositor can disclose important information to
you by referring you to documents which contain that information. Information
incorporated by reference is considered to be part of this prospectus. Certain
information that the Depositor will file with the Commission in the future will
automatically update the information in this prospectus. In all cases, you
should rely on the later information over different information included in this
prospectus or the prospectus supplement. The Depositor incorporates by reference
any future annual, monthly and current Commission reports filed by or on behalf
of the issuing entity until the Depositor terminates the offering of the related
Certificates.

          At your request, the Depositor will send copies of these documents and
reports to you at no charge. You may contact the Depositor by writing or calling
it at the address and phone number listed under "Where You Can Find More
Information."

                       WHERE YOU CAN FIND MORE INFORMATION

          The Depositor has filed a registration statement relating to the
Certificates with the Commission. This prospectus is part of the registration
statement, but the registration statement contains additional information.

          Copies of the registration statement and any other materials the
Depositor files with the Commission, including distribution reports on Form
10-D, annual reports, on Form 10-K, current reports on Form 8-K and amendments
to these reports (collectively, "PERIODIC REPORTS"), may be read and copied at
the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Information concerning the operation of the Commission's Public Reference
Room may be obtained by calling the Commission at (800) SEC-0330. The Commission
also maintains an Internet Web site at http://www.sec.gov at which you can view
and download copies of reports, proxy and information statements and other
information filed electronically through the EDGAR system.


                                       118



Our SEC filings may be located by using the SEC Central Index Key (CIK) for the
depositor, 0000934377. For purposes of any electronic version of this
prospectus, the preceding uniform resource locator, or URL, is an inactive
textual reference only. We have taken steps to ensure that this URL was inactive
at the time we created any electronic version of this prospectus. The Depositor
has filed the registration statement, including all exhibits, through the EDGAR
system and therefore those materials should be available by logging onto the
Commission's Web site. The Commission maintains computer terminals providing
access to the EDGAR system at the office referred to above. Copies of any
documents incorporated to this prospectus by reference will be provided to each
person to whom a prospectus is delivered upon written or oral request directed
to Banc of America Funding Corporation, 214 North Tryon Street, Charlotte, North
Carolina 28255, Attention: Secretary, telephone number (704) 386-2400.

          Copies of filed Periodic Reports relating to an issuing entity will
also be available on the applicable Trustee's website promptly after they are
filed through the EDGAR system (which may not be the same day) as described in
the related prospectus supplement.

          At such time as may be required under relevant SEC rules and
regulations, we may provide static pool information otherwise required to be set
forth in this prospectus through an Internet Web site. If we determine to do so,
the prospectus supplement accompanying this prospectus will disclose the
specific Internet address where the information is posted.


                                       119



                                 INDEX OF TERMS

                                                                            PAGE
                                                                            ----
1986 Act.................................................................     94
Accretion Directed Certificates..........................................     36
Accrual Certificates.....................................................     38
Advances.................................................................     62
Assessment of Compliance.................................................     68
Asset Conservation Act...................................................     83
Attestation Report.......................................................     68
Auction Administrator....................................................     40
Auction Certificates.....................................................     40
Auction Distribution Date................................................     40
Balloon Loans............................................................     20
Balloon Period...........................................................     20
Bank of America..........................................................     51
Bankruptcy Code..........................................................     76
Beneficial Owners........................................................     29
Benefit Plans............................................................     84
Book-Entry Certificates..................................................     29
Buy Down Fund............................................................     20
Buy Down Loans...........................................................     20
Cash Flow Agreement......................................................     47
CERCLA...................................................................     82
CERCLA Secured-Creditor Exemption........................................     82
Certificates.............................................................     27
Code.....................................................................     91
Commission...............................................................    118
Companion Certificates...................................................     36
Component Certificates...................................................     36
Cooperatives.............................................................     21
Cut-Off Date.............................................................     57
Deferred Interest........................................................     18
Definitive Certificates..................................................     28
Depositor................................................................     52
Disqualified Organization................................................    104
Distribution Account.....................................................     27
Distribution Date........................................................     34
DOL......................................................................     85
DOL Regulations..........................................................     85
Due-on-Sale..............................................................     79
Electing Large Partnership...............................................    104
Eligible Custodial Account...............................................     59
Eligible Investments.....................................................     60
ERISA....................................................................     84
ERISA Plans..............................................................     84
Escrow Account...........................................................     63
Euroclear Operator.......................................................     31
European Depositaries....................................................     29
Exempt Plans.............................................................     84
Fannie Mae Certificates..................................................     25
FHA......................................................................     23
FHA Loans................................................................     23
Financial Intermediary...................................................     29
Fitch....................................................................     86
Fixed Retained Yield.....................................................     67
Fixed-Rate Certificates..................................................     38
Floating-Rate Certificates...............................................     38
Foreign Persons..........................................................    116
Freddie Mac Act..........................................................     24
Freddie Mac Certificates.................................................     24
Garn Act.................................................................     79
Ginnie Mae Certificates..................................................     23
Ginnie Mae I Certificates................................................     23
Ginnie Mae II Certificates...............................................     23
Graduated Pay Mortgage Loans.............................................     19
Gross Margin.............................................................     18
Growing Equity Mortgage Loans............................................     19
HOPA.....................................................................     81
Housing Act..............................................................     23
HUD......................................................................     23
Indirect Participants....................................................     29
Interest Only Mortgage Loans.............................................     19
Interest-Only Certificates...............................................     39
Inverse Floating-Rate Certificates.......................................     39
IO Certificates..........................................................     39
IRA......................................................................     84
Liquidation Proceeds.....................................................     60
Lockout Certificates.....................................................     36
Mark-to-Market Regulations...............................................    106
Master Servicer..........................................................     54
Master Servicer Custodial Account........................................     60
MERS.....................................................................     57
Moody's..................................................................     86
Mortgage Assets..........................................................     17
Mortgage Certificates....................................................     17
Mortgage Loans...........................................................     17
NCUA.....................................................................     90
Non-ERISA Plans..........................................................     84
Non-Pro Rata Certificate.................................................     95
Nonrecoverable Advance...................................................     62
Non-SMMEA Certificates...................................................     89
Notional Amount Certificates.............................................     36
OCC......................................................................     52
OID Regulations..........................................................     94
Option ARM Mortgage Loans................................................     18
Original Issue Discount..................................................     94
PAC Certificates.........................................................     37
PAC I....................................................................     37
PAC II...................................................................     37
Par Price................................................................     40
Participants.............................................................     29
Pass-Through Certificates................................................     36
Pass-through Entity......................................................    104
Paying Agent.............................................................     62
PC Agreement.............................................................     26
PC Servicer..............................................................     26
PC Sponsor...............................................................     26
PC Trustee...............................................................     26


                                       120



                                                                            PAGE
                                                                            ----
Periodic Advance.........................................................     62
Periodic Reports.........................................................    119
Planned Amortization Certificates........................................     37
PO Certificates..........................................................     39
Prepayment Assumption....................................................     95
Principal-Only Certificates..............................................     39
Private Certificates.....................................................     26
PTCE.....................................................................     85
Ratio Strip Certificates.................................................     37
RCRA.....................................................................     82
RCRA Secured-Creditor Exemption..........................................     82
Regular Certificateholder................................................     94
Regular Certificates.....................................................     92
Relevant Depositary......................................................     29
Relief Act...............................................................     81
REMIC....................................................................     92
REMIC Certificates.......................................................     92
REMIC Pool...............................................................     92
REO Property.............................................................     62
Residual Certificates....................................................     92
Residual Holders.........................................................    100
Restricted Group.........................................................     88
Rules....................................................................     29
S&P......................................................................     86
Scheduled Amortization Certificates......................................     37
Senior Certificates......................................................     37
Sequential Pay Certificates..............................................     38
Servicer.................................................................     54
Servicer Custodial Account...............................................     59
Servicing Advances.......................................................     62
SMMEA....................................................................     89
Sponsor..................................................................     51
Standard Hazard Insurance Policy.........................................     65
Startup Day..............................................................     93
Step Coupon Certificates.................................................     39
Stripped Certificateholder...............................................    114
Stripped Certificates....................................................    113
Subordinate Certificates.................................................     38
Subsidy Account..........................................................     19
Subsidy Loans............................................................     19
Subsidy Payments.........................................................     19
Super Senior Certificates................................................     38
Super Senior Support Certificates........................................     38
Support Certificates.....................................................     36
TAC Certificates.........................................................     38
Targeted Amortization Certificates.......................................     38
Texas Home Equity Laws...................................................     79
Tiered Payment Mortgage Loans............................................     19
Title V..................................................................     80
Trust Estate.............................................................     17
Trustee..................................................................     17
U.S. Person..............................................................    106
UCC......................................................................     75
Underlying Loans.........................................................     26
Underlying Servicing Agreement...........................................     54
Underwriter's Exemption..................................................     86
VA.......................................................................     23
Variable Rate Certificates...............................................     39
Window Period............................................................     79
Window Period Loans......................................................     79
Window Period States.....................................................     79


                                       121



                            [Bank of America(R) LOGO]

                       BANC OF AMERICA FUNDING CORPORATION
                                    DEPOSITOR

                      BANK OF AMERICA, NATIONAL ASSOCIATION
                                     SPONSOR

                      BANC OF AMERICA FUNDING 2006-D TRUST
                                 ISSUING ENTITY

                             WELLS FARGO BANK, N.A.
                                 MASTER SERVICER

                                 $1,776,428,100
                                  (APPROXIMATE)

                              MORTGAGE PASS-THROUGH
                           CERTIFICATES, SERIES 2006-D

                                   ----------

                              PROSPECTUS SUPPLEMENT

                                   ----------

The Offered Certificates are not being offered in any state where the offer is
not permitted.

The Depositor does not claim the accuracy of the information in this prospectus
supplement and the accompanying prospectus as of any date other than the dates
stated on their respective covers.

Dealers will deliver a prospectus supplement and prospectus when acting as
underwriters of the Offered Certificates and with respect to their unsold
allotments or subscriptions. Such delivery obligation may be satisfied by filing
the prospectus supplement and prospectus with the Securities and Exchange
Commission. In addition, all dealers selling the Offered Certificates will
deliver a prospectus supplement and prospectus until ninety days following the
date of this prospectus supplement.

                         BANC OF AMERICA SECURITIES LLC

                                 April 26, 2006