Prospectus Supplement dated June 16, 2006 (To Prospectus dated May 16, 2006)

                           $901,125,000 (APPROXIMATE)

                    [CCM CARRINGTON CAPITAL MANAGEMENT LOGO]

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.
                                    DEPOSITOR

                 CARRINGTON MORTGAGE LOAN TRUST, SERIES 2006-NC2
                                 ISSUING ENTITY

                            CARRINGTON SECURITIES, LP
                                     SPONSOR

                        NEW CENTURY MORTGAGE CORPORATION
                                    SERVICER

                 CARRINGTON MORTGAGE LOAN TRUST, SERIES 2006-NC2
                     ASSET-BACKED PASS-THROUGH CERTIFICATES

OFFERED CERTIFICATES

     The trust will consist primarily of a pool of one- to four-family
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien, closed-end, subprime mortgage loans. The trust will
issue four classes of senior certificates, the Class A Certificates, designated
Class A-1, Class A-2, Class A-3 and Class A-4, and ten classes of mezzanine
certificates, the Class M Certificates, designated Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class
M-10. Only the Class A Certificates and Class M Certificates (other than the
Class M-10 Certificates) are offered by this prospectus supplement and are more
fully described in the table on page S-7 of this prospectus supplement.

CREDIT ENHANCEMENT

     Credit enhancement for the offered certificates consists of:

     o    excess cash flow and overcollateralization; and

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

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

--------------------------------------------------------------------------------
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-16 IN THIS
PROSPECTUS SUPPLEMENT.
--------------------------------------------------------------------------------

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

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

     The certificates represent interests only in the trust, as the issuing
entity, and do not represent interests in or obligations of Stanwich Asset
Acceptance Company, L.L.C., as the depositor, Carrington Securities, LP, as the
sponsor, or any of their affiliates.

     Citigroup Global Markets Inc., Barclays Capital Inc. and Northeast
Securities, Inc., as underwriters, will purchase the Class A Certificates and
Class M Certificates (other than the Class M-10 Certificates) from the depositor
in the amounts described in "Method of Distribution" on page S-135 of this
prospectus supplement. The offered certificates are offered by the issuing
entity through Citigroup Global Markets Inc., Barclays Capital Inc. and
Northeast Securities, Inc. to prospective purchasers from time to time in
negotiated transactions at varying prices to be determined based on the market
price at the time of sale. The net proceeds to the depositor from the sale of
the offered certificates will be approximately 99.75% of the certificate
principal balance of the offered certificates, before deducting expenses.

                                    CITIGROUP

BARCLAYS CAPITAL                                      NORTHEAST SECURITIES, INC.



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

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

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

          o    this prospectus supplement, including Annex I attached hereto,
               which describes the specific terms of your series of
               certificates.

          The depositor's principal offices are located at Seven Greenwich
Office Park, 599 West Putnam Avenue, Greenwich, Connecticut 06830 and its
telephone number is (203) 661-6186.

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

          The certificates referred to in these materials are being sold when,
as and if issued. The issuer is not obligated to issue such certificates or any
similar security and the underwriter's obligation to deliver such offered
certificates is subject to the terms and conditions of the underwriting
agreement with the issuer and the availability of such certificates when, as and
if issued by the issuer. You are advised that the terms of the certificates, and
the characteristics of the mortgage loan pool backing them, may change (due,
among other things, to the possibility that mortgage loans that comprise the
pool may become delinquent or defaulted or may be removed or replaced and that
similar or different mortgage loans may be added to the pool, and that one or
more classes of certificates may be split, combined or eliminated), at any time
prior to issuance or availability of a final prospectus. You are advised that
certificates may not be issued that have the characteristics described in these
materials. The underwriter's obligation to sell such offered certificates to you
is conditioned on the mortgage loans and offered certificates having the
characteristics described in these materials. If for any reason the issuer does
not deliver such certificates, the underwriter will notify you, and neither the
issuer nor any underwriter will have any obligation to you to deliver all or any
portion of the offered certificates which you have committed to purchase, and
none of the issuer nor any underwriter will be liable for any costs or damages
whatsoever arising from or related to such non-delivery.


                                       S-2



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
SUMMARY.................................................................     S-5
RISK FACTORS............................................................    S-16
   Risks Associated with the Mortgage Loans.............................    S-16
   Limited Obligations..................................................    S-22
   Liquidity Risks......................................................    S-23
   Special Yield and Prepayment Considerations..........................    S-23
   Bankruptcy Risks.....................................................    S-28
ISSUING ENTITY..........................................................    S-29
SPONSOR ................................................................    S-29
AFFILIATIONS AMONG TRANSACTION PARTIES..................................    S-30
DESCRIPTION OF THE MORTGAGE POOL........................................    S-30
   General..............................................................    S-30
   The Index............................................................    S-32
   Mortgage Loan Characteristics........................................    S-33
   Static Pool Information..............................................    S-65
   Delinquency Experience on the Mortgage Loans.........................    S-65
   Credit Scores........................................................    S-66
   The Originators......................................................    S-67
   Additional Information...............................................    S-73
THE CAP CONTRACTS PROVIDER..............................................    S-74
DESCRIPTION OF THE CERTIFICATES.........................................    S-76
   General..............................................................    S-76
   Glossary of Terms....................................................    S-77
   Distributions on the Offered Certificates............................    S-93
   Interest Distributions...............................................    S-93
   Determination of One-Month LIBOR.....................................    S-95
   Principal Distributions..............................................    S-95
   Net Monthly Excess Cash Flow and Overcollateralization...............    S-96
   The Cap Contracts....................................................    S-98
   Allocation of Losses.................................................    S-98
   Advances.............................................................   S-100
   Residual Interests...................................................   S-101
   Reports to Certificateholders........................................   S-101
   Rights of the Holders of the Class CE Certificates...................   S-101
YIELD AND PREPAYMENT CONSIDERATIONS.....................................   S-101
   General..............................................................   S-101
   Prepayment Considerations............................................   S-102
   Allocation of Principal Distributions................................   S-104
   Realized Losses and Interest Shortfalls..............................   S-105
   Pass-Through Rates...................................................   S-106
   Purchase Price.......................................................   S-107
   Final Scheduled Distribution Dates...................................   S-107
   Weighted Average Life................................................   S-107
POOLING AND SERVICING AGREEMENT.........................................   S-126
   General..............................................................   S-126
   Custodial Arrangements...............................................   S-126
   The Servicer.........................................................   S-126
   Events of Default....................................................   S-129
   Voting Rights........................................................   S-129
   Termination..........................................................   S-129
   The Trustee..........................................................   S-130
LEGAL PROCEEDINGS.......................................................   S-131
MATERIAL FEDERAL INCOME TAX CONSEQUENCES................................   S-132
USE OF PROCEEDS.........................................................   S-135
METHOD OF DISTRIBUTION..................................................   S-135
LEGAL OPINIONS..........................................................   S-136
RATINGS ................................................................   S-136
LEGAL INVESTMENT........................................................   S-137
CERTAIN ERISA CONSIDERATIONS............................................   S-137
   ANNEX I GLOBAL CLEARANCE, SETTLEMENT AND TAX
      DOCUMENTATION PROCEDURES..........................................     I-1
   Initial Settlement...................................................     I-1


                                       S-3



                                TABLE OF CONTENTS

                                   (continued)

                                                                            Page
                                                                            ----
   Secondary Market Trading.............................................     I-2
   Certain U.S. Federal Income Tax Documentation Requirements...........     I-4


                                       S-4



                                     SUMMARY

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

Issuing entity................   Carrington Mortgage Loan Trust, Series
                                 2006-NC2.

Title of the offered
certificates..................   Carrington Mortgage Loan Trust, Series 2006-NC2
                                 Asset-Backed Pass-Through Certificates.

Depositor and Issuer..........   Stanwich Asset Acceptance Company, L.L.C.

Sponsor.......................   Carrington Securities, LP.

Originators...................   New Century Mortgage Corporation, a California
                                 Corporation, and Home123 Corporation, a
                                 California Corporation.

Servicer......................   New Century Mortgage Corporation.

Trustee.......................   Wells Fargo Bank, N.A.

Cap Contracts Provider........   Swiss Re Financial Products Corporation.

Responsible Party.............   NC Capital Corporation. The responsible party
                                 makes certain representations and warranties
                                 with respect to the mortgage loans and has
                                 certain obligations with respect to the
                                 repurchase and substitution of the mortgage
                                 loans.

                                 See "Description of the Mortgage Pool--General"
                                 in this prospectus supplement.

Mortgage pool.................   4,468 mortgage loans consisting of
                                 adjustable-rate and fixed-rate, interest-only,
                                 balloon and fully-amortizing, first lien and
                                 second lien, closed-end, subprime mortgage
                                 loans with an aggregate principal balance of
                                 approximately $943,090,876 as of the cut-off
                                 date after application of scheduled payments
                                 due on or before the cut-off date whether or
                                 not received and subject to a permitted
                                 variance of plus or minus 5%.

Cut-off date..................   The close of business on June 1, 2006.

Closing date..................   On or about June 21, 2006.

Distribution dates............   On the 25th of each month or, if the 25th is
                                 not a business day, on the next business day,
                                 beginning in July 2006.


                                      S-5



Final scheduled distribution
date..........................   The final scheduled distribution date with
                                 respect to the Class A-1 Certificates, Class
                                 A-2 Certificates, Class A-3 Certificates and
                                 Class A-4 Certificates will be the distribution
                                 date in August 2031, April 2036, April 2036 and
                                 May 2036, respectively. The final scheduled
                                 distribution date with respect to the Class M
                                 Certificates will be the distribution date in
                                 June 2036. The actual final distribution date
                                 with respect to any class of certificates could
                                 be substantially earlier.

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

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

                                 See "Description of the
                                 Certificates--Book-Entry Registration of the
                                 Offered Certificates" in this prospectus
                                 supplement.

Minimum denominations.........   Class A and Class M-1 Certificates: $100,000
                                 and integral multiples of $1 in excess thereof.

                                 Class M-2, Class M-3, Class M-4, Class M-5,
                                 Class M-6, Class M-7, Class M-8 and Class M-9
                                 Certificates: $250,000 and integral multiples
                                 of $1 in excess thereof.

ERISA Considerations..........   Subject to the considerations described under
                                 "Certain ERISA Considerations" in this
                                 prospectus supplement, the offered certificates
                                 are expected to be considered eligible for
                                 purchase by persons investing assets of
                                 employee benefit plans or individual retirement
                                 accounts.

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

Legal investment..............   The offered certificates will not constitute
                                 "mortgage related securities" for purposes of
                                 the Secondary Mortgage Market Enhancement Act
                                 of 1984, or SMMEA.

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


                                      S-6




                              OFFERED CERTIFICATES



       PASS-THROUGH  INITIAL CERTIFICATE        INITIAL RATING                                  FINAL SCHEDULED
CLASS     RATE(1)    PRINCIPAL BALANCE(2)  (S&P/MOODY'S/FITCH) (3)        DESIGNATIONS         DISTRIBUTION DATE
-----  ------------  --------------------  -----------------------  -------------------------  -----------------

CLASS A CERTIFICATES:

 A-1    Adjustable        362,485,000            AAA/Aaa/AAA                 Senior/            August 25, 2031
                                                                         Adjustable Rate
 A-2    Adjustable        199,812,000            AAA/Aaa/AAA                 Senior/             April 25, 2036
                                                                         Adjustable Rate
 A-3    Adjustable         99,408,000            AAA/Aaa/AAA                 Senior/             April 25, 2036
                                                                         Adjustable Rate
 A-4    Adjustable         41,841,000            AAA/Aaa/AAA                 Senior/              May 25, 2036
                                                                         Adjustable Rate
TOTAL CLASS A
CERTIFICATES:             703,546,000

CLASS M CERTIFICATES:

 M-1    Adjustable         41,496,000            AA+/Aa1/AA+        Mezzanine/Adjustable Rate    June 25, 2036
 M-2    Adjustable         48,098,000             AA/Aa2/AA         Mezzanine/Adjustable Rate    June 25, 2036
 M-3    Adjustable         17,919,000            AA-/Aa3/AA-        Mezzanine/Adjustable Rate    June 25, 2036
 M-4    Adjustable         17,919,000              A+/A1/A+         Mezzanine/Adjustable Rate    June 25, 2036
 M-5    Adjustable         17,919,000               A/A2/A          Mezzanine/Adjustable Rate    June 25, 2036
 M-6    Adjustable         16,976,000              A-/A3/A-         Mezzanine/Adjustable Rate    June 25, 2036
 M-7    Adjustable         16,504,000           BBB+/Baa1/BBB+      Mezzanine/Adjustable Rate    June 25, 2036
 M-8    Adjustable         12,260,000            BBB/Baa2/BBB       Mezzanine/Adjustable Rate    June 25, 2036
 M-9    Adjustable          8,488,000           BBB-/Baa3/BBB-      Mezzanine/Adjustable Rate    June 25, 2036

TOTAL OFFERED CLASS M
CERTIFICATES:             197,579,000

TOTAL OFFERED
CERTIFICATES:             901,125,000

                            NON-OFFERED CERTIFICATES

 M-10   Adjustable         10,845,000            BB+/Ba1/BB+        Mezzanine/Adjustable Rate    June 25, 2036
 CE         N/A            31,120,776                 NR                   Subordinate                N/A
  P         N/A                   100                 NR                Prepayment Charges            N/A
 R-I        N/A                   N/A                 NR                     Residual                 N/A
R-II        N/A                   N/A                 NR                     Residual                 N/A

TOTAL NON-OFFERED
CERTIFICATES:              41,965,876

TOTAL OFFERED AND
NON-OFFERED CERTIFICATES: 943,090,876


----------
(1)  See the description of "Pass-Through Rates" on the following page.

(2)  Approximate, subject to the variance in the outstanding principal balance
     of the mortgage loans described in the second paragraph of "Description of
     the Mortgage Pool--General" in this prospectus supplement.

(3)  It is a condition to the issuance of the offered certificates that they be
     given the ratings listed above.


                                      S-7



OTHER INFORMATION:

Only the offered certificates are offered for sale pursuant to this prospectus
supplement and the related prospectus. The non-offered certificates will not be
offered.

PASS-THROUGH RATES:

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

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

o    a per annum rate equal to the weighted average of the net mortgage rates on
     the then outstanding mortgage loans, adjusted to a rate based on the actual
     number of days in a month and a 360-day year.

                               RELATED MARGIN (%)

CLASS    (1)     (2)
-----   -----   -----
A-1     0.030%  0.060%
A-2     0.090%  0.180%
A-3     0.150%  0.300%
A-4     0.240%  0.480%
M-1     0.270%  0.405%
M-2     0.290%  0.435%
M-3     0.310%  0.465%
M-4     0.350%  0.525%
M-5     0.380%  0.570%
M-6     0.440%  0.660%
M-7     0.850%  1.275%
M-8     1.000%  1.500%
M-9     1.850%  2.775%
M-10    2.500%  3.750%

----------
(1)  For the interest accrual period for each distribution date through and
     including the first distribution date on which the aggregate principal
     balance of the mortgage loans remaining in the mortgage pool is reduced to
     less than 10% of the aggregate principal balance of the mortgage loans as
     of the cut-off date.

(2)  Each interest accrual period thereafter.


                                       S-8



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

THE TRUST

The depositor will establish a trust with respect to the Series 2006-NC2
Certificates. On the closing date, the depositor will deposit the pool of
mortgage loans described in this prospectus supplement into the trust. Each
certificate will represent a partial ownership interest in the trust.

THE MORTGAGE POOL

The mortgage loans will consist of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans. The mortgage loans to be deposited into the
trust will have the following approximate characteristics as of the cut-off
date:

                                                  WEIGHTED
                                  RANGE           AVERAGE
                           -------------------   ---------
Principal balance          $15,591 to $999,328   $211,077*
Mortgage rate              5.500% to 13.700%     8.315%
Remaining term to stated   178 to 359            358
   maturity (months)

*    Principal balance is an average.

The properties securing the mortgage loans include attached or detached, one- to
four- family dwelling units, individual condominium units and modular homes.

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

The securities described on the table on page S-7 are the only securities backed
by this mortgage pool that will be issued.

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

SERVICING

New Century Mortgage Corporation will service the mortgage loans, as more fully
described under "Pooling and Servicing Agreement" herein.

The servicing fees for each mortgage loan are payable out of the interest
payments on that mortgage loan prior to payments to certificateholders. The
servicing fees consist of servicing fees payable to the servicer, which are
payable with respect to each mortgage loan at a rate of 0.500% per annum, and
other related compensation payable to the servicer including assumption fees,
late payment charges and other miscellaneous servicing fees (except for
prepayment charges which, to the extent collected from mortgagors, will be
distributed to the holders of the Class P Certificates).

REPURCHASES OR SUBSTITUTIONS OF MORTGAGE LOANS

If NC Capital Corporation, as responsible party, or the sponsor cannot cure a
breach of any representation or warranty made by it and assigned to the trustee
for the benefit of the certificateholders relating to a mortgage loan within 90
days of notice given to the responsible party or the sponsor, and the breach
materially and adversely affects the interests of the certificateholders in the
mortgage loan, the responsible party or the sponsor will be obligated to
purchase the mortgage loan at a price equal to its principal balance as of the
date of purchase plus accrued and unpaid interest to the end of the calendar
month of the repurchase, less

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


                                       S-9



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

the amount payable in respect of servicing compensation or reimbursement.

Likewise, as described under "Description of the Certificates--Review of
Mortgage Loan Documents" in the prospectus, if the mortgage collateral seller
cannot cure certain documentary defects with respect to a mortgage loan, the
mortgage collateral seller will be required to repurchase the related mortgage
loan. If the conditions described under "The Trusts - Limited Right of
Substitution" in the prospectus are satisfied, a substitution may be made in
lieu of such repurchase obligation. See "The Trusts--Repurchases of Mortgage
Collateral" in the prospectus.

DISTRIBUTIONS ON THE CLASS A AND CLASS M CERTIFICATES

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

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

o    all payments of compensating interest made by the servicer with respect to
     the mortgage loans; plus

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

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

In addition, certificateholders will be entitled to amounts, if any, available
under the cap contracts to cover certain net WAC rate carryover amounts.

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

PRIORITY OF DISTRIBUTIONS. Payments to the certificateholders will be made from
the available distribution amount as follows:

                            Priority of Distributions

                               Priority of Payment
                            -------------------------
                            Pro rata, Class A
                            Certificate interest
                            -------------------------
                            Sequentially, Class M
                            Certificate interest
                            -------------------------
                            Sequentially or pro rata,
                            as set forth herein,
                            Class A Certificate
                            principal
                            -------------------------
                            Sequentially, Class M
                            Certificate principal
                            -------------------------
                            Net monthly excess cash
                            flow from mortgage loans
                            as described in this
                            prospectus supplement
                            -------------------------

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

INTEREST DISTRIBUTIONS. The amount of interest owed to each class of Class A and
Class M Certificates on each distribution date will equal:

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

o    the certificate principal balance of that class of certificates as of the
     day

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


                                      S-10



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

     immediately prior to the related distribution date; multiplied by

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

o    the share of some types of interest shortfalls allocated to that class, as
     described more fully in the definition of "Interest Distribution Amount" in
     "Description of the Certificates - Glossary of Terms" in this prospectus
     supplement.

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

ALLOCATIONS OF PRINCIPAL. Principal distributions on the certificates will be
made primarily from principal payments on the mortgage loans as follows:

On each distribution date (a) prior to a stepdown date or (b) on which a trigger
event is in effect, principal distributions will be distributed in the following
order of priority:

o    sequentially, to the holders of the Class A-1 Certificates, Class A-2
     Certificates, Class A-3 Certificates and Class A-4 Certificates, in that
     order, until the certificate principal balance of each class of Class A
     Certificates has been reduced to zero; and

o    sequentially, to the holders of the Class M-1 Certificates, Class M-2
     Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
     Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
     Certificates, Class M-9 Certificates and Class M-10 Certificates, in that
     order, until the certificate principal balance of each such class has been
     reduced to zero.

On each distribution date (a) on or after the stepdown date and (b) on which a
trigger event is not in effect, the principal distributions will be distributed
in the following order of priority:

o    sequentially, to the holders of the Class A-1 Certificates, Class A-2
     Certificates, Class A-3 Certificates and Class A-4 Certificates, in that
     order, up to an amount equal to the Class A principal distribution amount,
     until the certificate principal balance of each class of Class A
     Certificates has been reduced to zero; and

o    sequentially, to the holders of the Class M-1 Certificates, Class M-2
     Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
     Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
     Certificates, Class M-9 Certificates and Class M-10 Certificates, in that
     order, up to an amount equal to the related Class M principal distribution
     amount until the certificate principal balance of each such class has been
     reduced to zero.

On or after the occurrence of the first distribution date on which the
certificate principal balances of the Class M Certificates have been reduced to
zero, all priorities relating to distributions as described in this section of
the Summary entitled "Allocations of Principal" in respect of principal among
the Class A Certificates will be disregarded, and principal distributions will
be distributed to the remaining Class A Certificates on a pro rata basis in
accordance with their respective outstanding certificate principal balances.

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


                                      S-11




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

See "Description of the Certificates--Glossary of Terms--Trigger Event" in this
prospectus supplement.

ALLOCATIONS OF NET MONTHLY EXCESS CASH FLOW. In addition, the Class A and Class
M Certificates will receive distributions of principal and interest to reimburse
allocated realized losses and net WAC rate carryover amounts to the extent of
any net monthly excess cash flow from the mortgage loans available to cover
specified amounts, as and to the extent described in this prospectus supplement.

Net monthly excess cash flow, if any, will be applied on any distribution date
as follows:

o    distribution of additional principal in order to maintain the required
     level of overcollateralization;

o    distribution sequentially to the Class M-1 Certificates, Class M-2
     Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
     Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
     Certificates, Class M-9 Certificates and Class M-10 Certificates, in that
     order, in each case up to the related interest carry forward amount related
     to these certificates for the related distribution date;

o    distribution first pro rata to the Class A Certificates, then sequentially
     to the Class M-1 Certificates, Class M-2 Certificates, Class M-3
     Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
     Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
     Certificates and Class M-10 Certificates, in that order, in each case up to
     the related allocated realized loss amount for these classes for the
     related distribution date;

o    to the reserve account, for distribution to the holders of the Class A
     Certificates and Class M Certificates, the aggregate amount of any net WAC
     rate carryover amounts for these classes, after taking into account
     amounts, if any, under the cap contracts;

o    to the holders of the Class CE Certificates as provided in the pooling and
     servicing agreement; and

o    to the holders of the Class R Certificates, any remaining amounts; provided
     that if the related distribution date is the distribution date immediately
     following the expiration of the latest prepayment charge term or any
     distribution date thereafter, then any of these remaining amounts will be
     distributed first to the Class P Certificates, until the certificate
     principal balance thereof has been reduced to zero, and second to the
     holders of the Class R Certificates.

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

ALLOCATION OF LOSSES. Losses on the mortgage loans will be allocated in full for
each distribution date:

o    first, to any excess cash flow for such distribution date;

o    second, to the first listed class in the following order with a certificate
     balance greater than zero; Class CE Certificates, Class M-10 Certificates,
     Class M-9 Certificates, Class M-8 Certificates, Class M-7 Certificates,
     Class M-6 Certificates, Class M-5 Certificates, Class M-4 Certificates,
     Class M-3 Certificates, Class M-2

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


                                      S-12



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

     Certificates and Class M-1 Certificates; and

o    third, concurrently to the Class A-1 Certificates, Class A-2 Certificates,
     Class A-3 Certificates and Class A-4 Certificates on a pro rata basis based
     on the certificate balance of each such class with a certificate balance
     greater than zero.

CREDIT ENHANCEMENT

The credit enhancement for the benefit of the Class A and Class M Certificates
consists of:

EXCESS CASH FLOW. Because more interest with respect to the mortgage loans is
payable by the mortgagors than is expected to be necessary to distribute
interest on the Class A and Class M Certificates each month and related
expenses, there may be excess cash flow with respect to the mortgage loans. Some
of this excess cash flow will be used, if necessary, to protect the Class A and
Class M Certificates against some realized losses by making an additional
payment of principal up to the amount of the realized losses.

OVERCOLLATERALIZATION. The aggregate principal balance of the mortgage loans as
of the cut-off date will exceed the aggregate certificate principal balance of
the Class A Certificates, the Class M Certificates and the Class P Certificates
on the closing date by approximately $31,120,776, which is equal to the initial
certificate principal balance of the Class CE Certificates. This amount
represents approximately 3.30% of the aggregate principal balance of the
mortgage loans as of the cut-off date, and is approximately equal to the initial
amount of overcollateralization required to be provided by the mortgage pool
under the pooling and servicing agreement.

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

SUBORDINATION. The rights of the holders of the Class M Certificates and the
Class CE Certificates to receive distributions will be subordinated, to the
extent described in this prospectus supplement, to the rights of the holders of
the Class A Certificates.

In addition, the rights of the holders of the Class M Certificates with higher
numerical class designations to receive distributions will be subordinated to
the rights of the holders of the Class M Certificates with lower numerical class
designations, to the extent described under "Description of the
Certificates--Allocation of Losses" in this prospectus supplement.

Subordination is intended to enhance the likelihood of regular distributions on
the more senior certificates in respect of interest and principal and to afford
the more senior certificates protection against realized losses on the mortgage
loans, as described under "Description of the Certificates--Allocation of
Losses" in this prospectus supplement.

CAP CONTRACTS

The Class A Certificates and the Class M Certificates will have a related cap
contract, one for the benefit of the Class A Certificates and one for the
benefit of the Class M Certificates, provided by Swiss Re Financial Products
Corporation, as cap contracts provider, intended to partially mitigate basis
risk shortfalls as described in this prospectus supplement. Cap payments on the
cap contracts, if any, will be available for distribution on the Class A and
Class M Certificates in respect of any basis risk shortfalls resulting from the
application of the Net WAC Pass-Through Rate, to the

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


                                      S-13



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

limited extent described in this prospectus supplement.

See "Cap Contracts Provider" and "Description of the Certificates--The Cap
Contracts" in this prospectus supplement.

ADVANCES

With respect to any month, if the servicer does not receive the full scheduled
payment on a mortgage loan, the servicer will advance its own funds to cover
that shortfall. However, the servicer will make an advance only if it determines
that the advance will be recoverable from future payments or collections on that
mortgage loan.

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

OPTIONAL TERMINATION

At its option, the majority holder of the Class CE Certificates may purchase all
of the mortgage loans, together with any properties in respect of such mortgage
loans acquired on behalf of the trust, and thereby effect termination and early
retirement of the certificates, after the aggregate principal balance of the
mortgage loans remaining in the trust at the time of purchase, and properties
acquired in respect of such mortgage loans remaining in the trust at the time of
purchase, has been reduced to less than 10% of the aggregate principal balance
of the mortgage loans as of the cut-off date.

See "Pooling and Servicing Agreement-- Termination" in this prospectus
supplement and "The Pooling and Servicing Agreement--Termination; Retirement of
Certificates" in the prospectus.

RATINGS

When issued, the offered certificates will receive the ratings listed on page
S-7 of this prospectus supplement. A security rating is not a recommendation to
buy, sell or hold a security and may be changed or withdrawn at any time by the
assigning rating agency. The ratings also do not address the rate of principal
prepayments on the mortgage loans or the payment of net WAC rate carryover
amounts, if any. The rate of prepayments, if different than originally
anticipated, could adversely affect the yield realized by holders of the offered
certificates. In addition, the ratings do not address the likelihood of the
receipt of any amounts in respect of prepayment interest shortfalls, relief act
shortfalls, basis risk shortfalls or amounts received under the related cap
contract.

See "Ratings" in this prospectus supplement.

LEGAL INVESTMENT

The Class A and Class M Certificates will NOT constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984. You are encouraged to consult your legal advisors in determining whether
and to what extent the Class A and Class M Certificates constitute legal
investments for you.

See "Legal Investment" in this prospectus supplement for important information
concerning possible restrictions on ownership of the Class A and Class M
Certificates by regulated institutions.

ERISA CONSIDERATIONS

Subject to the considerations described in "Certain ERISA Considerations" in
this prospectus supplement, the offered certificates are expected to be
considered eligible for purchase by persons investing assets of employee benefit
plans or individual retirement accounts.

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


                                      S-14



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

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

TAX STATUS

For federal income tax purposes, the depositor will elect to treat the trust,
exclusive of the reserve account and the cap contracts, as two REMICs. The Class
A and Class M Certificates will each represent ownership of a regular interest
in a REMIC, coupled with the right to receive payments in certain instances in
respect of net WAC rate carryover amounts. The Class A and Class M Certificates
generally will be treated as debt instruments for federal income tax purposes.
Holders of Class A and Class M Certificates will be required to include in
income all interest and original issue discount, if any, on their certificates
in accordance with the accrual method of accounting regardless of the
certificateholder's usual method of accounting. For federal income tax purposes,
the residual certificates will represent the sole residual interest in each
REMIC.

For further information regarding the federal income tax consequences of
investing in the Class A and Class M Certificates, see "Material Federal Income
Tax Consequences" in this prospectus supplement and in the prospectus.

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


                                      S-15



                                  RISK FACTORS

          The Class A and Class M Certificates are not suitable investments for
all investors. In particular, you should not purchase the Class A and Class M
Certificates unless you understand the prepayment, credit, liquidity and market
risks associated with the Class A and Class M Certificates.

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

          You should carefully consider, among other things, the following
factors in connection with the purchase of the Class A and Class M Certificates:

RISKS ASSOCIATED WITH THE MORTGAGE LOANS

SOME OF THE MORTGAGE LOANS       As of the cut-off date, approximately 13.88% of
HAVE AN INITIAL INTEREST ONLY    the mortgage loans (by aggregate principal
PERIOD, WHICH MAY INCREASE THE   balance of the mortgage loans as of the cut-off
RISK OF LOSS AND DELINQUENCY     date) require the related borrowers to make
ON THESE MORTGAGE LOANS.         monthly payments of accrued interest, but not
                                 principal, for up to the first five years
                                 following origination. After such interest-only
                                 period, the borrower's monthly payment will be
                                 recalculated to cover both interest and
                                 principal so that the mortgage loan will
                                 amortize fully on its final payment date. The
                                 interest-only feature may reduce the likelihood
                                 of prepayment for such mortgage loans during
                                 the interest-only period due to the smaller
                                 monthly payments relative to a fully-amortizing
                                 mortgage loan. Because the monthly payment
                                 increases following the interest-only period,
                                 there is a greater likelihood that the related
                                 borrower may not be able to pay the increased
                                 amount and may default or may refinance the
                                 related mortgage loan to avoid the higher
                                 payment. In addition, because it is expected
                                 that no principal payments will be made on such
                                 mortgage loans for an extended period following
                                 origination, certificateholders will receive
                                 smaller principal distributions during such
                                 period than they would have received if the
                                 related borrowers were required to make monthly
                                 payments of interest and principal for the
                                 entire lives of such mortgage loans. This
                                 slower rate of principal distributions may
                                 reduce the return on an investment in the Class
                                 A and Class M Certificates that are purchased
                                 at a discount.


                                      S-16



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

THE MORTGAGE LOANS WERE          Each originator's underwriting standards are
UNDERWRITTEN TO STANDARDS        intended to assess the value of the mortgaged
WHICH DO NOT CONFORM TO THE      property and to evaluate the adequacy of the
CREDIT STANDARDS OF FANNIE MAE   property as collateral for the mortgage loan
OR FREDDIE MAC WHICH MAY         and consider, among other things, a mortgagor's
RESULT IN LOSSES ON THE          credit history, repayment ability and debt
MORTGAGE LOANS.                  service-to-income ratio, as well as the type
                                 and use of the mortgaged property. Each
                                 originator provides loans primarily to
                                 borrowers who do not qualify for loans
                                 conforming to Fannie Mae and Freddie Mac credit
                                 guidelines. Each originator's underwriting
                                 standards do not prohibit a mortgagor from
                                 obtaining, at the time of origination of such
                                 originator's first lien, additional financing
                                 which is subordinate to that first lien, which
                                 subordinate financing would reduce the equity
                                 the mortgagor would otherwise have in the
                                 related mortgaged property as indicated in such
                                 originator's loan-to-value ratio determination
                                 for such originator's first lien.

                                 As a result of the originators' underwriting
                                 standards, the mortgage loans in the mortgage
                                 pool are likely to experience rates of
                                 delinquency, foreclosure and bankruptcy that
                                 are higher, and that may be substantially
                                 higher, than those experienced by mortgage
                                 loans underwritten in a more traditional
                                 manner.

                                 Furthermore, changes in the values of mortgaged
                                 properties may have a greater effect on the
                                 delinquency, foreclosure, bankruptcy and loss
                                 experience of the mortgage loans in the
                                 mortgage pool than on mortgage loans originated
                                 in a more traditional manner. No assurance can
                                 be given that the values of the related
                                 mortgaged properties have remained or will
                                 remain at the levels in effect on the dates of
                                 origination of the related mortgage loans.

                                 See "Description of the Mortgage Pool--The
                                 Originators--Underwriting Guidelines" in this
                                 prospectus supplement.


                                      S-17



MORTGAGE LOANS WITH HIGH         Mortgage loans with a loan-to-value ratio (or
LOAN-TO-VALUE RATIOS LEAVE THE   combined loan-to-value ratio in the case of a
RELATED BORROWER WITH LITTLE     second lien mortgage loan) of greater than
OR NO EQUITY IN THE RELATED      80.00% may present a greater risk of loss than
MORTGAGED PROPERTY, WHICH MAY    mortgage loans with loan-to-value ratios of
RESULT IN LOSSES WITH RESPECT    80.00% or below. Approximately 37.77% of the
TO THESE MORTGAGE LOANS.         mortgage loans (by aggregate principal balance
                                 of the mortgage loans as of the cut-off date)
                                 had a loan-to-value ratio at origination in
                                 excess of 80.00% and are not covered by any
                                 primary mortgage insurance. No mortgage loan
                                 had a loan-to-value ratio (or combined
                                 loan-to-value ratio in the case of a second
                                 lien mortgage loan) at origination exceeding
                                 100.00% as of the cut-off date. In addition,
                                 each originator's underwriting standards do not
                                 prohibit the borrower from obtaining a second
                                 lien mortgage either at the time of origination
                                 of such originator's loan or any time
                                 thereafter, which would decrease the borrower's
                                 equity in the related mortgaged property.

                                 An overall decline in the residential real
                                 estate market, a rise in interest rates over a
                                 period of time and the condition of a mortgaged
                                 property, as well as other factors, may have
                                 the effect of reducing the value of the
                                 mortgaged property from the appraised value at
                                 the time the mortgage loan was originated and,
                                 therefore, increasing the loan-to-value ratio
                                 (or combined loan-to-value ratio in the case of
                                 a second lien mortgage loan) of the related
                                 mortgage loan. An increase of this kind may
                                 reduce the likelihood of liquidation or other
                                 proceeds being sufficient to satisfy the
                                 mortgage loan, and any losses to the extent not
                                 covered by the credit enhancement may affect
                                 the yield to maturity of your certificates.
                                 There can be no assurance that the value of a
                                 mortgaged property estimated in any appraisal
                                 or review is equal to the actual value of that
                                 mortgaged property at the time of that
                                 appraisal or review. Investors should note that
                                 the values of the mortgaged properties may be
                                 insufficient to cover the outstanding principal
                                 balance of the mortgage loans. There can be no
                                 assurance that the loan-to-value ratio (or
                                 combined loan-to-value ratio in the case of a
                                 second lien mortgage loan) of any mortgage loan
                                 determined at any time after origination is
                                 less than or equal to its loan-to-value ratio
                                 (or combined loan-to-value ratio in the case of
                                 a second lien mortgage loan) at origination.

RISING INTEREST RATES MAY        Approximately 88.40% of the mortgage loans (by
ADVERSELY AFFECT THE VALUE OF    aggregate principal balance of the mortgage
YOUR CERTIFICATES.               loans as of the cut-off date) are adjustable
                                 rate mortgage loans whose interest rates
                                 increase as the applicable index
                                 increases. If market interest rates increase
                                 significantly, the likelihood that borrowers
                                 may not be able to pay their increased interest
                                 payments would increase, resulting in greater
                                 defaults on the mortgage loans. In addition,
                                 rising interest rates may adversely affect
                                 housing prices and the economy


                                      S-18



                                 generally, thereby increasing the likelihood of
                                 defaults and losses on the mortgage loans.

THE RETURN ON YOUR               The rate of delinquency and default of second
CERTIFICATES MAY BE REDUCED BY   lien mortgage loans and the severity of loss
LOSSES, WHICH ARE MORE LIKELY    may be greater than that of mortgage loans
BECAUSE SOME OF THE MORTGAGE     secured by first liens on comparable
LOANS ARE SECOND LIENS.          properties. Based upon the cut-off date
                                 principal balance, approximately 1.01% of the
                                 mortgage loans (by aggregate principal balance
                                 of the mortgage loans as of the cut-off date)
                                 included in the mortgage loan pool are secured
                                 by second liens. Proceeds from liquidation of
                                 the property will be available to satisfy the
                                 mortgage loans only if the claims of any senior
                                 liens (including mortgages or deeds of trust)
                                 have been satisfied in full. When it is
                                 uneconomical to foreclose on the mortgaged
                                 property or engage in other loss mitigation
                                 procedures, the servicer may write off the
                                 entire outstanding balance of the mortgage loan
                                 as a bad debt. The foregoing risks are
                                 particularly applicable to mortgage loans
                                 secured by second liens that have high combined
                                 loan-to-value ratios because it is
                                 comparatively more likely that the servicer
                                 would determine foreclosure to be uneconomical
                                 if the servicer believes that there is little,
                                 if any, equity available in the mortgaged
                                 property.

THE RETURN ON THE CLASS A AND    One risk associated with investing in
CLASS M CERTIFICATES MAY BE      mortgage-backed securities is created by any
PARTICULARLY SENSITIVE TO        concentration of the related properties in one
CHANGES IN REAL ESTATE MARKETS   or more specific geographic regions.
IN SPECIFIC REGIONS.             Approximately 33.97%, 10.59% and 6.46% of the
                                 mortgage loans (by aggregate principal balance
                                 of the mortgage loans as of the cut-off date)
                                 are located in California, Florida and New
                                 York, respectively. If the regional economy or
                                 housing market weakens in California, Florida
                                 or New York or in any other region having a
                                 significant concentration of properties
                                 underlying the mortgage loans, the mortgage
                                 loans in that region may experience high rates
                                 of loss and delinquency resulting in realized
                                 losses to the holders of the Class A and Class
                                 M Certificates. A region's economic condition
                                 and housing market may be adversely affected by
                                 a variety of events, including natural
                                 disasters such as earthquakes, hurricanes,
                                 floods and eruptions, civil disturbances such
                                 as riots, disruptions such as ongoing power
                                 outages, or hostilities such as terrorist
                                 actions or acts of war.

                                 The economic impact of any of those events may
                                 also be felt in areas beyond the region
                                 immediately affected by the disaster or
                                 disturbance. The properties underlying the
                                 mortgage loans may be concentrated in these
                                 regions. This concentration may result in
                                 greater losses to certificateholders than those
                                 generally present for similar mortgage-backed
                                 securities without that concentration.


                                      S-19



VIOLATION OF CONSUMER            Applicable state laws generally regulate
PROTECTION LAWS MAY RESULT IN    interest rates and other charges, require
LOSSES ON THE MORTGAGE LOANS     certain disclosure, and require licensing of
AND YOUR CERTIFICATES.           the originator. In addition, other state laws,
                                 public policy and general principles of equity
                                 relating to the protection of consumers, unfair
                                 and deceptive practices and debt collection
                                 practices may apply to the origination,
                                 servicing and collection of the mortgage loans.

                                 The mortgage loans are also subject to federal
                                 laws, including:

                                 o    the Federal Truth-in-Lending Act and
                                      Regulation Z promulgated thereunder, which
                                      require certain disclosures to the
                                      mortgagors regarding the terms of the
                                      mortgage loans;

                                 o    the Equal Credit Opportunity Act and
                                      Regulation B promulgated thereunder, which
                                      prohibit discrimination on the basis of
                                      age, race, color, sex, religion, marital
                                      status, national origin, receipt of public
                                      assistance or the exercise of any right
                                      under the Consumer Credit Protection Act,
                                      in the extension of credit; and

                                 o    the Fair Credit Reporting Act, which
                                      regulates the use and reporting of
                                      information related to the borrower's
                                      credit experience.

                                 Violations of certain provisions of these
                                 federal laws may limit the ability of the
                                 servicer to collect all or part of the
                                 principal of or interest on the mortgage loans
                                 and in addition could subject the trust to
                                 damages and administrative enforcement and
                                 could result in the borrowers rescinding such
                                 mortgage loans against either the trust or
                                 subsequent holders of the mortgage loans.

                                 The responsible party will represent that as of
                                 the closing date each mortgage loan is in
                                 compliance with applicable federal and state
                                 laws and regulations. In the event of a breach
                                 of such representation, the responsible party
                                 will be obligated to cure such breach or
                                 repurchase or replace the affected mortgage
                                 loan in the manner set forth in the pooling and
                                 servicing agreement.

                                 High Cost Loans

                                 None of the mortgage loans are "High Cost
                                 Loans" within the meaning of the Homeownership
                                 Act or any state or local law, ordinance or
                                 regulation similar to the Homeowner Act. See
                                 "Certain Legal Aspects of Mortgage Loans and
                                 Contracts--The Mortgage Loans--Anti-Deficiency
                                 Legislation and Other Limitations on Lenders"
                                 in the prospectus.


                                      S-20



                                 In addition to the Homeownership Act, however,
                                 a number of legislative proposals have been
                                 introduced at both the federal and state level
                                 that are designed to discourage predatory
                                 lending practices. Some states have enacted, or
                                 may enact, laws or regulations that prohibit
                                 inclusion of some provisions in mortgage loans
                                 that have mortgage rates or origination costs
                                 in excess of prescribed levels, and require
                                 that borrowers be given certain disclosures
                                 prior to the consummation of such mortgage
                                 loans. In some cases, state law may impose
                                 requirements and restrictions greater than
                                 those in the Homeownership Act. The failure of
                                 an originator to comply with these laws could
                                 subject the trust, and other assignees of the
                                 mortgage loan, to monetary penalties and could
                                 result in the borrowers rescinding such
                                 mortgage loans against either the trust or
                                 subsequent holders of the mortgage loans.
                                 Lawsuits have been brought in various states
                                 making claims against assignees of high costs
                                 loans for violations of state law. Named
                                 defendants in these cases include numerous
                                 participants within the secondary mortgage
                                 market, including some securitization trusts.

                                 Under the anti-predatory lending laws of some
                                 states, the borrower is required to meet a net
                                 tangible benefits test in connection with the
                                 origination of the related mortgage loan. This
                                 test may be highly subjective and open to
                                 interpretation. As a result, a court may
                                 determine that a mortgage loan does not meet
                                 the test even if an originator reasonably
                                 believed that the test was satisfied. Any
                                 determination by a court that a mortgage loan
                                 does not meet the test will result in a
                                 violation of that state anti-predatory lending
                                 law, in which case the responsible party will
                                 be required to purchase such mortgage loan from
                                 the trust.

SOME OF THE MORTGAGE LOANS       Approximately 50.65% of the mortgage loans are
PROVIDE FOR LARGE PAYMENTS AT    not fully amortizing over their terms to
MATURITY.                        maturity and thus, will require substantial
                                 principal payments, sometimes called a balloon
                                 amount, at their stated maturity. Mortgage
                                 loans which require payment of a balloon amount
                                 involve a greater degree of risk because the
                                 ability of a mortgagor to pay a balloon amount
                                 typically will depend upon the mortgagor's
                                 ability either to timely refinance the loan or
                                 to sell the related mortgaged property. See
                                 "Description of the Mortgage Pool" in this
                                 prospectus supplement.


                                      S-21



LIMITED OBLIGATIONS

PAYMENTS ON THE MORTGAGE LOANS   The only credit enhancement for the Class A and
AND THE OTHER ASSETS OF THE      Class M Certificates will be excess cash flow,
TRUST ARE THE SOLE SOURCE OF     overcollaterization and, with respect to the
DISTRIBUTIONS ON YOUR            Class A Certificates, the subordination
CERTIFICATES.                    provided by the Class M Certificates, and with
                                 respect to the Class M Certificates, the
                                 subordination provided by any Class M
                                 Certificates with a lower payment priority, in
                                 each case as described in this prospectus
                                 supplement. Therefore, if there is no excess
                                 cash flow and the amount of
                                 overcollateralization is reduced to zero,
                                 subsequent realized losses generally will be
                                 allocated to the most subordinate class of
                                 Class M Certificates, in each case until the
                                 certificate principal balance of such class has
                                 been reduced to zero, and then to the Class A
                                 Certificates, on a pro rata basis based on the
                                 certificate principal balance of each such
                                 class, until their respective certificate
                                 principal balances have been reduced to zero.

                                 None of the depositor, the servicer or any of
                                 their affiliates will have any obligation to
                                 replace or supplement the credit enhancement,
                                 or to take any other action to maintain any
                                 rating of the Class A and Class M Certificates.
                                 If any realized losses are incurred on the
                                 mortgage loans that are not covered by the
                                 credit enhancement, the holders of the Class A
                                 and Class M Certificates will bear the risk of
                                 these realized losses.

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

PAYMENTS TO THE TRUST UNDER      The assets of the trust include the cap
THE CAP CONTRACTS ARE SUBJECT    contracts which will require the counterparty
TO COUNTERPARTY RISK.            thereunder to make certain payments to the
                                 trust for the benefit of the holders of the
                                 Class A and Class M Certificates. To the extent
                                 that distributions on the Class A and Class M
                                 Certificates depend in part on payments to be
                                 received by the trustee under the cap
                                 contracts, the ability of the trustee to make
                                 such distributions on the Class A and Class M
                                 Certificates will be subject to the credit risk
                                 of the counterparty to the cap contracts.
                                 Although there is a mechanism in place to
                                 facilitate replacement of the cap contracts
                                 upon the default or credit impairment of the
                                 counterparty thereunder, there can be no
                                 assurance that any such mechanism will result
                                 in the ability to obtain suitable replacement
                                 cap contracts.


                                      S-22



LIQUIDITY RISKS

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

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

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

SPECIAL YIELD AND PREPAYMENT CONSIDERATIONS

THE YIELD TO MATURITY ON YOUR    The yield to maturity on your certificates will
CERTIFICATES WILL VARY           depend on a variety of factors, including:
DEPENDING ON VARIOUS FACTORS.

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

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

                                      o    the pass-through rate for your
                                           certificates,

                                      o    the purchase price you paid for your
                                           certificates, and

                                      o    the timing of the exercise of the
                                           optional termination by the majority
                                           holder of the Class CE Certificates.


                                      S-23



                                 The rates of prepayments and defaults are two
                                 of the most important and least predictable of
                                 these factors. No assurances are given that the
                                 mortgage loans will prepay at any particular
                                 rate.

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

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

                                 Refinancing programs, which may involve
                                 soliciting all or some of the mortgagors to
                                 refinance their mortgage loans, may increase
                                 the rate of prepayments on the mortgage loans.
                                 These programs may be conducted by the servicer
                                 or any of its affiliates or a third party,
                                 subject to the limitations set forth in the
                                 pooling and servicing agreement.

                                 Approximately 69.11% of the mortgage loans (by
                                 aggregate principal balance of the mortgage
                                 loans as of the cut-off date) provide for
                                 payment of a prepayment charge. Prepayment
                                 charges may reduce the rate of prepayment on
                                 the mortgage loans until the end of the period
                                 during which these prepayment charges apply.
                                 Prepayment charges received on the mortgage
                                 loans may be waived and in any case will not be
                                 available for distribution on the Class A and
                                 Class M Certificates. See "Description of The
                                 Mortgage Pool" and "Yield and Prepayment
                                 Considerations" in this prospectus supplement
                                 and "Maturity and Prepayment Considerations" in
                                 the prospectus.


                                      S-24



THE RETURN ON YOUR               The Servicemembers Civil Relief Act, formerly
CERTIFICATES COULD BE REDUCED    known as the Soldiers' and Sailors' Civil
BY SHORTFALLS DUE TO THE         Relief Act of 1940, or Relief Act, provides
SERVICEMEMBERS CIVIL RELIEF      relief to borrowers who enter active military
ACT OR OTHER SIMILAR             service and to borrowers in reserve status who
LEGISLATION OR REGULATIONS.      are called to active duty after the origination
                                 of their mortgage loan. Current or future
                                 military operations of the United States may
                                 increase the number of citizens who may be in
                                 active military service, including persons in
                                 reserve status who may be called to active
                                 duty. The Relief Act provides generally that a
                                 borrower who is covered by the Relief Act may
                                 not be charged interest on a mortgage loan in
                                 excess of 6% per annum during the period of the
                                 borrower's active duty. These shortfalls are
                                 not required to be paid by the borrower at any
                                 future time. The servicer is not required to
                                 advance these shortfalls. These shortfalls will
                                 reduce the amount of interest distributable on
                                 the Class A and Class M Certificates. Interest
                                 reductions on the mortgage loans due to the
                                 application of the Relief Act or similar
                                 legislation or regulations will not be covered
                                 by any source except that interest shortfalls
                                 arising under the Relief Act or similar
                                 legislation or regulations in an interest
                                 accrual period may be covered by net monthly
                                 excess cash flow in that interest accrual
                                 period in the manner and priority described
                                 under "Description of the Certificates--Net
                                 Monthly Excess Cash Flow and
                                 Overcollateralization" in this prospectus
                                 supplement.

                                 The Relief Act also limits the ability of the
                                 servicer to foreclose on a mortgage loan during
                                 the borrower's period of active duty and, in
                                 some cases, during an additional three month
                                 period thereafter. Other similar legislation or
                                 regulations may also limit a lender's ability
                                 to exercise remedies against borrowers who are
                                 currently engaged in or who just completed
                                 active military duty. As a result, there may be
                                 delays in payment and increased realized losses
                                 on the mortgage loans.

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

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

THE CLASS A AND CLASS M          The Class A and Class M Certificates are each
CERTIFICATES ARE EACH SUBJECT    subject to various priorities for distribution
TO DIFFERENT DISTRIBUTION        of principal as described in this prospectus
PRIORITIES.                      supplement. Distributions of principal on the
                                 Class A and Class M Certificates having an
                                 earlier priority of distribution will be
                                 affected by the rates of prepayment of the
                                 mortgage loans early in the life of the
                                 mortgage pool. Those classes of Class A and
                                 Class M Certificates with a later priority of
                                 distribution will be affected by the rates of
                                 prepayment of the mortgage loans


                                      S-25



                                 experienced both before and after the
                                 commencement of principal distributions on such
                                 classes, and will be more likely to be affected
                                 by losses on the mortgage loans not covered by
                                 the credit enhancement since these classes will
                                 be outstanding for a longer period of time.

THE PASS-THROUGH RATES ON THE    The pass-through rate on each class of Class A
CLASS A AND CLASS M              and Class M Certificates is subject to a net
CERTIFICATES ARE SUBJECT TO A    WAC pass-through rate, as described in this
NET WAC PASS-THROUGH RATE AND    prospectus supplement. Therefore, the
THEREFORE MAY NOT ALWAYS         prepayment of mortgage loans with higher
RECEIVE INTEREST BASED ON        mortgage rates may result in a lower
ONE-MONTH LIBOR PLUS THE         pass-through rate on any class of Class A and
RELATED MARGIN.                  Class M Certificates if the net WAC
                                 pass-through rate is reduced to less than
                                 one-month LIBOR plus the related margin.

                                 To the extent the pass-through rate on any
                                 class of Class A and Class M Certificates is
                                 based upon the net WAC pass-through rate, the
                                 difference between that net WAC pass-through
                                 rate and one-month LIBOR plus the related
                                 margin will create a shortfall that will carry
                                 forward with interest thereon. The shortfalls
                                 described above will only be distributable from
                                 any net monthly excess cash flow available for
                                 that purpose or from the related cap contracts
                                 as described in this prospectus supplement.
                                 These shortfalls may remain unpaid on the
                                 optional termination date, if the optional
                                 termination is exercised, or, if the optional
                                 termination is not exercised, on the final
                                 distribution date.

                                 In addition, because the initial mortgage rates
                                 on the adjustable-rate loans may be lower than
                                 the related minimum mortgage rates, the net WAC
                                 pass-through rate will initially be less than
                                 it will be once the adjustable-rate loans have
                                 all adjusted to their fully-indexed rate.
                                 Therefore, prior to the month in which all of
                                 the adjustable-rate loans have adjusted to
                                 their fully-indexed rate, there is a greater
                                 risk that the pass-through rate on any class of
                                 Class A and Class M Certificates will be
                                 limited by the net WAC pass-through rate.

                                 Further, if payments received under the cap
                                 contracts are insufficient to cover shortfalls
                                 caused by the limit on the pass-through rate on
                                 any class of the Class A or Class M
                                 Certificates or if the cap contracts provider
                                 fails to make required payments pursuant to the
                                 related cap contract, then such shortfalls will
                                 only be distributable from the net monthly
                                 excess cash flow, if any, subject to the
                                 priorities for distribution of net monthly
                                 excess cash flow described in the prospectus
                                 supplement.


                                      S-26



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

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

                                 Unless the Class A Certificates are reduced to
                                 zero, it is not expected that the Class M
                                 Certificates will receive any distributions of
                                 principal until the later of the distribution
                                 date in July 2009 and the first distribution
                                 date on which the sum of the
                                 overcollateralization amount and the aggregate
                                 certificate principal balance of the Class M
                                 Certificates is greater than or equal to
                                 approximately 50.80% of the aggregate principal
                                 balance of the mortgage loans after giving
                                 effect to principal distributions on that
                                 distribution date. As a result, the weighted
                                 average lives of the Class M Certificates may
                                 be longer than would otherwise be the case if
                                 distributions on the Class M Certificates were
                                 made proportionately with the Class A
                                 Certificates beginning on the first
                                 distribution date. In addition, after the Class
                                 M Certificates commence receiving principal
                                 distributions, the most senior class of Class M
                                 Certificates may be retired before the more
                                 subordinate classes of Class M Certificates.

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

YOU SHOULD NOTE THE ADDITIONAL   Pursuant to the pooling and servicing
RIGHTS OF THE HOLDER OF THE      agreement, the servicer will provide the holder
CLASS CE CERTIFICATES.           of the Class CE Certificates (in such capacity,
                                 the "CE Holder") with reports regarding
                                 liquidated mortgage loans, loan modifications
                                 and delinquent mortgage loans and will make its
                                 servicing personnel available to respond to
                                 inquiries from the CE Holder and will make
                                 underwriting files for defaulted mortgage loans
                                 available to the CE Holder. In addition, the CE
                                 Holder will have the right to direct the
                                 servicer in performing certain of the
                                 servicer's duties under the pooling and
                                 servicing agreement, including, but not limited
                                 to, the right to consent to any sub-servicer
                                 and the right to direct the servicer regarding
                                 the management of specific defaulted mortgage
                                 loans. The servicer will be required to accept
                                 any such directions from the CE Holder.


                                      S-27



                                 Investors in the Class A and Class M
                                 Certificates should note that:

                                      o    the rights to be granted to the CE
                                           Holder may be inconsistent with, and
                                           adverse to the interests of the
                                           holders of the Class A and Class M
                                           Certificates and the CE Holder has no
                                           obligation or duty to consider the
                                           interests of the Class A and Class M
                                           Certificates in connection with the
                                           exercise or nonexercise of such CE
                                           Holder's rights; and

                                      o    such CE Holder's exercise of the
                                           rights and consents set forth above
                                           may negatively affect the Class A and
                                           Class M Certificates and the
                                           existence of such CE Holder's rights,
                                           whether or not exercised, may
                                           adversely affect the liquidity of the
                                           Class A and Class M Certificates
                                           relative to other asset-backed
                                           certificates backed by comparable
                                           mortgage loans and with comparable
                                           distribution priorities and ratings.

BANKRUPTCY RISKS

BANKRUPTCY PROCEEDINGS COULD     The transfer of the mortgage loans from the
DELAY OR REDUCE DISTRIBUTIONS    sponsor to the depositor is intended by the
ON THE CLASS A AND CLASS M       parties to be and has been documented as a
CERTIFICATES.                    sale. However, if the sponsor were to become
                                 bankrupt, a trustee in bankruptcy could attempt
                                 to recharacterize the sale of the mortgage
                                 loans as a loan secured by the mortgage loans
                                 or to consolidate the mortgage loans with the
                                 assets of the sponsor. Any such attempt could
                                 result in a delay in or reduction of
                                 collections on the mortgage loans available to
                                 make distributions on the certificates.

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


                                      S-28



                                 ISSUING ENTITY

          The depositor will establish a trust with respect to Series 2006-NC2
on the closing date, under a pooling and servicing agreement, dated as of June
1, 2006, among the depositor, the servicer and the trustee. The pooling and
servicing agreement is governed by the laws of the state of New York. On the
closing date, the depositor will deposit into the trust a mortgage pool of
mortgage loans secured by first and second liens on one- to four- family
residential properties with terms to maturity of not more than 30 years. The
issuing entity will not have any additional equity apart from the certificates.
The trustee shall, for federal income tax purposes, maintain the books and
records of the issuing entity on a calendar year basis. The pooling and
servicing agreement authorizes the issuing entity to engage only in selling the
certificates in exchange for the mortgage loans, entering into and performing
its obligations under the pooling and servicing agreement, activities necessary,
suitable or convenient to such actions and other activities as may be required
in connection with the conservation of the trust fund and making or causing to
be made distributions to certificateholders.

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

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

                                     SPONSOR

          Carrington Securities, LP, formerly known as Carrington Mortgage
Credit Fund I, LP, or Carrington Securities, is a limited partnership formed in
the state of Delaware in December 2003. Carrington Securities is headquartered
in Greenwich, Connecticut. Carrington Securities buys residential mortgage loans
under several loan purchase agreements from mortgage loan originators or sellers
nationwide that meet its seller/servicer eligibility requirements. See "The
Trusts--Mortgage Collateral Sellers" in the prospectus for a general description
of the characteristics used to determine eligibility of collateral sellers.

          Carrington Securities began operations in March 2004. Carrington
Securities acquires mortgage loans secured by first and second liens on one- to
four- family residential properties. From time to time, Carrington Securities
funds its acquisition of mortgage loans through several financing facilities it
has in place with national lending institutions, including affiliates of
Citigroup Global Markets Inc. and Barclays Capital Inc. The fundings under these
financing facilities are secured by a pledge of the mortgage loans. Through its
securitization program, Carrington Securities satisfies its obligations under
the financing facilities with the proceeds from the sale of the offered
securities. The structuring of the offerings through the Carrington Securities'
securitization program is done by the underwriters for each such transaction.


                                      S-29



          Carrington Securities sponsored its first securitization in 2004. It
sponsored two securitizations that year, with an aggregate issuance of
mortgage-backed securities representing interests in a pool of mortgage loans
with approximately $633 million in original principal balance. In 2005,
Carrington Securities sponsored seven securitizations of mortgage loans with
approximately $8.0 billion in original principal balance. This year, Carrington
Securities has sponsored three securitizations of mortgage loans with
approximately $3.15 billion in original principal balance. Generally, Carrington
Securities contracts with the seller of the mortgage loans to act as servicer
therefor under the related pooling and servicing agreement.

                     AFFILIATIONS AMONG TRANSACTION PARTIES

          Stanwich Asset Acceptance Company, L.L.C., the depositor, is a
wholly-owned subsidiary of Carrington Securities, LP, the sponsor. NC Capital
Corporation, the responsible party, is an affiliate of New Century Mortgage
Corporation, an originator and the servicer and Home123 Corporation, an
originator. Each of New Century Mortgage Corporation, Home123 Corporation and NC
Capital Corporation, is an indirect wholly-owned subsidiary of New Century
Financial Corporation. New Century Financial Corporation is an affiliate of
Carrington Capital Management, LLC, an affiliate of the sponsor. A portion of
the proceeds received from the sale of the offered certificates will be used by
the sponsor to satisfy obligations under a financing facility in place with an
affiliate of Citigroup Global Markets Inc., an unaffiliated underwriter, with
respect to all of the mortgage loans.

                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

          The mortgage pool will consist of 4,468 adjustable-rate and
fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
lien, closed-end, subprime mortgage loans with an aggregate unpaid principal
balance of approximately $943,090,876 as of the cut-off date after application
of scheduled payments due on or before the cut-off date whether or not received
and subject to a permitted variance of plus or minus 5%. The mortgage loans are
secured by first liens and second liens on fee simple interests in one- to four-
family residential properties with terms to maturity of not more than 30 years.

          All percentages of the mortgage loans described in this prospectus
supplement are approximate percentages by outstanding principal balance
determined as of the cut-off date after application of scheduled payments due on
or before the cut-off date whether or not received and subject to a permitted
variance of plus or minus 5%, unless otherwise indicated.

          Investors should note that the mortgage pool as described in this
prospectus supplement has an aggregate principal balance of approximately
$943,090,876. However, on the closing date the depositor will deliver mortgage
loans with a smaller aggregate principal balance, subject to a permitted
variance of 5%. It is not anticipated that the mortgage loans delivered on the
closing date will differ in any material respect other that the aggregate
principal balance thereof. All calculations and percentages shown in this
prospectus supplement are based on the mortgage pool as described herein.


                                      S-30



          The mortgage loans are secured by mortgages or deeds of trust or other
similar security instruments creating first liens or second liens on residential
properties. The mortgaged properties consist of attached or detached, one- to
four- family dwelling units and individual condominium units and modular homes.
The mortgage loans will be acquired by the depositor from the sponsor in the
manner described in this prospectus supplement. New Century Mortgage Corporation
will act as the servicer under the pooling and servicing agreement.

          Each mortgage loan will accrue interest at the fixed-rate or
adjustable-rate calculated as specified under the terms of the related mortgage
note. As of the cut-off date, approximately 88.40% of the mortgage loans are
adjustable-rate mortgage loans and approximately 11.60% of the mortgage loans
are fixed-rate mortgage loans.

          Each fixed-rate mortgage loan has a mortgage rate that is fixed for
the life of such mortgage loan.

          Some of the adjustable-rate mortgage loans provide for semi-annual
adjustment to their mortgage rates; however, in the case of approximately 97.14%
and approximately 2.86% of the adjustable-rate mortgage loans, the first
adjustment will not occur until after the initial period of approximately two
years and three years, respectively, from the date of origination. In connection
with each such mortgage rate adjustment, the mortgage loans have corresponding
adjustments to their monthly payment amount, in each case on each applicable
adjustment date. On each adjustment date, the mortgage rate on each
adjustable-rate mortgage loan will be adjusted to equal the sum, rounded to the
nearest multiple of 0.125%, of the index and a fixed percentage amount, or gross
margin, for that mortgage loan specified in the related mortgage note. However,
the mortgage rate on each adjustable-rate mortgage loan will not increase or
decrease, initially, by more than 1.500% per annum, and thereafter, by more than
1.500% per annum, on any related adjustment date and will not exceed a specified
maximum mortgage rate over the life of the adjustable-rate mortgage loan or be
less than a specified minimum mortgage rate over the life of the mortgage loan.
Effective with the first monthly payment due on each adjustable-rate mortgage
loan after each related adjustment date, the monthly payment amount will be
adjusted to an amount that will amortize fully the outstanding principal balance
of that mortgage loan over its remaining term and pay interest at the mortgage
rate as so adjusted after taking into account any interest only period, if any.
Due to the application of the periodic rate caps and the maximum mortgage rates,
the mortgage rate on each adjustable-rate mortgage loan, as adjusted on any
related adjustment date, may be less than the sum of the index, calculated as
described in this prospectus supplement, and the related gross margin. See
"--The Index" in this prospectus supplement. None of the adjustable-rate
mortgage loans permits the related mortgagor to convert the adjustable mortgage
rate thereon to a fixed mortgage rate.

          Approximately 13.88% of the mortgage loans provide that for a period
of 60 months, after origination, the required monthly payments are limited to
accrued interest. At the end of such period, the monthly payments on each such
mortgage loan will be recalculated to provide for amortization of the principal
balance by the maturity date and payment of interest at the then-current
mortgage rate.

          The mortgage loans have scheduled monthly payments due on the first
day of the month and that day is referred to in this prospectus supplement as
the "due date." Each mortgage loan will contain a customary due-on-sale clause
which provides that the mortgage loan must be


                                      S-31



repaid at the time of a sale of the related mortgaged property or, in the case
of an adjustable-rate mortgage loan, assumed by a creditworthy purchaser of the
related mortgage property.

          Approximately 69.11% of the mortgage loans provide for payment by the
mortgagor of a prepayment charge in limited circumstances on prepayments as
provided in the related mortgage note. These mortgage loans provide for payment
of a prepayment charge on some partial prepayments and all prepayments in full
made within a specified period not in excess of three years from the date of
origination of the mortgage loan, as provided in the related mortgage note. The
amount of the prepayment charge is as provided in the related mortgage note,
but, in most cases, is equal to six months' interest on any amounts prepaid in
excess of 20% of the original principal balance of the related mortgage loan in
any 12 month period, as permitted by law. The holders of the Class P
Certificates will be entitled to all prepayment charges received on the mortgage
loans, and these amounts will not be available for distribution on the Class A
and Class M Certificates. Under the limited instances described under the terms
of the pooling and servicing agreement, the servicer may waive the payment of
any otherwise applicable prepayment charge. Investors should conduct their own
analysis of the effect, if any, that the prepayment charges, and decisions by
the servicer with respect to the waiver of the prepayment charges, may have on
the prepayment performance of the mortgage loans. See "Certain Legal Aspects of
the Mortgage Loans and Contracts--Default Interest and Limitations on
Prepayments" in the prospectus.

          Under a mortgage loan purchase agreement whereby the sponsor sells the
mortgage loans to the depositor, the responsible party will make certain limited
representations and warranties regarding the mortgage loans as of the date of
issuance of the certificates. The responsible party will be required to
repurchase or substitute for any mortgage loan as to which a breach of its
representations and warranties with respect to that mortgage loan occurs, if
such breach materially and adversely affects the interests of the
certificateholders in any of those mortgage loans. The depositor will assign its
rights under the mortgage loan purchase agreement to the trustee for the benefit
of the certificateholders, including the right to require the responsible party
to repurchase any such mortgage loan in the event of a breach of any of its
representations and warranties. See "The Trusts--Representations with Respect to
Mortgage Collateral" in the prospectus.

THE INDEX

          As of any adjustment date, the index applicable to the determination
of the mortgage rate on each adjustable-rate mortgage loan will be the average
of the interbank offered rates for six-month United States dollar deposits in
the London market as published in The Wall Street Journal and as most recently
available as specified in the related mortgage note either as of the first
business day 45 days prior to that adjustment date or as of the first business
day of the month preceding the month of the adjustment date.

          In the event that the index becomes unavailable or otherwise
unpublished, the servicer will select a comparable alternative index over which
it has no direct control and which is readily verifiable.


                                      S-32



MORTGAGE LOAN CHARACTERISTICS

          The mortgage loans will have the following characteristics as of the
cut-off date, as adjusted for scheduled principal payments due on or before the
cut-off date whether or not received:

Number of Mortgage Loans...................   4,468

Mortgage Rates:
   Weighted average........................   8.315%
   Range...................................   5.500% to 13.700%

Note Margins of the
Adjustable Rate Mortgage Loans:
   Weighted average........................   6.207%
   Range...................................   5.000% to 7.600%

Minimum Mortgage Rates of the
Adjustable Rate Mortgage Loans:
   Weighted average........................   8.318%
   Range...................................   5.950% to 12.900%

Maximum Mortgage Rates of the
Adjustable Rate Mortgage Loans:
   Weighted average........................   15.314%
   Range...................................   12.500% to 19.900%

Periodic Caps of the
Adjustable Rate Mortgage Loans:
   Weighted average........................   1.500%
   Range...................................   1.000% to 1.500%

Weighted average months to next interest
rate adjustment date of the Adjustable Rate
Mortgage Loans.............................   24

          The mortgage loans will have the following additional characteristics:

          o    The mortgage loans have an aggregate principal balance as of the
               cut-off date, after application of scheduled payments due on or
               before the cut-off date whether or not received and subject to a
               permitted variance of plus or minus 5% of approximately
               $943,090,876.

          o    The mortgage loans had individual principal balances at
               origination of at least $15,600 but not more than $1,000,000 with
               an average principal balance at origination of approximately
               $211,255.


                                      S-33



          o    None of the mortgage loans will have been originated prior to
               November 7, 2005 or will have a maturity date later than May 1,
               2036.

          o    No mortgage loans will have a remaining term to stated maturity
               as of the cut-off date of less than 178 months.

          o    The weighted average remaining term to stated maturity of the
               mortgage loans as of the cut-off date will be approximately 358
               months. The weighted average original term to maturity of the
               mortgage loans as of the cut-off date will be approximately 359
               months.

          o    As of the close of business on May 31,2006, none of the mortgage
               loans were 30 to 59 days delinquent in the payment of principal
               and/or interest. As of the close of business on May 31, 2006,
               none of the mortgage loans were 60 or more days delinquent in the
               payment of principal and/or interest. For a description of the
               methodology used to categorize mortgage loans as delinquent, see
               "--Static Pool Information" below.

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

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

          o    Approximately 98.99% of the mortgage loans are secured by first
               liens on fee simple interests in one to four family residential
               properties, and approximately 1.01% of the mortgage loans are
               secured by second liens on fee simple interests in one to four
               family residential properties.

          o    To Carrington Securities, LP's knowledge, approximately 33.59% of
               the mortgage loans are secured by mortgaged properties with
               respect to which second-lien mortgage loans were originated at
               the same time as the first-lien mortgage loan. These second-lien
               mortgage loans may or may not be part of the mortgage pool. The
               owners of the mortgaged properties may obtain second-lien
               mortgage loans at any time without Carrington Securities, LP's
               knowledge and, thus, more mortgaged properties than described
               above may also secure second-lien mortgage loans.

          o    No mortgage loan provides for deferred interest or negative
               amortization.

          o    No mortgage loan provides for conversion from an adjustable rate
               to a fixed rate.

          o    Approximately 50.65% of the mortgage loans are balloon mortgage
               loans.

          o    Approximately 13.88% of the mortgage loans will require the
               related mortgagors to pay interest only on those mortgage loans
               for a period of up to 5 years. Under the terms of these loans,
               borrowers are required to pay only accrued interest each month,
               with no corresponding principal payments, until the end of the
               interest only period. Once the interest only period ends, monthly
               payments of principal


                                      S-34



               are required to amortize the loan over its remaining term, in
               addition to accrued interest.

          The mortgage loans which are adjustable-rate loans are generally
assumable in accordance with the terms of the related mortgage note. See
"Maturity and Prepayment Considerations" in the prospectus.

          Set forth below is a description of additional characteristics of the
mortgage loans as of the cut-off date, except as otherwise indicated. All
percentages of the mortgage loans are approximate percentages by aggregate
principal balance of the mortgage loans as of the cut-off date, except as
otherwise indicated. Unless otherwise specified, all principal balances of the
mortgage loans are as of the cut-off date, after application of scheduled
payments due on or before the cut-off date whether or not received and subject
to a permitted variance of plus or minus 5%, and are rounded to the nearest
dollar. For purposes of calculating the original loan to value ratio for second
lien mortgage loans in the following tables, the original loan to value ratio
will be the combined LTV ratio.


                                      S-35



                       PRODUCT TYPE OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
PRODUCT TYPE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

2/1 ARM.......................     1,507     $246,471,399.99       26.13%      $163,551.03      609      81.24%     8.624%
2/1 ARM 5Y-IO.................       366      120,953,968.15       12.83        330,475.32      650      81.79      7.882
3/1 ARM.......................        46        7,366,790.14        0.78        160,147.61      615      76.73      8.247
3/1 ARM 5Y-IO.................        29        9,947,384.28        1.05        343,013.25      666      81.23      7.557
40/30 2/1 ARM.................     1,786      442,428,561.08       46.91        247,720.36      622      80.64      8.279
40/30 3/1 ARM.................        31        6,525,020.37        0.69        210,484.53      630      78.36      8.233
40/30 Fixed...................       111       28,693,714.84        3.04        258,501.94      628      82.31      8.011
Fixed.........................       592       80,704,036.72        8.56        136,324.39      623      79.00      8.431
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======


                CURRENT GROSS MORTGAGE RATE OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
CURRENT GROSS                     MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
MORTGAGE RATE (%)                  LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.500--5.999..................        20     $  6,811,872.79        0.72%      $340,593.64      659       75.90%     5.799%
6.000--6.499..................        61       18,103,563.35        1.92        296,779.73      661       75.91      6.303
6.500--6.999..................       233       65,032,881.34        6.90        279,111.08      636       76.87      6.839
7.000--7.499..................       467      119,436,742.25       12.66        255,753.20      640       79.20      7.265
7.500--7.999..................       898      214,586,789.46       22.75        238,960.79      630       79.57      7.772
8.000--8.499..................       642      141,713,377.25       15.03        220,737.35      624       80.08      8.249
8.500--8.999..................       772      156,064,351.75       16.55        202,155.90      614       81.47      8.749
9.000--9.499..................       446       84,150,019.03        8.92        188,677.17      606       82.87      9.241
9.500--9.999..................       448       74,603,100.88        7.91        166,524.78      597       84.19      9.748
10.000--10.499................       176       30,014,683.92        3.18        170,537.98      598       86.12     10.239
10.500--10.999................       151       18,376,937.48        1.95        121,701.57      613       88.06     10.752
11.000--11.499................        65        8,066,151.85        0.86        124,094.64      603       87.25     11.208
11.500--11.999................        53        3,871,736.20        0.41         73,051.63      606       90.94     11.764
12.000--12.499................        24        1,512,825.08        0.16         63,034.38      652       95.99     12.192
12.500--12.999................         7          510,153.06        0.05         72,879.01      634       96.56     12.607
13.000--13.499................         3          165,509.64        0.02         55,169.88      640      100.00     13.179
13.500--13.999................         2           70,180.24        0.01         35,090.12      621      100.00     13.641
                                   -----     ---------------      ------       -----------      ---      ------     ------
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623       80.82%     8.315%
                                   =====     ===============      ======


          CURRENT MORTGAGE LOAN PRINCIPAL BALANCE OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
CURRENT UNPAID                    MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
PRINCIPAL BALANCE ($)              LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1--50,000.....................        77     $  2,899,861.36        0.31%      $ 37,660.54      624      86.95%     10.885%
50,001--100,000...............       973       73,969,434.49        7.84         76,022.03      603      81.21       9.101
100,001--150,000..............       866      107,787,911.63       11.43        124,466.41      607      79.93       8.583
150,001--200,000..............       654      114,318,659.76       12.12        174,799.17      613      79.71       8.461
200,001--250,000..............       531      118,642,114.15       12.58        223,431.48      617      79.91       8.229
250,001--300,000..............       400      109,375,481.21       11.60        273,438.70      619      80.32       8.198
300,001--350,000..............       281       91,310,938.43        9.68        324,949.96      629      80.65       8.227
350,001--400,000..............       211       79,017,293.49        8.38        374,489.54      630      81.00       8.038
400,001--450,000..............       155       66,242,252.57        7.02        427,369.37      640      81.98       8.039
450,001--500,000..............       108       51,315,124.63        5.44        475,140.04      628      82.26       8.167
500,001--550,000..............        64       33,523,444.66        3.55        523,803.82      642      82.98       8.119
550,001--600,000..............        61       35,088,770.23        3.72        575,225.74      639      82.62       8.156
600,001--650,000..............        33       20,596,495.72        2.18        624,136.23      651      82.31       8.373
650,001--700,000..............        26       17,479,120.39        1.85        672,273.86      651      81.39       7.739
700,001--750,000..............        17       12,290,318.83        1.30        722,959.93      659      80.53       7.573
750,001--800,000..............         5        3,906,002.93        0.41        781,200.59      625      80.29       7.493
800,001--850,000..............         3        2,447,293.91        0.26        815,764.64      682      86.62       9.063
850,001--900,000..............         1          882,000.00        0.09        882,000.00      645      90.00       8.250
950,001--1,000,000............         2        1,998,357.18        0.21        999,178.59      621      77.83       8.008
                                   -----     ---------------      ------       -----------      ---      ------     ------
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%      8.315%
                                   =====     ===============      ======



                                      S-36



                ORIGINAL PRINCIPAL BALANCES OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL PRINCIPAL BALANCE ($)     LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1--50,000.....................        76     $  2,849,874.79        0.30%      $ 37,498.35      626      87.17%     10.888%
50,001--100,000...............       973       73,920,049.26        7.84         75,971.27      603      81.22       9.106
100,001--150,000..............       867      107,887,283.43       11.44        124,437.47      607      79.92       8.581
150,001--200,000..............       654      114,318,659.76       12.12        174,799.17      613      79.71       8.461
200,001--250,000..............       530      118,397,763.53       12.55        223,392.01      617      79.93       8.230
250,001--300,000..............       401      109,619,831.83       11.62        273,366.16      619      80.29       8.197
300,001--350,000..............       280       90,961,396.40        9.65        324,862.13      629      80.70       8.231
350,001--400,000..............       212       79,366,835.52        8.42        374,371.87      630      80.94       8.034
400,001--450,000..............       155       66,242,252.57        7.02        427,369.37      640      81.98       8.039
450,001--500,000..............       108       51,315,124.63        5.44        475,140.04      628      82.26       8.167
500,001--550,000..............        64       33,523,444.66        3.55        523,803.82      642      82.98       8.119
550,001--600,000..............        61       35,088,770.23        3.72        575,225.74      639      82.62       8.156
600,001--650,000..............        33       20,596,495.72        2.18        624,136.23      651      82.31       8.373
650,001--700,000..............        26       17,479,120.39        1.85        672,273.86      651      81.39       7.739
700,001--750,000..............        17       12,290,318.83        1.30        722,959.93      659      80.53       7.573
750,001--800,000..............         5        3,906,002.93        0.41        781,200.59      625      80.29       7.493
800,001--850,000..............         3        2,447,293.91        0.26        815,764.64      682      86.62       9.063
850,001--900,000..............         1          882,000.00        0.09        882,000.00      645      90.00       8.250
950,001--1,000,000............         2        1,998,357.18        0.21        999,178.59      621      77.83       8.008
                                   -----     ---------------      ------       -----------      ---      -----       -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%      8.315%
                                   =====     ===============      ======


                REMAINING TERM TO MATURITY OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
REMAINING TERM (MONTHS)            LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

121--180......................        17     $  1,832,669.14        0.19%      $107,804.07      620      66.23%      8.334%
181--240......................        10        1,357,010.77        0.14        135,701.08      643      72.60       8.081
241--300......................         1           65,147.14        0.01         65,147.14      511      75.00      12.150
301--360......................     4,440      939,836,048.52       99.65        211,674.79      623      80.86       8.315
                                   -----     ---------------      ------       -----------      ---      -----       -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%      8.315%
                                   =====     ===============      ======


                 ORIGINAL TERM TO MATURITY OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL TERM (MONTHS)             LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

121--180......................        17     $  1,832,669.14        0.19%      $107,804.07      620      66.23%      8.334%
181--240......................        10        1,357,010.77        0.14        135,701.08      643      72.60       8.081
241--300......................         1           65,147.14        0.01         65,147.14      511      75.00      12.150
301--360......................     4,440      939,836,048.52       99.65        211,674.79      623      80.86       8.315
                                   -----     ---------------      ------       -----------      ---      -----       -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%      8.315
                                   =====     ===============      ======



                                      S-37



               COMBINED LOAN-TO-VALUE RATIO OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
COMBINED LTV RATIO (%)             LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.01--10.00...................         2     $    154,228.47        0.02%      $ 77,114.24      556       9.03%     9.549%
10.01--15.00..................         2          129,937.06        0.01         64,968.53      574      12.06      9.706
15.01--20.00..................         2          109,938.15        0.01         54,969.08      543      17.69      8.900
20.01--25.00..................         5          512,317.12        0.05        102,463.42      586      22.66      7.308
25.01--30.00..................         9        1,128,639.80        0.12        125,404.42      619      27.54      8.124
30.01--35.00..................         8        1,120,159.12        0.12        140,019.89      586      33.77      8.387
35.01--40.00..................        16        2,023,325.07        0.21        126,457.82      569      37.86      8.182
40.01--45.00..................        27        3,944,194.54        0.42        146,081.28      596      42.73      8.191
45.01--50.00..................        31        6,848,648.61        0.73        220,924.15      618      48.33      7.980
50.01--55.00..................        58       10,710,020.86        1.14        184,655.53      591      53.16      7.881
55.01--60.00..................        96       18,351,679.00        1.95        191,163.32      595      58.26      7.725
60.01--65.00..................       144       29,743,578.28        3.15        206,552.63      581      63.36      8.070
65.01--70.00..................       169       36,062,147.11        3.82        213,385.49      593      68.54      8.048
70.01--75.00..................       293       62,324,621.13        6.61        212,712.02      591      74.06      8.336
75.01--80.00..................       544      117,272,782.88       12.43        215,574.97      597      79.24      8.195
80.01--85.00..................       423       83,355,468.69        8.84        197,057.85      587      84.42      8.472
85.01--90.00..................       775      171,653,741.84       18.20        221,488.70      622      89.57      8.668
90.01--95.00..................       384       83,013,964.05        8.80        216,182.20      637      93.05      8.675
95.01--100.00.................     1,480      314,631,483.79       33.36        212,588.84      656      81.10      8.141
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======


               ORIGINAL LOAN-TO-VALUE RATIOS OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL LTV RATIO (%)             LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.01--10.00...................         2     $    154,228.47        0.02%      $ 77,114.24      556       9.03%      9.549%
10.01--15.00..................         2          129,937.06        0.01         64,968.53      574      12.06       9.706
15.01--20.00..................         2          109,938.15        0.01         54,969.08      543      17.69       8.900
20.01--25.00..................         5          512,317.12        0.05        102,463.42      586      22.66       7.308
25.01--30.00..................        10        1,211,005.70        0.13        121,100.57      621      27.42       8.053
30.01--35.00..................         9        1,278,006.79        0.14        142,000.75      587      33.62       8.475
35.01--40.00..................        16        2,023,325.07        0.21        126,457.82      569      37.86       8.182
40.01--45.00..................        25        3,703,980.97        0.39        148,159.24      595      43.54       8.177
45.01--50.00..................        32        6,960,428.60        0.74        217,513.39      618      48.35       7.960
50.01--55.00..................        58       10,710,020.86        1.14        184,655.53      591      53.16       7.881
55.01--60.00..................        97       18,439,624.17        1.96        190,099.22      595      58.27       7.728
60.01--65.00..................       145       30,037,737.98        3.19        207,156.81      582      63.40       8.066
65.01--70.00..................       173       37,220,391.17        3.95        215,146.77      597      68.58       8.019
70.01--75.00..................       308       64,360,004.44        6.82        208,961.05      591      74.08       8.340
75.01--80.00..................     1,808      410,023,384.83       43.48        226,782.85      640      79.78       8.039
80.01--85.00..................       480       91,969,130.20        9.75        191,602.35      588      84.45       8.519
85.01--90.00..................       832      180,009,177.26       19.09        216,357.18      620      89.72       8.703
90.01--95.00..................       299       70,280,265.81        7.45        235,051.06      643      94.74       8.673
95.01--100.00.................       165       13,957,970.92        1.48         84,593.76      667      99.92      10.832
                                   -----     ---------------      ------       -----------      ---      -----      ------
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%      8.315%
                                   =====     ===============      ======



                                      S-38



      GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
STATE                              LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

California....................       945     $320,376,813.79       33.97%      $339,023.08      635      80.10%     8.108%
Florida.......................       553       99,831,555.66       10.59        180,527.23      618      80.49      8.523
New York......................       199       60,881,046.72        6.46        305,934.91      628      78.76      8.149
Texas.........................       338       41,006,496.86        4.35        121,321.00      611      80.27      8.498
Massachusetts.................       137       34,418,666.17        3.65        251,231.14      622      78.76      8.314
New Jersey....................       140       34,032,529.54        3.61        243,089.50      612      81.14      8.483
Arizona.......................       158       32,706,966.50        3.47        207,006.12      624      79.84      8.237
Maryland......................       135       32,051,624.58        3.40        237,419.44      606      81.32      8.408
Illinois......................       134       25,038,877.37        2.65        186,857.29      612      82.25      8.253
Washington....................        84       18,998,259.83        2.01        226,169.76      626      79.94      8.124
Pennsylvania..................       132       17,557,157.82        1.86        133,008.77      613      83.06      8.347
Virginia......................        81       17,208,544.43        1.82        212,451.17      594      79.52      8.302
Nevada........................        66       16,902,676.26        1.79        256,101.16      631      80.51      8.162
Georgia.......................       112       16,744,089.06        1.78        149,500.80      620      84.58      8.667
Michigan......................       124       14,040,558.55        1.49        113,230.31      609      82.67      8.606
Hawaii........................        34       11,834,261.74        1.25        348,066.52      671      81.50      7.393
Connecticut...................        54       10,982,490.91        1.16        203,379.46      603      81.79      8.486
Ohio..........................       114       10,560,062.51        1.12         92,632.13      604      84.36      8.886
Other.........................       928      127,918,197.27       13.56        137,842.88      610      83.23      8.650
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======


                      OCCUPANCY TYPES OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
OCCUPANCY                          LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Investment Property...........       348     $ 63,240,237.98        6.71%      $181,724.82      656      86.17%     9.383%
Primary Residence.............     4,003      856,380,815.43       90.81        213,934.75      619      80.35      8.227
Second Home...................       117       23,469,822.16        2.49        200,596.77      670      83.25      8.647
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======


                  MORTGAGE PROPERTY TYPES OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
PROPERTY TYPE                      LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

One Family....................     3,335     $677,964,348.96       71.89%      $203,287.66      619      80.68%     8.311%
PUD Detached..................       441      105,846,202.26       11.22        240,014.06      631      81.32      8.161
2-4 Unit......................       279       77,611,917.58        8.23        278,178.92      634      80.59      8.419
Condo.........................       303       59,818,701.53        6.34        197,421.46      633      81.67      8.500
PUD Attached..................       109       21,745,935.52        2.31        199,504.00      619      81.11      8.304
Modular Home..................         1          103,769.72        0.01        103,769.72      590      80.00      9.000
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======


                   MORTGAGE LOAN PURPOSE OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
LOAN PURPOSE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Cash Out......................     2,092     $456,647,624.97       48.42%      $218,282.80      599      78.57%     8.272%
Purchase......................     2,017      407,823,744.39       43.24        202,193.23      650      83.10      8.413
Rate/Term.....................       359       78,619,506.21        8.34        218,995.84      618      82.06      8.060
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======



                                      S-39



             MORTGAGE LOAN DOCUMENTATION TYPES OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
DOCUMENTATION TYPE                 LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Full Documentation............     2,622     $490,182,731.51       51.98%      $186,949.94      607      80.73%     7.963%
Limited Documentation.........        59       15,785,645.72        1.67        267,553.32      618      80.53      7.950
Stated Documentation..........     1,787      437,122,498.34       46.35        244,612.48      641      80.92      8.723
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======



                 CREDIT SCORE DISTRIBUTION OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
CREDIT SCORE RANGE                 LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

476--500......................         4     $    433,706.10        0.05%      $108,426.53      500      72.57%     9.818%
501--525......................       234       33,935,879.02        3.60        145,025.12      513      73.97      9.329
526--550......................       431       72,332,604.00        7.67        167,825.07      538      75.93      8.846
551--575......................       505       93,449,984.60        9.91        185,049.47      563      78.74      8.694
576--600......................       605      134,762,226.07       14.29        222,747.48      589      80.84      8.366
601--625......................       781      161,249,326.79       17.10        206,465.21      613      82.05      8.129
626--650......................       753      161,379,306.10       17.11        214,315.15      638      82.25      8.190
651--675......................       547      130,039,800.87       13.79        237,732.73      662      81.84      8.123
676--700......................       296       76,377,380.53        8.10        258,031.69      686      82.05      7.918
701--725......................       131       31,969,847.37        3.39        244,044.64      713      82.75      8.140
726--750......................        89       23,304,224.97        2.47        261,845.22      738      81.96      8.216
751--775......................        50       12,426,661.87        1.32        248,533.24      762      83.82      8.515
776--800......................        35        9,709,791.44        1.03        277,422.61      785      80.82      7.974
801--825......................         7        1,720,135.84        0.18        245,733.69      811      78.22      7.481
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======


                 PREPAYMENT PENALTY TERMS OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
PREPAYMENT PENALTY TERMS          MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
(MONTHS)                           LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

0.............................     1,357     $291,366,285.87       30.89%      $214,713.55      624      81.11%     8.754%
12............................       191       57,260,972.84        6.07        299,795.67      627      80.05      8.279
24............................     2,483      515,607,454.65       54.67        207,655.04      620      81.04      8.130
36............................       437       78,856,162.21        8.36        180,448.88      628      78.82      7.931
                                   -----     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%     8.315%
                                   =====     ===============      ======


                        LIEN TYPES OF THE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
LIEN TYPE                          LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

First Lien....................     4,324     $933,557,823.54       98.99%      $215,901.44      622      80.62%      8.283%
Second Lien...................       144        9,533,052.03        1.01         66,201.75      664      99.94      11.463
                                   -----     ---------------      ------       -----------      ---      -----      ------
TOTAL: .......................     4,468     $943,090,875.57      100.00%      $211,076.74      623      80.82%      8.315%
                                   =====     ===============      ======       ===========      ===      =====       =====



                                      S-40



                 PRODUCT TYPES OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
PRODUCT TYPE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

40/30 Fixed...................       111     $ 28,693,714.84       26.23%      $258,501.94      628      82.31%     8.011%
Fixed.........................       592       80,704,036.72       73.77        136,324.39      623      79.00      8.431
                                     ---     ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................       703     $109,397,751.56      100.00%      $155,615.58      624      79.87%     8.321%
                                     ===     ===============      ======


          CURRENT GROSS MORTGAGE RATE OF THE FIXED RATE MORTGAGE LOANS

  

                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF    AVERAGE      AVERAGE    LOAN-TO-   AVERAGE
CURRENT GROSS MORTGAGE           MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL      CREDIT     VALUE      GROSS
RATE (%)                          LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

6.000--6.499..................        19     $  4,958,228.85        4.53%      $260,959.41      679      72.19%      6.299%
6.500--6.999..................        37        9,571,522.77        8.75        258,689.80      641      68.37       6.799
7.000--7.499..................        74       16,156,360.61       14.77        218,329.20      630      76.15       7.268
7.500--7.999..................       126       25,229,207.21       23.06        200,231.80      626      79.74       7.759
8.000--8.499..................        81       16,397,154.01       14.99        202,434.00      618      82.14       8.223
8.500--8.999..................        86       12,210,647.10       11.16        141,984.27      608      78.15       8.721
9.000--9.499..................        47        5,863,995.20        5.36        124,765.86      592      82.30       9.237
9.500--9.999..................        49        5,189,586.84        4.74        105,909.94      572      78.82       9.708
10.000--10.499................        17        2,068,508.40        1.89        121,676.96      574      76.33      10.263
10.500--10.999................        63        4,940,966.00        4.52         78,428.03      651      94.05      10.806
11.000--11.499................        29        2,208,326.33        2.02         76,149.18      669      98.52      11.233
11.500--11.999................        42        2,582,753.06        2.36         61,494.12      625      96.80      11.759
12.000--12.499................        22        1,324,628.59        1.21         60,210.39      661      98.67      12.209
12.500--12.999................         6          460,176.71        0.42         76,696.12      649     100.00      12.575
13.000--13.499................         3          165,509.64        0.15         55,169.88      640     100.00      13.179
13.500--13.999................         2           70,180.24        0.06         35,090.12      621     100.00      13.641
                                     ---     ---------------      ------       -----------      ---     ------      ------
TOTAL: .......................       703     $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                     ===     ===============      ======


    CURRENT MORTGAGE LOAN PRINCIPAL BALANCE OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
CURRENT  UNPAID PRINCIPAL         MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
BALANCE (%)                        LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1--50,000.....................        65     $  2,309,925.66        2.11%      $ 35,537.32      637      93.18%     11.135%
50,001--100,000...............       253       18,873,795.54       17.25         74,599.98      615      80.73       9.421
100,001--150,000..............       141       17,570,564.67       16.06        124,613.93      617      79.43       8.707
150,001--200,000..............        71       12,393,515.93       11.33        174,556.56      616      79.04       8.229
200,001--250,000..............        54       12,062,174.47       11.03        223,373.60      608      75.32       7.939
250,001--300,000..............        36        9,897,707.16        9.05        274,936.31      616      76.01       7.849
300,001--350,000..............        26        8,451,610.95        7.73        325,061.96      650      81.93       7.873
350,001--400,000..............        16        6,063,841.66        5.54        378,990.10      628      75.85       7.454
400,001--450,000..............        14        6,030,092.11        5.51        430,720.87      662      84.66       7.927
450,001--500,000..............         4        1,913,583.78        1.75        478,395.95      629      87.82       7.651
500,001--550,000..............         6        3,123,956.18        2.86        520,659.36      653      88.36       7.935
550,001--600,000..............         6        3,446,067.97        3.15        574,344.66      657      82.94       7.573
600,001--650,000..............         5        3,115,843.71        2.85        623,168.74      627      81.37       7.831
650,001--700,000..............         4        2,713,701.34        2.48        678,425.34      616      70.36       7.208
700,001--750,000..............         2        1,431,370.43        1.31        715,685.22      623      87.51       6.487
                                     ---     ---------------      ------       -----------      ---      -----       -----
TOTAL: .......................       703     $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                     ===     ===============      ======       ===========      ===      =====       =====



                                      S-41



    ORIGINAL MORTGAGE LOAN PRINCIPAL BALANCE OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL PRINCIPAL BALANCE ($)     LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1--50,000.....................        64     $  2,259,939.09        2.07%      $ 35,311.55      639      93.59%     11.144%
50,001--100,000...............       253       18,824,410.31       17.21         74,404.78      614      80.77       9.441
100,001--150,000..............       142       17,669,936.47       16.15        124,436.17      618      79.37       8.693
150,001--200,000..............        71       12,393,515.93       11.33        174,556.56      616      79.04       8.229
200,001--250,000..............        54       12,062,174.47       11.03        223,373.60      608      75.32       7.939
250,001--300,000..............        36        9,897,707.16        9.05        274,936.31      616      76.01       7.849
300,001--350,000..............        25        8,102,068.92        7.41        324,082.76      651      82.56       7.903
350,001--400,000..............        17        6,413,383.69        5.86        377,257.86      627      75.38       7.439
400,001--450,000..............        14        6,030,092.11        5.51        430,720.87      662      84.66       7.927
450,001--500,000..............         4        1,913,583.78        1.75        478,395.95      629      87.82       7.651
500,001--550,000..............         6        3,123,956.18        2.86        520,659.36      653      88.36       7.935
550,001--600,000..............         6        3,446,067.97        3.15        574,344.66      657      82.94       7.573
600,001--650,000..............         5        3,115,843.71        2.85        623,168.74      627      81.37       7.831
650,001--700,000..............         4        2,713,701.34        2.48        678,425.34      616      70.36       7.208
700,001--750,000..............         2        1,431,370.43        1.31        715,685.22      623      87.51       6.487
                                     ---     ---------------      ------       -----------      ---      -----      ------
TOTAL: .......................       703     $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                     ===     ===============      ======


           REMAINING TERM TO MATURITY OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
REMAINING TERM (MONTHS)            LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

121--180......................        17     $  1,832,669.14        1.68%      $107,804.07      620      66.23%      8.334%
181--240......................        10        1,357,010.77        1.24        135,701.08      643      72.60       8.081
241--300......................         1           65,147.14        0.06         65,147.14      511      75.00      12.150
301--360......................       675      106,142,924.51       97.02        157,248.78      624      80.20       8.321
                                     ---     ---------------      ------       -----------      ---      -----      ------
TOTAL: .......................       703     $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                     ===     ===============      ======


           ORIGINAL TERM TO MATURITY OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL TERM (MONTHS)             LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

121--180......................        17     $  1,832,669.14        1.68%      $107,804.07      620      66.23%      8.334%
181--240......................        10        1,357,010.77        1.24        135,701.08      643      72.60       8.081
241--300......................         1           65,147.14        0.06         65,147.14      511      75.00      12.150
301--360......................       675      106,142,924.51       97.02        157,248.78      624      80.20       8.321
                                     ---     ---------------      ------       -----------      ---      -----      ------
TOTAL: .......................       703     $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                     ===     ===============      ======



                                      S-42



         COMBINED LOAN-TO-VALUE RATIOS OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
COMBINED LTV RATIO (%)             LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.01--10.00...................         2     $    154,228.47        0.14%      $ 77,114.24      556       9.03%      9.549%
10.01--15.00..................         1           79,967.74        0.07         79,967.74      580      10.67      10.475
15.01--20.00..................         1           59,965.74        0.05         59,965.74      532      17.91       8.825
20.01--25.00..................         2          267,586.18        0.24        133,793.09      595      21.92       6.877
25.01--30.00..................         3          349,453.96        0.32        116,484.65      631      26.66       7.766
30.01--35.00..................         5          598,011.88        0.55        119,602.38      585      33.81       7.748
35.01--40.00..................         3          373,552.11        0.34        124,517.37      617      37.41       7.688
40.01--45.00..................         9          976,265.05        0.89        108,473.89      618      41.37       7.958
45.01--50.00..................         6        1,041,163.13        0.95        173,527.19      639      47.85       6.983
50.01--55.00..................        15        2,763,955.12        2.53        184,263.67      610      52.70       7.689
55.01--60.00..................        23        4,226,992.82        3.86        183,782.30      618      58.61       7.278
60.01--65.00..................        33        5,175,532.88        4.73        156,834.33      609      63.13       7.899
65.01--70.00..................        31        5,373,124.42        4.91        173,326.59      607      67.97       7.547
70.01--75.00..................        50        8,158,260.99        7.46        163,165.22      598      73.84       8.276
75.01--80.00..................        96       16,381,971.21       14.97        170,645.53      605      79.31       7.924
80.01--85.00..................        61       10,183,460.02        9.31        166,941.97      586      84.42       8.074
85.01--90.00..................        77       16,526,843.74       15.11        214,634.33      637      89.49       8.038
90.01--95.00..................        51        9,793,538.88        8.95        192,030.17      631      93.57       8.350
95.01--100.00.................       234       26,913,877.22       24.60        115,016.57      659      87.40       9.389
                                     ---     ---------------      ------       -----------      ---      -----      ------
TOTAL: .......................       703     $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                     ===     ===============      ======


         ORIGINAL LOAN-TO-VALUE RATIOS OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL LTV (%)                   LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.01--10.00...................         2     $    154,228.47        0.14%      $ 77,114.24      556       9.03%      9.549%
10.01--15.00..................         1           79,967.74        0.07         79,967.74      580      10.67      10.475
15.01--20.00..................         1           59,965.74        0.05         59,965.74      532      17.91       8.825
20.01--25.00..................         2          267,586.18        0.24        133,793.09      595      21.92       6.877
25.01--30.00..................         4          431,819.86        0.39        107,954.97      634      26.49       7.634
30.01--35.00..................         5          598,011.88        0.55        119,602.38      585      33.81       7.748
35.01--40.00..................         3          373,552.11        0.34        124,517.37      617      37.41       7.688
40.01--45.00..................         8          893,899.15        0.82        111,737.39      615      42.80       8.039
45.01--50.00..................         7        1,152,943.12        1.05        164,706.16      642      48.04       6.960
50.01--55.00..................        15        2,763,955.12        2.53        184,263.67      610      52.70       7.689
55.01--60.00..................        24        4,314,937.99        3.94        179,789.08      618      58.63       7.301
60.01--65.00..................        32        5,063,752.89        4.63        158,242.28      607      63.43       7.924
65.01--70.00..................        32        5,430,488.76        4.96        169,702.77      606      67.99       7.590
70.01--75.00..................        50        8,158,260.99        7.46        163,165.22      598      73.84       8.276
75.01--80.00..................       184       32,940,100.61       30.11        179,022.29      631      79.67       8.085
80.01--85.00..................        68       11,120,193.00       10.16        163,532.25      588      84.32       8.087
85.01--90.00..................        80       16,842,488.14       15.40        210,531.10      636      89.54       8.042
90.01--95.00..................        43        8,783,068.52        8.03        204,257.41      634      94.60       8.352
95.01--100.00.................       142        9,968,531.29        9.11         70,200.92      665      99.99      11.325
                                     ---     ---------------      ------       -----------      ---      -----      ------
TOTAL: .......................       703     $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                     ===     ===============      ======



                                      S-43



GEOGRAPHIC DISTRIBUTION OF MORTGAGED PROPERTIES OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
STATE                              LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

California....................      112      $ 24,472,935.64       22.37%      $218,508.35      649       81.12%    8.274%
Florida.......................       91        14,033,149.44       12.83        154,210.43      605       77.15     8.267
Texas.........................      115        13,462,672.41       12.31        117,066.72      611       78.85     8.283
New York......................       41        12,116,965.22       11.08        295,535.74      628       78.02     7.936
Massachusetts.................       22         4,940,727.15        4.52        224,578.51      638       77.45     8.327
New Jersey....................       18         3,394,563.79        3.10        188,586.88      629       78.76     8.373
Maryland......................       22         3,071,827.27        2.81        139,628.51      609       84.04     8.837
Illinois......................       20         2,644,292.98        2.42        132,214.65      608       82.01     8.631
Georgia.......................       21         2,564,616.61        2.34        122,124.60      611       83.78     8.990
Pennsylvania..................       18         2,266,193.43        2.07        125,899.64      598       83.09     8.332
Virginia......................       12         2,161,016.55        1.98        180,084.71      616       70.31     7.970
Nevada........................       12         1,782,282.12        1.63        148,523.51      633       82.08     8.750
Hawaii........................       10         1,778,705.18        1.63        177,870.52      653       78.25     7.628
Arizona.......................       11         1,756,679.57        1.61        159,698.14      620       81.31     8.259
Minnesota.....................        9         1,421,687.18        1.30        157,965.24      647       75.56     7.992
Oregon........................       10         1,376,288.46        1.26        137,628.85      629       86.89     8.449
Ohio..........................       16         1,311,611.58        1.20         81,975.72      627       83.21     8.221
Tennessee.....................       13         1,201,139.78        1.10         92,395.37      624       78.43     8.613
Other.........................      130        13,640,397.20       12.47        104,926.13      610       82.40     8.622
                                    ---      ---------------      ------       -----------      ---       -----     -----
TOTAL: .......................      703      $109,397,751.56      100.00%      $155,615.58      624       79.87%    8.321%
                                    ===      ===============      ======


                 OCCUPANCY TYPE OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
OCCUPANCY TYPE                     LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Investment Property...........       40      $  5,639,431.53        5.15%      $140,985.79      662      85.54%     8.846%
Primary Residence.............      641       101,681,144.93       92.95        158,628.93      621      79.48      8.271
Second Home...................       22         2,077,175.10        1.90         94,417.05      663      83.70      9.327
                                    ---      ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................      703      $109,397,751.56      100.00%      $155,615.58      624      79.87%     8.321%
                                    ===      ===============      ======


            MORTGAGED PROPERTY TYPES OF THE FIXED RATE MORTGAGE LOANS



                                                                                                        WEIGHTED
                                                                                             WEIGHTED    AVERAGE   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        MORTGAGE       PRINCIPAL     CREDIT      VALUE     GROSS
PROPERTY TYPE                     LOANS          BALANCE          LOANS          BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

One Family....................      533      $ 78,710,123.61       71.95%      $147,673.78      621      79.50%     8.344%
PUD Detached..................       73        12,304,666.62       11.25        168,557.08      629      79.07      8.158
2-4 Unit......................       41        10,079,497.66        9.21        245,841.41      644      81.41      8.082
Condo.........................       40         5,777,675.78        5.28        144,441.89      633      81.40      8.665
PUD Attached..................       15         2,422,018.17        2.21        161,467.88      615      86.00      8.547
Modular Home..................        1           103,769.72        0.09        103,769.72      590      80.00      9.000
                                    ---      ---------------      ------       -----------      ---      -----      -----
TOTAL: .......................      703      $109,397,751.56      100.00%      $155,615.58      624      79.87%     8.321%
                                    ===      ===============      ======


             Mortgage Loan Purpose of the Fixed Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
LOAN PURPOSE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Cash Out......................      382      $ 67,521,266.88       61.72%      $176,757.24      610      76.25%     7.995%
Purchase......................      257        30,864,622.23       28.21        120,095.81      655      87.15      9.272
Rate/Term.....................       64        11,011,862.45       10.07        172,060.35      626      81.64      7.653
                                    ---      ---------------      ------       -----------      ---      -----      -----
Total: .......................      703      $109,397,751.56      100.00%      $155,615.58      624      79.87%     8.321%
                                    ===      ===============      ======



                                      S-44



       Mortgage Loan Documentation Types of the Fixed Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
DOCUMENTATION TYPE                 LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Full Documentation............      484      $ 75,327,734.39       68.86%      $155,635.81      613      79.54%     8.011%
Limited Documentation.........        6           750,135.03        0.69        125,022.51      627      80.07      8.119
Stated Documentation..........      213        33,319,882.14       30.46        156,431.37      650      80.61      9.025
                                    ---      ---------------      ------       -----------      ---      -----      -----
Total: .......................      703      $109,397,751.56      100.00%      $155,615.58      624      79.87%     8.321%
                                    ===      ===============      ======


           Credit Score Distribution of the Fixed Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
CREDIT SCORE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

501--525......................       39      $  4,022,573.93        3.68%      $103,142.92      511      71.94%      9.478%
526--550......................       75         9,359,315.62        8.56        124,790.87      538      74.04       8.842
551--575......................       50         8,124,233.13        7.43        162,484.66      564      76.28       8.219
576--600......................       69        12,386,083.14       11.32        179,508.45      589      75.39       8.042
601--625......................      141        23,866,537.76       21.82        169,266.23      613      81.19       8.241
626--650......................      126        18,557,985.12       16.96        147,285.60      639      82.43       8.282
651--675......................       84        11,342,996.58       10.37        135,035.67      662      83.82       8.482
676--700......................       61        11,937,107.63       10.91        195,690.29      686      81.77       7.832
701--725......................       27         5,535,856.63        5.06        205,031.73      712      82.99       8.109
726--750......................       19         2,852,394.61        2.61        150,126.03      739      81.91       8.641
751--775......................        6           604,469.69        0.55        100,744.95      765      88.30      10.447
776--800......................        5           673,428.20        0.62        134,685.64      788      82.06       9.112
801--825......................        1           134,769.52        0.12        134,769.52      821      43.13       6.825
                                    ---      ---------------      ------       -----------      ---      -----      ------
Total: .......................      703      $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                    ===      ===============      ======


            Prepayment Penalty Terms of the Fixed Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
PREPAYMENT PENALTY TERM          MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
(MONTHS)                           LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

0.............................      201      $ 23,552,161.57       21.53%      $117,174.93      617      80.12%     9.072%
12............................       45        13,465,277.97       12.31        299,228.40      624      78.15      7.943
24............................       75         6,646,173.62        6.08         88,615.65      654      93.66      9.990
36............................      382        65,734,138.40       60.09        172,078.90      624      78.74      7.960
                                    ---      ---------------      ------       -----------      ---      -----      -----
Total: .......................      703      $109,397,751.56      100.00%      $155,615.58      624      79.87%     8.321%
                                    ===      ===============      ======


                   Lien Types of the Fixed Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
LIEN TYPE                          LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

First Lien.......................   559      $ 99,864,699.53       91.29%      $178,648.84      620      77.95%      8.021%
Second Lien......................   144         9,533,052.03        8.71         66,201.75      664      99.94      11.463
                                    ---      ---------------      ------       -----------      ---      -----      ------
Total: ..........................   703      $109,397,751.56      100.00%      $155,615.58      624      79.87%      8.321%
                                    ===      ===============      ======



                                      S-45



Product Types of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL      GROSS      VALUE     CREDIT
PRODUCT TYPE                       LOANS         BALANCE          BALANCE        BALANCE      COUPON      RATIO      SCORE
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

2/1 ARM.......................     1,507     $246,471,399.99        29.56%     $163,551.03      609      81.24%     8.624%
2/1 ARM 5Y-IO.................       366      120,953,968.15        14.51       330,475.32      650      81.79      7.882
3/1 ARM.......................        46        7,366,790.14         0.88       160,147.61      615      76.73      8.247
3/1 ARM 5Y-IO.................        29        9,947,384.28         1.19       343,013.25      666      81.23      7.557
40/30 2/1 ARM.................     1,786      442,428,561.08        53.07       247,720.36      622      80.64      8.279
40/30 3/1 ARM.................        31        6,525,020.37         0.78       210,484.53      630      78.36      8.233
                                   -----     ---------------       ------      -----------      ---      -----      -----
Total: .......................     3,765     $833,693,124.01       100.00%     $221,432.44      622      80.94%     8.314%
                                   =====     ===============       ======


Current Gross Mortgage Rate of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
CURRENT GROSS MORTGAGE           MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
RATE (%)                           LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.500--5.999..................        20     $  6,811,872.79        0.82%      $340,593.64      659      75.90%      5.799%
6.000--6.499..................        42       13,145,334.50        1.58        312,984.15      655      77.31       6.305
6.500--6.999..................       196       55,461,358.57        6.65        282,966.12      636      78.33       6.846
7.000--7.499..................       393      103,280,381.64       12.39        262,799.95      642      79.67       7.265
7.500--7.999..................       772      189,357,582.25       22.71        245,281.84      630      79.55       7.774
8.000--8.499..................       561      125,316,223.24       15.03        223,380.08      625      79.81       8.252
8.500--8.999..................       686      143,853,704.65       17.25        209,699.28      615      81.75       8.751
9.000--9.499..................       399       78,286,023.83        9.39        196,205.57      607      82.91       9.241
9.500--9.999..................       399       69,413,514.04        8.33        173,968.71      599      84.59       9.751
10.000--10.499................       159       27,946,175.52        3.35        175,762.11      600      86.84      10.238
10.500--10.999................        88       13,435,971.48        1.61        152,681.49      599      85.85      10.733
11.000--11.499................        36        5,857,825.52        0.70        162,717.38      577      83.01      11.198
11.500--11.999................        11        1,288,983.14        0.15        117,180.29      570      79.18      11.773
12.000--12.499................         2          188,196.49        0.02         94,098.25      588      77.14      12.076
12.500--12.999................         1           49,976.35        0.01         49,976.35      502      64.94      12.900
                                   -----     ---------------      ------       -----------      ---      -----      ------
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%      8.314%
                                   =====     ===============      ======


Current Mortgage Loan Principal Balance of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
CURRENT UNPAID PRINCIPAL          MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
BALANCE ($)                        LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1--50,000.....................        12     $    589,935.70        0.07%      $ 49,161.31      577      62.54%      9.906%
50,001--100,000...............       720       55,095,638.95        6.61         76,521.72      599      81.37       8.991
100,001--150,000..............       725       90,217,346.96       10.82        124,437.72      605      80.03       8.559
150,001--200,000..............       583      101,925,143.83       12.23        174,828.72      612      79.79       8.489
200,001--250,000..............       477      106,579,939.68       12.78        223,438.03      618      80.43       8.262
250,001--300,000..............       364       99,477,774.05       11.93        273,290.59      619      80.74       8.232
300,001--350,000..............       255       82,859,327.48        9.94        324,938.54      626      80.51       8.263
350,001--400,000..............       195       72,953,451.83        8.75        374,120.27      630      81.43       8.087
400,001--450,000..............       141       60,212,160.46        7.22        427,036.60      637      81.72       8.050
450,001--500,000..............       104       49,401,540.85        5.93        475,014.82      628      82.05       8.187
500,001--550,000..............        58       30,399,488.48        3.65        524,129.11      641      82.43       8.138
550,001--600,000..............        55       31,642,702.26        3.80        575,321.86      637      82.58       8.220
600,001--650,000..............        28       17,480,652.01        2.10        624,309.00      655      82.48       8.470
650,001--700,000..............        22       14,765,419.05        1.77        671,155.41      657      83.42       7.836
700,001--750,000..............        15       10,858,948.40        1.30        723,929.89      663      79.61       7.717
750,001--800,000..............         5        3,906,002.93        0.47        781,200.59      625      80.29       7.493
800,001--850,000..............         3        2,447,293.91        0.29        815,764.64      682      86.62       9.063
850,001--900,000..............         1          882,000.00        0.11        882,000.00      645      90.00       8.250
950,001--1,000,000............         2        1,998,357.18        0.24        999,178.59      621      77.83       8.008
                                   -----     ---------------      ------       -----------      ---      -----       -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%      8.314%
                                   =====     ===============      ======



                                      S-46



Original Mortgage Loan Principal Balance of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL PRINCIPAL BALANCE ($)     LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1--50,000.....................        12     $    589,935.70        0.07%      $ 49,161.31      577      62.54%     9.906%
50,001--100,000...............       720       55,095,638.95        6.61         76,521.72      599      81.37      8.991
100,001--150,000..............       725       90,217,346.96       10.82        124,437.72      605      80.03      8.559
150,001--200,000..............       583      101,925,143.83       12.23        174,828.72      612      79.79      8.489
200,001--250,000..............       476      106,335,589.06       12.75        223,394.09      618      80.45      8.263
250,001--300,000..............       365       99,722,124.67       11.96        273,211.30      620      80.72      8.232
300,001--350,000..............       255       82,859,327.48        9.94        324,938.54      626      80.51      8.263
350,001--400,000..............       195       72,953,451.83        8.75        374,120.27      630      81.43      8.087
400,001--450,000..............       141       60,212,160.46        7.22        427,036.60      637      81.72      8.050
450,001--500,000..............       104       49,401,540.85        5.93        475,014.82      628      82.05      8.187
500,001--550,000..............        58       30,399,488.48        3.65        524,129.11      641      82.43      8.138
550,001--600,000..............        55       31,642,702.26        3.80        575,321.86      637      82.58      8.220
600,001--650,000..............        28       17,480,652.01        2.10        624,309.00      655      82.48      8.470
650,001--700,000..............        22       14,765,419.05        1.77        671,155.41      657      83.42      7.836
700,001--750,000..............        15       10,858,948.40        1.30        723,929.89      663      79.61      7.717
750,001--800,000..............         5        3,906,002.93        0.47        781,200.59      625      80.29      7.493
800,001--850,000..............         3        2,447,293.91        0.29        815,764.64      682      86.62      9.063
850,001--900,000..............         1          882,000.00        0.11        882,000.00      645      90.00      8.250
950,001--1,000,000............         2        1,998,357.18        0.24        999,178.59      621      77.83      8.008
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   =====     ===============      ======


Remaining Term to Maturity of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT     VALUE       GROSS
REMAINING TERM (MONTHS)            LOANS         BALANCE          BALANCE        BALANCE       SCORE     RATIO      COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

301--360......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total:........................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   =====     ===============      ======


Original Term to Maturity of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
ORIGINAL TERM (MONTHS)             LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

301--360......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total:........................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   =====     ===============      ======


Combined Loan-to-Value Ratios of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL         PRINCIPAL     PRINCIPAL     CREDIT      VALUE      GROSS
COMBINED LTV (%)                   LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

10.01--15.00..................         1     $     49,969.32        0.01%      $ 49,969.32      564      14.29%     8.475%
15.01--20.00..................         1           49,972.41        0.01         49,972.41      556      17.42      8.990
20.01--25.00..................         3          244,730.94        0.03         81,576.98      577      23.46      7.780
25.01--30.00..................         6          779,185.84        0.09        129,864.31      613      27.94      8.285
30.01--35.00..................         3          522,147.24        0.06        174,049.08      587      33.73      9.119
35.01--40.00..................        13        1,649,772.96        0.20        126,905.61      558      37.97      8.293
40.01--45.00..................        18        2,967,929.49        0.36        164,884.97      589      43.17      8.268
45.01--50.00..................        25        5,807,485.48        0.70        232,299.42      614      48.42      8.159
50.01--55.00..................        43        7,946,065.74        0.95        184,792.23      584      53.32      7.948
55.01--60.00..................        73       14,124,686.18        1.69        193,488.85      588      58.16      7.859
60.01--65.00..................       111       24,568,045.40        2.95        221,333.74      575      63.40      8.106
65.01--70.00..................       138       30,689,022.69        3.68        222,384.22      590      68.63      8.135
70.01--75.00..................       243       54,166,360.14        6.50        222,906.83      589      74.09      8.345
75.01--80.00..................       448      100,890,811.67       12.10        225,202.70      595      79.23      8.239
80.01--85.00..................       362       73,172,008.67        8.78        202,132.62      587      84.41      8.527
85.01--90.00..................       698      155,126,898.10       18.61        222,244.84      620      89.58      8.735
90.01--95.00..................       333       73,220,425.17        8.78        219,881.16      638      92.97      8.719
95.01--100.00.................     1,246      287,717,606.57       34.51        230,913.01      656      80.51      8.024
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   =====     ===============      ======



                                      S-47



Original Loan-to-Value Ratios of the Adjustable Rate Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE     LOAN-     AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT    TO-VALUE     GROSS
ORIGINAL LTV (%)                  LOANS         BALANCE         BALANCE      BALANCE      SCORE       RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

10.01--15.00..................         1    $     49,969.32       0.01%    $ 49,969.32      564      14.29%     8.475%
15.01--20.00..................         1          49,972.41       0.01       49,972.41      556      17.42      8.990
20.01--25.00..................         3         244,730.94       0.03       81,576.98      577      23.46      7.780
25.01--30.00..................         6         779,185.84       0.09      129,864.31      613      27.94      8.285
30.01--35.00..................         4         679,994.91       0.08      169,998.73      589      33.46      9.115
35.01--40.00..................        13       1,649,772.96       0.20      126,905.61      558      37.97      8.293
40.01--45.00..................        17       2,810,081.82       0.34      165,298.93      589      43.77      8.222
45.01--50.00..................        25       5,807,485.48       0.70      232,299.42      614      48.42      8.159
50.01--55.00..................        43       7,946,065.74       0.95      184,792.23      584      53.32      7.948
55.01--60.00..................        73      14,124,686.18       1.69      193,488.85      588      58.16      7.859
60.01--65.00..................       113      24,973,985.09       3.00      221,008.72      577      63.40      8.095
65.01--70.00..................       141      31,789,902.41       3.81      225,460.30      596      68.68      8.092
70.01--75.00..................       258      56,201,743.45       6.74      217,836.21      590      74.11      8.349
75.01--80.00..................     1,624     377,083,284.22      45.23      232,194.14      641      79.79      8.036
80.01--85.00..................       412      80,848,937.20       9.70      196,235.28      588      84.47      8.578
85.01--90.00..................       752     163,166,689.12      19.57      216,976.98      618      89.74      8.771
90.01--95.00..................       256      61,497,197.29       7.38      240,223.43      644      94.76      8.719
95.01--100.00.................        23       3,989,439.63       0.48      173,453.90      672      99.74      9.601
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     3,765    $833,693,124.01     100.00%    $221,432.44      622      80.94%     8.314%
                                   =====    ===============     ======


Geographic Distribution of Mortgaged Properties of the Adjustable Rate Mortgage
Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
STATE                              LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

California....................       833    $295,903,878.15      35.49%    $355,226.74      634      80.02%     8.094%
Florida.......................       462      85,798,406.22      10.29      185,710.84      620      81.04      8.564
New York......................       158      48,764,081.50       5.85      308,633.43      627      78.94      8.202
Arizona.......................       147      30,950,286.93       3.71      210,546.17      625      79.75      8.236
New Jersey....................       122      30,637,965.75       3.67      251,130.87      610      81.41      8.495
Massachusetts.................       115      29,477,939.02       3.54      256,329.90      619      78.98      8.312
Maryland......................       113      28,979,797.31       3.48      256,458.38      606      81.03      8.362
Texas.........................       223      27,543,824.45       3.30      123,514.91      612      80.96      8.603
Illinois......................       114      22,394,584.39       2.69      196,443.72      613      82.28      8.208
Washington....................        76      18,016,226.20       2.16      237,055.61      627      80.16      8.095
Pennsylvania..................       114      15,290,964.39       1.83      134,131.27      615      83.06      8.349
Nevada........................        54      15,120,394.14       1.81      280,007.30      630      80.32      8.093
Virginia......................        69      15,047,527.88       1.80      218,080.11      590      80.84      8.350
Georgia.......................        91      14,179,472.45       1.70      155,818.38      622      84.73      8.608
Michigan......................       113      12,883,306.82       1.55      114,011.56      610      82.48      8.629
Connecticut...................        49      10,201,427.72       1.22      208,192.40      607      81.99      8.464
Hawaii........................        24      10,055,556.56       1.21      418,981.52      674      82.07      7.351
Colorado......................        54       9,559,134.69       1.15      177,021.01      626      83.48      8.204
Other.........................       834     112,888,349.44      13.54      135,357.73      607      83.44      8.727
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     3,765    $833,693,124.01     100.00%    $221,432.44      622      80.94%     8.314%
                                   =====    ===============     ======


Occupancy Types of the Adjustable Rate Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
OCCUPANCY TYPE                    LOANS         BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Investment Property...........       308    $ 57,600,806.45       6.91%    $187,015.61      656      86.23%     9.435%
Primary Residence.............     3,362     754,699,670.50      90.52      224,479.38      619      80.47      8.221
Second Home...................        95      21,392,647.06       2.57      225,185.76      671      83.20      8.581
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     3,765    $833,693,124.01     100.00%    $221,432.44      622      80.94%     8.314%
                                   =====    ===============     ======



                                      S-48



Mortgaged Property Types of the Adjustable Rate Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
PROPERTY TYPE                     LOANS         BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

One Family....................     2,802    $599,254,225.35      71.88%    $213,866.60      619      80.83%     8.307%
PUD Detached..................       368      93,541,535.64      11.22      254,188.96      631      81.61      8.162
2-4 Unit......................       238      67,532,419.92       8.10      283,749.66      632      80.47      8.469
Condo.........................       263      54,041,025.75       6.48      205,479.19      633      81.70      8.482
PUD Attached..................        94      19,323,917.35       2.32      205,573.59      619      80.49      8.273
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     3,765    $833,693,124.01     100.00%    $221,432.44      622      80.94%     8.314%
                                   =====    ===============     ======


Mortgage Loan Purpose of the Adjustable Rate Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                     OF                           OF         AVERAGE      AVERAGE    LOAN-TO-   AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
LOAN PURPOSE                       LOANS        BALANCE         BALANCE      BALANCE      SCORE       RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Purchase......................     1,760    $376,959,122.16      45.22%    $214,181.32      649      82.76%     8.342%
Cash Out......................     1,710     389,126,358.09      46.68      227,559.27      598      78.97      8.320
Rate/Term.....................       295      67,607,643.76       8.11      229,178.45      617      82.13      8.126
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     3,765    $833,693,124.01     100.00%    $221,432.44      622      80.94%     8.314%
                                   =====    ===============     ======


Mortgage Loan Documentation Types of the Adjustable Rate Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
DOCUMENTATION TYPE                LOANS         BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Full Documentation............     2,138    $414,854,997.12      49.76%    $194,038.82      605      80.95%     7.954%
Limited Documentation.........        53      15,035,510.69       1.80      283,688.88      618      80.56      7.941
Stated Documentation..........     1,574     403,802,616.20      48.44      256,545.50      640      80.95      8.698
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     3,765    $833,693,124.01     100.00%    $221,432.44      622      80.94%     8.314%
                                   =====    ===============     ======


Credit Score Distribution of the Adjustable Rate Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
CREDIT SCORE                       LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

476--500......................         4    $    433,706.10       0.05%    $108,426.53      500      72.57%     9.818%
501--525......................       195      29,913,305.09       3.59      153,401.56      514      74.24      9.309
526--550......................       356      62,973,288.38       7.55      176,891.26      539      76.22      8.847
551--575......................       455      85,325,751.47      10.23      187,529.12      563      78.98      8.739
576--600......................       536     122,376,142.93      14.68      228,313.70      588      81.39      8.399
601--625......................       640     137,382,789.03      16.48      214,660.61      613      82.20      8.109
626--650......................       627     142,821,320.98      17.13      227,785.20      638      82.23      8.178
651--675......................       463     118,696,804.29      14.24      256,364.59      662      81.65      8.089
676--700......................       235      64,440,272.90       7.73      274,213.93      686      82.11      7.934
701--725......................       104      26,433,990.74       3.17      254,172.99      713      82.70      8.146
726--750......................        70      20,451,830.36       2.45      292,169.01      738      81.97      8.156
751--775......................        44      11,822,192.18       1.42      268,686.19      762      83.59      8.416
776--800......................        30       9,036,363.24       1.08      301,212.11      784      80.73      7.889
801--825......................         6       1,585,366.32       0.19      264,227.72      810      81.20      7.537
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     3,765    $833,693,124.01     100.00%    $221,432.44      622      80.94%     8.314%
                                   =====    ===============     ======



                                      S-49



Prepayment Penalty Terms of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
PREPAYMENT PENALTY               MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
TERM (MONTHS)                      LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

0.............................     1,156     $267,814,124.30       32.12%      $231,673.12      625      81.20%     8.726%
12............................       146       43,795,694.87        5.25        299,970.51      628      80.64      8.382
24............................     2,408      508,961,281.03       61.05        211,362.66      620      80.88      8.106
36............................        55       13,122,023.81        1.57        238,582.25      646      79.23      7.784
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   =====     ===============      ======


Lien Types of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
LIEN TYPE                          LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

First Lien....................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   =====     ===============      ======


Initial Interest Rate Cap of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
INITIAL RATE CAP (%)               LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1.000.........................         1     $     95,000.00        0.01%      $ 95,000.00      802      100.00%    7.350%
1.500.........................     3,764      833,598,124.01       99.99        221,466.03      622       80.94     8.315
                                   -----     ---------------      ------       -----------      ---      ------     -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622       80.94%    8.314%
                                   =====     ===============      ======


Distribution by Periodic Interest Rate Cap of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
PERIODIC RATE CAP (%)              LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1.000.........................         1     $     95,000.00        0.01%      $ 95,000.00      802      100.00%    7.350%
1.500.........................     3,764      833,598,124.01       99.99        221,466.03      622       80.94     8.315
                                   -----     ---------------      ------       -----------      ---      ------     -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622       80.94%    8.314%
                                   =====     ===============      ======


Gross Margin of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
GROSS MARGIN (%)                   LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.000--5.999..................       586     $137,465,866.87       16.49%      $234,583.39      619      80.56%     8.165%
6.000--6.999..................     3,058      674,215,501.34       80.87        220,475.97      625      81.33      8.316
7.000--7.999..................       121       22,011,755.80        2.64        181,915.34      568      71.48      9.197
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   =====     ===============      ======



                                      S-50



Maximum Mortgage Rates of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                             WEIGHTED    AVERAGE   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                 MORTGAGE       PRINCIPAL        MORTGAGE       PRINCIPAL     CREDIT      VALUE      GROSS
MAXIMUM MORTGAGE RATE (%)          LOANS         BALANCE           LOANS         BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

12.000--12.999................        20     $  6,811,872.79        0.82%      $340,593.64      659      75.90%      5.799%
13.000--13.999................       239       68,701,693.07        8.24        287,454.78      639      78.17       6.743
14.000--14.999................     1,164      292,542,963.89       35.09        251,325.57      634      79.58       7.594
15.000--15.999................     1,247      269,169,927.89       32.29        215,853.99      619      80.85       8.519
16.000--16.999................       798      147,699,537.87       17.72        185,087.14      603      83.70       9.481
17.000--17.999................       247       41,382,147.00        4.96        167,539.06      600      86.52      10.398
18.000--18.999................        47        7,146,808.66        0.86        152,059.76      576      82.32      11.302
19.000 >=.....................         3          238,172.84        0.03         79,390.95      570      74.58      12.249
                                   -----     ---------------      ------       -----------      ---      -----      ------
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%      8.314%
                                   =====     ===============      ======


Minimum Mortgage Rates of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
MINIMUM MORTGAGE RATES (%)         LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.000--5.999..................         5     $  1,721,636.61         0.21%     $344,327.32      684      75.03%      5.681%
6.000--6.999..................       250       72,874,092.63         8.74       291,496.37      640      78.05       6.681
7.000--7.999..................     1,168      293,460,800.51        35.20       251,250.69      634      79.57       7.591
8.000--8.999..................     1,247      269,169,927.89        32.29       215,853.99      619      80.85       8.519
9.000--9.999..................       798      147,699,537.87        17.72       185,087.14      603      83.70       9.481
10.000--10.999................       247       41,382,147.00         4.96       167,539.06      600      86.52      10.398
11.000--11.999................        47        7,146,808.66         0.86       152,059.76      576      82.32      11.302
12.000 >=.....................         3          238,172.84         0.03        79,390.95      570      74.58      12.249
                                   -----     ---------------       ------      -----------      ---      -----      ------
Total: .......................     3,765     $833,693,124.01       100.00%     $221,432.44      622      80.94%      8.314%
                                   =====     ===============       ======


Initial Rate Adjustment Date of the Adjustable Rate Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
INITIAL INTEREST RATE            MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
ADJUSTMENT DATE                    LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

December 1, 2007..............         1         $542,552.87        0.07%      $542,552.87      564      73.00%     7.600%
January 1, 2008...............         8        1,991,038.02        0.24        248,879.75      627      86.43      8.812
February 1, 2008..............        64       15,252,511.53        1.83        238,320.49      610      83.63      8.550
March 1, 2008.................       211       51,345,744.15        6.16        243,344.76      629      81.89      8.336
April 1, 2008.................     1,872      413,397,507.37       49.59        220,832.00      621      81.17      8.294
May 1, 2008...................     1,503      327,324,575.28       39.26        217,780.82      622      80.50      8.350
December 1, 2008..............         2          424,147.58        0.05        212,073.79      628      81.19      7.945
January 1, 2009...............         1           69,156.42        0.01         69,156.42      623      95.00      8.975
February 1, 2009..............         2          447,107.30        0.05        223,553.65      664      80.00      9.624
March 1, 2009.................         7          912,092.75        0.11        130,298.96      625      83.82      8.918
April 1, 2009.................        46       11,777,085.67        1.41        256,023.60      640      79.36      7.726
May 1, 2009...................        48       10,209,605.07        1.22        212,700.11      641      78.04      8.054
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     3,765     $833,693,124.01      100.00%      $221,432.44      622      80.94%     8.314%
                                   =====     ===============      ======



                                      S-51



Product Types of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
PRODUCT TYPE                      LOANS         BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ------------------------   --------   --------   --------

2/1 ARM 5Y-IO.................      366     $120,953,968.15      92.40%    $330,475.32      650      81.79%     7.882%
3/1 ARM 5Y-IO.................       29        9,947,384.28       7.60      343,013.25      666      81.23      7.557
                                    ---     ---------------     ------     -----------      ---      -----      -----
Total: .......................      395     $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                    ===     ===============     ======


Current Gross Mortgage Rate of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
CURRENT GROSS MORTGAGE           MORTGAGE       PRINCIPAL      PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
RATE (%)                           LOANS         BALANCE        BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

5.500--5.999..................       1      $    515,087.99       0.39%    $515,087.99      639      81.76%      5.850%
6.000--6.499..................       5         1,822,449.83       1.39      364,489.97      669      81.95       6.400
6.500--6.999..................      14         5,627,363.00       4.30      401,954.50      649      79.23       6.881
7.000--7.499..................     100        32,809,591.18      25.06      328,095.91      659      80.92       7.252
7.500--7.999..................     140        45,916,382.76      35.08      327,974.16      649      81.34       7.734
8.000--8.499..................      64        21,179,477.51      16.18      330,929.34      644      81.07       8.230
8.500--8.999..................      40        13,380,749.76      10.22      334,518.74      648      84.16       8.715
9.000--9.499..................      16         5,666,223.95       4.33      354,139.00      662      84.57       9.192
9.500--9.999..................      12         3,076,287.45       2.35      256,357.29      655      86.89       9.647
10.000--10.499................       3           907,739.00       0.69      302,579.67      651      93.39      10.330
                                   ---      ---------------     ------     -----------      ---      -----      ------
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%      7.857%
                                   ===      ===============     ======


Current Mortgage Loan Principal Balance of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
CURRENT UNPAID PRINCIPAL         MORTGAGE       PRINCIPAL      PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
BALANCE ($)                        LOANS         BALANCE        BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

50,001--100,000...............        9     $    690,054.38       0.53%    $ 76,672.71      650      85.94%     8.029%
100,001--150,000..............       30        3,715,692.94       2.84      123,856.43      648      79.46      7.996
150,001--200,000..............       44        7,753,507.15       5.92      176,216.07      635      81.51      8.184
200,001--250,000..............       53       11,925,343.96       9.11      225,006.49      648      79.58      7.854
250,001--300,000..............       58       15,976,973.84      12.21      275,465.07      642      81.32      7.921
300,001--350,000..............       42       13,643,390.99      10.42      324,842.64      658      81.75      7.851
350,001--400,000..............       43       16,085,151.95      12.29      374,073.30      651      81.51      7.570
400,001--450,000..............       36       15,371,826.91      11.74      426,995.19      662      82.33      7.824
450,001--500,000..............       23       10,987,144.95       8.39      477,701.95      650      85.36      7.852
500,001--550,000..............       16        8,379,937.95       6.40      523,746.12      659      80.85      7.766
550,001--600,000..............       20       11,468,427.49       8.76      573,421.37      652      83.34      7.740
600,001--650,000..............        5        3,147,399.97       2.40      629,479.99      660      77.34      7.982
650,001--700,000..............        6        4,058,999.99       3.10      676,500.00      655      81.66      7.910
700,001--750,000..............        5        3,599,499.99       2.75      719,900.00      648      80.58      8.091
750,001--800,000..............        2        1,595,999.97       1.22      797,999.99      634      70.99      7.245
800,001--850,000..............        2        1,620,000.00       1.24      810,000.00      676      90.00      9.325
850,001--900,000..............        1          882,000.00       0.67      882,000.00      645      90.00      8.250
                                    ---     ---------------     ------     -----------      ---      -----      -----
Total: .......................      395     $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                    ===     ===============     ======



                                      S-52



Original Mortgage Loan Principal Balance of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE       PRINCIPAL      PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
ORIGINAL PRINCIPAL BALANCE ($)    LOANS          BALANCE        BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

50,001--100,000...............       9      $    690,054.38       0.53%    $ 76,672.71      650      85.94%     8.029%
100,001--150,000..............      30         3,715,692.94       2.84      123,856.43      648      79.46      7.996
150,001--200,000..............      44         7,753,507.15       5.92      176,216.07      635      81.51      8.184
200,001--250,000..............      53        11,925,343.96       9.11      225,006.49      648      79.58      7.854
250,001--300,000..............      58        15,976,973.84      12.21      275,465.07      642      81.32      7.921
300,001--350,000..............      42        13,643,390.99      10.42      324,842.64      658      81.75      7.851
350,001--400,000..............      43        16,085,151.95      12.29      374,073.30      651      81.51      7.570
400,001--450,000..............      36        15,371,826.91      11.74      426,995.19      662      82.33      7.824
450,001--500,000..............      23        10,987,144.95       8.39      477,701.95      650      85.36      7.852
500,001--550,000..............      16         8,379,937.95       6.40      523,746.12      659      80.85      7.766
550,001--600,000..............      20        11,468,427.49       8.76      573,421.37      652      83.34      7.740
600,001--650,000..............       5         3,147,399.97       2.40      629,479.99      660      77.34      7.982
650,001--700,000..............       6         4,058,999.99       3.10      676,500.00      655      81.66      7.910
700,001--750,000..............       5         3,599,499.99       2.75      719,900.00      648      80.58      8.091
750,001--800,000..............       2         1,595,999.97       1.22      797,999.99      634      70.99      7.245
800,001--850,000..............       2         1,620,000.00       1.24      810,000.00      676      90.00      9.325
850,001--900,000..............       1           882,000.00       0.67      882,000.00      645      90.00      8.250
                                   ---      ---------------     ------     -----------      ---      -----      -----
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======


Remaining Term to Maturity of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                  NUMBER                      PERCENTAGE                 WEIGHTED    AVERAGE   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       MORTGAGE     PRINCIPAL     CREDIT      VALUE     GROSS
REMAINING TERM (MONTHS)            LOANS        BALANCE          LOANS       BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

301--360......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ---      ---------------     ------     -----------      ---      -----      -----
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======


Original Term to Maturity of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL      PRINCIPAL     PRINCIPAL     CREDIT      VALUE      GROSS
ORIGINAL TERM (MONTHS)             LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

301--360......................      395     $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                    ---     ---------------     ------     -----------      ---      -----      -----
Total: .......................      395     $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                    ===     ===============     ======


Combined Loan-to-Value Ratios of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
COMBINED LTV (%)                   LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

35.01--40.00..................        1     $    127,000.00       0.10%    $127,000.00      603      38.98%     6.935%
45.01--50.00..................        2          759,999.98       0.58      379,999.99      679      48.42      7.660
50.01--55.00..................        3          675,999.99       0.52      225,333.33      625      53.41      7.524
55.01--60.00..................        4        1,096,000.00       0.84      274,000.00      657      58.37      7.557
60.01--65.00..................        2          999,999.98       0.76      499,999.99      598      62.52      7.375
65.01--70.00..................        9        2,683,057.33       2.05      298,117.48      626      69.28      7.793
70.01--75.00..................       10        3,060,699.98       2.34      306,070.00      645      73.85      7.404
75.01--80.00..................       28        9,445,728.40       7.22      337,347.44      632      79.01      7.768
80.01--85.00..................       24        8,099,128.89       6.19      337,463.70      632      84.10      7.530
85.01--90.00..................       40       16,906,149.24      12.92      422,653.73      637      89.72      8.198
90.01--95.00..................       43       13,068,614.16       9.98      303,921.26      641      93.75      8.061
95.01--100.00.................      229       73,978,974.48      56.52      323,052.29      663      79.96      7.829
                                    ---     ---------------     ------     -----------      ---      -----      -----
Total: .......................      395     $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                    ===     ===============     ======



                                      S-53



Original Loan-to-Value Ratios of the Interest-Only Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL LTV (%)                   LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

35.01--40.00..................       1       $    127,000.00        0.10%      $127,000.00      603      38.98%     6.935%
45.01--50.00..................       2            759,999.98        0.58        379,999.99      679      48.42      7.660
50.01--55.00..................       3            675,999.99        0.52        225,333.33      625      53.41      7.524
55.01--60.00..................       4          1,096,000.00        0.84        274,000.00      657      58.37      7.557
60.01--65.00..................       3          1,359,999.98        1.04        453,333.33      623      62.63      7.375
65.01--70.00..................       9          2,683,057.33        2.05        298,117.48      626      69.28      7.793
70.01--75.00..................      10          3,060,699.98        2.34        306,070.00      645      73.85      7.404
75.01--80.00..................     256         83,616,452.89       63.88        326,626.77      659      79.88      7.823
80.01--85.00..................      24          8,099,128.89        6.19        337,463.70      632      84.10      7.530
85.01--90.00..................      42         17,147,399.23       13.10        408,271.41      637      89.70      8.198
90.01--95.00..................      40         12,180,614.16        9.31        304,515.35      639      94.75      8.082
95.01--100.00.................       1             95,000.00        0.07         95,000.00      802     100.00      7.350
                                   ---       ---------------      ------       -----------      ---     ------      -----
Total: .......................     395       $130,901,352.43      100.00%      $331,395.83      651      81.75%     7.857%
                                   ===       ===============      ======


Geographic Distribution of Mortgaged Properties of the Interest-Only Mortgage
Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE     OAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
STATE                              LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

California....................     193       $ 78,105,998.42       59.67%      $404,694.29      655      81.34%     7.833%
Florida.......................      37          9,379,844.94        7.17        253,509.32      643      82.07      8.074
Washington....................      21          6,021,274.94        4.60        286,727.38      649      81.56      7.967
Arizona.......................      18          4,859,751.28        3.71        269,986.18      639      84.28      8.048
Nevada........................      10          3,737,022.59        2.85        373,702.26      648      83.52      7.902
New York......................       8          3,095,191.86        2.36        386,898.98      655      78.43      7.611
Maryland......................       9          2,429,514.00        1.86        269,946.00      648      82.56      7.584
Colorado......................       8          1,987,174.36        1.52        248,396.80      675      81.02      7.884
New Jersey....................       6          1,858,510.95        1.42        309,751.83      664      80.36      7.729
Massachusetts.................       6          1,727,200.00        1.32        287,866.67      654      82.84      7.411
Utah..........................       8          1,649,330.00        1.26        206,166.25      642      83.74      8.130
Virginia......................       6          1,550,044.90        1.18        258,340.82      613      81.52      7.850
Connecticut...................       4          1,406,169.89        1.07        351,542.47      660      84.66      7.665
Minnesota.....................       8          1,405,739.27        1.07        175,717.41      656      82.92      8.073
Hawaii........................       4          1,372,115.99        1.05        343,029.00      687      81.05      7.115
Michigan......................       7          1,276,053.00        0.97        182,293.29      649      83.19      8.358
Tennessee.....................       5          1,122,720.00        0.86        224,544.00      643      80.00      8.219
Georgia.......................       3          1,089,410.00        0.83        363,136.67      610      85.16      8.179
Other.........................      34          6,828,286.04        5.22        200,831.94      630      83.28      7.797
                                   ---       ---------------      ------       -----------      ---      -----      -----
Total: .......................     395       $130,901,352.43      100.00%      $331,395.83      651      81.75%     7.857%
                                   ===       ===============      ======


Occupancy Types of the Interest-Only Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
OCCUPANCY TYPE                     LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Investment Property...........       1       $    208,639.00        0.16%      $208,639.00      723      95.00%     10.425%
Primary Residence.............     380        126,904,268.46       96.95        333,958.60      651      81.74       7.840
Second Home...................      14          3,788,444.97        2.89        270,603.21      651      81.24       8.298
                                   ---       ---------------      ------       -----------      ---      -----      ------
Total: .......................     395       $130,901,352.43      100.00%      $331,395.83      651      81.75%      7.857%
                                   ===       ===============      ======



                                      S-54



Mortgaged Property Types of the Interest-Only Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE       PRINCIPAL         PRINCIPAL     PRINCIPAL     CREDIT      VALUE     GROSS
PROPERTY TYPE                      LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

One Family....................     280       $ 93,485,326.06       71.42%      $333,876.16      649      81.66%     7.852%
PUD Detached..................      45         15,263,366.92       11.66        339,185.93      650      83.26      7.844
Condo.........................      37         10,248,769.80        7.83        276,993.78      655      82.13      8.022
2-4 Unit......................      24          9,086,575.67        6.94        378,607.32      668      80.04      7.803
PUD Attached..................       9          2,817,313.98        2.15        313,034.89      658      80.59      7.672
                                   ---       ---------------      ------       -----------      ---      -----      -----
Total: .......................     395       $130,901,352.43      100.00%      $331,395.83      651      81.75%     7.857%
                                   ===       ===============      ======


Mortgage Loan Purpose of the Interest-Only Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
LOAN PURPOSE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Purchase......................     228       $ 73,079,031.31       55.83%      $320,522.07      661      80.87%     7.858%
Cash Out......................     129         43,963,950.50       33.59        340,805.82      636      83.63      7.882
Rate/Term.....................      38         13,858,370.62       10.59        364,693.96      646      80.42      7.769
                                   ---       ---------------      ------       -----------      ---      -----      -----
Total: .......................     395       $130,901,352.43      100.00%      $331,395.83      651      81.75%     7.857%
                                   ===       ===============      ======


Mortgage Loan Documentation Types of the Interest-Only Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
DOCUMENTATION TYPE                 LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Full Documentation............     229       $ 73,065,377.79       55.82%      $319,062.79      640      82.55%     7.594%
Limited Documentation.........      10          3,077,762.97        2.35        307,776.30      654      81.34      7.824
Stated Documentation..........     156         54,758,211.67       41.83        351,014.18      667      80.70      8.210
                                   ---       ---------------      ------       -----------      ---      -----      -----
Total: .......................     395       $130,901,352.43      100.00%      $331,395.83      651      81.75%     7.857%
                                   ===       ===============      ======


Credit Score Distribution of the Interest-Only Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
CREDIT SCORE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

576--600......................      50       $ 16,432,725.57       12.55%      $328,654.51      591      82.73%     7.782%
601--625......................      81         24,950,271.78       19.06        308,028.05      613      81.89      7.878
626--650......................      94         27,122,941.19       20.72        288,541.93      637      82.70      7.944
651--675......................      77         28,595,468.91       21.85        371,369.73      663      82.18      7.886
676--700......................      46         17,749,357.89       13.56        385,855.61      686      79.18      7.742
701--725......................      18          5,878,303.78        4.49        326,572.43      714      79.89      7.981
726--750......................      15          5,662,403.35        4.33        377,493.56      737      81.95      7.905
751--775......................       5          1,800,879.97        1.38        360,175.99      758      82.05      7.647
776--800......................       6          2,094,799.99        1.60        349,133.33      782      80.00      7.466
801--825......................       3            614,200.00        0.47        204,733.33      811      83.09      7.465
                                   ---       ---------------      ------       -----------      ---      -----      -----
Total: .......................     395       $130,901,352.43      100.00%      $331,395.83      651      81.75%     7.857%
                                   ===       ===============      ======



                                      S-55



Prepayment Penalty Terms of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
PREPAYMENT PENALTY TERM          MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
(MONTHS)                          LOANS         BALANCE         BALANCE      BALANCE      SCORE       RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

0.............................      72      $ 24,835,762.04      18.97%    $344,941.14      654      80.61%     8.278%
12............................      26        10,603,360.80       8.10      407,821.57      656      80.62      7.991
24............................     277        88,206,045.30      67.38      318,433.38      648      82.23      7.755
36............................      20         7,256,184.29       5.54      362,809.21      674      81.55      7.463
                                   ---      ---------------     ------     -----------      ---      -----      -----
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======


Lien Types of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
LIEN TYPE                          LOANS        BALANCE         BALANCE       BALANCE      SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

First Lien....................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ---      ---------------     ------     -----------      ---      -----      -----
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======


Maximum Mortgage Rates of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE     GROSS
MAXIMUM MORTGAGE RATE (%)          LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

12.000--12.999................       1      $    515,087.99       0.39%    $515,087.99      639      81.76%     5.850%
13.000--13.999................      20         7,544,812.83       5.76      377,240.64      655      80.15      6.771
14.000--14.999................     239        78,630,973.94      60.07      328,999.89      653      81.14      7.533
15.000--15.999................     104        34,560,227.27      26.40      332,309.88      645      82.27      8.418
16.000--16.999................      28         8,742,511.40       6.68      312,232.55      660      85.39      9.352
17.000--17.999................       3           907,739.00       0.69      302,579.67      651      93.39     10.330
                                   ---      ---------------     ------     -----------      ---      -----     ------
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======


Minimum Mortgage Rates of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED    ORIGINAL  WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE    LOAN-TO-   AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
MINIMUM MORTGAGE RATE (%)          LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

6.000--6.999..................      20      $  7,964,900.82       6.08%    $398,245.04      653      80.02%     6.704%
7.000--7.999..................     240        78,725,973.94      60.14      328,024.89      653      81.16      7.533
8.000--8.999..................     104        34,560,227.27      26.40      332,309.88      645      82.27      8.418
9.000--9.999..................      28         8,742,511.40       6.68      312,232.55      660      85.39      9.352
10.000--10.999................       3           907,739.00       0.69      302,579.67      651      93.39     10.330
                                   ---      ---------------     ------     -----------      ---      -----     ------
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%    7.857%
                                   ===      ===============     ======



                                      S-56



Gross Margin of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                  NUMBER                      PERCENTAGE                WEIGHTED    ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL    CREDIT       VALUE      GROSS
MARGIN (%)                         LOANS        BALANCE         BALANCE      BALANCE      SCORE       RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

5.000--5.999..................      69      $ 24,155,184.40      18.45%    $350,075.14      642      81.26%     7.775%
6.000--6.999..................     326       106,746,168.03      81.55      327,442.23      653      81.86      7.876
                                   ---      ---------------     ------     -----------      ---      -----      -----
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======


Initial Interest Rate Cap of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE       PRINCIPAL      PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
INITIAL RATE CAP (%)              LOANS          BALANCE        BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

1.000.........................       1      $     95,000.00       0.07%    $ 95,000.00      802     100.00%     7.350%
1.500.........................     394       130,806,352.43      99.93      331,995.82      651      81.74      7.857
                                   ---      ---------------     ------     -----------      ---     ------      -----
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======


Periodic Interest Rate Cap of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
PERIODIC RATE CAP (%)              LOANS        BALANCE         BALANCE       BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

1.000.........................       1      $     95,000.00       0.07%    $ 95,000.00      802     100.00%     7.350%
1.500.........................     394       130,806,352.43      99.93      331,995.82      651      81.74      7.857
                                   ---      ---------------     ------     -----------      ---     ------      -----
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======


Initial Rate Adjustment Date of the Interest-Only Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
INITIAL INTEREST RATE            MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE     GROSS
ADJUSTMENT DATE                    LOANS        BALANCE         BALANCE      BALANCE      SCORE       RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

February 1, 2008..............      10      $  3,184,241.68       2.43%    $318,424.17      647      87.59%     7.888%
March 1, 2008.................      65        23,536,681.70      17.98      362,102.80      652      81.64      7.728
April 1, 2008.................     210        71,476,015.77      54.60      340,361.98      649      82.31      7.886
May 1, 2008...................      81        22,757,029.00      17.38      280,950.98      652      79.54      8.026
April 1, 2009.................      20         6,783,968.28       5.18      339,198.41      652      81.05      7.541
May 1, 2009...................       9         3,163,416.00       2.42      351,490.67      696      81.61      7.591
                                   ---      ---------------     ------     -----------      ---      -----      -----
Total: .......................     395      $130,901,352.43     100.00%    $331,395.83      651      81.75%     7.857%
                                   ===      ===============     ======



                                      S-57



Product Types of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL      CREDIT     VALUE      GROSS
PRODUCT TYPE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

40/30 2/1 ARM.................     1,786     $442,428,561.08       92.63%      $247,720.36      622      80.64%     8.279%
40/30 3/1 ARM.................        31        6,525,020.37        1.37        210,484.53      630      78.36      8.233
40/30 Fixed...................       111       28,693,714.84        6.01        258,501.94      628      82.31      8.011
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======


Current Gross Mortgage Rate of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED    ORIGINAL  WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
CURRENT GROSS MORTGAGE            MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
RATE (%)                           LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

5.500--5.999..................        18     $  6,077,513.14        1.27%      $337,639.62      662      75.97%      5.795%
6.000--6.499..................        27        8,054,395.50        1.69        298,310.94      644      77.33       6.282
6.500--6.999..................       134       38,574,605.18        8.08        287,870.19      635      77.97       6.850
7.000--7.499..................       201       56,539,031.99       11.84        281,288.72      636      79.70       7.272
7.500--7.999..................       419      107,717,171.90       22.55        257,081.56      627      78.75       7.790
8.000--8.499..................       304       74,884,325.72       15.68        246,330.02      622      80.02       8.253
8.500--8.999..................       345       82,140,536.10       17.20        238,088.51      616      81.76       8.750
9.000--9.499..................       192       43,108,686.94        9.03        224,524.41      604      82.69       9.244
9.500--9.999..................       169       35,430,393.68        7.42        209,647.30      608      85.24       9.761
10.000--10.499................        62       13,648,126.98        2.86        220,131.08      608      87.60      10.234
10.500--10.999................        37        7,404,349.98        1.55        200,117.57      611      86.51      10.749
11.000--11.499................        16        3,277,263.33        0.69        204,828.96      581      84.54      11.183
11.500--11.999................         3          662,682.11        0.14        220,894.04      598      78.14      11.878
12.000--12.499................         1          128,213.74        0.03        128,213.74      629      95.00      12.100
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%      8.263%
                                   =====     ===============      ======


Current Mortgage Loan Principal Balance of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED    ORIGINAL  WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE    LOAN-TO-   AVERAGE
CURRENT UNPAID PRINCIPAL          MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
BALANCE ($)                        LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1--50,000.....................         2     $     95,546.10        0.02%      $ 47,773.05      578      78.39%     9.842%
50,001--100,000...............       204       16,212,546.38        3.39         79,473.27      607      80.33      8.868
100,001--150,000..............       325       40,745,911.41        8.53        125,372.04      609      79.31      8.485
150,001--200,000..............       337       59,115,730.83       12.38        175,417.60      611      79.36      8.457
200,001--250,000..............       278       62,059,636.10       12.99        223,236.10      616      80.02      8.228
250,001--300,000..............       225       61,346,393.71       12.84        272,650.64      621      80.33      8.168
300,001--350,000..............       163       53,084,685.90       11.11        325,672.92      627      80.23      8.194
350,001--400,000..............       125       46,810,491.57        9.80        374,483.93      625      80.71      8.140
400,001--450,000..............        89       38,019,331.39        7.96        427,183.50      631      81.68      7.994
450,001--500,000..............        69       32,702,385.12        6.85        473,947.61      623      81.98      8.273
500,001--550,000..............        33       17,233,756.48        3.61        522,235.04      634      83.04      8.366
550,001--600,000..............        29       16,685,450.15        3.49        575,360.35      623      84.16      8.457
600,001--650,000..............        20       12,492,673.39        2.62        624,633.67      641      82.32      8.436
650,001--700,000..............        15       10,087,328.52        2.11        672,488.57      662      84.22      7.761
700,001--750,000..............         8        5,819,775.19        1.22        727,471.90      667      80.14      7.617
750,001--800,000..............         3        2,310,002.96        0.48        770,000.99      618      86.71      7.665
800,001--850,000..............         1          827,293.91        0.17        827,293.91      694      80.00      8.550
950,001--1,000,000............         2        1,998,357.18        0.42        999,178.59      621      77.83      8.008
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======



                                      S-58



Original Mortgage Loan Principal Balance of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT     VALUE       GROSS
ORIGINAL PRINCIPAL BALANCE ($)     LOANS         BALANCE          BALANCE        BALANCE       SCORE     RATIO      COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

1--50,000.....................         2     $     95,546.10        0.02%      $ 47,773.05      578      78.39%     9.842%
50,001--100,000...............       204       16,212,546.38        3.39         79,473.27      607      80.33      8.868
100,001--150,000..............       325       40,745,911.41        8.53        125,372.04      609      79.31      8.485
150,001--200,000..............       337       59,115,730.83       12.38        175,417.60      611      79.36      8.457
200,001--250,000..............       277       61,815,285.48       12.94        223,159.88      616      80.06      8.229
250,001--300,000..............       226       61,590,744.33       12.89        272,525.42      621      80.29      8.167
300,001--350,000..............       163       53,084,685.90       11.11        325,672.92      627      80.23      8.194
350,001--400,000..............       125       46,810,491.57        9.80        374,483.93      625      80.71      8.140
400,001--450,000..............        89       38,019,331.39        7.96        427,183.50      631      81.68      7.994
450,001--500,000..............        69       32,702,385.12        6.85        473,947.61      623      81.98      8.273
500,001--550,000..............        33       17,233,756.48        3.61        522,235.04      634      83.04      8.366
550,001--600,000..............        29       16,685,450.15        3.49        575,360.35      623      84.16      8.457
600,001--650,000..............        20       12,492,673.39        2.62        624,633.67      641      82.32      8.436
650,001--700,000..............        15       10,087,328.52        2.11        672,488.57      662      84.22      7.761
700,001--750,000..............         8        5,819,775.19        1.22        727,471.90      667      80.14      7.617
750,001--800,000..............         3        2,310,002.96        0.48        770,000.99      618      86.71      7.665
800,001--850,000..............         1          827,293.91        0.17        827,293.91      694      80.00      8.550
950,001--1,000,000............         2        1,998,357.18        0.42        999,178.59      621      77.83      8.008
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======


Remaining Term to Maturity of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
REMAINING TERM (MONTHS)            LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

301--360......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======


Original Term to Maturity of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL TERM (MONTHS)             LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

301--360......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======



                                      S-59



Combined Loan-to-Value Ratios of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT     VALUE       GROSS
COMBINED LTV (%)                   LOANS         BALANCE          BALANCE        BALANCE      SCORE      RATIO      COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

20.01--25.00..................         1     $     94,918.87        0.02%      $ 94,918.87      599      24.48%     6.825%
25.01--30.00..................         4          444,701.74        0.09        111,175.44      577      28.44      8.787
30.01--35.00..................         3          522,147.24        0.11        174,049.08      587      33.73      9.119
35.01--40.00..................         6          865,825.85        0.18        144,304.31      554      37.80      8.433
40.01--45.00..................        14        2,600,323.90        0.54        185,737.42      586      42.87      8.090
45.01--50.00..................        18        4,117,833.34        0.86        228,768.52      601      48.11      8.092
50.01--55.00..................        22        4,707,421.25        0.99        213,973.69      586      53.02      7.945
55.01--60.00..................        43        9,067,526.94        1.90        210,872.72      587      58.15      7.729
60.01--65.00..................        61       14,765,037.17        3.09        242,049.79      577      63.38      7.959
65.01--70.00..................        78       18,880,237.45        3.95        242,054.33      589      68.72      8.071
70.01--75.00..................       138       34,430,733.24        7.21        249,498.07      593      74.11      8.127
75.01--80.00..................       220       57,635,543.75       12.07        261,979.74      597      79.17      8.079
80.01--85.00..................       166       41,775,996.56        8.75        251,662.63      592      84.40      8.362
85.01--90.00..................       360       91,364,645.48       19.13        253,790.68      619      89.67      8.698
90.01--95.00..................       163       40,315,579.45        8.44        247,334.84      641      92.91      8.723
95.01--100.00.................       631      156,058,824.06       32.67        247,319.85      656      80.66      8.055
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======


Original Loan-to-Value Ratios of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
ORIGINAL LTV (%)                   LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

20.01--25.00..................         1     $     94,918.87        0.02%      $ 94,918.87      599      24.48%     6.825%
25.01--30.00..................         4          444,701.74        0.09        111,175.44      577      28.44      8.787
30.01--35.00..................         4          679,994.91        0.14        169,998.73      589      33.46      9.115
35.01--40.00..................         6          865,825.85        0.18        144,304.31      554      37.80      8.433
40.01--45.00..................        13        2,442,476.23        0.51        187,882.79      585      43.53      8.024
45.01--50.00..................        18        4,117,833.34        0.86        228,768.52      601      48.11      8.092
50.01--55.00..................        22        4,707,421.25        0.99        213,973.69      586      53.02      7.945
55.01--60.00..................        44        9,155,472.11        1.92        208,078.91      587      58.17      7.735
60.01--65.00..................        61       14,765,037.17        3.09        242,049.79      577      63.38      7.959
65.01--70.00..................        80       19,268,479.85        4.03        240,856.00      591      68.74      8.072
70.01--75.00..................       147       35,631,286.56        7.46        242,389.70      594      74.13      8.148
75.01--80.00..................       808      205,288,814.28       42.98        254,070.31      641      79.76      8.001
80.01--85.00..................       188       46,212,813.39        9.68        245,812.84      591      84.45      8.422
85.01--90.00..................       393       97,378,752.12       20.39        247,783.08      618      89.74      8.724
90.01--95.00..................       127       34,259,465.93        7.17        269,759.57      647      94.74      8.768
95.01--100.00.................        12        2,334,002.69        0.49        194,500.22      676      99.55      9.580
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======



                                      S-60



Geographic Distribution of Mortgaged Properties of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE      GROSS
STATE                              LOANS         BALANCE          BALANCE        BALANCE      SCORE       RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

California....................       554     $191,697,126.40       40.13%      $346,023.69      625      79.50%     8.144%
Florida.......................       285       51,801,451.90       10.85        181,759.48      617      81.01      8.520
New York......................       101       35,776,368.18        7.49        354,221.47      634      79.66      8.115
Maryland......................        73       20,459,691.60        4.28        280,269.75      610      82.10      8.346
Arizona.......................        96       19,999,750.93        4.19        208,330.74      626      79.04      8.257
Massachusetts.................        69       19,296,961.95        4.04        279,666.12      622      81.01      8.232
New Jersey....................        59       15,999,018.01        3.35        271,169.80      619      82.22      8.206
Illinois......................        46        9,688,737.68        2.03        210,624.73      611      83.98      8.396
Nevada........................        35        9,347,791.11        1.96        267,079.75      619      80.00      8.206
Washington....................        40        9,114,451.60        1.91        227,861.29      624      80.40      8.164
Hawaii........................        18        7,848,316.04        1.64        436,017.56      678      82.92      7.326
Virginia......................        36        7,697,534.66        1.61        213,820.41      585      81.46      8.371
Georgia.......................        50        7,313,429.54        1.53        146,268.59      631      84.43      8.519
Minnesota.....................        32        5,754,972.96        1.20        179,842.91      611      84.00      8.653
Colorado......................        31        5,312,803.74        1.11        171,380.77      619      84.21      8.061
Oregon........................        30        5,060,537.08        1.06        168,684.57      616      81.97      8.279
Texas.........................        36        5,004,809.90        1.05        139,022.50      636      82.22      8.380
Michigan......................        36        4,604,877.35        0.96        127,913.26      608      81.24      8.347
Other.........................       301       45,868,665.66        9.60        152,387.59      610      82.96      8.638
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======


Occupancy Types of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                        AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                  MORTGAGE      PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT     VALUE      GROSS
OCCUPANCY TYPE                     LOANS         BALANCE          BALANCE        BALANCE       SCORE     RATIO      COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Investment Property...........       163     $ 37,722,496.17        7.90%      $231,426.36      659      86.31%     9.307%
Primary Residence.............     1,711      427,643,736.22       89.53        249,937.89      617      80.14      8.162
Second Home...................        54       12,281,063.90        2.57        227,427.11      674      83.45      8.574
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======


Mortgaged Property Types of the Balloon Mortgage Loans



                                                                                                         WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-   AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
PROPERTY TYPE                      LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

One Family....................     1,397     $336,986,263.22       70.55%      $241,221.38      618      80.41%     8.245%
PUD Detached..................       201       54,669,873.26       11.45        271,989.42      634      81.09      8.144
2-4 Unit......................       123       40,752,492.08        8.53        331,321.07      633      81.71      8.363
Condo.........................       155       33,631,796.84        7.04        216,979.33      629      81.55      8.480
PUD Attached..................        52       11,606,870.89        2.43        223,209.06      619      81.86      8.367
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======


Mortgage Loan Purpose of the Balloon Mortgage Loans



                                                                                                        WEIGHTED
                                                                                                         AVERAGE
                                                                                             WEIGHTED   ORIGINAL   WEIGHTED
                                 NUMBER OF                     PERCENTAGE OF     AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE       PRINCIPAL        PRINCIPAL      PRINCIPAL     CREDIT      VALUE     GROSS
LOAN PURPOSE                       LOANS         BALANCE          BALANCE        BALANCE       SCORE      RATIO     COUPON
------------------------------   ---------   ---------------   -------------   -----------   --------   --------   --------

Cash Out......................       934     $238,275,080.12       49.89%      $255,112.51      598      78.56%     8.202%
Purchase......................       841      203,339,820.94       42.57        241,783.38      652      82.86      8.384
Rate/Term.....................       153       36,032,395.23        7.54        235,505.85      613      82.82      7.979
                                   -----     ---------------      ------       -----------      ---      -----      -----
Total: .......................     1,928     $477,647,296.29      100.00%      $247,742.37      622      80.71%     8.263%
                                   =====     ===============      ======



                                      S-61



Mortgage Loan Documentation Types of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
DOCUMENTATION TYPE                 LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   -------

Full Documentation............     1,006    $218,138,956.33      45.67%    $216,837.93      604      80.55%     7.848%
Limited Documentation.........        30       9,602,406.89       2.01      320,080.23      610      80.17      7.856
Stated Documentation..........       892     249,905,933.07      52.32      280,163.60      639      80.88      8.640
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%     8.263%
                                   =====    ===============     ======


Credit Score Distribution of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
CREDIT SCORE                       LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   -------

476--500......................         2    $    287,319.46       0.06%    $143,659.73      500      66.24%     9.925%
501--525......................        45       8,883,110.96       1.86      197,402.47      514      68.67      9.000
526--550......................       188      39,763,035.69       8.32      211,505.51      538      75.18      8.675
551--575......................       260      56,626,675.00      11.86      217,794.90      563      78.92      8.629
576--600......................       281      71,976,760.76      15.07      256,145.06      589      80.97      8.387
601--625......................       319      76,576,166.20      16.03      240,050.68      613      82.12      8.089
626--650......................       320      81,020,659.49      16.96      253,189.56      638      82.07      8.147
651--675......................       245      65,950,073.38      13.81      269,183.97      661      81.32      8.085
676--700......................       123      35,557,560.00       7.44      289,085.85      687      82.75      7.865
701--725......................        67      18,378,034.28       3.85      274,299.02      713      82.51      8.051
726--750......................        39      10,808,625.78       2.26      277,144.25      738      82.75      8.190
751--775......................        23       6,450,829.99       1.35      280,470.87      761      83.99      8.452
776--800......................        14       4,565,297.31       0.96      326,092.67      786      82.36      8.157
801--825......................         2         803,147.99       0.17      401,574.00      811      80.00      7.470
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%     8.263%
                                   =====    ===============     ======


Prepayment Penalty Terms of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
PREPAYMENT PENALTY TERM          MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
(MONTHS)                           LOANS        BALANCE         BALANCE      BALANCE      SCORE       RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

0.............................       587    $156,786,101.34      32.82%    $267,097.28      630      81.31%      8.673%
12............................        73      21,857,833.76       4.58      299,422.38      624      81.91       8.455
24............................     1,184     278,736,606.73      58.36      235,419.43      617      80.22       8.040
36............................        84      20,266,754.46       4.24      241,270.89      624      81.50       7.939
                                   -----    ---------------     ------     -----------      ---      -----       -----
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%      8.263%
                                   =====    ===============     ======


Lien Types of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                  NUMBER                      PERCENTAGE                 WEIGHTED    AVERAGE   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       MORTGAGE     PRINCIPAL     CREDIT      VALUE     GROSS
LIEN TYPE                          LOANS        BALANCE          LOANS       BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

First Lien....................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%      8.263%
                                   -----    ---------------     ------     -----------      ---      -----       -----
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%      8.263%
                                   =====    ===============     ======



                                      S-62



Maximum Mortgage Rates of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE     AVERAGE    LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
MAXIMUM MORTGAGE RATE (%)          LOANS        BALANCE         BALANCE      BALANCE      SCORE       RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Fixed.........................       111     $28,693,714.84       6.01%    $258,501.94      628      82.31%      8.011%
12.000--12.999................        18       6,077,513.14       1.27      337,639.62      662      75.97       5.795
13.000--13.999................       158      45,678,503.47       9.56      289,104.45      636      78.01       6.751
14.000--14.999................       560     148,664,815.10      31.12      265,472.88      630      78.79       7.617
15.000--15.999................       616     147,762,381.80      30.94      239,874.00      619      80.79       8.520
16.000--16.999................       349      76,119,234.00      15.94      218,106.69      606      83.79       9.478
17.000--17.999................        96      20,582,974.76       4.31      214,405.99      609      87.15      10.416
18.000--18.999................        19       3,939,945.44       0.82      207,365.55      584      83.46      11.300
19.000 >=.....................         1         128,213.74       0.03      128,213.74      629      95.00      12.100
                                   -----    ---------------     ------     -----------      ---      -----      -------
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%      8.263%
                                   =====    ===============     ======


Minimum Mortgage Rates of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
MINIMUM MORTGAGE RATE (%)          LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Fixed.........................       111    $ 28,693,714.84       6.01%    $258,501.94      628      82.31%      8.011%
5.000--5.999..................         4       1,502,364.95       0.31      375,591.24      691      77.21       5.663
6.000--6.999..................       170      49,644,211.73      10.39      292,024.77      637      77.84       6.670
7.000--7.999..................       562     149,274,255.03      31.25      265,612.55      630      78.77       7.612
8.000--8.999..................       616     147,762,381.80      30.94      239,874.00      619      80.79       8.520
9.000--9.999..................       349      76,119,234.00      15.94      218,106.69      606      83.79       9.478
10.000--10.999................        96      20,582,974.76       4.31      214,405.99      609      87.15      10.416
11.000--11.999................        19       3,939,945.44       0.82      207,365.55      584      83.46      11.300
12.000 >=.....................         1         128,213.74       0.03      128,213.74      629      95.00      12.100
                                   -----    ---------------     ------     -----------      ---      -----      -------
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%      8.263%
                                   =====    ===============     ======


Gross Margin of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
MARGIN (%)                         LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Fixed.........................       111    $ 28,693,714.84       6.01%    $258,501.94      628      82.31%     8.011%
5.000--5.999..................       311      79,355,580.93      16.61      255,162.64      616      80.07      8.142
6.000--6.999..................     1,447     356,587,001.66      74.65      246,431.93      625      81.03      8.284
7.000--7.999..................        59      13,010,998.86       2.72      220,525.40      573      72.50      8.974
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%     8.263%
                                   =====    ===============     ======


Initial Interest Rate Cap of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
INITIAL RATE CAP (%)              LOANS         BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Fixed.........................       111    $ 28,693,714.84       6.01%    $258,501.94      628      82.31%     8.011%
1.500.........................     1,817     448,953,581.45      93.99      247,085.08      622      80.61      8.279
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%     8.263%
                                   =====    ===============     ======



                                      S-63



Periodic Interest Rate Cap of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                     AVERAGE
                                  NUMBER                      PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                    OF                            OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
                                 MORTGAGE      PRINCIPAL       PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
PERIODIC RATE CAP (%)              LOANS        BALANCE         BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Fixed.........................       111    $ 28,693,714.84       6.01%    $258,501.94      628      82.31%     8.011%
1.500.........................     1,817     448,953,581.45      93.99      247,085.08      622      80.61      8.279
                                   -----    ---------------     ------     -----------      ---      -----      -----
Total: .......................     1,928    $477,647,296.29     100.00%    $247,742.37      622      80.71%     8.263%
                                   =====    ===============     ======


Initial Rate Adjustment Date of the Balloon Mortgage Loans



                                                                                                    WEIGHTED
                                                                                                    AVERAGE
                                                              PERCENTAGE                 WEIGHTED   ORIGINAL   WEIGHTED
                                  NUMBER       PRINCIPAL          OF         AVERAGE      AVERAGE   LOAN-TO-    AVERAGE
INITIAL INTEREST RATE               OF          BALANCE        PRINCIPAL    PRINCIPAL     CREDIT      VALUE      GROSS
ADJUSTMENT DATE                  MORTGAGE        LOANS          BALANCE      BALANCE       SCORE      RATIO     COUPON
------------------------------   --------   ---------------   ----------   -----------   --------   --------   --------

Fixed.........................      111     $ 28,693,714.84       6.01%    $258,501.94      628      82.31%      8.011%
December 1, 2007..............        1          542,552.87       0.11      542,552.87      564      73.00       7.600
January 1, 2008...............        6        1,766,050.89       0.37      294,341.82      636      86.14       8.796
February 1, 2008..............       32        9,558,857.23       2.00      298,714.29      611      83.27       8.504
March 1, 2008.................       55       13,257,127.66       2.78      241,038.68      625      81.16       8.650
April 1, 2008.................      864      212,209,299.77      44.43      245,612.62      619      80.81       8.277
May 1, 2008...................      828      205,094,672.66      42.94      247,698.88      624      80.29       8.245
March 1, 2009.................        1           75,943.16       0.02       75,943.16      551      80.00      10.125
April 1, 2009.................        8        1,388,511.01       0.29      173,563.88      643      80.35       8.043
May 1, 2009...................       22        5,060,566.20       1.06      230,025.74      628      77.79       8.256
                                  -----     ---------------     ------     -----------      ---      -----      ------
Total: .......................    1,928     $477,647,296.29     100.00%    $247,742.37      622      80.71%      8.263%
                                  =====     ===============     ======



                                      S-64



STATIC POOL INFORMATION

          Current static pool data with respect to prior securitized pools of
mortgage loans by or on behalf of the sponsor for this asset type is available
on the internet at https://www.carringtoncap.com/secure/staticpoolinfo.php (the
"Static Pool Data"). All information required under Item 1105 of Regulation AB
will be available via the website listed in the previous sentence.

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

          A Realized Loss on a mortgage loan is recognized only at the time of
final liquidation of such mortgage loan and is generally equal to any difference
between such final liquidation proceeds and the sum of the outstanding principal
balance, any outstanding servicer advances and any costs of liquidation relating
to such mortgage loan.

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

DELINQUENCY EXPERIENCE ON THE MORTGAGE LOANS

          For a discussion regarding the calculation of delinquencies and
Realized Losses refer to the discussion above under "--Static Pool Information"
as it applies to delinquency experience on the mortgage loans.

          The following table sets forth the delinquency experience of the
mortgage loans:


                                      S-65



                DELINQUENCY EXPERIENCE OF THE MORTGAGE LOAN POOL



                                                     PERCENTAGE OF
                                                       AGGREGATE                               WEIGHTED
                                                      CUT-OFF DATE                             AVERAGE
                                                       PRINCIPAL     AVERAGE CUT-   WEIGHTED   ORIGINAL   WEIGHTED
                     NUMBER OF   AGGREGATE CUT-OFF      BALANCE        OFF DATE      AVERAGE   LOAN-TO-    AVERAGE
                     MORTGAGE      DATE PRINCIPAL     OF MORTGAGE      PRINCIPAL     CREDIT     VALUE       GROSS
DELINQUENCY PERIOD     LOANS          BALANCE            LOANS          BALANCE       SCORE     RATIO      COUPON
------------------   ---------   -----------------   -------------   ------------   --------   --------   --------

30 - 59 DAYS
(NO. OF TIMES):
0                     4,394       $923,744,580.79        97.95%       $210,228.63      623      80.76%     8.308%
1                        68         17,840,390.14         1.89         262,358.68      626      84.02      8.605
2                         4          1,259,414.86         0.13         314,853.72      585      78.51      9.331
3                         2            246,489.78         0.03         123,244.89      568      88.83     10.121
                      -----       ---------------       ------        -----------      ---      -----     ------
TOTAL.............    4,468       $943,090,875.57       100.00%       $211,076.74      623      80.82%     8.315%
                      =====       ===============       ======        ===========      ===      =====     ======
60 OR MORE DAYS
(NO. OF TIMES):
0                     4,468       $943,090,875.57       100.00%       $211,076.74      623      80.82%     8.315%
1                        --                    --           --                 --       --         --         --
2                        --                    --           --                 --       --         --         --
3                        --                    --           --                 --       --         --         --
                      -----       ---------------       ------        -----------      ---      -----     ------
TOTAL.............    4,468       $943,090,875.57       100.00%       $211,076.74      623      80.82%     8.315%
                      =====       ===============       ======        ===========      ===      =====     ======


(1)  No mortgage loan that was 30 or more days delinquent in the payment of
     principal and/or interest as of the close of business on May 31, 2006 will
     be included in the mortgage pool as of the closing date.


CREDIT SCORES

          Credit scores are statistical credit scores obtained by many mortgage
lenders in connection with the loan application to help assess a borrower's
creditworthiness. Credit scores are generated by models developed by third
parties and are made available to lenders through three national credit bureaus.
The models were derived by analyzing data on consumers in order to establish
patterns which are believed to be indicative of the borrower's probability of
default. The credit 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 250 to
approximately 900, with higher scores indicating an individual with a more
favorable credit history compared to an individual with a lower score. However,
a credit 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 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. None of the sponsor, the servicer, the
originators, the trustee, the underwriters or the depositor make any
representations or warranties as to the actual


                                      S-66



performance of any mortgage loan or that a particular credit score should be
relied upon as a basis for an expectation that the borrower will repay the
mortgage loan according to its terms.

THE ORIGINATORS

New Century Mortgage Corporation and Home123 Corporation

          New Century Mortgage Corporation and Home123 Corporation originated
all of the mortgage loans. Each originator is a wholly-owned operating
subsidiary of New Century Financial Corporation, a publicly traded company.
Founded in 1995 and headquartered in Irvine, California, New Century Financial
Corporation is a real estate investment trust and one of the nation's premier
full service mortgage finance companies, providing first and second mortgage
products to borrowers nationwide. New Century Financial Corporation offers a
broad range of mortgage products designed to meet the needs of all borrowers.

          Each originator is a consumer finance and mortgage banking company
that originates, purchases and sells first lien and second lien mortgage loans
and other consumer loans. A substantial number of the mortgage loans originated
by New Century Mortgage Corporation are commonly referred to as non-conforming
"B&C" mortgage loans or subprime mortgage loans. A substantial number of the
mortgage loans originated by Home123 Corporation are commonly referred to as
"Alt-A," "jumbo" and conforming mortgage loans.

          As of March 31, 2006, New Century Financial Corporation employed
approximately 7,100 associates and originated loans through its wholesale
network of more than 47,000 independent mortgage brokers through 31 regional
processing centers operating in 18 states. Its retail network operates through
240 sales offices in 35 states. For the year ending December 31, 2005, New
Century Financial Corporation originated $56.1 billion in mortgage loans.

Underwriting Guidelines

          The mortgage loans were originated or acquired by the originators in
accordance with the underwriting guidelines established by them. The following
is a general summary of the underwriting guidelines believed by the depositor to
have been generally applied, with some variation, by the originators. This
summary does not purport to be a complete description of the underwriting
standards of the originators.

          The underwriting guidelines are primarily intended to assess the
borrower's ability to repay the mortgage loan, to assess the value of the
mortgaged property and to evaluate the adequacy of the property as collateral
for the mortgage loan. All of the mortgage loans in the mortgage pool were also
underwritten with a view toward the resale of the mortgage loans in the
secondary mortgage market. While the originators' primary consideration in
underwriting a mortgage loan is the value of the mortgaged property, the
originators also consider, among other things, a mortgagor's credit history,
repayment ability and debt service-to-income ratio, as well as the type and use
of the mortgaged property. The mortgage loans, in most cases, bear higher rates
of interest than mortgage loans that are originated in accordance with Fannie
Mae and Freddie Mac standards, which is likely to result in rates of
delinquencies and foreclosures that are higher, and that may be substantially
higher, than those experienced by portfolios of mortgage loans underwritten in a
more traditional manner. As a result of the originators'


                                      S-67



underwriting criteria, changes in the values of mortgaged properties may have a
greater effect on the delinquency, foreclosure and loss experience on the
mortgage loans than these changes would be expected to have on mortgage loans
that are originated in a more traditional manner. No assurance can be given that
the values of the related mortgaged properties have remained or will remain at
the levels in effect on the dates of origination of the related mortgage loans.
In addition, there can be no assurance that the value of a mortgaged property
estimated in any appraisal or review is equal to the actual value of that
mortgaged property at the time of that appraisal or review.

          The mortgage loans will have been originated in accordance with the
underwriting guidelines. On a case by case basis, exceptions to the underwriting
guidelines are made where compensating factors exist. It is expected that a
substantial portion of the mortgage loans in the mortgage pool that were
originated by the originators will represent these exceptions.

          Each applicant completes an application which includes information
with respect to the applicant's liabilities, income, credit history, employment
history and personal information. The underwriting guidelines require a credit
report on each applicant from a credit reporting company. The report typically
contains information relating to matters such as credit history with local and
national merchants and lenders, installment debt payments and any record of
defaults, bankruptcies, repossessions or judgments. Mortgaged properties that
are to secure mortgage loans are appraised by qualified independent appraisers.
These appraisers inspect and appraise the subject property and verify that the
property is in acceptable condition. Following each appraisal, the appraiser
prepares a report which includes a market value analysis based on recent sales
of comparable homes in the area, and, when deemed appropriate, replacement cost
analysis based on the current cost of constructing a similar home. All
appraisals are required to conform to the Uniform Standards of Professional
Appraisal Practice adopted by the Appraisal Standards Board of the Appraisal
Foundation and are on forms acceptable to Fannie Mae and Freddie Mac. The
underwriting guidelines require a review of the appraisal by a qualified
employee of the originator or by an appraiser retained by the originator. If the
appraised value of a mortgaged property as determined by a review is more than
7% but less than 25% lower than the value as determined by the appraisal, then
the originator uses the value as determined by the review in computing the
loan-to-value ratio of the related mortgage loan. If the appraised value of a
mortgaged property as determined by a review is 25% or more lower than the value
as determined by the appraisal, then the originator obtains a new appraisal from
a different appraiser and repeats the review process.

          The mortgage loans were originated consistent with and generally
conform to the underwriting guidelines' full documentation, limited
documentation and stated income documentation residential loan programs. Under
each of the programs, the originator reviews the applicant's source of income,
calculates the amount of income from sources indicated on the loan application
or similar documentation, reviews the credit history of the applicant,
calculates the debt service-to-income ratio to determine the applicant's ability
to repay the loan, reviews the type and use of the property being financed, and
reviews the property. In determining the ability of the applicant to repay the
loan, a qualifying rate has been created under the underwriting guidelines that
generally is equal to the interest rate on that loan. The underwriting
guidelines require that mortgage loans be underwritten in a standardized
procedure which complies with applicable federal and state laws and regulations
and requires the originator's underwriters to be


                                      S-68



satisfied that the value of the property being financed, as indicated by an
appraisal and a review of the appraisal, currently supports the outstanding loan
balance. In general, the maximum loan amount for mortgage loans originated under
the programs is $1,500,000 (additional requirements may be imposed in connection
with loans in excess of $1,500,000). The underwriting guidelines generally
permit loans on one to four family residential properties to have a
loan-to-value ratio at origination of up to 95% with respect to first liens
loans. The maximum loan-to-value ratio depends on, among other things, the
purpose of the mortgage loan, a borrower's credit history, home ownership
history, mortgage payment history or rental payment history, repayment ability
and debt service-to-income ratio, as well as the type and use of the property.
With respect to mortgage loans secured by mortgaged properties acquired by a
mortgagor under a "lease option purchase," the loan-to-value ratio of the
related mortgage loan is based on the lower of the appraised value at the time
of origination of the mortgage loan or the sale price of the related mortgaged
property if the "lease option purchase price" was set less than 12 months prior
to origination and is based on the appraised value at the time of origination if
the "lease option purchase price" was set 12 months or more prior to
origination.

          The underwriting guidelines require that the income of each applicant
for a mortgage loan under the full and limited documentation programs be
verified. The specific income documentation required for the originators'
various programs is as follows: under the full documentation program, applicants
usually are required to submit one written form of verification from the
employer of stable income for at least 12 months for salaried employees and 24
months for self-employed applicants; under the limited documentation program,
applicants usually are required to submit verification of stable income for at
least 12 months, such as 12 consecutive months of complete personal checking
account bank statements. Under the stated income program, an applicant may be
qualified based upon monthly income as stated on the mortgage loan application
if the applicant meets certain criteria. All the foregoing programs require
that, with respect to salaried employees, there be a telephone verification of
the applicant's employment. Verification of the source of funds, if any,
required to be deposited by the applicant into escrow in the case of a purchase
money loan is required.

          In evaluating the credit quality of borrowers, the originators utilize
credit bureau risk scores, or a credit score, a statistical ranking of likely
future credit performance developed by Fair, Isaac & Company and the three
national credit data repositories: Equifax, TransUnion and Experian.

          The underwriting guidelines have the following categories and criteria
for grading the potential likelihood that an applicant will satisfy the
repayment obligations of a mortgage loan:

          "AA" Risk. Under the "AA" risk category, the applicant must have a
credit score of 500, or greater, based on loan-to-value ratio and loan amount.
Two or more tradelines (one of which with 24 months history and no late
payments), are required for loan-to-value ratios above 90%. The borrower must
have no late mortgage payments within the last 12 months on an existing mortgage
loan. No bankruptcy may have occurred during the preceding one year for
borrowers with a credit score of less than 550, provided, however, that a
Chapter 7 bankruptcy for a borrower with a credit score in excess of 550 (or 580
under the stated income documentation program) may have occurred as long as such
a bankruptcy is discharged at least one day prior to funding of the loan. A
maximum loan-to-value ratio of 80% is permitted with respect to


                                      S-69



borrowers with a credit score less than or equal to 550 (or 580 under the stated
income documentation program) with Chapter 7 bankruptcy, which Chapter 7
bankruptcy is discharged at least one day prior to loan funding. A borrower in
Chapter 13 bankruptcy may discharge such bankruptcy with the proceeds of the
borrower's loan (any such loan may not exceed a 90% loan-to-value ratio),
provided that such borrower has a credit score of at least 550 (or 580 with
respect to stated income documentation programs). No notice of default filings
may have occurred during the preceding two years. The mortgaged property must be
in at least average condition. A maximum loan-to-value ratio of 95%, is
permitted for a mortgage loan on a single family owner occupied or two unit
property. A maximum loan-to-value ratio of 90% is permitted for a mortgage loan
on a non-owner occupied property, an owner occupied high-rise condominium or a
three to four family residential property. The maximum loan-to-value ratio for
rural, remote or unique properties is 85%. The maximum combined loan-to-value
ratio, including any related subordinate lien, is 100%, for either a refinance
loan or a purchase money loan. The maximum debt service-to-income ratio is
usually 50% unless the loan-to-value ratio is reduced.

          "A+" Risk. Under the "A+" risk category, the applicant must have a
credit score of 500, or greater, based on loan-to-value ratio and loan amount.
Two or more tradelines (one of which with 24 months history and no late
payments), are required for loan-to-value ratios above 90%. A maximum of one 30
day late payment within the last 12 months is acceptable on an existing mortgage
loan. No bankruptcy may have occurred during the preceding one year for
borrowers with credit scores of less than 550, provided, however, that a Chapter
7 bankruptcy for a borrower with a credit score in excess of 550 (or 580 under
the stated income documentation program) may have occurred as long as such a
bankruptcy is discharged at least one day prior to funding of the loan. A
maximum loan-to-value ratio of 80% is permitted with respect to borrowers with a
credit score less than or equal to 550 (or 580 under the stated income
documentation program) with Chapter 7 bankruptcy, which Chapter 7 bankruptcy is
discharged at least one day prior to loan funding. A borrower in Chapter 13
bankruptcy may discharge such bankruptcy with the proceeds of the borrower's
loan (any such loan may not exceed a 90% loan-to-value ratio), provided that
such borrower has a credit score of at least 550 (or 580 with respect to stated
income documentation programs). No notice of default filings may have occurred
during the preceding two years. The mortgaged property must be in at least
average condition. A maximum loan-to-value ratio of 95% (or 90% for mortgage
loans originated under the stated income documentation program), is permitted
for a mortgage loan on a single family owner occupied or two unit property. A
maximum loan-to-value ratio of 90% is permitted for a mortgage loan on a
non-owner occupied property, an owner occupied high-rise condominium or a three
to four family residential property. The maximum loan-to-value ratio for rural,
remote or unique properties is 85%. The maximum combined loan-to-value ratio,
including any related subordinate lien, is 100%, for either a refinance loan or
a purchase money loan. The maximum debt service-to-income ratio is usually 50%
unless the loan-to-value ratio is reduced.

          "A-" Risk. Under the "A-" risk category, an applicant must have a
credit score of 500, or greater, based on loan-to-value ratio and loan amount. A
maximum of three 30 day late payments and no 60 day late payments within the
last 12 months is acceptable on an existing mortgage loan. No bankruptcy may
have occurred during the preceding one year for borrowers with credit scores of
less than 550, provided, however, that a Chapter 7 bankruptcy for a borrower
with a credit score in excess of 550 (or 580 under the stated income
documentation program) may have occurred as long as such a bankruptcy is
discharged at least one day prior to


                                      S-70



funding of the loan. A maximum loan-to-value ratio of 80% is permitted with
respect to borrowers with a credit score less than or equal to 550 (or 580 under
the stated income documentation program) with Chapter 7 bankruptcy, which
Chapter 7 bankruptcy is discharged at least one day prior to loan funding. A
borrower in Chapter 13 bankruptcy may discharge such bankruptcy with the
proceeds of the borrower's loan (any such loan may not exceed a 90%
loan-to-value ratio), provided that such borrower has a credit score of at least
550 (or 580 with respect to stated income documentation programs). No notice of
default filings may have been filed during the preceding two years. The
mortgaged property must be in at least average condition. A maximum
loan-to-value ratio of 90% (or 80% for mortgage loans originated under the
stated income documentation program), is permitted for a mortgage loan on a
single family owner occupied or two unit property. A maximum loan-to value ratio
of 85% (or 75% for mortgage loans originated under the stated income
documentation program), is permitted for a mortgage loan on a non-owner occupied
property. The maximum loan-to-value ratio for rural, remote or unique properties
is 80%. The maximum combined loan-to-value ratio, including any related
subordinate lien, is 100%, for a refinance or a purchase money loan. The maximum
debt service-to-income ratio is usually 50%.

          "B" Risk. Under the "B" risk category, an applicant must have a credit
score of 500, or greater, based on loan-to-value ratio and loan amount.
Unlimited 30 day late payments and a maximum of one 60 day late payment within
the last 12 months is acceptable on an existing mortgage loan. An existing
mortgage loan must be less than 90 days late at the time of funding of the loan.
No bankruptcy filings within the past 12 months or notice of default filings
within the last 18 months by the applicant may have occurred, provided, however,
that a Chapter 7 bankruptcy for a borrower with a credit score in excess of 550
(or 580 under the stated income documentation program) may have occurred as long
as such a bankruptcy is discharged at least one day prior to funding of the
loan. A maximum loan-to-value ratio of 80% is permitted with respect to
borrowers with a credit score less than or equal to 550 (or 580 under the stated
income documentation program) with Chapter 7 bankruptcy, which Chapter 7
bankruptcy is discharged at least one day prior to loan funding. A borrower in
Chapter 13 bankruptcy may discharge such bankruptcy with the proceeds of the
borrower's loan. The mortgaged property must be in at least average condition. A
maximum loan-to-value ratio of 85% (or 75% for mortgage loans originated under
the stated income documentation program), is permitted for a mortgage loan on an
owner occupied detached property originated under the full documentation
program. A maximum loan-to-value ratio of 80% is permitted for a mortgage loan
on a non-owner occupied property, an owner occupied high-rise condominium or a
three to four family residential property (70% for a mortgage loan on a
non-owner occupied property, an owner occupied high-rise condominium or a three
to four family residential property originated under the stated income
documentation program). The maximum loan-to-value ratio for rural, remote or
unique properties is 70%. The maximum combined loan-to-value ratio, including
any related subordinate lien, is 100%, for a refinance loan and for a purchase
money loan. The maximum debt service-to-income ratio is usually 50%, unless the
loan-to-value ratio is reduced.

          "C" Risk. Under the "C" risk category, an applicant must have a credit
score of 500, or greater, based on loan-to-value ratio and loan amount.
Unlimited 30 day and 60 day late payments and a maximum of one 90 day late
payment within the last 12 months is acceptable on an existing mortgage loan. An
existing mortgage loan must be less than 120 days late at the time of funding of
the loan. All bankruptcies must be discharged at least one day prior to funding
of


                                      S-71



the loan, provided, however, that Chapter 13 bankruptcies may be discharged with
loan proceeds. No notice of default filings by the applicant may have occurred
during the preceding 12 months. The mortgaged property must be in average
condition. In most cases, a maximum loan-to-value ratio of 80% for a mortgage
loan on a single family, owner occupied or two unit property for a full
documentation program (70% for mortgage loans originated under the stated income
documentation program), is permitted. A maximum loan-to-value ratio of 75% is
permitted for a mortgage loan on a non-owner occupied property, an owner
occupied high-rise condominium or a three to four family residential property
(65% for a mortgage loan on a non-owner occupied property, an owner occupied
high-rise condominium or a three to four family residential property originated
under the stated income documentation program). The maximum loan-to-value ratio
for rural, remote or unique properties is 65%. The maximum combined
loan-to-value ratio, including any related subordinate lien, is 85% for a
refinance loan and for a purchase money loan. The maximum debt service-to-income
ratio is usually 50% unless the loan-to-value ratio is reduced.

          "C-" Risk. Under the "C-" risk category, an applicant must have a
credit score of 500, or greater. A maximum of two 90 day late payments and one
120 day late payment is acceptable on an existing mortgage loan. An existing
mortgage loan must be less than 150 days late at the time of funding of the
loan. There may be no current notice of default and any bankruptcy must be
discharged; provided, however, that a borrower may use the proceeds from the
loan to satisfy any Chapter 13 bankruptcy obligations. A maximum loan-to-value
ratio of 70% (55% for mortgage loans originated under the stated income
documentation program), is permitted for a mortgage loan on a single family
owner occupied or two unit property. A maximum loan-to-value ratio of 65% is
permitted for a mortgage loan on a non-owner occupied property and an owner
occupied high-rise condominium or a three to four family residential property
(50% for a mortgage loan on a non-owner occupied property, an owner occupied
high-rise condominium or a three to four family residential property originated
under the stated income documentation program). Rural, remote or unique
properties are not allowed. The maximum combined loan-to-value ratio, including
any related subordinate lien, is 80% for a refinance loan and 80% for a purchase
money loan. The maximum debt service-to-income ratio is usually 55%.

          Special Programs. Each originator originates loans which it calls
"special programs" to enable borrowers with higher credit scores and good
mortgage histories, the ability to obtain larger loan amounts or higher
loan-to-value ratios. Special programs extend loan-to-value ratios to a maximum
of 100%, and combined 80/20 (first/second) loan combinations to 100% CLTV and
loan amounts to $1,500,000 with higher minimum credit scores and paid-as-agreed
minimum tradeline requirements. No bankruptcy filing may have occurred during
the preceding two years for borrowers with credit scores less than 580. No
notice of default filings may have occurred during the preceding two years. The
mortgaged property must be in at least average condition. The maximum combined
loan-to value ratio, including any related subordinate lien, is 100%, for either
a refinance loan or a purchase money loan. The maximum debt service-to-income
ratio is usually 50%.

          Exceptions. As described above, the foregoing categories and criteria
are guidelines only. On a case by case basis, it may be determined that an
applicant warrants a debt service-to-income ratio exception, a pricing
exception, a loan-to-value ratio exception, an exception from certain
requirements of a particular risk category, etc. An exception may be allowed if
the


                                      S-72



application reflects compensating factors, such as: low loan-to-value ratio;
pride of ownership; a maximum of one 30 day late payment on all mortgage loans
during the last 12 months; and stable employment or ownership of current
residence of four or more years. An exception may also be allowed if the
applicant places a down payment through escrow of at least 20% of the purchase
price of the mortgaged property or if the new loan reduces the applicant's
monthly aggregate mortgage payment by 25% or more. Accordingly, a mortgagor may
qualify in a more favorable risk category than, in the absence of compensating
factors, would satisfy only the criteria of a less favorable risk category. It
is expected that a substantial portion of the mortgage loans will represent
these kinds of exceptions.

          The applicable underwriting standards include a set of specific
criteria by which underwriting evaluation is made. However, the application of
the underwriting standards does not imply that each specific criterion was
satisfied individually. Rather, a mortgage loan will be considered to be
originated in accordance with the underwriting standards described above if,
based on an overall qualitative evaluation, the loan is in substantial
compliance with the underwriting standards. For example, a mortgage loan may be
considered to comply with the underwriting standards described above, even if
one or more specific criteria included in the underwriting standards were not
satisfied, if other factors positively compensated for the criteria that were
not satisfied.

ADDITIONAL INFORMATION

          The description in this prospectus supplement of the mortgage pool and
the mortgaged properties is based upon the mortgage pool as of the cut-off date
after application of scheduled payments due on or before the cut-off date
whether or not received and subject to a permitted variance of plus or minus 5%,
except as otherwise noted. Prior to the issuance of the certificates, mortgage
loans may be removed from the mortgage pool as a result of incomplete or
defective documentation, or if it is determined that the mortgage loan does not
satisfy that the characteristics described in this prospectus supplement. A
limited number of other mortgage loans may be added to the mortgage pool prior
to the issuance of the certificates. The depositor believes that the information
in this prospectus supplement will be substantially representative of the
characteristics of the mortgage pool as it will be constituted at the time the
certificates are issued although the range of mortgage rates and maturities and
some other characteristics of the mortgage loans in the mortgage pool may vary.
In the event mortgage loans are removed from or added to the mortgage pool after
the date hereof prior to the closing and any material pool characteristics of
the actual mortgage pool differ by 5% or more from the description of the
mortgage pool in this prospectus supplement, a current report on Form 8-K
describing the final mortgage pool will be filed with the Securities and
Exchange Commission within four business days of the related closing.

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


                                      S-73



                           THE CAP CONTRACTS PROVIDER

          The cap contracts provider under the cap contracts is Swiss Re
Financial Products Corporation ("SRFP"). SRFP is a Delaware corporation
incorporated on May 23, 1995. In the course of conducting its business, SRFP
trades in over-the-counter derivative products and structures and advises on a
variety of financial transactions that transfer insurance, market or credit risk
to or from capital markets. SRFP's headquarters are located at 55 East 52nd
Street, New York, New York 10055. SRFP currently has a long-term counterparty
credit rating of "AA-" and a short-term debt rating of "A-1+" from Standard &
Poor's.

          SRFP is an indirect, wholly owned subsidiary of Swiss Reinsurance
Company ("Swiss Re"), a Swiss corporation. The obligations of SRFP under the cap
contracts are fully and unconditionally guaranteed under a guaranty by Swiss Re.
Swiss Re was founded in Zurich, Switzerland, in 1863 and since then has become
one of the world's leading reinsurers. Swiss Re and its reinsurance subsidiaries
have over 70 offices in more than 30 countries. Swiss Re's headquarters are
located at Mythenquai 50/60, CH-8022, Zurich, Switzerland. On June 12, 2006,
Swiss Re announced that it completed its acquisition of GE Insurance Solutions
(excluding its US life and health business) from General Electric

          Swiss Re currently has (i) from Standard & Poor's: long-term
counterparty credit, financial strength and senior unsecured debt ratings of
"AA-" and a short-term counterparty credit rating of "A-1+," (ii) from Moody's:
insurance financial strength and senior debt ratings of "Aa2" (negative
outlook), and a short-term rating of "P-1" and (iii) from Fitch: insurer
financial strength rating (Fitch initiated) and long-term issuer rating (Fitch
initiated) of "AA+(Rating Watch Negative)".

          Various regulatory authorities, including the U.S. Securities and
Exchange Commission and State Attorneys General in the United States, including
the New York State Attorney General's office, State Insurance Departments in the
United States and the U.K. Financial Services Authority, as well as law
enforcement agencies, are conducting investigations on various aspects of the
insurance industry, including the use of non-traditional, or loss mitigation
insurance, products. Swiss Re is among the companies that have received
subpoenas to produce documents relating to "non-traditional" products as part of
these investigations. Swiss Re has announced that it is cooperating fully with
all requests for documents addressed to Swiss Re. It is unclear at this point
what the ultimate scope of the investigations will be, in terms of the products,
parties or practices under review, particularly given the potentially broad
range of products that could be characterized as "non-traditional." It is
therefore also unclear what the direct or indirect consequences of such
investigations will be, and Swiss Re is not currently in a position to give any
assurances as to the consequences for it or the insurance and reinsurance
industries of the foregoing investigations or related developments.

          The information contained in the preceding four paragraphs has been
provided by SRFP and Swiss Re for use in this prospectus supplement. Neither
SRFP nor Swiss Re undertakes any obligation to update such information. SRFP and
Swiss Re have not been involved in the preparation of, and do not accept
responsibility for, this prospectus supplement as a whole or the accompanying
prospectus.


                                      S-74



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


                                      S-75



                         DESCRIPTION OF THE CERTIFICATES

GENERAL

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

          The Carrington Mortgage Loan Trust, Series 2006-NC2 Asset-Backed
Pass-Through Certificates will consist of the following eighteen classes:

          o    Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, which
               together are sometimes referred to as the Class A Certificates;

          o    Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
               Class M-7, Class M-8, Class M-9 and Class M-10 Certificates,
               which together are sometimes referred to as the Class M
               Certificates or the Mezzanine Certificates;

          o    Class P Certificates;

          o    Class CE Certificates; and

          o    Class R-I Certificates and Class R-II Certificates, which
               together are sometimes referred to as the Class R Certificates.

          Only the Class A Certificates and Class M Certificates (other than the
Class M-10 Certificates) are offered by this prospectus supplement. See
"--Glossary of Terms" in this prospectus supplement for the meanings of
capitalized terms and acronyms not otherwise defined in this prospectus
supplement.

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

          o    the mortgage loans, excluding scheduled payments due on or before
               the cut-off date;

          o    the cash deposited in respect of the mortgage loans in the
               custodial account, reserve account and in the certificate account
               and belonging to the trust;

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

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

          o    the cap contracts; and

          o    all proceeds of the foregoing.


                                      S-76



          The offered certificates will be issued, maintained and transferred on
the book-entry records of DTC and its participants. The Class A and Class M-1
Certificates will be issued in minimum denominations of $100,000 and integral
multiples of $1 in excess thereof. The Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates will be issued
in minimum denominations of $250,000 and integral multiples of $1 in excess
thereof.

          The offered certificates will be represented by one or more
certificates registered in the name of Cede & Co., as the nominee of DTC. No
beneficial owner will be entitled to receive a definitive certificate, except as
set forth in the prospectus under "Description of the Certificates--Form of
Certificates." Investors in the offered certificates may elect to hold their
offered certificates through DTC in the United States or Clearstream,
Luxembourg, formerly known as Cedelbank SA, or Euroclear in Europe. Clearstream,
Luxembourg and Euroclear will hold omnibus positions on behalf of their
participants through customers' securities accounts in Clearstream, Luxembourg's
and Euroclear's names on the books of their depositaries, which in turn will
hold those positions in customers' securities accounts in the depositaries'
names on the books of DTC.

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

GLOSSARY OF TERMS

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

          ALLOCATED REALIZED LOSS AMOUNT--An Allocated Realized Loss Amount with
respect to any class of Class A and Class M Certificates and any distribution
date will be an amount equal to (x) the sum of (i) any Realized Losses allocated
to that class of certificates on the distribution date as described below in
"--Allocation of Losses" and (ii) any Allocated Realized Loss Amount for the
class remaining unreimbursed from the previous distribution date minus (y) the
amount of the increase in the related Certificate Principal Balance due to the
receipt of Subsequent Recoveries.

          AVAILABLE DISTRIBUTION AMOUNT--For any distribution date, an amount
equal to the sum of the following amounts, net of certain expenses of the trust
including amounts reimbursable to the servicer and the trustee :

          o    the aggregate amount of scheduled payments on the mortgage loans
               due during the related Due Period and received on or prior to the
               related determination date, after deduction of the servicing fee
               and the trustee fee in respect of the mortgage loans for that
               distribution date;

          o    unscheduled payments in respect of the mortgage loans, including
               mortgagor prepayments, Insurance Proceeds, Liquidation Proceeds
               and Subsequent Recoveries from the mortgage loans, amounts
               received in respect of REO


                                      S-77



               Property and proceeds from repurchases of and substitutions for
               the mortgage loans occurring during the related Prepayment
               Period;

          o    all payments of Compensating Interest made by the servicer with
               respect to the mortgage loans; and

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

          BANKRUPTCY LOSS--A Bankruptcy Loss is a Realized Loss resulting from a
Deficient Valuation or a Debt Service Reduction.

          CERTIFICATE PRINCIPAL BALANCE--With respect to any class of Class A
and Class M Certificates and any date of determination, an amount equal to its
initial certificate principal balance, reduced by the aggregate of (a) all
amounts allocable to principal previously distributed with respect to that class
of certificates and (b) with respect to any Class A and Class M Certificate, any
reductions in its certificate principal balance in connection with the
allocation of Realized Losses in the manner described in this prospectus
supplement (taking into account any increases in the certificate principal
balance thereof due to the receipt of Subsequent Recoveries).

          The Certificate Principal Balance of the Class CE Certificates as of
any date of determination is equal to the excess, if any, of the then aggregate
principal balance of the mortgage loans over the then aggregate Certificate
Principal Balance of the Class A, Class M and Class P Certificates.

          CLASS A CAP CONTRACT NOTIONAL BALANCE--With respect to any
distribution date specified below and the cap contract relating to the Class A
Certificates, the lesser of (1) the aggregate Certificate Principal Balance of
the Class A Certificates immediately prior to that distribution date and (2) the
amount specified below for that distribution date:

DISTRIBUTION DATE   NOTIONAL BALANCE ($)
-----------------   --------------------
     July 2006         703,546,000.00
    August 2006        697,503,457.27
  September 2006       689,428,286.04
   October 2006        679,315,914.98
   November 2006       667,175,462.34
   December 2006       653,029,059.63
   January 2007        636,912,190.77
   February 2007       618,874,207.93
    March 2007         598,977,813.86
    April 2007         577,300,908.69
     May 2007          553,942,007.75
     June 2007         531,141,487.20
     July 2007         508,998,672.31
    August 2007        487,494,524.90
  September 2007       466,610,559.49
   October 2007        446,328,827.15
   November 2007       426,631,899.95
   December 2007       407,502,855.77
   January 2008        388,925,263.59
   February 2008       370,865,831.81
    March 2008         353,267,946.76
    April 2008         314,955,844.87
     May 2008          278,460,183.42
     June 2008         244,597,884.22
     July 2008         213,143,838.24
    August 2008        183,945,381.27
  September 2008       169,315,672.25
   October 2008        155,741,438.96
   November 2008       142,626,717.67
   December 2008       129,977,175.41
   January 2009        117,756,116.78
   February 2009       105,947,521.60
    March 2009          94,515,003.09
    April 2009          83,159,240.32
     May 2009           72,089,703.77
     June 2009          61,437,405.00
     July 2009          51,171,825.64
    August 2009         51,171,825.64
  September 2009        51,171,825.64
   October 2009         51,171,825.64
   November 2009        51,171,825.64


                                      S-78



          CLASS A CEILING RATE--With respect to each distribution date and the
cap contract relating to the Class A Certificates, the per annum rate set forth
next to such distribution date in the table below:

                    CLASS A CEILING RATE
DISTRIBUTION DATE            (%)
-----------------   --------------------
    July 2006              11.395
   August 2006             11.395
 September 2006            11.394
  October 2006             11.393
  November 2006            11.392
  December 2006            11.391
  January 2007             11.390
  February 2007            11.389
   March 2007              11.387
   April 2007              11.385
    May 2007               11.383
    June 2007              11.380
    July 2007              11.378
   August 2007             11.375
 September 2007            11.372
  October 2007             11.369
  November 2007            11.366
  December 2007            11.362
  January 2008             11.358
  February 2008            11.354
   March 2008              11.350
   April 2008              11.344
    May 2008               11.340
    June 2008              11.334
    July 2008              11.327
   August 2008             11.319
 September 2008            11.314
  October 2008             11.308
  November 2008            12.293
  December 2008            12.959
  January 2009             12.786
  February 2009            13.065
   March 2009              14.810
   April 2009              13.845
    May 2009               16.542
    June 2009              16.911
    July 2009              16.911
   August 2009             16.911
 September 2009            16.911
  October 2009             16.911
  November 2009            16.911

          CLASS A MONTHLY STRIKE RATE--With respect to each distribution date
and the cap contract relating to the Class A Certificates, the per annum rate
set forth next to such distribution date in the table below, in each case,
subject to the related Class A Ceiling Rate:

                    MONTHLY STRIKE RATE
DISTRIBUTION DATE           (%)
-----------------   --------------------
    July 2006              7.092
   August 2006             7.792
 September 2006            7.796
  October 2006             8.064
  November 2006            7.806
  December 2006            8.076
  January 2007             7.820
  February 2007            7.829
   March 2007              8.692
   April 2007              7.853
    May 2007               8.134
    June 2007              7.883
    July 2007              8.168
   August 2007             7.918
 September 2007            7.936
  October 2007             8.226
  November 2007            7.977
  December 2007            8.271
  January 2008             8.023
  February 2008            8.049
   March 2008              8.644
   April 2008              8.155
    May 2008               9.854
    June 2008              9.706
    July 2008             10.184
   August 2008            10.030
 September 2008           10.150
  October 2008            10.633
  November 2008           11.793
  December 2008           12.459
  January 2009            12.286
  February 2009           12.565
   March 2009             14.310
   April 2009             13.345
    May 2009              16.042
    June 2009             16.411
    July 2009             16.411
   August 2009            16.411
 September 2009           16.411
  October 2009            16.411
  November 2009           16.411


                                      S-79



          CLASS A PRINCIPAL DISTRIBUTION AMOUNT--The Class A Principal
Distribution Amount is an amount equal to the excess of:

          o    the aggregate Certificate Principal Balance of the Class A
               Certificates immediately prior to the related distribution date
               over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M CAP CONTRACT NOTIONAL BALANCE--With respect to any
distribution date specified below and the cap contract relating to the Class M
Certificates, the lesser of (1) the aggregate Certificate Principal Balance of
the Class M Certificates immediately prior to that distribution date and (2) the
amount specified below for that distribution date:

DISTRIBUTION DATE   NOTIONAL BALANCE ($)
-----------------   --------------------
    July 2006          208,424,000.00
   August 2006         208,424,000.00
  September 2006       208,424,000.00
   October 2006        208,424,000.00
  November 2006        208,424,000.00
  December 2006        208,424,000.00
   January 2007        208,424,000.00
  February 2007        208,424,000.00
    March 2007         208,424,000.00
    April 2007         208,424,000.00
     May 2007          208,424,000.00
    June 2007          208,424,000.00
    July 2007          208,424,000.00
   August 2007         208,424,000.00
  September 2007       208,424,000.00
   October 2007        208,424,000.00
  November 2007        208,424,000.00
  December 2007        208,424,000.00
   January 2008        208,424,000.00
  February 2008        208,424,000.00
    March 2008         208,424,000.00
    April 2008         208,424,000.00
     May 2008          208,424,000.00
     June 2008         208,424,000.00
     July 2008         208,424,000.00
    August 2008        208,424,000.00
  September 2008       208,424,000.00
   October 2008        208,424,000.00
   November 2008       208,424,000.00
   December 2008       208,424,000.00
   January 2009        208,424,000.00
   February 2009       208,424,000.00
    March 2009         208,424,000.00
    April 2009         208,424,000.00
     May 2009          208,424,000.00
     June 2009         208,424,000.00
     July 2009         208,424,000.00
    August 2009        208,424,000.00
  September 2009       202,401,016.96
   October 2009        194,039,491.51


                                      S-80



          CLASS M CEILING RATE-- With respect to each distribution date and the
cap contract relating to the Class M Certificates, the per annum rate set forth
next to such distribution date in the table below:

                    CLASS M CEILING RATE
DISTRIBUTION DATE            (%)
-----------------   --------------------
    July 2006              10.887
   August 2006             10.887
  September 2006           10.887
   October 2006            10.887
  November 2006            10.887
  December 2006            10.887
   January 2007            10.887
  February 2007            10.887
    March 2007             10.887
    April 2007             10.887
     May 2007              10.887
    June 2007              10.887
    July 2007              10.887
   August 2007             10.887
  September 2007           10.887
   October 2007            10.887
  November 2007            10.887
  December 2007            10.887
   January 2008            10.887
  February 2008            10.887
   March 2008              10.887
   April 2008              10.887
    May 2008               10.887
    June 2008              10.887
    July 2008              10.887
   August 2008             10.887
 September 2008            10.887
  October 2008             10.887
  November 2008            10.887
  December 2008            10.887
  January 2009             10.887
  February 2009            10.887
   March 2009              10.887
   April 2009              10.887
    May 2009               10.887
    June 2009              10.887
    July 2009              10.887
   August 2009             10.887
 September 2009            10.940
  October 2009             10.975

          CLASS M MONTHLY STRIKE RATE--With respect to each distribution date
and the cap contract relating to the Class M Certificates, the per annum rate
set forth next to such distribution date in the table below, in each case
subject to the related Class M Ceiling Rate:

                    MONTHLY STRIKE RATE
DISTRIBUTION DATE           (%)
-----------------   --------------------
    July 2006               6.281
   August 2006              6.948
  September 2006            6.948
   October 2006             7.200
  November 2006             6.947
  December 2006             7.199
   January 2007             6.947
  February 2007             6.947
    March 2007              7.757
    April 2007              6.947
     May 2007               7.199
    June 2007               6.947
    July 2007               7.199
   August 2007              6.947
  September 2007            6.947
   October 2007             7.199
  November 2007             6.947
  December 2007             7.199
   January 2008             6.947
  February 2008             6.947
   March 2008               7.469
   April 2008               6.950
    May 2008                8.395
    June 2008               8.144
    July 2008               8.424
   August 2008              8.121
 September 2008             8.118
  October 2008              8.409
  November 2008             9.231
  December 2008             9.602
  January 2009              9.267
  February 2009             9.261
   March 2009              10.314
   April 2009               9.258
    May 2009               10.751
    June 2009              10.438
    July 2009              10.800
   August 2009             10.426
 September 2009            10.471
  October 2009             10.870


                                      S-81



          CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-1 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificates after taking into account the distribution
               of the Class A Principal Distribution Amount on the related
               distribution date and (ii) the Certificate Principal Balance of
               the Class M-1 Certificates immediately prior to the related
               distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-2 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificates after taking into account the distribution
               of the Class A Principal Distribution Amount on the related
               distribution date, (ii) the Certificate Principal Balance of the
               Class M-1 Certificates after taking into account the distribution
               of the Class M-1 Principal Distribution Amount on the related
               distribution date and (iii) the Certificate Principal Balance of
               the Class M-2 Certificates immediately prior to the related
               distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-3 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificates after taking into account the distribution
               of the Class A Principal Distribution Amount on the related
               distribution date, (ii) the Certificate Principal Balance of the
               Class M-1 Certificates after taking into account the distribution
               of the Class M-1 Principal Distribution Amount on the related
               distribution date, (iii) the Certificate Principal Balance of the
               Class M-2 Certificates after taking into account the distribution
               of the Class M-2 Principal Distribution Amount on the related
               distribution date and (iv) the Certificate Principal Balance of
               the Class M-3 Certificates immediately prior to the related
               distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of


                                      S-82



               the mortgage loans as of the last day of the related Due Period
               over the Overcollateralization Floor Amount.

          CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-4 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificates after taking into account the distribution
               of the Class A Principal Distribution Amount on the related
               distribution date, (ii) the Certificate Principal Balance of the
               Class M-1 Certificates after taking into account the distribution
               of the Class M-1 Principal Distribution Amount on the related
               distribution date, (iii) the Certificate Principal Balance of the
               Class M-2 Certificates after taking into account the distribution
               of the Class M-2 Principal Distribution Amount on the related
               distribution date, (iv) the Certificate Principal Balance of the
               Class M-3 Certificates after taking into account the distribution
               of the Class M-3 Principal Distribution Amount on the related
               distribution date and (v) the Certificate Principal Balance of
               the Class M-4 Certificate immediately prior to the related
               distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-5 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificates after taking into account the distribution
               of the Class A Principal Distribution Amount on the related
               distribution date, (ii) the Certificate Principal Balance of the
               Class M-1 Certificates after taking into account the distribution
               of the Class M-1 Principal Distribution Amount on the related
               distribution date, (iii) the Certificate Principal Balance of the
               Class M-2 Certificates after taking into account the distribution
               of the Class M-2 Principal Distribution Amount on the related
               distribution date, (iv) the Certificate Principal Balance of the
               Class M-3 Certificates after taking into account the distribution
               of the Class M-3 Principal Distribution Amount on the related
               distribution date, (v) the Certificate Principal Balance of the
               Class M-4 Certificates after taking into account the distribution
               of the Class M-4 Principal Distribution Amount on the related
               distribution date and (vi) the Certificate Principal Balance of
               the Class M-5 Certificates immediately prior to the related
               distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of


                                      S-83



               the mortgage loans as of the last day of the related Due Period
               over the Overcollateralization Floor Amount.

          CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-6 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificates after taking into account the distribution
               of the Class A Principal Distribution Amount on the related
               distribution date, (ii) the Certificate Principal Balance of the
               Class M-1 Certificates after taking into account the distribution
               of the Class M-1 Principal Distribution Amount on the related
               distribution date, (iii) the Certificate Principal Balance of the
               Class M-2 Certificates after taking into account the distribution
               of the Class M-2 Principal Distribution Amount on the related
               distribution date, (iv) the Certificate Principal Balance of the
               Class M-3 Certificates after taking into account the distribution
               of the Class M-3 Principal Distribution Amount on the related
               distribution date, (v) the Certificate Principal Balance of the
               Class M-4 Certificates after taking into account the distribution
               of the Class M-4 Principal Distribution Amount on the related
               distribution date, (vi) the Certificate Principal Balance of the
               Class M-5 Certificates after taking into account the distribution
               of the Class M-5 Principal Distribution Amount on the related
               distribution date and (vii) the Certificate Principal Balance of
               the Class M-6 Certificates immediately prior to the related
               distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-7 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificate after taking into account the distribution of
               the Class A Principal Distribution Amount on the related
               distribution date, (ii) the Certificate Principal Balance of the
               Class M-1 Certificates after taking into account the distribution
               of the Class M-1 Principal Distribution Amount on the related
               distribution date, (iii) the Certificate Principal Balance of the
               Class M-2 Certificates after taking into account the distribution
               of the Class M-2 Principal Distribution Amount on the related
               distribution date, (iv) the Certificate Principal Balance of the
               Class M-3 Certificates after taking into account the distribution
               of the Class M-3 Principal Distribution Amount on the related
               distribution date, (v) the Certificate Principal Balance of the
               Class M-4 Certificates after taking into account the distribution
               of the Class M-4 Principal Distribution Amount on the related
               distribution date, (vi) the Certificate Principal Balance of the
               Class M-5 Certificates after taking into account the distribution
               of the Class M-5 Principal Distribution Amount on the related
               distribution date, (vii) the Certificate Principal Balance of the
               Class M-6


                                      S-84



               Certificates after taking into account the distribution of the
               Class M-6 Principal Distribution Amount on the related
               distribution date and (viii) the Certificate Principal Balance of
               the Class M-7 Certificates immediately prior to the related
               distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-8 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificate after taking into account the distribution of
               the Class A Principal Distribution Amount on the related
               distribution date, (ii) the Certificate Principal Balance of the
               Class M-1 Certificates after taking into account the distribution
               of the Class M-1 Principal Distribution Amount on the related
               distribution date, (iii) the Certificate Principal Balance of the
               Class M-2 Certificates after taking into account the distribution
               of the Class M-2 Principal Distribution Amount on the related
               distribution date, (iv) the Certificate Principal Balance of the
               Class M-3 Certificates after taking into account the distribution
               of the Class M-3 Principal Distribution Amount on the related
               distribution date, (v) the Certificate Principal Balance of the
               Class M-4 Certificates after taking into account the distribution
               of the Class M-4 Principal Distribution Amount on the related
               distribution date, (vi) the Certificate Principal Balance of the
               Class M-5 Certificates after taking into account the distribution
               of the Class M-5 Principal Distribution Amount on the related
               distribution date, (vii) the Certificate Principal Balance of the
               Class M-6 Certificates after taking into account the distribution
               of the Class M-6 Principal Distribution Amount on the related
               distribution date, (viii) the Certificate Principal Balance of
               the Class M-7 Certificates after taking into account the
               distribution of the Class M-7 Principal Distribution Amount on
               the related distribution date and (ix) the Certificate Principal
               Balance of the Class M-8 Certificates immediately prior to the
               related distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M-9 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-9 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificate after taking into account the distribution of
               the Class A Principal


                                      S-85



               Distribution Amount on the related distribution date, (ii) the
               Certificate Principal Balance of the Class M-1 Certificates after
               taking into account the distribution of the Class M-1 Principal
               Distribution Amount on the related distribution date, (iii) the
               Certificate Principal Balance of the Class M-2 Certificates after
               taking into account the distribution of the Class M-2 Principal
               Distribution Amount on the related distribution date, (iv) the
               Certificate Principal Balance of the Class M-3 Certificates after
               taking into account the distribution of the Class M-3 Principal
               Distribution Amount on the related distribution date, (v) the
               Certificate Principal Balance of the Class M-4 Certificates after
               taking into account the distribution of the Class M-4 Principal
               Distribution Amount on the related distribution date, (vi) the
               Certificate Principal Balance of the Class M-5 Certificates after
               taking into account the distribution of the Class M-5 Principal
               Distribution Amount on the related distribution date, (vii) the
               Certificate Principal Balance of the Class M-6 Certificates after
               taking into account the distribution of the Class M-6 Principal
               Distribution Amount on the related distribution date, (viii) the
               Certificate Principal Balance of the Class M-7 Certificates after
               taking into account the distribution of the Class M-7 Principal
               Distribution Amount on the related distribution date, (ix) the
               Certificate Principal Balance of the Class M-8 Certificates after
               taking into account the distribution of the Class M-8 Principal
               Distribution Amount on the related distribution date and (x) the
               Certificate Principal Balance of the Class M-9 Certificates
               immediately prior to the related distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M-10 PRINCIPAL DISTRIBUTION AMOUNT--The Class M-10 Principal
Distribution Amount is an amount equal to the excess of:

          o    the sum of (i) the aggregate Certificate Principal Balance of the
               Class A Certificate after taking into account the distribution of
               the Class A Principal Distribution Amount on the related
               distribution date, (ii) the Certificate Principal Balance of the
               Class M-1 Certificates after taking into account the distribution
               of the Class M-1 Principal Distribution Amount on the related
               distribution date, (iii) the Certificate Principal Balance of the
               Class M-2 Certificates after taking into account the distribution
               of the Class M-2 Principal Distribution Amount on the related
               distribution date, (iv) the Certificate Principal Balance of the
               Class M-3 Certificates after taking into account the distribution
               of the Class M-3 Principal Distribution Amount on the related
               distribution date, (v) the Certificate Principal Balance of the
               Class M-4 Certificates after taking into account the distribution
               of the Class M-4 Principal Distribution Amount on the related
               distribution date, (vi) the Certificate Principal Balance of the
               Class M-5 Certificates after taking into account the distribution
               of the Class M-5 Principal Distribution Amount on the related
               distribution date, (vii) the Certificate Principal Balance of the
               Class M-6


                                      S-86



               Certificates after taking into account the distribution of the
               Class M-6 Principal Distribution Amount on the related
               distribution date, (viii) the Certificate Principal Balance of
               the Class M-7 Certificates after taking into account the
               distribution of the Class M-7 Principal Distribution Amount on
               the related distribution date, (ix) the Certificate Principal
               Balance of the Class M-8 Certificates after taking into account
               the distribution of the Class M-8 Principal Distribution Amount
               on the related distribution date, (x) the Certificate Principal
               Balance of the Class M-9 Certificates after taking into account
               the distribution of the Class M-9 Principal Distribution Amount
               on the related distribution date and (xi) the Certificate
               Principal Balance of the Class M-10 Certificates immediately
               prior to the related distribution date over

          o    the lesser of (A) the product of (i) the applicable Subordination
               Percentage and (ii) the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period and
               (B) the excess, if any, of the aggregate principal balance of the
               mortgage loans as of the last day of the related Due Period over
               the Overcollateralization Floor Amount.

          CLASS M PRINCIPAL DISTRIBUTION AMOUNT--The Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3
Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the
Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution
Amount, the Class M-7 Principal Distribution Amount, the Class M-8 Principal
Distribution Amount, the Class M-9 Principal Distribution Amount or the Class
M-10 Principal Distribution Amount, as applicable.

          COMPENSATING INTEREST--With respect to any principal prepayments in
full, any payments made by the servicer from its own funds to cover Prepayment
Interest Shortfalls, but only to the extent of its servicing fee for the related
Due Period.

          CREDIT ENHANCEMENT PERCENTAGE--The Credit Enhancement Percentage for
any distribution date is the percentage obtained by dividing (x) the aggregate
Certificate Principal Balance of the Class M Certificates and the Class CE
Certificates, calculated after taking into account payments of principal on the
mortgage loans and distribution of the Principal Distribution Amount to the
holders of the certificates then entitled to distributions of principal on the
related distribution date, by (y) the aggregate principal balance of the
mortgage loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period).

          CREDIT SUPPORT DEPLETION DATE The first distribution date on which the
Certificate Principal Balances of the Class M Certificates have been reduced to
zero.

          DEBT SERVICE REDUCTION--A Debt Service Reduction is any reduction in
the amount which a mortgagor is obligated to pay on a monthly basis with respect
to a mortgage loan as a result of any proceeding initiated under the United
States Bankruptcy Code, other than a reduction attributable to a Deficient
Valuation.


                                      S-87



          DEFICIENT VALUATION--A Deficient Valuation with respect to any
mortgage loan is a valuation by a court of competent jurisdiction of the
mortgaged property in an amount less than the then outstanding indebtedness
under the mortgage loan, which valuation results from a proceeding initiated
under the United States Bankruptcy Code.

          DETERMINATION DATE--The Determination Date with respect to any
distribution date will be the 15th day of the calendar month in which such
distribution date occurs or, if such 15th day is not a business day, the
business day immediately preceding such 15th day.

          DUE PERIOD--The Due Period with respect to any distribution date
commences on the second day of the month immediately preceding the month which
the distribution date occurs and ends on the first day of the month in which the
distribution date occurs.

          EXPENSE ADJUSTED MORTGAGE RATE--The Expense Adjusted Mortgage Rate for
any mortgage loan and any distribution date will be a per annum rate equal to
the then applicable mortgage rate for such mortgage loan as of the first day of
the related Due Period minus the sum of the Servicing Fee Rate and the Trustee
Fee Rate.

          FORMULA RATE--The Formula Rate for any class of Class A and Class M
Certificates is One-Month LIBOR determined as described under "--Determination
of One-Month LIBOR" in this prospectus supplement plus the related Margin.

          INSURANCE PROCEEDS--Proceeds of any special hazard insurance policy,
bankruptcy bond, mortgage pool insurance policy, primary insurance policy and
any title, hazard or other insurance policy or guaranty covering any mortgage
loan in the mortgage pool together with any payments under any letter of credit.

          INTEREST ACCRUAL PERIOD--The Interest Accrual Period for any
distribution date and the Class A and Class M Certificates is the period
commencing on the distribution date of the month immediately preceding the month
in which the distribution date occurs or, in the case of the first distribution
date, commencing on the closing date, and ending on the day preceding the
distribution date.

          INTEREST CARRY FORWARD AMOUNT--The Interest Carry Forward Amount with
respect to any class of Class A and Class M Certificates and any distribution
date is equal to the amount, if any, by which the Interest Distribution Amount
for the class of certificates for the immediately preceding distribution date
exceeded the actual amount distributed on the certificates in respect of
interest on the immediately preceding distribution date, together with any
Interest Carry Forward Amount with respect to the class of certificates
remaining undistributed from the previous distribution date, plus interest
accrued thereon at the related Pass-Through Rate on the certificates for the
most recently ended Interest Accrual Period.

          INTEREST DISTRIBUTION AMOUNT--The Interest Distribution Amount for the
Class A and Class M Certificates on any distribution date is equal to interest
accrued during the related Interest Accrual Period on the Certificate Principal
Balance of that class immediately prior to the distribution date at the
Pass-Through Rate for that class, reduced (to not less than zero) by the
allocable share, if any, for that class of Prepayment Interest Shortfalls to the
extent not covered


                                      S-88



by Compensating Interest paid by the servicer and shortfalls resulting from the
application of the Relief Act.

          INTEREST REMITTANCE AMOUNT--The Interest Remittance Amount for any
distribution date is that portion of the Available Distribution Amount for that
distribution date that represents interest received or advanced on the mortgage
loans.

          LIQUIDATION PROCEEDS--Amounts collected by the servicer or any
subservicer in connection with the liquidation of a mortgage loan, by
foreclosure or otherwise.

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

                                 RELATED MARGIN

CLASS    (1)     (2)
-----   -----   -----
 A-1    0.030%  0.060%
 A-2    0.090%  0.180%
 A-3    0.150%  0.300%
 A-4    0.240%  0.480%
 M-1    0.270%  0.405%
 M-2    0.290%  0.435%
 M-3    0.310%  0.465%
 M-4    0.350%  0.525%
 M-5    0.380%  0.570%
 M-6    0.440%  0.660%
 M-7    0.850%  1.275%
 M-8    1.000%  1.500%
 M-9    1.850%  2.775%
 M-10   2.500%  3.750%

----------
(1)  For the Interest Accrual Period for each distribution date through and
     including the first distribution date on which the aggregate principal
     balance of the mortgage loans remaining in the mortgage pool is reduced to
     less than 10% of the aggregate principal balance of the mortgage loans as
     of the cut-off date.

(2)  Each Interest Accrual Period thereafter.

          NET MONTHLY EXCESS CASH FLOW--The Net Monthly Excess Cash Flow for any
distribution date is equal to the sum of (a) any Overcollateralization Reduction
Amount and (b) the excess of:

          o    the Available Distribution Amount for the related distribution
               date over

          o    the sum for the related distribution date of the aggregate of (a)
               the Senior Interest Distribution Amount distributable to the
               holders of the Class A Certificates, (b) the Interest
               Distribution Amount distributable to the holders of the Class M
               Certificates and (c) the Principal Remittance Amount.

          NET WAC PASS-THROUGH RATE-- The Net WAC Pass-Through Rate for any
distribution date and the Class A and Class M Certificates is a rate per annum
(adjusted for the actual number of days in the related Interest Accrual Period)
equal to the weighted average of the Expense


                                      S-89



Adjusted Mortgage Rates on the then outstanding mortgage loans, weighted based
on their principal balance as of the first day of the related Due Period.

          NET WAC RATE CARRYOVER AMOUNT--For any distribution date and any class
of Class A or Class M Certificates, an amount equal to the sum of:

          o    the excess of (x) the amount of interest that would have accrued
               on such class of certificates for such distribution date had the
               Pass-Through Rate been the related Formula Rate, over (y) the
               amount of interest accrued on such class of certificates for such
               distribution date at the Net WAC Pass-Through Rate and

          o    the undistributed portion of any related Net WAC Rate Carryover
               Amount from the prior distribution date together with interest
               accrued on such undistributed portion for the most recently ended
               Interest Accrual Period at the Formula Rate applicable for such
               class for such Interest Accrual Period.

          OVERCOLLATERALIZATION AMOUNT--The Overcollateralization Amount with
respect to any distribution date is the excess, if any, of (a) the aggregate
principal balance of the mortgage loans (including mortgage loans related to any
REO Property) as of the last day of the related Due Period over (b) the sum of
the aggregate Certificate Principal Balance of the Class A, Class M and Class P
Certificates, after giving effect to distributions to be made on such
distribution date.

          OVERCOLLATERALIZATION FLOOR AMOUNT--The Overcollateralization Floor
Amount with respect to any distribution date is equal to 0.50% of the aggregate
principal balance of the mortgage loans as of the cut-off date.

          OVERCOLLATERALIZATION INCREASE AMOUNT--An Overcollateralization
Increase Amount with respect to any distribution date equals the lesser of (a)
the Net Monthly Excess Cash Flow for such distribution date and (b) the amount,
if any, by which the Overcollateralization Target Amount exceeds the
Overcollateralization Amount on such distribution date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount on such
distribution date has been distributed).

          OVERCOLLATERALIZATION REDUCTION AMOUNT--An Overcollateralization
Reduction Amount with respect to any distribution date is the lesser of (a) the
Principal Remittance Amount on such distribution date and (b) the excess, if
any, of (i) the Overcollateralization Amount for such distribution date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such distribution date has been distributed) over (ii) the
Overcollateralization Target Amount for such distribution date.

          OVERCOLLATERALIZATION TARGET AMOUNT--The Overcollateralization Target
Amount with respect to any distribution date is (i) prior to the Stepdown Date,
an amount equal to approximately 3.30% of the aggregate principal balance of the
mortgage loans as of the cut-off date; (ii) on or after the Stepdown Date
provided a Trigger Event is not in effect, the greater of (a) approximately
6.60% of the then current aggregate outstanding principal balance of the
mortgage loans as of the last day of the related Due Period and (b) the
Overcollateralization Floor Amount; or (iii) on or after the Stepdown Date and
if a Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding distribution date.


                                      S-90



Notwithstanding the foregoing, on and after any distribution date following the
reduction of the aggregate Certificate Principal Balance of the Class A, Class M
and Class P Certificates to zero, the Overcollateralization Target Amount will
be zero.

          PASS-THROUGH RATE--With respect to each class of Class A and Class M
Certificates and any distribution date, the lesser of (i) the Formula Rate and
(ii) the Net WAC Pass-Through Rate.

          PREPAYMENT INTEREST SHORTFALL--With respect to any principal
prepayments on the mortgage loans and any distribution date, any interest
shortfall resulting from principal prepayments occurring between the first day
of the related Prepayment Period and the last day of the prior calendar month.

          PREPAYMENT PERIOD--The Prepayment Period with respect to any
distribution date is the calendar month immediately preceding the month in which
the distribution date occurs.

          PRINCIPAL DISTRIBUTION AMOUNT--The Principal Distribution Amount for
any distribution date will be an amount, not less than zero, equal to the sum of
(i) the principal portion of all scheduled monthly payments on the mortgage
loans actually received on or prior to the related Determination Date or
advanced on or prior to the related distribution date; (ii) the principal
portion of all proceeds received in respect of the repurchase of a mortgage
loan, or, in the case of a substitution, amounts representing a principal
adjustment, as required by the pooling and servicing agreement during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections, including Insurance Proceeds, Liquidation Proceeds, Subsequent
Recoveries and all full and partial principal prepayments, received during the
related Prepayment Period net of reimbursement, including reimbursements to the
trustee and the servicer, to the extent applied as recoveries of principal on
the mortgage loans; and (iv) the amount of any Overcollateralization Increase
Amount for the distribution date; minus (v) the amount of any
Overcollateralization Reduction Amount for such distribution date.

          PRINCIPAL REMITTANCE AMOUNT--The Principal Remittance Amount for any
distribution date is the sum of the amounts described in clauses (i) through
(iii) of the definition of Principal Distribution Amount.

          REALIZED LOSS--A Realized Loss is (a) a Bankruptcy Loss or (b) with
respect to any defaulted mortgage loan that is finally liquidated through
foreclosure sale, disposition of the related mortgaged property (if acquired on
behalf of the certificateholders by foreclosure or deed in lieu of foreclosure)
or otherwise, is the amount of loss realized, if any, equal to the portion of
the unpaid principal balance remaining, if any, plus interest thereon through
the last day of the month in which such mortgage loan was finally liquidated,
after application of all amounts recovered (net of amounts reimbursable to the
servicer for Advances, servicing advances and other related expenses, including
attorney's fees) towards interest and principal owing on the mortgage loan.

          REO PROPERTY--A mortgaged property acquired by the servicer through
foreclosure or deed-in-lieu of foreclosure.

          ROLLING THREE-MONTH DELINQUENCY AVERAGE--With respect to any
distribution date, the average aggregate principal amount of the mortgage loans
delinquent 60 days or more for each


                                      S-91



of the three (or one and two, in the case of the first and second distribution
dates, respectively) immediately preceding months.

          SENIOR INTEREST DISTRIBUTION AMOUNT--The Senior Interest Distribution
Amount for any distribution date is equal to the sum of the Interest
Distribution Amount for that distribution date for the Class A Certificates and
the Interest Carry Forward Amount, if any, for that distribution date for the
Class A Certificates.

          SERVICING FEE RATE--The Servicing Fee Rate for any distribution date
is 0.500% per annum.

          STEPDOWN DATE--The Stepdown Date is the later to occur of (x) the
distribution date occurring in July 2009 and (y) the first distribution date on
which the Credit Enhancement Percentage (calculated for this purpose only prior
to any distribution of the Principal Distribution Amount to the holders of the
certificates then entitled to distributions of principal on the related
distribution date) is greater than or equal to approximately 50.80%.

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

CLASS   PERCENTAGE   CLASS   PERCENTAGE
-----   ----------   -----   ----------
  A       49.20%
 M-1      58.00%
 M-2      68.20%
 M-3      72.00%
 M-4      75.80%
 M-5      79.60%
 M-6      83.20%
 M-7      86.70%
 M-8      89.30%
 M-9      91.10%
M-10      93.40%

          SUBSEQUENT RECOVERIES--Subsequent Recoveries are unanticipated amounts
received on a liquidated mortgage loan that resulted in a Realized Loss in a
prior month. If Subsequent Recoveries are received, they will be included as
part of the Principal Remittance Amount for the following distribution date and
distributed in accordance with the priorities described in this prospectus
supplement. In addition, after giving effect to all distributions on a
distribution date, the amount of such Subsequent Recoveries will increase the
Certificate Principal Balance first, of the Class A Certificates then
outstanding, if a Realized Loss had been allocated to the Class A Certificates,
on a pro rata basis by the amount of such Subsequent Recoveries, and second, of
the class of Class M Certificates then outstanding with the highest distribution
priority to which a Realized Loss was allocated. Thereafter, such class of Class
A and Class M Certificates will accrue interest on the increased Certificate
Principal Balance.

          TRIGGER EVENT--With respect to any distribution date on or after the
Stepdown Date, a Trigger Event is in effect if:

          (a) the percentage obtained by dividing (I) the Rolling Three-Month
Delinquency Average plus the aggregate principal balance of the mortgage loans
that, as of the last day of the previous calendar month, are in foreclosure,
have been converted to REO Properties or have been discharged due to bankruptcy,
by (II) the aggregate principal balance of the mortgage loans (including
mortgage loans related to REO Property) as of the last day of the previous
calendar


                                      S-92



month, exceeds 30.75% of the then Credit Enhancement Percentage for the prior
distribution date; or

          (b) the aggregate amount of Realized Losses incurred since the cut-off
date through the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, reduced by the aggregate amount of Subsequent
Recoveries received since the cut-off date through the last day of the related
Due Period) divided by the aggregate principal balance of the mortgage loans as
of the cut-off date exceeds the applicable percentages set forth below with
respect to such distribution date:

Distribution Date Occurring In   Percentage
------------------------------   ----------
July 2009 through June 2010        3.20%
July 2010 through June 2011        5.00%
July 2011 through June 2012        6.45%
JULY 2012 AND THEREAFTER           7.20%

          TRUSTEE FEE RATE--The Trustee Fee Rate for any distribution date is
0.0025% per annum.

DISTRIBUTIONS ON THE OFFERED CERTIFICATES

          Distributions on the offered certificates will be made by the trustee
beginning in July 2006 on the 25th day of each month or the following business
day if the 25th is not a business day. Each of these dates is referred to as a
distribution date. Distributions on the certificates will be made to the persons
in the names of which such certificates are registered at the close of business
on the related record date. Distributions will be made by wire transfer or
otherwise. In the case of book-entry certificates, distributions will be made by
wire transfer to DTC or its nominee in amounts calculated on the determination
date as described in this prospectus supplement. However, the final
distributions relating to the certificates will be made only upon presentation
and surrender of the certificates at the office or the agency of the trustee
specified in the notice to holders of the final payment. A business day is any
day other than a Saturday or Sunday or a day on which banking institutions in
the States of California or New York or the city in which the corporate trust
office of the trustee is located are required or authorized by law to be closed.

INTEREST DISTRIBUTIONS

          On each distribution date, the Interest Remittance Amount will be
distributed in the following order of priority:

          (i) to the holders of each class of Class A Certificates, on a pro
rata basis based on the entitlement of each such class, the Senior Interest
Distribution Amount allocable to such class of the Class A Certificates; and

          (ii) sequentially, to the holders of the Class M-1 Certificates, Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates,


                                      S-93



Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates and Class
M-10 Certificates, in that order, the Interest Distribution Amount allocable to
each such class.

          On any distribution date, any shortfalls resulting from the
application of the Relief Act and any Prepayment Interest Shortfalls to the
extent not covered by Compensating Interest paid by the servicer will be
allocated first, to the Net Monthly Excess Cash Flow and thereafter, to the
interest accrued on the Class A and Class M Certificates on a pro rata basis
based on the respective amounts of interest accrued on such certificates for
such distribution date. The holders of the Class A and Class M Certificates will
not be entitled to reimbursement for any of these interest shortfalls.

          On the closing date, the trustee will establish a reserve account from
which distributions in respect of Net WAC Rate Carryover Amounts on the Class A
or Class M Certificates will be made. The reserve account will be an asset of
the trust but not of any REMIC. On each distribution date, to the extent
required following the distribution of the Available Distribution Amount, the
trustee will withdraw from amounts in the reserve account to distribute to the
holders of the Class A and Class M Certificates any Net WAC Rate Carryover
Amounts in the following order of priority, in each case to the extent of
amounts remaining in the reserve account in the following order of priority:

          (A) concurrently, to the Class A Certificates, on a pro rata basis
based on the outstanding balance of each such class immediately prior to the
distribution date, but only to the extent of amounts paid under the cap contract
with respect to the Class A Certificates and only up to the related Net WAC Rate
Carryover Amount;

          (B) concurrently, to the Class M Certificates, on a pro rata basis
based on the outstanding balance of each such class immediately prior to the
distribution date, but only to the extent of amounts paid under the cap contract
with respect to the Class M Certificates and only up to the related Net WAC Rate
Carryover Amount;

          (C) to the Class A Certificates, any related unpaid Net WAC Rate
Carryover Amount (after taking into account distributions pursuant to (A)
above), distributed on a pro rata basis based on the remaining undistributed Net
WAC Rate Carryover Amount, but only to the extent of amounts remaining under the
cap contract with respect to the Class A Certificates;

          (D) to the Class M Certificates, any related unpaid Net WAC Rate
Carryover Amount (after taking into account distributions pursuant to (B)
above), distributed on a pro rata basis based on the remaining undistributed Net
WAC Rate Carryover Amount, but only to the extent of amounts remaining under the
cap contract with respect to the Class M Certificates; and

          (E) to the Class A and Class M Certificates from Net Monthly Excess
Cash Flow, any related undistributed Net WAC Rate Carryover Amount (after taking
into account distributions pursuant to (A) through (D) above), distributed in
the following order of priority: (i) to the Class A Certificates, on a pro rata
basis based first on the outstanding certificate principal balance immediately
prior to the Distribution Date, and second on such remaining undistributed Net
WAC Rate Carryover Amount, (ii) sequentially to the Class M Certificates any
such remaining undistributed Net WAC Rate Carryover Amount for each class.


                                      S-94



DETERMINATION OF ONE-MONTH LIBOR

          On each interest determination date, which is the second LIBOR
business day preceding the commencement of each Interest Accrual Period with
respect to the Class A and Class M Certificates, the trustee will determine
one-month LIBOR. One-month LIBOR is the London interbank offered rate for
one-month United States dollar deposits as this rate appears on the Telerate
Page 3750, as of 11:00 a.m. London time on the LIBOR Determination Date. As used
in this section, "LIBOR business day" means a day on which banks are open for
dealing in foreign currency and exchange in London and New York City; "Telerate
Page 3750" means the display page currently so designated on the Telerate
Service or other page as may replace that page on that service for the purpose
of displaying comparable rates or prices. If that rate does not appear on that
page, the trustee will determine one-month LIBOR, in the manner set forth in the
pooling and servicing agreement, on the basis of the rates at which one month
United States dollar deposits are offered in the London interbank market as of
11:00 a.m. London time on the interest determination date.

          The establishment of one-month LIBOR on each interest determination
date by the trustee and the trustee's calculation of the rate of interest
applicable to the Class A and Class M Certificates for the related Interest
Accrual Period will, absent manifest error, be final and binding.

PRINCIPAL DISTRIBUTIONS

          I. On each distribution date (a) prior to a Stepdown Date or (b) on
which a Trigger Event is in effect, the Principal Distribution Amount will be
distributed in the following order of priority:

          (i) sequentially, to the holders of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, in that
order, until the aggregate Certificate Principal Balance of each class of Class
A Certificates has been reduced to zero; and

          (ii) sequentially, to the holders of the Class M-1 Certificates, Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates and Class M-10 Certificates, in that order,
until the Certificate Principal Balance of each such class has been reduced to
zero.

          II. On each distribution date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the Principal Distribution Amount
will be distributed in the following order of priority:

          (i) sequentially, to the holders of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, in that
order, up to an amount equal to the Class A Principal Distribution Amount, until
the aggregate Certificate Principal Balance of each class of Class A
Certificates has been reduced to zero; and

          (ii) sequentially, to the holders of the Class M-1 Certificates, Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates,


                                      S-95



Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates and Class
M-10 Certificates, in that order, up to an amount equal to the related Class M
Principal Distribution Amount until the Certificate Principal Balance of each
such class has been reduced to zero.

          On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described in this section "--Principal
Distributions" in respect of principal among the Class A Certificates will be
disregarded, and the Principal Distribution Amount will be distributed to the
remaining Class A Certificates on a pro rata basis in accordance with their
respective outstanding Certificate Principal Balances.

          The allocation of distributions in respect of principal to the Class A
Certificates on each distribution date (a) prior to the Stepdown Date or (b) on
which a Trigger Event has occurred, will have the effect of accelerating the
amortization of the Class A Certificates while, in the absence of Realized
Losses, increasing the respective percentage interest in the principal balance
of the mortgage loans evidenced by the Class M Certificates and the Class CE
Certificates. Increasing the respective percentage interest in the principal
balance of the mortgage loans of the Class M Certificates and Class CE
Certificates relative to that of the Class A Certificates is intended to
preserve the availability of the subordination provided by these certificates.

NET MONTHLY EXCESS CASH FLOW AND OVERCOLLATERALIZATION

          Net Monthly Excess Cash Flow, if any, will be applied on any
distribution date as follows:

               o    first, to the holders of the class or classes of Class A and
                    Class M Certificates then entitled to receive distributions
                    in respect of principal, in an amount equal to the
                    Overcollateralization Increase Amount, distributable as part
                    of the Principal Distribution Amount;

               o    second, sequentially to the Class M-1 Certificates, Class
                    M-2 Certificates, Class M-3 Certificates, Class M-4
                    Certificates, Class M-5 Certificates, Class M-6
                    Certificates, Class M-7 Certificates, Class M-8
                    Certificates, Class M-9 Certificates and Class M-10
                    Certificates, in that order, in each case up to the related
                    Interest Carry Forward Amount related to such certificates
                    for such distribution date;

               o    third, concurrently, on a pro rata basis to the Class A-1
                    Certificates, Class A-2 Certificates, Class A-3 Certificates
                    and Class A-4 Certificates, and then sequentially to the
                    Class M-1 Certificates, Class M-2 Certificates, Class M-3
                    Certificates, Class M-4 Certificates, Class M-5
                    Certificates, Class M-6 Certificates, Class M-7
                    Certificates, Class M-8 Certificates, Class M-9 Certificates
                    and Class M-10 Certificates, in that order, in each case up
                    to the related Allocated Realized Loss Amount for such class
                    of certificates for such distribution date;

               o    fourth, to the reserve account, for distribution to the
                    holders of the Class A and Class M Certificates, the
                    aggregate amount of any Net WAC Rate Carryover Amounts for
                    such classes, after taking into account amounts, if any,
                    received under the cap contracts;


                                      S-96



               o    fifth, to the holders of the Class CE Certificates as
                    provided in the pooling and servicing agreement; and

               o    sixth, to the holders of the Residual Certificates, any
                    remaining amounts; provided that if such distribution date
                    is the distribution date immediately following the
                    expiration of the latest prepayment charge term or any
                    distribution date thereafter, then any such remaining
                    amounts will be distributed first, to the holders of the
                    Class P Certificates, until the Certificate Principal
                    Balance thereof has been reduced to zero; and second, to the
                    holders of the Residual Certificates.

          On each distribution date, after making the distributions of the
Available Distribution Amount as described above, the trustee will withdraw from
the reserve account, to the extent of amounts remaining on deposit therein, the
aggregate amount of any Net WAC Rate Carryover Amounts with respect to the Class
A and Class M Certificates and distribute such amounts to the holders of the
Class A and Class M Certificates in the order and priority set forth under
"--Interest Distributions" in this prospectus supplement.

          On each distribution date, the trustee will withdraw from the
certificate account all amounts representing prepayment charges in respect of
the mortgage loans received during the related Prepayment Period and will
distribute these amounts to the holders of the Class P Certificates.

          In the event that Realized Losses are incurred on the mortgage loans,
these Realized Losses may result in an overcollateralization deficiency since,
in the absence of Net Monthly Excess Cash Flow applied as principal pursuant to
clause first above, the Realized Losses will reduce the principal balance of the
mortgage loans without a corresponding reduction to the aggregate Certificate
Principal Balances of the Class A and Class M Certificates. In the event of an
overcollateralization deficiency, Net Monthly Excess Cash Flow, subject to
available funds, will be distributed in an amount equal to such
overcollateralization deficiency, which will constitute a principal distribution
of the Class A and Class M Certificates in reduction of the Certificate
Principal Balances thereof. This will have the effect of accelerating the
amortization of the Class A and Class M Certificates relative to the
amortization of the mortgage loans, and of increasing the Overcollateralization
Amount.

          In the event that the Overcollateralization Target Amount is permitted
to step down on any distribution date, a portion of the principal which would
otherwise be distributed to the holders of the Class A and Class M Certificates
on the related distribution date will be part of the Net Monthly Excess Cash
Flow and distributed pursuant to the priorities set forth in this section. This
has the effect of decelerating the amortization of the Class A and Class M
Certificates relative to the amortization of the mortgage loans, and of reducing
the Overcollateralization Amount. However, if on any distribution date a Trigger
Event is in effect, the Overcollateralization Target Amount will not be
permitted to step down on the related distribution date.


                                      S-97



THE CAP CONTRACTS

          The holders of the Class A Certificates and the holders of the Class M
Certificates may benefit from a series of interest rate cap payments from Swiss
Re Financial Products Corporation pursuant to two separate cap contracts. The
cap contracts are intended to partially mitigate, for the first thirty-three
distribution dates with respect to the Class A Certificates, beginning with the
distribution date in July 2006, and for the first forty distribution dates with
respect to the Class M Certificates, beginning with the distribution date in
July 2006, the interest rate risk that could result from the difference between
(a) One-Month LIBOR plus the related Margin and (b) the Net WAC Pass-Through
Rate.

          With respect to the Class A Certificates and each distribution date,
payments under the related cap contract will be made based on (a) an amount
equal to the Class A Cap Contract Notional Balance for that distribution date
and (b) the positive excess of (i) the lesser of (x) One-Month LIBOR and (y) the
related Class A Ceiling Rate, over (ii) the Class A Monthly Strike Rate for that
distribution date, calculated on an actual/360-day basis.

          With respect to the Class M Certificates and each distribution date,
payments under the related cap contract will be made based on (a) an amount
equal to the Class M Cap Contract Notional Balance for that distribution date
and (b) the positive excess of (i) the lesser of (x) One-Month LIBOR and (y) the
related Class M Ceiling Rate, over (ii) the Class M Monthly Strike Rate for that
distribution date, calculated on an actual/360-day basis.

ALLOCATION OF LOSSES

          Any Realized Losses on the mortgage loans will be allocated or covered
on any distribution date as follows:

               first, by Net Monthly Excess Cash Flow;

               second, to the Class CE Certificates, until the Certificate
Principal Balance of the Class CE Certificates has been reduced to zero;

               third, to the Class M-10 Certificates, until the Certificate
Principal Balance of the Class M-10 Certificates has been reduced to zero;

               fourth, to the Class M-9 Certificates, until the Certificate
Principal Balance of the Class M-9 Certificates has been reduced to zero;

               fifth, to the Class M-8 Certificates, until the Certificate
Principal Balance of the Class M-8 Certificates has been reduced to zero;

               sixth, to the Class M-7 Certificates, until the Certificate
Principal Balance of the Class M-7 Certificates has been reduced to zero;

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


                                      S-98



               eighth, to the Class M-5 Certificates, until the Certificate
Principal Balance of the Class M-5 Certificates has been reduced to zero;

               ninth, to the Class M-4 Certificates, until the Certificate
Principal Balance of the Class M-4 Certificates has been reduced to zero;

               tenth, to the Class M-3 Certificates, until the Certificate
Principal Balance of the Class M-3 Certificates has been reduced to zero;

               eleventh, to the Class M-2 Certificates, until the Certificate
Principal Balance of the Class M-2 Certificates has been reduced to zero;

               twelfth, to the Class M-1 Certificates, until the Certificate
Principal Balance of the Class M-1 Certificates has been reduced to zero; and

               thirteenth, concurrently, to the Class A-1, Class A-2, Class A-3
and Class A-4 Certificates on a pro rata basis based on the Certificate

               Principal Balance of each such class, until their respective
Certificate Principal Balances have been reduced to zero.

          The pooling and servicing agreement will not permit the allocation of
Realized Losses to the Class P Certificates.

          Once Realized Losses have been allocated to the Class A and Class M
Certificates, such amounts with respect to such certificates will no longer
accrue interest and such amounts will not be reinstated thereafter (except in
the case of Subsequent Recoveries). However, Allocated Realized Loss Amounts may
be distributed to the holders of the Class A and Class M Certificates from Net
Monthly Excess Cash Flow, according to the priorities set forth under "--Net
Monthly Excess Cash Flow and Overcollateralization" above.

          Any allocation of a Realized Loss to a certificate will be made by
reducing the Certificate Principal Balance of that certificate by the amount so
allocated as of the distribution date in the month following the calendar month
in which the Realized Loss was incurred.

          In order to maximize the likelihood of distribution in full of amounts
of interest and principal to be distributed to holders of the Class A
Certificates, on each distribution date, holders of each class of Class A
Certificates have a right to distributions of interest before distributions of
interest to other classes of certificates and distributions of principal before
distributions of principal to other classes of certificates. In addition,
overcollateralization and the application of Net Monthly Excess Cash Flow will
also increase the likelihood of distribution in full of amounts of principal to
the Class A Certificates on each distribution date and overcollateralization,
the application of Net Monthly Excess Cash Flow and payments received from the
related cap contracts will increase the likelihood of distribution in full of
amounts of interest to the Class A Certificates on each distribution date.

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


                                      S-99



subordination afforded to such class of the Class M Certificates by
overcollateralization and any class of Class M Certificates with a lower
distribution priority.

ADVANCES

          Prior to each distribution date, the servicer is required to make
Advances out of its own funds, or funds held in the Custodial Account that are
not included in the Available Distribution Amount for the distribution date,
with respect to any distributions of principal and interest, net of the related
servicing fees, that were due on the mortgage loans during the related Due
Period on the mortgage loans and that were delinquent on the related
Determination Date, plus amounts representing assumed payments of interest not
covered by any current net income on the mortgage properties acquired by
foreclosure or deed in lieu of foreclosure. The advances are referred to in this
prospectus supplement as Advances.

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

          All Advances will be reimbursable to the servicer on a first priority
basis from late collections, Insurance Proceeds and Liquidation Proceeds from
the mortgage loan as to which the unreimbursed Advance was made. In addition,
any Advances previously made which are deemed by the servicer to be
nonrecoverable from related late collections, Insurance Proceeds and Liquidation
Proceeds may be reimbursed to the servicer out of any funds in the Custodial
Account prior to distributions on the Class A and Class M Certificates. In the
event that the servicer fails in its obligation to make any required advance,
the trustee, in its capacity as successor servicer, will be obligated to make
the advance, to the extent required in the pooling and servicing agreement.

          The pooling and servicing agreement will provide that the servicer may
enter into a facility with any person which provides that such person, or the
advancing person, may directly or indirectly fund Advances and/or servicing
advances, although no such facility will reduce or otherwise affect the
servicer's obligation to fund these Advances and/or servicing advances. No
facility will require the consent of the certificateholders or the trustee. Any
Advances and/or servicing advances made by an advancing person would be
reimbursed to the advancing person under the same provisions pursuant to which
reimbursements would be made to the servicer if those advances were funded by
the servicer, but on a priority basis in favor of the advancing person as
opposed to the servicer or any successor servicer, and without being subject to
any


                                      S-100



right of offset that the trustee or the trust might have against the servicer or
any successor servicer.

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

RESIDUAL INTERESTS

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

REPORTS TO CERTIFICATEHOLDERS

          The trustee will be required to make the reports referred to in the
prospectus under "Description of the Certificates--Reports to
Certificateholders" available each month to the certificateholders and other
parties referred to in the pooling and servicing agreement via the trustee's
website at www.ctslink.com. For purposes of any electronic version of this
prospectus supplement, the preceding uniform resource locator, or URL, is an
inactive textual reference only. We have taken steps to ensure that this URL
reference was inactive at the time the electronic version of this prospectus
supplement was created. In addition, for so long as the issuing entity is
required to file reports with the Commission under the Securities Exchange Act
of 1934, the issuing entity's annual report on Form 10-K, distribution reports
on Form 10-D, current reports on Form 8-K and amendments to those reports will
be made available on such website as soon as reasonably practicable after such
materials are electronically filed with, or furnished to, the Commission under
file number 333-130210. See also "Pooling and Servicing Agreement -- Reports to
Certificateholders" in the prospectus for a more detailed description of
certificateholder reports.

RIGHTS OF THE HOLDERS OF THE CLASS CE CERTIFICATES

          Pursuant to the pooling and servicing agreement, the servicer will
provide the holder of the Class CE Certificates (in such capacity, the "CE
Holder") with certain supplemental reporting and the CE Holder will have the
right to direct the servicer's actions with respect to defaulted mortgage loans.
In addition, the CE Holder will have the right to consent to the appointment of
any subservicer. The CE Holder will rely upon mortgage loan data that is
provided to it by the servicer in performing its advisory and monitoring
functions.

                       YIELD AND PREPAYMENT CONSIDERATIONS

GENERAL

          The yield to maturity on each class of Class A and Class M
Certificates will be primarily affected by the following factors:


                                      S-101



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

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

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

          o    the pass-through rate on that class of Class A and Class M
               Certificates;

          o    the purchase price paid for that class of Class A and Class M
               Certificates; and

          o    the timing of the exercise of the optional termination by the
               majority holder of the Class CE Certificates.

          For additional considerations relating to the yields on the Class A
and Class M Certificates, see "Yield Considerations" and "Maturity and
Prepayment Considerations" in the prospectus.

          Approximately 13.88% of the mortgage loans (by aggregate principal
balance of the mortgage loans as of the cut-off date) require the related
borrowers to make monthly payments of accrued interest, but not principal, for
up to five years following origination. After the interest-only period, the
related borrower's monthly payment will be recalculated to cover both interest
and principal so that the mortgage loan will be paid in full by its final
payment date. As a result, because the monthly payment increases, the related
borrower may not be able to pay the increased amount and may default or may
refinance the loan to avoid the higher payment. In addition, because no
scheduled principal payments are required to be made on these mortgage loans for
a period of time, the Class A and Class M Certificates will receive smaller
scheduled principal distributions during that period than they would have
received if the related borrowers were required to make monthly payments of
interest and principal from origination of these mortgage loans.

PREPAYMENT CONSIDERATIONS

          The yield to maturity and the aggregate amount of distributions on
each class of Class A and Class M Certificates will be affected by the rate and
timing of principal payments on the mortgage loans and the amount and timing of
mortgagor defaults resulting in Realized Losses on the mortgage loans. These
yields may be significantly affected by a higher or lower than anticipated rate
of principal payments on the mortgage loans. The rate of principal payments on
the mortgage loans will in turn be affected by the amortization schedules of the
mortgage loans, the rate and timing of principal prepayments thereon by the
mortgagors, liquidations or modifications of defaulted mortgage loans and
purchases of mortgage loans due to breaches of representations and warranties.
The timing of changes in the rate of prepayments, liquidations and purchases of
the mortgage loans may, and the timing of Realized Losses on the mortgage loans
will, significantly affect the yield to an investor in the Class A and Class M
Certificates, even if the average rate of principal payments experienced over
time is consistent with an


                                      S-102



investor's expectation. Since the rate and timing of principal payments on the
mortgage loans will depend on future events and on a variety of factors, as
described in this prospectus supplement, no assurance can be given as to the
rate or the timing of principal distributions on the Class A and Class M
Certificates.

          The mortgage loans may be prepaid by the mortgagors at any time in
full or in part, although approximately 69.11% of the mortgage loans (by
aggregate principal balance of the mortgage loans as of the cut-off date)
provide for payment of a prepayment charge. Prepayment charges may reduce the
rate of prepayment on the mortgage loans until the end of the period during
which these prepayment charges apply. See "Description of the Mortgage Pool" in
this prospectus supplement Some state laws restrict the imposition of prepayment
charges even when the mortgage loans expressly provide for the collection of
those charges. As a result, it is possible that prepayment charges may not be
collected even on mortgage loans that provide for the payment of these charges.
In any case, these amounts will not be available for distribution on the Class A
and Class M Certificates. See "Certain Legal Aspects of Mortgage Loans and
Contracts--Default Interest and Limitations on Prepayments" in the prospectus.
The Class P Certificateholders shall receive the amount of any payments or
collections in the nature of prepayment charges on the mortgage loans received
by the servicer in respect of the related Due Period.

          The adjustable-rate loans typically are assumable under some
circumstances if, in the sole judgment of the servicer or subservicer, the
prospective purchaser of a mortgaged property is creditworthy and the security
for the mortgage loan is not impaired by the assumption.

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

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


                                      S-103



          The servicer may allow the refinancing of a mortgage loan by accepting
prepayments thereon and permitting a new loan secured by a mortgage on the same
property. In the event of such a refinancing, the new loan would not be included
in the trust fund and, therefore, the refinancing would have the same effect as
a prepayment in full of the related mortgage loan. The servicer may, from time
to time, implement programs designed to encourage refinancing, subject to the
limitations set forth in the Pooling and Servicing Agreement. These programs may
include, without limitation, modifications of existing loans, targeted
solicitations, the offering of pre-approved applications, reduced origination
fees or closing costs, or other financial incentives. Targeted solicitations may
be based on a variety of factors, including the credit of the borrower or the
location of the mortgaged property.

          The rate of default on mortgage loans that are refinanced by the
borrower, were originated with limited documentation, or are mortgage loans with
high loan to value ratios, may be higher than for other types of mortgage loans.
As a result of the underwriting standards applicable to the mortgage loans, the
mortgage loans are likely to experience rates of delinquency, foreclosure,
bankruptcy and loss that are higher, and that may be substantially higher, than
those experienced by mortgage loans underwritten in accordance with the
standards applied by Fannie Mae and Freddie Mac first lien and second lien
mortgage loan purchase programs. See "Description of the Mortgage Pool--The
Originators--Underwriting Guidelines." In addition, because of these
underwriting criteria and their likely effect on the delinquency, foreclosure,
bankruptcy and loss experience of the mortgage loans, the mortgage loans will
generally be serviced in a manner intended to result in a faster exercise of
remedies, which may include foreclosure, in the event mortgage loan
delinquencies and defaults occur, than would be the case if the mortgage loans
were serviced in accordance with those other programs. Furthermore, the rate and
timing of prepayments, defaults and liquidations on the mortgage loans will be
affected by the general economic condition of the region of the country in which
the mortgaged properties are located. The risk of delinquencies and loss is
greater, and prepayments are less likely, in regions where a weak or
deteriorating economy exists, as may be evidenced by, among other factors,
increasing unemployment or falling property values. The servicer has a limited
right, but not an obligation, to repurchase some defaulted mortgage loans at a
price equal to the unpaid principal balance thereof plus accrued and unpaid
interest, resulting in a distribution of principal on the Class A and Class M
Certificates earlier than might have been the case if foreclosure proceedings
had been commenced. See "Maturity and Prepayment Considerations" in the
prospectus.

ALLOCATION OF PRINCIPAL DISTRIBUTIONS

          The yields to maturity of the Class A and Class M Certificates will be
affected by the allocation of principal distributions among the Class A and
Class M Certificates and the extent of any Overcollateralization Reduction
Amount. The Class A and Class M Certificates are subject to priorities for
distribution of principal as described in this prospectus supplement.
Distributions of principal and the weighted average lives of classes having an
earlier priority of distribution will be affected by the rates of prepayment of
the mortgage loans early in the life of those mortgage loans. The timing of
commencement of principal distributions and the weighted average lives of the
Class A and Class M Certificates with a later priority of distribution will be
affected by the rates of prepayment of the mortgage loans both before and after
the commencement of principal distributions on those classes. In addition, the
rate and timing of


                                      S-104



principal distributions on and the weighted average lives of the Class A and
Class M Certificates will be affected primarily by the rate and timing of
principal payments, including prepayments, defaults, realized losses,
liquidations and purchases, on the mortgage loans.

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

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

          Such delinquencies may affect the yields to investors on such classes
of the Class M Certificates, and, even if subsequently cured, may affect the
timing of the receipt of distributions by the holders of such classes of Class M
Certificates. In addition, a higher than expected rate of delinquencies or
Realized Losses will also affect the rate of principal distributions on one or
more classes of the Class M Certificates if delinquencies or Realized Losses
cause a Trigger Event.

          The yields to maturity of the Class A and Class M Certificates may
also be affected to the extent any Net Monthly Excess Cash Flow is used to
accelerate distributions of principal on the Class A and Class M Certificates
and to the extent any Overcollateralization Reduction Amount is used to
decelerate principal on the Class A and Class M Certificates. In addition, the
amount of the Overcollateralization Increase Amount distributed to the Class A
or Class M Certificates on any distribution date will be affected by, among
other things, the level of delinquencies and Realized Losses on the mortgage
loans, and the level of One-Month LIBOR and Six-Month LIBOR. See "Description of
the Certificates--Net Monthly Excess Cash Flow and Overcollateralization" in
this prospectus supplement.

REALIZED LOSSES AND INTEREST SHORTFALLS

          The yield to maturity and the aggregate amount of distributions on
each class of Class A and Class M Certificates will be affected by the timing of
borrower defaults resulting in Realized Losses on the mortgage loans, to the
extent such losses are not covered by credit support in the form of Net Monthly
Excess Cash Flow, overcollateralization, or subordination provided by any


                                      S-105



Class M Certificates with a lower distribution priority. Furthermore, as
described in this prospectus supplement, the timing of receipt of principal and
interest by the Class A and Class M Certificates may be adversely affected by
Realized Losses or delinquencies on the related mortgage loans if those Realized
Losses or delinquencies result in a change in the Overcollateralization Target
Amount.

          The amount of interest otherwise distributable to holders of each
class of Class A and Class M Certificates will be reduced by any interest
shortfalls, including Prepayment Interest Shortfalls, on the mortgage loans to
the extent not covered by the Net Monthly Excess Cash Flow or by the servicer in
each case as described in this prospectus supplement. These shortfalls will not
be offset by a reduction in the servicing fees payable to the servicer or
otherwise, except as described in this prospectus supplement with respect to
Prepayment Interest Shortfalls. Prepayment Interest Shortfalls will not be
covered by Net Monthly Excess Cashflow and Net WAC Rate Carryover Amounts will
only be covered by Net Monthly Excess Cash Flow to the extent described in this
prospectus supplement. See "Description of the Certificates--Interest
Distributions" in this prospectus supplement for a discussion of possible
shortfalls in the collection of interest.

PASS-THROUGH RATES

          The yields to maturity on the Class A and Class M Certificates will be
affected by their Pass-Through Rates.

          Each class of Class A and Class M Certificates may not always receive
interest at a rate equal to One-Month LIBOR plus the related Margin. If the Net
WAC Pass-Through Rate is less than One-Month LIBOR plus the related Margin for a
class of Class A or Class M Certificates, the Pass-Through Rate on that class
will be limited to the Net WAC Pass-Through Rate. Thus, the yield to investors
in the Class A and Class M Certificates will be sensitive to fluctuations in the
level of One-Month LIBOR and may be adversely affected by the application of the
Net WAC Pass-Through Rate. Therefore, the prepayment of mortgage loans with
higher mortgage rates may result in a lower Pass-Through Rate on the Class A and
Class M Certificates. If on any distribution date the application of the Net WAC
Pass-Through Rate results in an interest distribution lower than One-Month LIBOR
plus the related Margin on any class of Class A and Class M Certificates during
the related Interest Accrual Period, the value of that class may be temporarily
or permanently reduced.

          Investors in the Class A and Class M Certificates should be aware that
approximately 88.40% of the mortgage loans (by aggregate principal balance of
the mortgage loans as of the cut-off date) have adjustable interest rates.
Consequently, the interest that becomes due on an adjustable-rate loan during
the related Due Period may be less than interest that would accrue on the
related certificates at the rate of One-Month LIBOR plus the related Margin. In
a rising interest rate environment, any class of Class A or Class M Certificates
may receive interest at the Net WAC Pass-Through Rate for a protracted period of
time. In addition, in this situation, there would be little or no Net Monthly
Excess Cash Flow to cover Realized Losses and to maintain the required amount of
overcollateralization. In addition, because the initial mortgage rates on the
adjustable-rate loans may be lower than the related minimum mortgage rates, the
Net WAC Pass-Through Rate will initially be less than it will be once the
adjustable-rate loans have all


                                      S-106



adjusted to their fully-indexed rate. Therefore, prior to the month in which all
of the adjustable-rate loans have adjusted to their fully-indexed rate, there is
a greater risk that the Pass-Through Rate on any class of Class A or Class M
Certificates may be limited by the Net WAC Pass-Through Rate.

          To the extent the Net WAC Pass-Through Rate is applicable on any class
of Class A and Class M Certificates the difference between the Net WAC
Pass-Through Rate and One-Month LIBOR plus the related Margin will create a
shortfall that will carry forward with interest thereon. These shortfalls will
be distributable only from Net Monthly Excess Cash Flow and proceeds from the
related cap contract, in each case to the extent described in this prospectus
supplement, and may remain undistributed on the optional termination date and
final distribution date.

PURCHASE PRICE

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

FINAL SCHEDULED DISTRIBUTION DATES

          The final scheduled distribution date with respect to the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4
Certificates will be the distribution date in August 2031, April 2036, April
2036 and May 2036, respectively, assuming (i) the mortgage loans prepay at a
constant rate of 0% CPR and (ii) the structuring assumptions described under
"--Weighted Average Life" below. The actual final distribution date of each
class of the Class M Certificates will be the distribution date in June 2036,
which is the distribution date occurring in the month following the last
scheduled monthly payment on any mortgage loan.

          Due to Realized Losses and prepayments on the mortgage loans, the
actual final distribution date on any class of Class A and Class M Certificates
may be substantially earlier. In addition, the actual final distribution date on
any class of Class A and Class M Certificates may be later than the final
scheduled distribution date therefor. No event of default under the pooling and
servicing agreement will arise or become applicable solely by reason of the
failure to retire the entire Certificate Principal Balance of any class of Class
A and Class M Certificates on or before its final scheduled distribution date.

WEIGHTED AVERAGE LIFE

          Weighted average life refers to the average amount of time that will
elapse from the date of issuance of a security to the date of distribution of
net reduction of principal balance of the


                                      S-107



security. The weighted average life of each class of Class A and Class M
Certificates will be influenced by, among other things, the rate at which
principal of the mortgage loans is paid, which may be in the form of scheduled
amortization, prepayments or liquidations.

          The prepayment model used in this prospectus supplement, referred to
in this prospectus supplement as PPC, represents an assumed rate of prepayment
each month relative to the then outstanding principal balance of a pool of
mortgage loans. The Class A and Class M Certificates were structured on the
basis of, among other things, a PPC of 100% for the mortgage loans. 100% PPC
prepayment assumption assumes, with respect to 2-year and shorter fixed rate
period Adjustable Rate Mortgage Loans (i) a constant prepayment rate of 2.0% CPR
of the then outstanding principal balance of the mortgage loans in the first
month of the life of the mortgage loans, (ii) building to 30.0% CPR by the
twelfth month; (iii) a constant prepayment rate of 30.0% CPR in the thirteenth
through the twenty-second month; (iv) a constant prepayment rate of 60.0% CPR in
the twenty-third through twenty-seventh month; and (v) a constant prepayment
rate of 35.0% CPR for month twenty-eight and thereafter. 100% PPC prepayment
assumption assumes, with respect to 3-year and longer fixed rate period
Adjustable Rate Mortgage Loans (i) a constant prepayment rate of 2.0% CPR of the
then outstanding principal balance of the mortgage loans in the first month of
the life of the mortgage loans, (ii) building to 30.0% CPR by the twelfth month;
(iii) a constant prepayment rate of 30.0% CPR in the thirteenth through the
thirty-fourth month; (iv) a constant prepayment rate of 60.0% CPR in the
thirty-fifth through thirty-ninth month; and (v) a constant prepayment rate of
35.0% CPR for month forty and thereafter. 100% PPC prepayment assumption
assumes, with respect to Fixed-Rate Mortgage Loans (i) a constant prepayment
rate of 4.0% CPR of the then outstanding principal balance of the mortgage loans
in the first month of the life of the mortgage loans; and (ii) building to 23.0%
CPR by the twelfth month and remaining at 23.0% CPR thereafter. The prepayment
model used in this prospectus supplement also assumes that the rate of
prepayments on the mortgage loans will not exceed 85% CPR per annum for any
period. No representation is made that the mortgage loans will prepay at that or
any other rate.

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

          o    as of the date of issuance of the Class A and Class M
               Certificates, the mortgage loans have the following
               characteristics:


                                      S-108





                                                 Original  Remaining    Original
                          Aggregate     Gross     Term to   Term to   Amortization
 Loan                     Principal    Mortgage  Maturity   Maturity      Term
Number       Type        Balance ($)   Rate (%)  (months)   (months)    (months)
------  -------------  --------------  --------  --------  -----------------------

   1       2/1 ARM         284,309.80    8.600      360        358         360
   2       2/1 ARM      15,929,421.79    8.790      360        358         360
   3       2/1 ARM         576,796.42    7.257      360        358         360
   4       2/1 ARM       2,908,424.54    8.166      360        359         360
   5       2/1 ARM      14,485,431.23    8.820      360        358         360
   6       2/1 ARM         403,628.03    9.383      360        358         360
   7       2/1 ARM       8,036,567.54    8.608      360        358         360
   8       2/1 ARM       1,236,061.29    9.031      360        358         360
   9       2/1 ARM      12,412,310.74    8.473      360        359         360
  10       2/1 ARM     101,925,514.30    8.327      360        358         360
  11       2/1 ARM      88,272,934.31    8.944      360        358         360
  12    2/1 ARM 5Y-IO    1,731,441.00    8.232      360        357         300
  13    2/1 ARM 5Y-IO      327,200.00    7.483      360        358         300
  14    2/1 ARM 5Y-IO      301,150.00    7.950      360        356         300
  15    2/1 ARM 5Y-IO    4,195,155.88    7.837      360        358         300
  16    2/1 ARM 5Y-IO      440,000.00    8.175      360        358         300
  17    2/1 ARM 5Y-IO    3,037,556.88    8.144      360        358         300
  18    2/1 ARM 5Y-IO    8,940,610.80    7.986      360        358         300
  19    2/1 ARM 5Y-IO   77,968,491.55    7.726      360        358         300
  20    2/1 ARM 5Y-IO   24,012,362.04    8.296      360        358         300
  21       3/1 ARM         727,948.90    9.116      360        358         360
  22       3/1 ARM         113,598.68    8.750      360        354         360
  23       3/1 ARM         703,143.35    7.297      360        358         360
  24       3/1 ARM       1,170,662.96    8.448      360        357         360
  25       3/1 ARM       2,711,607.64    8.275      360        358         360
  26       3/1 ARM       1,939,828.61    8.075      360        358         360
  27    3/1 ARM 5Y-IO      111,999.99    7.990      360        358         300
  28    3/1 ARM 5Y-IO      189,000.00    6.250      360        358         300
  29    3/1 ARM 5Y-IO      268,319.99    8.450      360        359         300
  30    3/1 ARM 5Y-IO      573,349.98    7.321      360        358         300
  31    3/1 ARM 5Y-IO      921,600.00    7.964      360        358         300
  32    3/1 ARM 5Y-IO      645,200.00    8.104      360        358         300
  33    3/1 ARM 5Y-IO    6,414,514.32    7.435      360        358         300
  34    3/1 ARM 5Y-IO      823,400.00    7.741      360        358         300
  35    40/30 2/1 ARM      116,198.89    7.675      360        358         480
  36    40/30 2/1 ARM    8,905,651.11    8.723      360        358         480
  37    40/30 2/1 ARM    4,188,334.46    7.274      360        358         480
  38    40/30 2/1 ARM    3,106,624.69    8.978      360        358         480
  39    40/30 2/1 ARM   15,215,764.14    8.500      360        358         480
  40    40/30 2/1 ARM      319,560.84    8.500      360        356         480
  41    40/30 2/1 ARM      652,507.75    8.464      360        358         480
  42    40/30 2/1 ARM   16,972,211.34    8.154      360        359         480
  43    40/30 2/1 ARM      440,083.17    9.008      360        357         480
  44    40/30 2/1 ARM   11,837,566.97    8.425      360        358         480
  45    40/30 2/1 ARM  231,476,616.93    7.987      360        358         480
  46    40/30 2/1 ARM  149,197,440.79    8.697      360        358         480
  47    40/30 3/1 ARM      191,151.02    8.980      360        358         480
  48    40/30 3/1 ARM      256,292.33    8.775      360        358         480
  49    40/30 3/1 ARM    1,036,674.64    9.531      360        359         480
  50    40/30 3/1 ARM      197,047.55    7.330      360        359         480
  51    40/30 3/1 ARM    1,275,696.28    7.693      360        359         480
  52    40/30 3/1 ARM    3,568,158.55    8.019      360        359         480
  53     40/30 Fixed       483,507.60    7.561      360        358         480


                                                 Gross     Gross   Remaining
         Original                              Lifetime  Lifetime   Interest
         Months to  Gross   Initial  Periodic   Minimum   Maximum     Only
 Loan   First Rate  Margin    Rate   Rate Cap    Rate      Rate      Period
Number  Adjustment    (%)   Cap (%)    (%)        (%)       (%)     (Months)
------  ----------  ------  -------  --------  --------  --------  ---------

   1        24       6.103   1.500     1.500     8.600    15.600        0
   2        24       6.160   1.500     1.500     8.790    15.790        0
   3        24       6.567   1.500     1.500     7.333    14.257        0
   4        24       6.155   1.500     1.500     8.166    15.166        0
   5        24       6.253   1.500     1.500     8.820    15.820        0
   6        24       6.290   1.500     1.500     9.383    16.383        0
   7        24       6.268   1.500     1.500     8.608    15.608        0
   8        24       6.211   1.500     1.500     9.031    16.031        0
   9        24       6.258   1.500     1.500     8.473    15.473        0
  10        24       6.195   1.500     1.500     8.328    15.327        0
  11        24       6.238   1.500     1.500     8.944    15.944        0
  12        24       6.111   1.500     1.500     8.232    15.232       57
  13        24       6.116   1.500     1.500     7.483    14.483       58
  14        24       6.050   1.500     1.500     7.950    14.950       56
  15        24       6.062   1.500     1.500     7.837    14.837       58
  16        24       6.300   1.500     1.500     8.175    15.175       58
  17        24       6.139   1.500     1.500     8.144    15.144       58
  18        24       6.092   1.500     1.500     7.986    14.986       58
  19        24       6.141   1.500     1.500     7.726    14.726       58
  20        24       6.150   1.500     1.500     8.296    15.296       58
  21        36       6.179   1.500     1.500     9.116    16.116        0
  22        36       5.950   1.500     1.500     8.750    15.750        0
  23        36       5.950   1.500     1.500     7.297    14.297        0
  24        36       6.257   1.500     1.500     8.448    15.448        0
  25        36       6.121   1.500     1.500     8.275    15.275        0
  26        36       6.090   1.500     1.500     8.075    15.075        0
  27        36       5.950   1.500     1.500     7.990    14.990       58
  28        36       6.300   1.500     1.500     6.300    13.250       58
  29        36       6.169   1.500     1.500     8.450    15.450       59
  30        36       6.050   1.500     1.500     7.321    14.321       58
  31        36       6.014   1.500     1.500     7.964    14.964       58
  32        36       6.059   1.500     1.500     8.104    15.104       58
  33        36       6.151   1.500     1.500     7.451    14.435       58
  34        36       5.997   1.442     1.442     7.741    14.625       58
  35        24       6.050   1.500     1.500     7.675    14.675        0
  36        24       6.164   1.500     1.500     8.723    15.723        0
  37        24       6.095   1.500     1.500     7.337    14.274        0
  38        24       6.230   1.500     1.500     8.978    15.978        0
  39        24       6.178   1.500     1.500     8.500    15.500        0
  40        24       5.950   1.500     1.500     8.500    15.500        0
  41        24       6.281   1.500     1.500     8.464    15.464        0
  42        24       6.241   1.500     1.500     8.158    15.154        0
  43        24       6.217   1.500     1.500     9.008    16.008        0
  44        24       6.208   1.500     1.500     8.471    15.425        0
  45        24       6.235   1.500     1.500     7.995    14.987        0
  46        24       6.221   1.500     1.500     8.698    15.697        0
  47        36       6.173   1.500     1.500     8.980    15.980        0
  48        36       5.950   1.500     1.500     8.775    15.775        0
  49        36       6.482   1.500     1.500     9.531    16.531        0
  50        36       6.050   1.500     1.500     7.330    14.330        0
  51        36       6.290   1.500     1.500     7.693    14.693        0
  52        36       6.096   1.500     1.500     8.019    15.019        0
  53        N/A       N/A     N/A       N/A       N/A       N/A       N/A



                                     S-109






                                                 Original  Remaining    Original
                          Aggregate     Gross     Term to   Term to   Amortization
 Loan                     Principal    Mortgage  Maturity   Maturity      Term
Number       Type        Balance ($)   Rate (%)  (months)   (months)    (months)
------  -------------  --------------  --------  --------  -----------------------

  54     40/30 Fixed       185,725.00    7.350      360       357          480
  55     40/30 Fixed       170,852.48    8.500      360       358          480
  56     40/30 Fixed       774,707.32    8.528      360       358          480
  57     40/30 Fixed     1,312,608.60    7.600      360       358          480
  58     40/30 Fixed       498,126.82    8.437      360       358          480
  59     40/30 Fixed        85,398.56    8.250      360       357          480
  60     40/30 Fixed     5,441,207.73    8.029      360       358          480
  61     40/30 Fixed       517,537.80    7.616      360       359          480
  62     40/30 Fixed    15,203,540.93    7.933      360       358          480
  63     40/30 Fixed     4,020,502.00    8.372      360       358          480
  64        Fixed          224,538.66    7.700      360       359          360
  65        Fixed          108,228.99    8.150      360       359          360
  66        Fixed           19,988.04   11.850      360       358          360
  67        Fixed        3,337,853.00    8.395      356       355          356
  68        Fixed           95,619.95   11.925      360       358          360
  69        Fixed        1,070,971.16    7.580      360       358          360
  70        Fixed        1,206,714.19    7.994      360       358          360
  71        Fixed           89,057.98   11.912      360       358          360
  72        Fixed        4,180,768.65    8.055      358       356          358
  73        Fixed           16,493.52   10.600      360       359          360
  74        Fixed          201,712.90    7.750      360       358          360
  75        Fixed          129,497.61   11.282      360       358          360
  76        Fixed        1,372,107.01    8.209      335       333          335
  77        Fixed          127,564.76    7.650      360       358          360
  78        Fixed        6,242,778.87    7.647      357       356          357
  79        Fixed          350,038.52   11.874      360       358          360
  80        Fixed        1,625,715.43    7.413      360       358          360
  81        Fixed        3,985,295.29   11.370      360       358          360
  82        Fixed       35,699,451.87    7.823      354       352          354
  83        Fixed        1,087,980.75   10.964      360       358          360
  84        Fixed       15,772,579.20    8.635      347       345          347
  85        Fixed        3,759,080.37   11.652      360       358          360


                                                 Gross     Gross   Remaining
         Original                              Lifetime  Lifetime   Interest
         Months to  Gross   Initial  Periodic   Minimum   Maximum     Only
 Loan   First Rate  Margin    Rate   Rate Cap    Rate      Rate      Period
Number  Adjustment    (%)   Cap (%)    (%)        (%)       (%)     (Months)
------  ----------  ------  -------  --------  --------  --------  ---------

  54        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  55        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  56        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  57        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  58        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  59        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  60        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  61        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  62        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  63        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  64        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  65        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  66        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  67        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  68        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  69        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  70        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  71        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  72        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  73        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  74        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  75        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  76        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  77        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  78        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  79        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  80        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  81        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  82        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  83        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  84        N/A       N/A     N/A       N/A       N/A       N/A       N/A
  85        N/A       N/A     N/A       N/A       N/A       N/A       N/A



                                     S-110



          o    the scheduled monthly payment for each mortgage loan has been
               based on its outstanding balance, mortgage rate and remaining
               term to maturity (after taking into account the interest-only
               period, if any), so that the mortgage loan will amortize in
               amounts sufficient for its repayment over its remaining term to
               maturity (after taking into account the interest-only period, if
               any) or, in the case of balloon loans, will amortize in amounts
               sufficient for their repayment based on a 40 year original
               amortization schedule;

          o    the mortgage rate on each adjustable-rate loan will be adjusted
               on each adjustment date to a rate equal to the related index plus
               the applicable note margin, subject to a lifetime maximum
               mortgage rate, lifetime minimum mortgage rate and periodic rate
               caps, as applicable, with the scheduled monthly payment adjusted
               accordingly to fully amortize the mortgage loan (after taking
               into account the interest-only period, if any) or, in the case of
               a balloon loan, with the scheduled monthly payment adjusted
               accordingly to fully amortize the mortgage loan based on a 40
               year original amortization schedule;

          o    neither the applicable originator nor the servicer will
               repurchase any mortgage loan, and the majority holder of the
               Class CE Certificates will not exercise its option to purchase
               the mortgage loans on the first distribution date when the
               aggregate principal balance of the mortgage loans remaining in
               the trust at the time of purchase and mortgage loans relating to
               the REO Property remaining in the trust at the time of purchase
               is less than 10% of the aggregate principal balance as of the
               cut-off date, except where indicated;

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

          o    there is no Prepayment Interest Shortfall, Relief Act Shortfall,
               Net WAC Rate Carryover Amount or any other interest shortfall in
               any month;

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

          o    payments on the mortgage loans earn no reinvestment return;

          o    the Certificate Principal Balance of the Class P Certificates is
               assumed to be $0;

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

          o    One-Month LIBOR and Six-Month LIBOR remain constant at 5.08125%
               per annum and 5.31000% per annum, respectively;


                                      S-111



          o    the trustee fee rate is assumed to be 0.0025% per annum;

          o    prepayments representing payments in full of individual mortgage
               loans are received on the last day of each month commencing June
               2006 and include 30 days interest on the mortgage loan; and

          o    the certificates will be purchased on June 21, 2006.

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

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


                                      S-112



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                              CLASS A-1 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100      100      100       100       100       100
June 25, 2007...............................      99       73       60        46        33        19
June 25, 2008...............................      98       27        0         0         0         0
June 25, 2009...............................      97        0        0         0         0         0
June 25, 2010...............................      96        0        0         0         0         0
June 25, 2011...............................      95        0        0         0         0         0
June 25, 2012...............................      93        0        0         0         0         0
June 25, 2013...............................      92        0        0         0         0         0
June 25, 2014...............................      90        0        0         0         0         0
June 25, 2015...............................      88        0        0         0         0         0
June 25, 2016...............................      86        0        0         0         0         0
June 25, 2017...............................      84        0        0         0         0         0
June 25, 2018...............................      81        0        0         0         0         0
June 25, 2019...............................      78        0        0         0         0         0
June 25, 2020...............................      75        0        0         0         0         0
June 25, 2021...............................      71        0        0         0         0         0
June 25, 2022...............................      67        0        0         0         0         0
June 25, 2023...............................      63        0        0         0         0         0
June 25, 2024...............................      58        0        0         0         0         0
June 25, 2025...............................      52        0        0         0         0         0
June 25, 2026...............................      46        0        0         0         0         0
June 25, 2027...............................      39        0        0         0         0         0
June 25, 2028...............................      31        0        0         0         0         0
June 25, 2029...............................      22        0        0         0         0         0
June 25, 2030...............................      13        0        0         0         0         0
June 25, 2031...............................       2        0        0         0         0         0
June 25, 2032...............................       0        0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   17.71     1.57     1.21      1.00      0.85      0.75
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   17.71     1.57     1.21      1.00      0.85      0.75


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-113



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                              CLASS A-2 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100      100      100       100       100       100
June 25, 2007...............................     100      100      100       100       100       100
June 25, 2008...............................     100      100       91        36         0         0
June 25, 2009...............................     100       88       15         0         0         0
June 25, 2010...............................     100       43        5         0         0         0
June 25, 2011...............................     100       24        0         0         0         0
June 25, 2012...............................     100        8        0         0         0         0
June 25, 2013...............................     100        0        0         0         0         0
June 25, 2014...............................     100        0        0         0         0         0
June 25, 2015...............................     100        0        0         0         0         0
June 25, 2016...............................     100        0        0         0         0         0
June 25, 2017...............................     100        0        0         0         0         0
June 25, 2018...............................     100        0        0         0         0         0
June 25, 2019...............................     100        0        0         0         0         0
June 25, 2020...............................     100        0        0         0         0         0
June 25, 2021...............................     100        0        0         0         0         0
June 25, 2022...............................     100        0        0         0         0         0
June 25, 2023...............................     100        0        0         0         0         0
June 25, 2024...............................     100        0        0         0         0         0
June 25, 2025...............................     100        0        0         0         0         0
June 25, 2026...............................     100        0        0         0         0         0
June 25, 2027...............................     100        0        0         0         0         0
June 25, 2028...............................     100        0        0         0         0         0
June 25, 2029...............................     100        0        0         0         0         0
June 25, 2030...............................     100        0        0         0         0         0
June 25, 2031...............................     100        0        0         0         0         0
June 25, 2032...............................      81        0        0         0         0         0
June 25, 2033...............................      56        0        0         0         0         0
June 25, 2034...............................      37        0        0         0         0         0
June 25, 2035...............................      22        0        0         0         0         0
June 25, 2036...............................       0        0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   27.55     4.19     2.68      2.00      1.76      1.56
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   27.55     4.19     2.68      2.00      1.76      1.56


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-114



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                               CLASS A-3 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100      100      100       100       100       100
June 25, 2007...............................     100      100      100       100       100       100
June 25, 2008...............................     100      100      100       100        65         0
June 25, 2009...............................     100      100      100         9         0         0
June 25, 2010...............................     100      100      100         9         0         0
June 25, 2011...............................     100      100       72         9         0         0
June 25, 2012...............................     100      100       44         1         0         0
June 25, 2013...............................     100       89       22         0         0         0
June 25, 2014...............................     100       66        6         0         0         0
June 25, 2015...............................     100       48        0         0         0         0
June 25, 2016...............................     100       32        0         0         0         0
June 25, 2017...............................     100       20        0         0         0         0
June 25, 2018...............................     100        9        0         0         0         0
June 25, 2019...............................     100        *        0         0         0         0
June 25, 2020...............................     100        0        0         0         0         0
June 25, 2021...............................     100        0        0         0         0         0
June 25, 2022...............................     100        0        0         0         0         0
June 25, 2023...............................     100        0        0         0         0         0
June 25, 2024...............................     100        0        0         0         0         0
June 25, 2025...............................     100        0        0         0         0         0
June 25, 2026...............................     100        0        0         0         0         0
June 25, 2027...............................     100        0        0         0         0         0
June 25, 2028...............................     100        0        0         0         0         0
June 25, 2029...............................     100        0        0         0         0         0
June 25, 2030...............................     100        0        0         0         0         0
June 25, 2031...............................     100        0        0         0         0         0
June 25, 2032...............................     100        0        0         0         0         0
June 25, 2033...............................     100        0        0         0         0         0
June 25, 2034...............................     100        0        0         0         0         0
June 25, 2035...............................     100        0        0         0         0         0
June 25, 2036...............................       0        0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   29.84     9.20     5.99      3.01      2.11      1.90
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   29.84     9.19     5.98      3.00      2.11      1.90


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

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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-115



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                             CLASS A-4 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100      100      100       100       100       100
June 25, 2007...............................     100      100      100       100       100       100
June 25, 2008...............................     100      100      100       100       100        46
June 25, 2009...............................     100      100      100       100         0         0
June 25, 2010...............................     100      100      100       100         0         0
June 25, 2011...............................     100      100      100       100         0         0
June 25, 2012...............................     100      100      100       100         0         0
June 25, 2013...............................     100      100      100        70         0         0
June 25, 2014...............................     100      100      100        48         0         0
June 25, 2015...............................     100      100       86        33         0         0
June 25, 2016...............................     100      100       65        22         0         0
June 25, 2017...............................     100      100       49        15         0         0
June 25, 2018...............................     100      100       37        10         0         0
June 25, 2019...............................     100      100       28         4         0         0
June 25, 2020...............................     100       83       21         0         0         0
June 25, 2021...............................     100       68       16         0         0         0
June 25, 2022...............................     100       56       12         0         0         0
June 25, 2023...............................     100       46        7         0         0         0
June 25, 2024...............................     100       38        3         0         0         0
June 25, 2025...............................     100       31        0         0         0         0
June 25, 2026...............................     100       25        0         0         0         0
June 25, 2027...............................     100       20        0         0         0         0
June 25, 2028...............................     100       16        0         0         0         0
June 25, 2029...............................     100       13        0         0         0         0
June 25, 2030...............................     100       10        0         0         0         0
June 25, 2031...............................     100        5        0         0         0         0
June 25, 2032...............................     100        1        0         0         0         0
June 25, 2033...............................     100        0        0         0         0         0
June 25, 2034...............................     100        0        0         0         0         0
June 25, 2035...............................     100        0        0         0         0         0
June 25, 2036...............................       0        0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   29.86    17.67    11.81      8.55      2.48      2.05
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   29.84    12.51     8.18      5.84      2.48      2.05


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-116



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                               CLASS M-1 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100      100      100       100       100       100
June 25, 2007...............................     100      100      100       100       100       100
June 25, 2008...............................     100      100      100       100       100       100
June 25, 2009...............................     100      100      100       100         0         0
June 25, 2010...............................     100       98       65       100         0         0
June 25, 2011...............................     100       81       49        59         0         0
June 25, 2012...............................     100       68       37        19         0         0
June 25, 2013...............................     100       56       28        13         0         0
June 25, 2014...............................     100       46       21         9         0         0
June 25, 2015...............................     100       38       16         6         0         0
June 25, 2016...............................     100       32       12         4         0         0
June 25, 2017...............................     100       26        9         3         0         0
June 25, 2018...............................     100       22        7         0         0         0
June 25, 2019...............................     100       18        5         0         0         0
June 25, 2020...............................     100       15        4         0         0         0
June 25, 2021...............................     100       12        3         0         0         0
June 25, 2022...............................     100       10        1         0         0         0
June 25, 2023...............................     100        8        0         0         0         0
June 25, 2024...............................     100        7        0         0         0         0
June 25, 2025...............................     100        6        0         0         0         0
June 25, 2026...............................     100        5        0         0         0         0
June 25, 2027...............................     100        4        0         0         0         0
June 25, 2028...............................     100        3        0         0         0         0
June 25, 2029...............................     100        2        0         0         0         0
June 25, 2030...............................     100        0        0         0         0         0
June 25, 2031...............................     100        0        0         0         0         0
June 25, 2032...............................     100        0        0         0         0         0
June 25, 2033...............................     100        0        0         0         0         0
June 25, 2034...............................      93        0        0         0         0         0
June 25, 2035...............................      80        0        0         0         0         0
June 25, 2036...............................       0        0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   29.50     9.12     6.10      5.69      2.81      2.20
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   29.49     8.22     5.47      5.22      2.81      2.20


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-117



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                             CLASS M-2 CERTIFICATES
-----------------------------------------------------------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                     0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   ------   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................      100     100      100      100        100      100
June 25, 2007...............................      100     100      100      100        100      100
June 25, 2008...............................      100     100      100      100        100      100
June 25, 2009...............................      100     100      100      100         86        0
June 25, 2010...............................      100      98       65       83         86        0
June 25, 2011...............................      100      81       49       28         86        0
June 25, 2012...............................      100      68       37       19         58        0
June 25, 2013...............................      100      56       28       13         36        0
June 25, 2014...............................      100      46       21        9         22        0
June 25, 2015...............................      100      38       16        6         11        0
June 25, 2016...............................      100      32       12        4          3        0
June 25, 2017...............................      100      26        9        2          0        0
June 25, 2018...............................      100      22        7        0          0        0
June 25, 2019...............................      100      18        5        0          0        0
June 25, 2020...............................      100      15        4        0          0        0
June 25, 2021...............................      100      12        2        0          0        0
June 25, 2022...............................      100      10        0        0          0        0
June 25, 2023...............................      100       8        0        0          0        0
June 25, 2024...............................      100       7        0        0          0        0
June 25, 2025...............................      100       6        0        0          0        0
June 25, 2026...............................      100       5        0        0          0        0
June 25, 2027...............................      100       4        0        0          0        0
June 25, 2028...............................      100       2        0        0          0        0
June 25, 2029...............................      100       0        0        0          0        0
June 25, 2030...............................      100       0        0        0          0        0
June 25, 2031...............................      100       0        0        0          0        0
June 25, 2032...............................      100       0        0        0          0        0
June 25, 2033...............................      100       0        0        0          0        0
June 25, 2034...............................       93       0        0        0          0        0
June 25, 2035...............................       80       0        0        0          0        0
June 25, 2036...............................        0       0        0        0          0        0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...    29.50    9.09     6.05     5.12       6.49     2.54
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........    29.49    8.22     5.44     4.67       4.23     2.54


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-118



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                               CLASS M-3 CERTIFICATES
                                               ------------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                     0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   ------   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................      100     100      100       100       100       100
June 25, 2007...............................      100     100      100       100       100       100
June 25, 2008...............................      100     100      100       100       100       100
June 25, 2009...............................      100     100      100       100       100         0
June 25, 2010...............................      100      98       65        41       100         0
June 25, 2011...............................      100      81       49        28        42         0
June 25, 2012...............................      100      68       37        19         9         0
June 25, 2013...............................      100      56       28        13         5         0
June 25, 2014...............................      100      46       21         9         1         0
June 25, 2015...............................      100      38       16         6         0         0
June 25, 2016...............................      100      32       12         4         0         0
June 25, 2017...............................      100      26        9         0         0         0
June 25, 2018...............................      100      22        7         0         0         0
June 25, 2019...............................      100      18        5         0         0         0
June 25, 2020...............................      100      15        4         0         0         0
June 25, 2021...............................      100      12        0         0         0         0
June 25, 2022...............................      100      10        0         0         0         0
June 25, 2023...............................      100       8        0         0         0         0
June 25, 2024...............................      100       7        0         0         0         0
June 25, 2025...............................      100       6        0         0         0         0
June 25, 2026...............................      100       5        0         0         0         0
June 25, 2027...............................      100       4        0         0         0         0
June 25, 2028...............................      100       0        0         0         0         0
June 25, 2029...............................      100       0        0         0         0         0
June 25, 2030...............................      100       0        0         0         0         0
June 25, 2031...............................      100       0        0         0         0         0
June 25, 2032...............................      100       0        0         0         0         0
June 25, 2033...............................      100       0        0         0         0         0
June 25, 2034...............................       93       0        0         0         0         0
June 25, 2035...............................       80       0        0         0         0         0
June 25, 2036...............................        0       0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...    29.49    9.07     6.01      4.88      5.19      2.85
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........    29.49    8.22     5.42      4.45      4.43      2.85


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-119



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                              CLASS M-4 CERTIFICATES

PREPAYMENT ASSUMPTION (PPC)                     0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   ------   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................      100     100      100       100       100       100
June 25, 2007...............................      100     100      100       100       100       100
June 25, 2008...............................      100     100      100       100       100       100
June 25, 2009...............................      100     100      100       100       100        44
June 25, 2010...............................      100      98       65        41       100        44
June 25, 2011...............................      100      81       49        28        14        44
June 25, 2012...............................      100      68       37        19         9        44
June 25, 2013...............................      100      56       28        13         5        32
June 25, 2014...............................      100      46       21         9         0         7
June 25, 2015...............................      100      38       16         6         0         0
June 25, 2016...............................      100      32       12         3         0         0
June 25, 2017...............................      100      26        9         0         0         0
June 25, 2018...............................      100      22        7         0         0         0
June 25, 2019...............................      100      18        5         0         0         0
June 25, 2020...............................      100      15        2         0         0         0
June 25, 2021...............................      100      12        0         0         0         0
June 25, 2022...............................      100      10        0         0         0         0
June 25, 2023...............................      100       8        0         0         0         0
June 25, 2024...............................      100       7        0         0         0         0
June 25, 2025...............................      100       6        0         0         0         0
June 25, 2026...............................      100       5        0         0         0         0
June 25, 2027...............................      100       1        0         0         0         0
June 25, 2028...............................      100       0        0         0         0         0
June 25, 2029...............................      100       0        0         0         0         0
June 25, 2030...............................      100       0        0         0         0         0
June 25, 2031...............................      100       0        0         0         0         0
June 25, 2032...............................      100       0        0         0         0         0
June 25, 2033...............................      100       0        0         0         0         0
June 25, 2034...............................       93       0        0         0         0         0
June 25, 2035...............................       80       0        0         0         0         0
June 25, 2036...............................        0       0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...    29.49    9.04     5.99      4.79      4.77      4.96
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........    29.49    8.22     5.42      4.37      4.40      3.18


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-120



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                               CLASS M-5 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100      100      100       100       100       100
June 25, 2007...............................     100      100      100       100       100       100
June 25, 2008...............................     100      100      100       100       100       100
June 25, 2009...............................     100      100      100       100       100       100
June 25, 2010...............................     100       98       65        41        72       100
June 25, 2011...............................     100       81       49        28        14       100
June 25, 2012...............................     100       68       37        19         9        34
June 25, 2013...............................     100       56       28        13         5         0
June 25, 2014...............................     100       46       21         9         0         0
June 25, 2015...............................     100       38       16         6         0         0
June 25, 2016...............................     100       32       12         0         0         0
June 25, 2017...............................     100       26        9         0         0         0
June 25, 2018...............................     100       22        7         0         0         0
June 25, 2019...............................     100       18        5         0         0         0
June 25, 2020...............................     100       15        0         0         0         0
June 25, 2021...............................     100       12        0         0         0         0
June 25, 2022...............................     100       10        0         0         0         0
June 25, 2023...............................     100        8        0         0         0         0
June 25, 2024...............................     100        7        0         0         0         0
June 25, 2025...............................     100        6        0         0         0         0
June 25, 2026...............................     100        3        0         0         0         0
June 25, 2027...............................     100        0        0         0         0         0
June 25, 2028...............................     100        0        0         0         0         0
June 25, 2029...............................     100        0        0         0         0         0
June 25, 2030...............................     100        0        0         0         0         0
June 25, 2031...............................     100        0        0         0         0         0
June 25, 2032...............................     100        0        0         0         0         0
June 25, 2033...............................     100        0        0         0         0         0
June 25, 2034...............................      93        0        0         0         0         0
June 25, 2035...............................      80        0        0         0         0         0
June 25, 2036...............................       0        0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   29.49     9.01     5.95      4.71      4.48      5.84
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   29.49     8.22     5.40      4.30      4.17      3.43


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-121



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                               CLASS M-6 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100      100      100       100       100       100
June 25, 2007...............................     100      100      100       100       100       100
June 25, 2008...............................     100      100      100       100       100       100
June 25, 2009...............................     100      100      100       100       100       100
June 25, 2010...............................     100       98       65        41        24       100
June 25, 2011...............................     100       81       49        28        14        15
June 25, 2012...............................     100       68       37        19         9         0
June 25, 2013...............................     100       56       28        13         2         0
June 25, 2014...............................     100       46       21         9         0         0
June 25, 2015...............................     100       38       16         5         0         0
June 25, 2016...............................     100       32       12         0         0         0
June 25, 2017...............................     100       26        9         0         0         0
June 25, 2018...............................     100       22        7         0         0         0
June 25, 2019...............................     100       18        1         0         0         0
June 25, 2020...............................     100       15        0         0         0         0
June 25, 2021...............................     100       12        0         0         0         0
June 25, 2022...............................     100       10        0         0         0         0
June 25, 2023...............................     100        8        0         0         0         0
June 25, 2024...............................     100        7        0         0         0         0
June 25, 2025...............................     100        4        0         0         0         0
June 25, 2026...............................     100        0        0         0         0         0
June 25, 2027...............................     100        0        0         0         0         0
June 25, 2028...............................     100        0        0         0         0         0
June 25, 2029...............................     100        0        0         0         0         0
June 25, 2030...............................     100        0        0         0         0         0
June 25, 2031...............................     100        0        0         0         0         0
June 25, 2032...............................     100        0        0         0         0         0
June 25, 2033...............................     100        0        0         0         0         0
June 25, 2034...............................      93        0        0         0         0         0
June 25, 2035...............................      80        0        0         0         0         0
June 25, 2036...............................       0        0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   29.49     8.97     5.92      4.63      4.26      4.78
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   29.49     8.22     5.40      4.25      3.97      3.43


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-122



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                               CLASS M-7 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100      100      100       100       100       100
June 25, 2007...............................     100      100      100       100       100       100
June 25, 2008...............................     100      100      100       100       100       100
June 25, 2009...............................     100      100      100       100       100       100
June 25, 2010...............................     100       98       65        41        24        75
June 25, 2011...............................     100       81       49        28        14         6
June 25, 2012...............................     100       68       37        19         9         0
June 25, 2013...............................     100       56       28        13         0         0
June 25, 2014...............................     100       46       21         9         0         0
June 25, 2015...............................     100       38       16         0         0         0
June 25, 2016...............................     100       32       12         0         0         0
June 25, 2017...............................     100       26        9         0         0         0
June 25, 2018...............................     100       22        3         0         0         0
June 25, 2019...............................     100       18        0         0         0         0
June 25, 2020...............................     100       15        0         0         0         0
June 25, 2021...............................     100       12        0         0         0         0
June 25, 2022...............................     100       10        0         0         0         0
June 25, 2023...............................     100        8        0         0         0         0
June 25, 2024...............................     100        4        0         0         0         0
June 25, 2025...............................     100        0        0         0         0         0
June 25, 2026...............................     100        0        0         0         0         0
June 25, 2027...............................     100        0        0         0         0         0
June 25, 2028...............................     100        0        0         0         0         0
June 25, 2029...............................     100        0        0         0         0         0
June 25, 2030...............................     100        0        0         0         0         0
June 25, 2031...............................     100        0        0         0         0         0
June 25, 2032...............................     100        0        0         0         0         0
June 25, 2033...............................     100        0        0         0         0         0
June 25, 2034...............................      93        0        0         0         0         0
June 25, 2035...............................      80        0        0         0         0         0
June 25, 2036...............................       0        0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   29.49     8.91     5.87      4.56      4.08      4.25
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   29.49     8.22     5.40      4.21      3.82      3.43


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-123



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                              CLASS M-8 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100     100      100       100       100       100
June 25, 2007...............................     100     100      100       100       100       100
June 25, 2008...............................     100     100      100       100       100       100
June 25, 2009...............................     100     100      100       100       100       100
June 25, 2010...............................     100      98       65        41        24        13
June 25, 2011...............................     100      81       49        28        14         0
June 25, 2012...............................     100      68       37        19         6         0
June 25, 2013...............................     100      56       28        13         0         0
June 25, 2014...............................     100      46       21         5         0         0
June 25, 2015...............................     100      38       16         0         0         0
June 25, 2016...............................     100      32       12         0         0         0
June 25, 2017...............................     100      26        7         0         0         0
June 25, 2018...............................     100      22        0         0         0         0
June 25, 2019...............................     100      18        0         0         0         0
June 25, 2020...............................     100      15        0         0         0         0
June 25, 2021...............................     100      12        0         0         0         0
June 25, 2022...............................     100      10        0         0         0         0
June 25, 2023...............................     100       4        0         0         0         0
June 25, 2024...............................     100       0        0         0         0         0
June 25, 2025...............................     100       0        0         0         0         0
June 25, 2026...............................     100       0        0         0         0         0
June 25, 2027...............................     100       0        0         0         0         0
June 25, 2028...............................     100       0        0         0         0         0
June 25, 2029...............................     100       0        0         0         0         0
June 25, 2030...............................     100       0        0         0         0         0
June 25, 2031...............................     100       0        0         0         0         0
June 25, 2032...............................     100       0        0         0         0         0
June 25, 2033...............................     100       0        0         0         0         0
June 25, 2034...............................      93       0        0         0         0         0
June 25, 2035...............................      80       0        0         0         0         0
June 25, 2036...............................       0       0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   29.49    8.82     5.80      4.48      3.94      3.93
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   29.49    8.22     5.39      4.17      3.72      3.43


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-124



          PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
                       AT THE FOLLOWING PERCENTAGES OF PPC



                                                               CLASS M-9 CERTIFICATES
                                               -----------------------------------------------------
PREPAYMENT ASSUMPTION (PPC)                    0.00%   50.00%   75.00%   100.00%   125.00%   150.00%
--------------------------------------------   -----   ------   ------   -------   -------   -------

DISTRIBUTION DATE
Initial Percentage..........................     100     100      100       100       100       100
June 25, 2007...............................     100     100      100       100       100       100
June 25, 2008...............................     100     100      100       100       100       100
June 25, 2009...............................     100     100      100       100       100       100
June 25, 2010...............................     100      98       65        41        24        13
June 25, 2011...............................     100      81       49        28        14         0
June 25, 2012...............................     100      68       37        19         0         0
June 25, 2013...............................     100      56       28        13         0         0
June 25, 2014...............................     100      46       21         0         0         0
June 25, 2015...............................     100      38       16         0         0         0
June 25, 2016...............................     100      32       12         0         0         0
June 25, 2017...............................     100      26        0         0         0         0
June 25, 2018...............................     100      22        0         0         0         0
June 25, 2019...............................     100      18        0         0         0         0
June 25, 2020...............................     100      15        0         0         0         0
June 25, 2021...............................     100      12        0         0         0         0
June 25, 2022...............................     100       5        0         0         0         0
June 25, 2023...............................     100       0        0         0         0         0
June 25, 2024...............................     100       0        0         0         0         0
June 25, 2025...............................     100       0        0         0         0         0
June 25, 2026...............................     100       0        0         0         0         0
June 25, 2027...............................     100       0        0         0         0         0
June 25, 2028...............................     100       0        0         0         0         0
June 25, 2029...............................     100       0        0         0         0         0
June 25, 2030...............................     100       0        0         0         0         0
June 25, 2031...............................     100       0        0         0         0         0
June 25, 2032...............................     100       0        0         0         0         0
June 25, 2033...............................     100       0        0         0         0         0
June 25, 2034...............................      93       0        0         0         0         0
June 25, 2035...............................      80       0        0         0         0         0
June 25, 2036...............................       0       0        0         0         0         0
WEIGHTED AVERAGE LIFE (TO MATURITY)(1)(2)...   29.49    8.73     5.74      4.42      3.84      3.74
WEIGHTED AVERAGE LIFE (TO CALL)(1)..........   29.49    8.22     5.39      4.16      3.65      3.43


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

(2)  The weighted average life to maturity assumes that the optional termination
     is not exercised.

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


                                      S-125



                         POOLING AND SERVICING AGREEMENT

GENERAL

          The certificates will be issued pursuant to the pooling and servicing
agreement dated as of June 1, 2006, among the depositor, the servicer and the
trustee. Reference is made to the prospectus for important information in
addition to that set forth in this prospectus supplement regarding the terms and
conditions of the pooling and servicing agreement and the offered certificates.
The trustee, or any of its affiliates, in its individual or any other capacity,
may become the owner or pledgee of certificates with the same rights as it would
have if it were not trustee. The depositor will provide a prospective or actual
certificateholder, without charge, on written request, a copy, without exhibits,
of the pooling and servicing agreement. Requests should be addressed to the
President, Stanwich Asset Acceptance Company, L.L.C., Seven Greenwich Office
Park, 599 West Putnam Avenue, Greenwich, CT 06830. In addition to the
circumstances described in the prospectus, the depositor may terminate the
trustee for cause under some circumstances. See "The Pooling and Servicing
Agreement--The Trustee" in the prospectus.

CUSTODIAL ARRANGEMENTS

          Deutsche Bank National Trust Company will serve as custodian for the
mortgage loans. The custodian is not an affiliate of the depositor, the servicer
or the sponsor. The servicer will not have custodial responsibility for the
mortgage loans. The custodian will maintain mortgage loan files that contain
originals of the notes, mortgages, assignments and allonges in vaults located at
the custodian's premises in Santa Ana, California. Only the custodian has access
to these vaults. A shelving or filing system segregates the files relating to
the mortgage loans from other assets custodied by the custodian by means of a
document tracking system.

THE SERVICER

          Servicer. The servicer will be responsible for servicing the mortgage
loans. Servicing responsibilities include:

          o    reconciling servicing activity with respect to the mortgage
               loans;

          o    sending remittances to the trustee for distributions to
               certificateholders;

          o    coordinating loan repurchases;

          o    servicing mortgage loans that are delinquent or for which
               servicing decisions may need to be made;

          o    management and liquidation of mortgaged properties acquired by
               foreclosure or deed in lieu of foreclosure;

          o    providing certain notices and other responsibilities as detailed
               in the pooling and servicing agreement;


                                      S-126



          o    communicating with borrowers;

          o    sending monthly remittance statements to borrowers;

          o    collecting payments from borrowers;

          o    recommending and/or approving a loss mitigation strategy for
               borrowers who have defaulted on their loans (i.e. repayment plan,
               modification, foreclosure, etc.);

          o    accurate and timely accounting and administration of escrow and
               impound accounts, if applicable;

          o    paying escrows for borrowers, if applicable;

          o    calculating and reporting payoffs and liquidations;

          o    maintaining an individual file for each loan; and

          o    maintaining primary mortgage insurance commitments or
               certificates if required, and filing any primary mortgage
               insurance claims.

          The servicer may, from time to time, outsource certain of its
servicing functions, such as foreclosure management, although any such
outsourcing will not relieve the servicer of any of its responsibilities or
liabilities under the pooling and servicing agreement. If the servicer engages
any subservicer to subservice 10% or more of the mortgage loans, or any
subservicer that performs the types of services requiring additional disclosure,
the issuing entity will file a report on Form 8-K providing the additional
disclosure regarding such subservicer.

          For a general description of material terms relating to the servicer's
removal or replacement, see "The Pooling and Servicing Agreement -- Rights Upon
Event of Default" in the prospectus.

          New Century Mortgage Corporation is a consumer finance and mortgage
banking company headquartered in Irvine, California. See "Description of the
Mortgage Pool-The Originators" in this prospectus supplement.

          The servicer serviced mortgage loans from July 1998 to August 2001
when the platform was sold. At the time of the sale, the servicer serviced a
portfolio of mortgage loans with an aggregate principal balance of approximately
$6.04 billion. Following the sale of servicing in August 2001, the servicer
retained its servicing manager in anticipation of re-establishing its servicing
platform.

          The servicer began servicing mortgage loans again on October 1, 2002,
and it was able to re-hire many of its former servicing managers and staff. As
of December 31, 2005, the balance of the servicer's servicing platform was
approximately $39.6 billion in mortgage loans, consisting of approximately $15.2
billion in mortgage loans held for investment, approximately $6.7 billion in
mortgage loans held for sale, approximately $10.0 billion in mortgage loans sold


                                      S-127



on a servicing retained basis and approximately $7.8 billion in loans serviced
on a temporary basis for the purchasers thereof.

          New Century Mortgage Corporation's sub-prime residential mortgage
servicing operations are currently rated "SQ3+" by Moody's, "Above Average" by
Standard & Poor's and "RPS3" by Fitch.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

          The principal compensation to be paid to the servicer in respect of
its servicing activities for the certificates will consist of the servicing fee.
The servicing fee will accrue at the Servicing Fee Rate on the aggregate
principal balance of the mortgage loans. As additional servicing compensation,
the servicer will be entitled to retain all assumption fees, late payment
charges and other miscellaneous servicing fees (except for prepayment charges
which, to the extent collected from mortgagors, will be distributed to the
holders of the Class P Certificates), and any interest or other income earned on
funds held in the Custodial Account and any escrow accounts.

          The servicer is obligated to pay certain insurance premiums and
certain ongoing expenses associated with the mortgage pool incurred by the
servicer in connection with its responsibilities under the pooling and servicing
agreement and is entitled to reimbursement for these expenses as provided in the
pooling and servicing agreement. See "Servicing and Administration of Mortgage
Collateral" in the prospectus for information regarding expenses payable by the
servicer.

          The following table sets forth the fees and expenses that are payable
out of payments on the mortgage loans, prior to payments of interest and
principal to the certificateholders:

DESCRIPTION              AMOUNT                     RECEIVING PARTY
------------   ----------------------------------   ---------------
Servicer Fee   0.500% per annum of the principal        Servicer
               balance of each mortgage loan

Trustee Fee    0.0025% per annum of the principal       Trustee
               balance of each mortgage loan

In addition, the servicer may recover from payments on the mortgage loans or
withdraw from the Custodial Account the amount of any Advances and/or servicing
advances previously made, interest and investment income, foreclosure profits,
indemnification payments payable under the pooling and servicing agreement, and
certain other servicing expenses, including foreclosure expenses.

          Fees and expenses of the trustee and the servicer, including
reimbursement for advances, will not be included in the amount available for
distribution to the certificateholders.


                                      S-128



EVENTS OF DEFAULT

          In addition to those events of default described in the prospectus
under "Pooling and Servicing Agreement--Events of Default," upon the occurrence
of certain loss triggers with respect to the mortgage loans, and in the event
the servicer fails to make any Advances required to be made by it, the servicer
may be removed as servicer of the mortgage loans in accordance with the terms of
the pooling and servicing agreement.

VOTING RIGHTS

          Some actions specified in the prospectus that may be taken by holders
of certificates evidencing a specified percentage of all undivided interests in
the trust may be taken by holders of certificates entitled in the aggregate to
such percentage of the voting rights. 98% of all voting rights will be allocated
among all holders of the Class A, Class M and Class CE Certificates in
proportion to their then outstanding Certificate Principal Balances, 1% of all
voting rights will be allocated to the holders of the Class P Certificates and
1% of all voting rights will be allocated to holders of the Class R
Certificates. The percentage interest of an offered certificate is equal to the
percentage obtained by dividing the initial Certificate Principal Balance of
that certificate by the aggregate initial Certificate Principal Balance of all
of the certificates of that class.

TERMINATION

          The circumstances under which the obligations created by the pooling
and servicing agreement will terminate in respect of the certificates are
described in "The Pooling and Servicing Agreement--Termination; Retirement of
Certificates" in the prospectus. The majority holder of the Class CE
Certificates, as described in the pooling and servicing agreement, will have the
right to purchase all remaining mortgage loans and any properties acquired in
respect of the mortgage loans and thereby effect early retirement of the
certificates on any distribution date following the Due Period during which the
aggregate principal balance of the mortgage loans and properties acquired in
respect of the mortgage loans remaining in the trust at the time of purchase is
reduced to less than 10% of the aggregate principal balance of the mortgage
loans as of the cut-off date. In the event such option is exercised, the
purchase price will be equal to the greater of (i) the aggregate principal
balance of the mortgage loans and the appraised value of the REO Properties and
(ii) the fair market value of the mortgage loans and the REO Properties, in each
case, without duplication, plus accrued and unpaid interest for each mortgage
loan at the related mortgage rate to but not including the first day of the
month in which such repurchase price is paid plus unreimbursed servicing
advances, Advances, any unpaid servicing fees allocable to such mortgage loans
and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts.
However, this option may only be exercised if the termination price is
sufficient to pay all interest accrued on, as well as amounts necessary to
retire the principal balance of, any net interest margin securities to be issued
by a separate trust and secured by all or a portion of the Class CE and Class P
Certificates. In the event such option is exercised, the portion of the purchase
price allocable to the Class A and Class M Certificates will be, to the extent
of available funds:

          o    100% of the then outstanding Certificate Principal Balance of the
               Class A and Class M Certificates, plus


                                      S-129



          o    one month's interest on the then outstanding Certificate
               Principal Balance of the Class A and Class M Certificates at the
               then applicable pass-through rates thereon, plus

          o    any previously accrued but unpaid interest thereon to which the
               holders of the Class A and Class M Certificates are entitled,
               together with the amount of any Net WAC Rate Carryover Amounts
               payable to and from the reserve account, plus

          o    in the case of the Class A and Class M Certificates, any
               previously undistributed Allocated Realized Loss Amount.

          The holders of the Residual Certificates will pledge any amount
received in a termination in excess of par to the holders of the Class CE
Certificates. In no event will the trust created by the 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. See "The
Pooling and Servicing Agreement -- Termination; Retirement of Certificates" in
the prospectus.

THE TRUSTEE

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

          Wells Fargo Bank has provided corporate trust services since 1934.
Wells Fargo Bank acts as a trustee for a variety of transactions and asset
types, including corporate and municipal bonds, mortgage-backed and asset-backed
securities and collateralized debt obligations. As of March 31, 2006, Wells
Fargo Bank was acting as trustee on more than 1,169 series of residential
mortgage-backed securities with an aggregate principal balance of approximately
$292,966,468,442.

          Under the terms of the pooling and servicing agreement, the trustee
also is responsible for securities administration, which includes pool
performance calculations, distribution calculations and the preparation of
monthly distribution reports. As securities administrator, the trustee is
responsible for the preparation of all REMIC tax returns on behalf of the trust
and the preparation of monthly reports on Form 10-D in regards to distribution
and pool performance information, current reports on Form 8-K and annual reports
on Form 10-K that are required to


                                      S-130



be filed with the Securities and Exchange Commission on behalf of the issuing
trust. 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.

          Unless an event of default has occurred and is continuing under the
pooling and servicing agreement, the trustee will perform only such duties as
are specifically set forth in the pooling and servicing agreement. If an event
of default occurs and is continuing under the pooling and servicing agreement,
the trustee is required to exercise such of the rights and powers vested in it
by the pooling and servicing agreement, such as either acting as the servicer or
appointing a successor servicer, and use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs. Subject to certain
qualifications specified in the pooling and servicing agreement, the trustee
will be liable for its own negligent action, its own negligent failure to act
and its own willful misconduct for actions.

          The trustee's duties and responsibilities under the pooling and
servicing agreement include collecting funds from the Custodial Account to
distribute to certificateholders based on the servicer report, providing
certificateholders and applicable rating agencies with monthly distribution
statements and notices of the occurrence of a default under the pooling and
servicing agreement, removing the servicer as a result of any such default,
appointing a successor servicer, and effecting any optional termination of the
trust.

          The trustee will withdraw from the certificate account all amounts
necessary to pay its trustee fee and to reimburse itself for all reasonable
expenses incurred or made in accordance with any of the provisions of the
pooling and servicing agreement, except any such expense as may arise from the
trustee's negligence or bad faith. The trustee will be indemnified by the trust
fund or the servicer, as applicable, for any losses and expenses incurred
without negligence or willful misconduct on the trustee's part arising out of
the acceptance and administration of the trust.

          The trustee may resign at any time, in which event the depositor will
be obligated to appoint a successor trustee. The depositor may also remove the
trustee if the trustee ceases to be eligible to continue as trustee under the
pooling and servicing agreement or if the trustee becomes insolvent. Upon
becoming aware of those circumstances, the depositor will be obligated to
appoint a successor trustee. The trustee may also be removed at any time by the
holders of certificates evidencing not less than 66% of the aggregate voting
rights in the related trust. Any resignation or removal of the trustee and
appointment of a successor trustee will not become effective until acceptance of
the appointment by the successor trustee.

          Any costs associated with removing and replacing a trustee will be
payable by the trustee being removed or replaced if such trustee is being
removed or replaced for cause.

                                LEGAL PROCEEDINGS

          There are no material pending legal or other proceedings involving the
mortgage loans or Carrington Securities, LP, as sponsor, New Century Mortgage
Corporation, as originator and


                                      S-131



servicer, Home123 Corporation, as originator, Stanwich Asset Acceptance Company,
L.L.C., as depositor, Carrington Mortgage Loan Trust, Series 2006-NC2, as the
issuing entity, or other parties described in Item 1117 of Regulation AB that,
individually or in the aggregate, would have a material adverse impact on
investors in these certificates.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

          The following is a general discussion of anticipated material federal
income tax consequences of the purchase, ownership and disposition of the
certificates offered under this prospectus supplement and the accompanying
prospectus. This discussion has been prepared with the advice of Mayer, Brown,
Rowe & Maw LLP as counsel to the depositor.

          In the opinion of Mayer, Brown, Rowe & Maw LLP, counsel to the
depositor, assuming compliance with all provisions of the pooling and servicing
agreement and other governing documents, for federal income tax purposes, the
trust, exclusive of the cap contracts and the reserve account, will qualify as
two REMICs under the Internal Revenue Code.

          In addition, in the opinion of Mayer, Brown, Rowe & Maw LLP, for
federal income tax purposes:

          o    the Class R-I Certificates will constitute the sole class of
               "residual interests" in REMIC I;

          o    the Class R-II Certificates will constitute the sole class of
               "residual interests" in REMIC II; and

          o    each class of Class A Certificates, Class M Certificates, Class P
               Certificates and Class CE Certificates will represent ownership
               of "regular interests" in a REMIC which will generally be treated
               as debt instruments of a REMIC, and in addition, with respect to
               the offered certificates, the right to receive any related Net
               WAC Rate Carryover Amounts.

          See "Material Federal Income Tax Consequences--REMICs" in the
prospectus.

          The REMIC regular interest component of a Class A Certificate and
Class M Certificate, referred to in this prospectus supplement as a Regular
Certificate, may be considered issued with original issue discount, depending
upon the portion of the overall purchase price of the Regular Certificate
attributable to its REMIC regular interest component. Accordingly, the offered
certificates may be considered to be issued with original issue discount. The
prepayment assumption that will be used in determining the rate of accrual of
market discount and premium, if any, for federal income tax purposes will be
based on the assumption that subsequent to the date of any determination the
mortgage loans will prepay at a rate equal to 100% PPC for the mortgage loans.
No representation is made that the mortgage loans will prepay at those rates or
at any other rate. See "Material Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Original
Issue Discount" in the prospectus.

          The holders of the offered certificates will be required to include in
income interest on their certificates in accordance with the accrual method of
accounting.


                                      S-132



          The IRS has issued the OID Regulations under sections 1271 to 1275 of
the Code generally addressing the treatment of debt instruments issued with
original issue discount. Purchasers of the offered certificates should be aware
that Section 1272(a)(6) of the Code and the OID Regulations do not adequately
address some issues relevant to, or applicable to, prepayable securities bearing
an adjustable rate of interest such as the offered certificates. In the absence
of other authority, the servicer intends to be guided by certain principles of
the OID Regulations applicable to adjustable rate debt instruments in
determining whether such certificates should be treated as issued with original
issue discount and in adapting the provisions of Section 1272(a)(6) of the Code
to such certificates for the purpose of preparing reports furnished to
certificateholders and the IRS. Because of the uncertainties concerning the
application of Section 1272(a)(6) of the Code to such certificates and because
the rules relating to debt instruments having an adjustable rate of interest are
limited in their application in ways that could preclude their application to
such certificates even in the absence of Section 1272(a)(6) of the Code, the IRS
could assert that the offered certificates should be governed by some other
method not yet set forth in regulations or should be treated as having been
issued with original issue discount. Prospective purchasers of the offered
certificates are encouraged to consult their tax advisors concerning the tax
treatment of such certificates.

          Each holder of an offered certificate is deemed to own an undivided
beneficial ownership interest in two assets, a REMIC regular interest and the
right to receive any related Net WAC Rate Carryover Amounts. The treatment of
amounts received by an offered certificateholder under such certificateholder's
right to receive payments in respect of Net WAC Rate Carryover Amounts will
depend on the portion, if any, of such offered certificateholder's purchase
price allocable thereto. Under the REMIC regulations, each holder of an offered
certificate must allocate its purchase price for that certificate between its
undivided interest in the REMIC regular interest and its undivided interest in
the right to receive payments in respect of Net WAC Rate Carryover Amounts in
accordance with the relative fair market values of each property right. The
trust intends to treat distributions made to the holders of the offered
certificates with respect to the payments in respect of Net WAC Rate Carryover
Amounts as includible in income based on the tax regulations relating to
notional principal contracts. The OID regulations provide that the trust's
allocation of the issue price is binding on all holders unless the holder
explicitly discloses on its tax return that its allocation is different from the
trust's allocation. Under the REMIC regulations, the trustee is required to
account for the REMIC regular interest and the right to receive payments in
respect of Net WAC Rate Carryover Amounts as discrete property rights. It is
possible that the right to receive payments in respect of Net WAC Rate Carryover
Amounts could be treated as a partnership among the holders of the offered
certificates and Class CE Certificates, in which case holders of the offered
certificates would be subject to potentially different timing of income and
foreign holders of the offered certificates could be subject to withholding in
respect of any payments in respect of Net WAC Rate Carryover Amounts. Holders of
the offered 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. Treasury
regulations have been promulgated under Section 1275 of the Internal Revenue
Code generally providing for the integration of a "qualifying debt instrument"
with a hedge if the combined cash flows of the components are substantially
equivalent to the cash flows on a variable rate debt instrument. However, such
regulations specifically disallow integration of debt instruments subject to
Section 1272(a)(6) of the Internal Revenue Code. Therefore, holders of the
offered certificates will be unable to use the


                                      S-133



integration method provided for under such regulations with respect to such
certificates. If the trust's treatment of payments in respect of Net WAC Rate
Carryover Amounts is respected, ownership of the right to the payments in
respect of Net WAC Rate Carryover Amounts will nevertheless entitle the owner to
amortize the separate price paid for the right to the payments in respect of Net
WAC Rate Carryover Amounts under the notional principal contract regulations.

          In the event that the right to receive the payments in respect of Net
WAC Rate Carryover Amounts is characterized as a "notional principal contract"
for federal income tax purposes, upon the sale of an offered certificate, the
amount of the sale allocated to the selling certificateholder's right to receive
payments in respect of Net WAC Rate Carryover Amounts would be considered a
"termination payment" under the notional principal contract regulations
allocable to the related certificate. An offered certificateholder would have
gain or loss from such a termination of the right to receive distributions in
respect of the payments in respect of Net WAC Rate Carryover Amounts equal to
(i) any termination payment it received or is deemed to have received minus (ii)
the unamortized portion of any amount paid, or deemed paid, by the
certificateholder upon entering into or acquiring its interest in the right to
receive payments in respect of Net WAC Rate Carryover Amounts.

          Gain or loss realized upon the termination of the right to receive
payments in respect of Net WAC Rate Carryover Amounts will generally be treated
as capital gain or loss. Moreover, in the case of a bank or thrift institution,
Internal Revenue Code Section 582(c) would likely not apply to treat such gain
or loss as ordinary.

          This paragraph applies to the portion of each offered certificate
exclusive of any rights in respect to payments of any Net WAC Rate Carryover
Amounts. That portion of the offered certificates will be treated as assets
described in Section 7701(a)(19)(C) of the Internal Revenue Code and "real
estate assets" under Section 856(c)(5)(B) of the Internal Revenue Code generally
in the same proportion that the assets of the trust would be so treated. In
addition, interest on the offered certificates, exclusive of any interest
received in respect of Net WAC Rate Carryover Amounts, will be treated as
"interest on obligations secured by mortgages on real property" under Section
856(c)(3)(B) of the Internal Revenue Code generally to the extent that such
offered certificates are treated as "real estate assets" under Section
856(c)(5)(B) of the Internal Revenue Code. Moreover, the specified portion of
the offered certificates will be "qualified mortgages" within the meaning of
Section 860G(a)(3) of the Internal Revenue Code. However, prospective investors
in offered certificates that will be generally treated as assets described in
Section 860G(a)(3) of the Internal Revenue Code should note that,
notwithstanding such treatment, any repurchase of such a certificate pursuant to
the right of the servicer or the depositor to repurchase such offered
certificates may adversely affect any REMIC that holds such offered certificates
if such repurchase is made under circumstances giving rise to a Prohibited
Transaction Tax. See "Pooling and Servicing Agreement--Termination" in this
prospectus supplement and "Material Federal Income Tax
Consequences--REMICs--Characterization of Investments in REMIC Certificates" in
the prospectus.

          The holders of the offered certificates will be required to include in
income interest on their certificates in accordance with the accrual method of
accounting. As noted above, each holder of an offered certificate will be
required to allocate a portion of the purchase price paid for its certificates
to the right to receive payments in respect of any Net WAC Rate Carryover


                                      S-134



Amounts. The value of the right to receive any such payments in respect of Net
WAC Rate Carryover Amounts is a question of fact which could be subject to
differing interpretations. Because the rights to receive payments in respect of
New WAC Rate Carryover Amounts is treated as a separate right of the offered
certificates not payable by any REMIC, such right will not be treated as a
qualifying asset for any such certificateholder that is a mutual savings bank,
domestic building and loan association, real estate investment trust, or real
estate mortgage investment conduit and any amounts received in respect thereof
will not be qualifying real estate income for real estate investment trusts.

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

                                 USE OF PROCEEDS

          The net proceeds from the sale of the offered certificates will be
paid to the depositor. The depositor will use the proceeds to purchase the
mortgage loans or for general corporate purposes. See "Method of Distribution"
in this prospectus supplement.

                             METHOD OF DISTRIBUTION

          Subject to the terms and conditions set forth in an underwriting
agreement, dated June 6, 2006, Citigroup Global Markets Inc., Barclays Capital
Inc. and Northeast Securities, Inc. have severally agreed to purchase and the
depositor has agreed to sell approximately 80%, 10% and 10% of the Certificate
Principal Balance of the offered certificates to Citigroup Global Markets Inc.,
Barclays Capital Inc. and Northeast Securities, Inc., respectively.

          It is expected that delivery of the offered certificates will be made
only in book-entry form through the Same Day Funds Settlement System of DTC,
Clearstream and Euroclear on or about June 21, 2006, against payment therefor in
immediately available funds.

          The underwriting agreement provides that the obligation of the
underwriters to pay for and accept delivery of the offered certificates is
subject to, among other things, the receipt of legal opinions and to the
conditions, among others, that no stop order suspending the effectiveness of the
depositor's registration statement shall be in effect, and that no proceedings
for such purpose shall be pending before or threatened by the Securities and
Exchange Commission.

          The distribution of the offered certificates by the underwriters may
be effected from time to time in one or more negotiated transactions, or
otherwise, at varying prices to be determined at the time of sale. Proceeds to
the depositor from the sale of the offered certificates, before deducting
expenses payable by the depositor, will be approximately 99.75% of the aggregate
Certificate Principal Balance of the offered certificates. The underwriters may
effect these transactions by selling the offered certificates to or through
dealers, and these dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the underwriters for whom they act as
agent. In connection with the sale of the offered certificates, the underwriters
may be deemed to have received compensation from the depositor in the form of
underwriting compensation. The underwriters and any dealers that participate
with the underwriters in the distribution of the offered certificates are also
underwriters under the


                                      S-135



Securities Act of 1933. Any profit on the resale of the offered certificates
positioned by an underwriter would be underwriter compensation in the form of
underwriting discounts and commissions under the Securities Act of 1933, as
amended.

          The underwriting agreement provides that the sponsor and the depositor
will indemnify the underwriters, and that under limited circumstances the
underwriters will indemnify the depositor, against some civil liabilities under
the Securities Act of 1933, or contribute to payments required to be made in
respect thereof.

          There can be no assurance that a secondary market for any class of
offered certificates will develop or, if it does develop, that it will continue.
The offered certificates will not be listed on any securities exchange. The
primary source of information available to investors concerning the offered
certificates will be the monthly statements discussed in the prospectus under
"Description of the Certificates--Reports to Certificateholders," which will
include information as to the outstanding principal balance of each class of
offered certificates. There can be no assurance that any additional information
regarding the offered certificates will be available through any other source.
In addition, the depositor is not aware of any source through which price
information about the offered certificates will be generally available on an
ongoing basis. The limited nature of information regarding the offered
certificates may adversely affect the liquidity of the offered certificates,
even if a secondary market for the offered certificates becomes available.

          A portion of the proceeds received from the sale of the offered
certificates will be used by the sponsor to satisfy obligations under a
financing facility in place with an affiliate of Citigroup Global Markets Inc.,
an unaffiliated underwriter, with respect to all of the mortgage loans.

          Certain employees of Northeast Securities, Inc. are also owners and
employees of the general partner of Carrington Securities, LP and have an
ownership interest in Carrington Securities, LP. Northeast Securities, Inc. will
receive certain fees for its services. The compensation paid to Northeast
Securities, Inc. does not in any way affect any fees that certificateholders
would be charged or allocated in the event that the certificateholders acquired
the offered certificates through an underwriter that is unaffiliated with
Carrington Securities, LP.

                                 LEGAL OPINIONS

          Legal matters concerning the offered certificates will be passed upon
for the depositor by Mayer, Brown, Rowe & Maw LLP, New York, New York and for
the underwriters by Thacher Proffitt & Wood LLP, New York, New York.

                                     RATINGS

          It is a condition of the issuance of the offered certificates that
they be rated as indicated on page S-7 of this prospectus supplement by Standard
& Poor's, Moody's and Fitch.

          The ratings do not address the possibility that certificateholders
might suffer a lower than anticipated yield due to non-credit events. A
securities rating addresses the likelihood of the receipt by the holders of the
offered certificates of distributions on the mortgage loans. The rating takes
into consideration the structural, legal and tax aspects associated with the
offered


                                      S-136



certificates. The ratings on the offered certificates do not constitute
statements regarding the possibility that the holders of the offered
certificates might realize a lower than anticipated yield. In addition, the
ratings do not address the likelihood of the receipt of any amounts in respect
of Prepayment Interest Shortfalls, Relief Act Shortfalls, Net WAC Rate Carryover
Amounts or amounts received under the related cap contract. A security rating is
not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time by the assigning rating organization. Each
security rating should be evaluated independently of any other security rating.
In the event that the ratings initially assigned to the offered certificates are
subsequently lowered for any reason, no person or entity is obligated to provide
any additional support or credit enhancement with respect to the offered
certificates.

          The depositor has not requested a rating on the offered certificates
by any rating agency other than Standard & Poor's, Moody's and Fitch. However,
there can be no assurance as to whether any other rating agency will rate any
class of offered certificates, or, if it does, what rating would be assigned by
any such other rating agency. A rating on any class of offered certificates by
another rating agency, if assigned at all, may be lower than the ratings
assigned to that class of offered certificates by Standard & Poor's, Moody's and
Fitch.

          The fees paid by the depositor to the rating agencies at closing
include a fee for ongoing surveillance by the rating agencies for so long as any
certificates are outstanding. However, the rating agencies are under no
obligation to the depositor to continue to monitor or provide a rating on the
certificates.

                                LEGAL INVESTMENT

          The offered certificates will not constitute "mortgage related
securities" for purposes of SMMEA. The depositor makes no representations as to
the proper characterization of any class of the offered certificates for legal
investment or other purposes, or as to the ability of particular investors to
purchase any class of the offered certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the liquidity of any
class of offered certificates. Accordingly, all institutions whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities are encouraged to
consult with their legal advisors in determining whether and to what extent any
class of the offered certificates constitutes a legal investment or is subject
to investment, capital or other restrictions.

          One or more classes of the offered certificates may be viewed as
"complex securities" under TB13a and TB73a, which applies to thrift institutions
regulated by the OTS. See "Legal Investment Matters" in the prospectus.

                          CERTAIN ERISA CONSIDERATIONS

          A fiduciary of any ERISA plan, any insurance company, whether through
its general or separate accounts, or any other person investing ERISA plan
assets of any Benefit Plan, as defined under "Certain ERISA Considerations" in
the prospectus, should carefully review with its legal advisors whether the
purchase or holding of offered certificates could give rise to a transaction
prohibited or not otherwise permissible under ERISA or Section 4975 of the
Internal


                                      S-137



Revenue Code. The purchase or holding of the offered certificates by, on behalf
of, or with ERISA plan assets of, a Benefit Plan may qualify for exemptive
relief under the underwriter exemption, as described under "Certain ERISA
Considerations--Underwriter Exemption" in the prospectus provided those
certificates are rated at least "BBB-" (or its equivalent) by Standard & Poor's,
Moody's or Fitch at the time of purchase. The underwriter exemption contains a
number of other conditions which must be met for the underwriter exemption to
apply, including the requirement that any Benefit Plan must be an "accredited
investor" as defined in Rule 501(a)(1) of Regulation D of the Securities Act of
1933, as amended.

          Each beneficial owner of an offered certificate or any interest
therein shall be deemed to have represented, by virtue of its acquisition or
holding of that certificate or any interest therein, that either (A) it is not a
Benefit Plan, (B) it has acquired and is holding such certificates in reliance
on the underwriter exemption, and that it understands that there are certain
conditions to the availability of the underwriter exemption, including that such
certificates must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by Standard & Poor's, Moody's or Fitch and such certificates are
so rated, that it is an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act of 1933, as amended, and that it will obtain
a representation from any transferee that such transferee is an accredited
investor, or (C) (1) it is an insurance company, (2) the source of funds used to
acquire or hold the offered certificate or any interest therein is an "insurance
company general account," as such term is defined in Prohibited Transaction
Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections I and III of
PTCE 95-60 have been satisfied.

          If any offered certificate or any interest therein is acquired or held
in violation of the conditions described in the preceding paragraph, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
that certificate, retroactive to the date of transfer to the purported
beneficial owner. Any purported beneficial owner whose acquisition or holding of
any such certificate or any interest therein was effected in violation of the
conditions described in the preceding paragraph shall indemnify and hold
harmless the depositor, the trustee, the servicer, any subservicer, the
underwriter and the trust from and against any and all liabilities, claims,
costs or expenses incurred by those parties as a result of that acquisition or
holding.

          Any fiduciary or other investor of plan assets of a Benefit Plan that
proposes to acquire or hold the offered certificates on behalf of or with plan
assets of a Benefit Plan is encouraged to consult with its counsel with respect
to: (i) whether the general conditions and the other requirements in the
underwriter exemption (including requirements regarding the terms of the
interest rate cap contract) would be satisfied, or whether any other prohibited
transaction exemption would apply, and (ii) the potential applicability of the
general fiduciary responsibility provisions of ERISA and the prohibited
transaction provisions of ERISA and Section 4975 of the Internal Revenue Code to
the proposed investment. See "Certain ERISA Considerations" in the prospectus.

          The sale of any of the offered certificates to a Benefit Plan is in no
respect a representation by the depositor or the underwriters that such an
investment meets all relevant legal requirements relating to investments by
Benefit Plans generally or any particular Benefit Plan, or that such an
investment is appropriate for Benefit Plans generally or any particular Benefit
Plan.


                                      S-138



                                                                         ANNEX I

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

          Except in certain limited circumstances, the globally offered
Carrington Mortgage Loan Trust, Series 2006-NC2 Asset-Backed Pass-Through
Certificates, which are referred to as the global securities, will be available
only in book-entry form. Investors in the global securities may hold interests
in these global securities through any of DTC, Clearstream or Euroclear. Initial
settlement and all secondary trades will settle in same-day funds.

          Secondary market trading between investors holding interests in global
securities through Clearstream and Euroclear will be conducted in accordance
with their normal rules and operating procedures and in accordance with
conventional eurobond practice. Secondary market trading between investors
holding interests in global securities through DTC will be conducted according
to the rules and procedures applicable to U.S. corporate debt obligations.

          Secondary cross-market trading between investors holding interests in
global securities through Clearstream or Euroclear and investors holding
interests in global securities through DTC participants will be effected on a
delivery against-payment basis through the respective depositories of
Clearstream and Euroclear, in such capacity, and other DTC participants.

          Although DTC, Euroclear and Clearstream are expected to follow the
procedures described below in order to facilitate transfers of interests in the
global securities among participants of DTC, Euroclear and Clearstream, they are
under no obligation to perform or continue to perform those procedures, and
those procedures may be discontinued at any time. Neither the depositor, the
servicer nor the trustee will have any responsibility for the performance by
DTC, Euroclear and Clearstream or their respective participants or indirect
participants of their respective obligations under the rules and procedures
governing their obligations.

          Non-U.S. holders of global securities will be subject to U.S.
withholding taxes unless those holders meet certain requirements and deliver
appropriate U.S. tax documents to the securities clearing organizations or their
participants.

INITIAL SETTLEMENT

          The global securities will be registered in the name of Cede & Co. as
nominee of DTC. Investors' interests in the global securities will be
represented through financial institutions acting on their behalf as direct and
indirect participants in DTC. Clearstream and Euroclear will hold positions on
behalf of their participants through their respective depositories, which in
turn will hold such positions in accounts as DTC participants.

          Investors electing to hold interests in global securities through DTC
participants, rather than through Clearstream or Euroclear accounts, will be
subject to the settlement practices applicable to similar issues of pass-through
certificates. Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.


                                      I-1



          Investors electing to hold interests in global securities through
Clearstream or Euroclear accounts will follow the settlement procedures
applicable to conventional eurobonds, except that there will be no temporary
global security and no "lock-up" or restricted period. Interests in global
securities will be credited to the securities custody accounts on the settlement
date against payment in same-day funds.

SECONDARY MARKET TRADING

          Since the purchaser determines the place of delivery, it is important
to establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

          Transfers between DTC Participants. Secondary market trading between
DTC participants will be settled using the DTC procedures applicable to similar
issues of pass-through certificates in same-day funds.

          Transfers between Clearstream and/or Euroclear Participants. Secondary
market trading between Clearstream participants or Euroclear participants and/or
investors holding interests in global securities through them will be settled
using the procedures applicable to conventional eurobonds in same-day funds.

          Transfers between DTC Seller and Clearstream or Euroclear Purchaser.
When interests in global securities are to be transferred on behalf of a seller
from the account of a DTC participant to the account of a Clearstream
participant or a Euroclear participant for a purchaser, the purchaser will send
instructions to Clearstream or Euroclear through a Clearstream participant or
Euroclear participant at least one business day prior to settlement. Clearstream
or the Euroclear operator will instruct its respective depository to receive an
interest in the global securities against payment. Payment will include interest
accrued on the global securities from and including the last distribution date
to but excluding the settlement date. Payment will then be made by the
respective depository to the DTC participant's account against delivery of an
interest in the global securities. After this settlement has been completed, the
interest will be credited to the respective clearing system, and by the clearing
system, in accordance with its usual procedures, to the Clearstream
participant's or Euroclear participant's account. The credit of this interest
will appear on the next business day and the cash debit will be back-valued to,
and the interest on the global securities will accrue from, the value date,
which would be the preceding day when settlement occurred in New York. If
settlement is not completed through DTC on the intended value date, i.e., the
trade fails, the Clearstream or Euroclear cash debit will be valued instead as
of the actual settlement date.

          Clearstream participants and Euroclear participants will need to make
available to the respective clearing system the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement from cash on hand, in which case the Clearstream
participants or Euroclear participants will take on credit exposure to
Clearstream or the Euroclear operator until interests in the global securities
are credited to their accounts one day later.


                                      I-2



          As an alternative, if Clearstream or the Euroclear operator has
extended a line of credit to them, Clearstream participants or Euroclear
participants can elect not to pre-position funds and allow that credit line to
be drawn upon. Under this procedure, Clearstream participants or Euroclear
participants receiving interests in global securities for purchasers would incur
overdraft charges for one day, to the extent they cleared the overdraft when
interests in the global securities were credited to their accounts. However,
interest on the global securities would accrue from the value date. Therefore,
the investment income on the interest in the global securities earned during
that one-day period would tend to offset the amount of these overdraft charges,
although this result will depend on each Clearstream participant's or Euroclear
participant's particular cost of funds.

          Since the settlement through DTC will take place during New York
business hours, DTC participants are subject to DTC procedures for transferring
interests in global securities to the respective depository of Clearstream or
Euroclear for the benefit of Clearstream participants or Euroclear participants.
The sale proceeds will be available to the DTC seller on the settlement date.
Thus, to the seller settling the sale through a DTC participant, a cross-market
transaction will settle no differently than a sale to a purchaser settling
through a DTC participant.

          Finally, intra-day traders that use Clearstream participants or
Euroclear participants to purchase interests in global securities from DTC
participants or sellers settling through them for delivery to Clearstream
participants or Euroclear participants should note that these trades will
automatically fail on the sale side unless affirmative action is taken. At least
three techniques should be available to eliminate this potential condition:

          o    borrowing interests in global securities through Clearstream or
               Euroclear for one day, until the purchase side of the infra-day
               trade is reflected in the relevant Clearstream or Euroclear
               accounts, in accordance with the clearing system's customary
               procedures;

          o    borrowing interests in global securities in the United States
               from a DTC participant no later than one day prior to settlement,
               which would give sufficient time for such interests to be
               reflected in the relevant Clearstream or Euroclear accounts in
               order to settle the sale side of the trade; or

          o    staggering the value dates for the buy and sell sides of the
               trade so that the value date for the purchase from the DTC
               participant is at least one day prior to the value date for the
               sale to the Clearstream participant or Euroclear participant.

          Transfers between Clearstream or Euroclear Seller and DTC Purchaser.
Due to time zone differences in their favor, Clearstream participants and
Euroclear participants may employ their customary procedures for transactions in
which interests in global securities are to be transferred by the respective
clearing system, through the respective depository, to a DTC participant. The
seller will send instructions to Clearstream or the Euroclear operator through a
Clearstream participant or Euroclear participant at least one business day prior
to settlement. Clearstream or Euroclear will instruct its respective depository,
to credit an interest in the global securities to the DTC participant's account
against payment. Payment will include interest accrued on the global securities
from and including the last distribution date to but excluding the


                                      I-3



settlement date. The payment will then be reflected in the account of the
Clearstream participant or Euroclear participant the following business day, and
receipt of the cash proceeds in the Clearstream participant's or Euroclear
participant's account would be back-valued to the value date, which would be the
preceding day, when settlement occurred through DTC in New York. If settlement
is not completed on the intended value date, i.e., the trade fails, receipt of
the cash proceeds in the Clearstream participant's or Euroclear participant's
account would instead be valued as of the actual settlement date.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

          A beneficial owner who is an individual or corporation holding the
global security on its own behalf of global securities holding securities
through Clearstream or Euroclear, or through DTC if the holder has an address
outside the U.S., will be subject to the 30% U.S. withholding tax that typically
applies to payments of interest, including original issue discount, on
registered debt issued by U.S. persons, unless:

          o    each clearing system, bank or other institution that holds
               customers' securities in the ordinary course of its trade or
               business in the chain of intermediaries between the beneficial
               owner or a foreign corporation or foreign trust and the U.S.
               entity required to withhold tax complies with applicable
               certification requirements; and

          o    the beneficial owner takes one of the following steps to obtain
               an exemption or reduced tax rate:

          o    Exemption for Non-U.S. Persons-Form W-8BEN. Beneficial holders of
               global securities that are Non-U.S. persons generally can obtain
               a complete exemption from the withholding tax by filing a signed
               Form W-8BEN, or Certificate of Foreign Status of Beneficial Owner
               for United States Tax Withholding. If the information shown on
               Form W-8BEN changes, a new Form W-8BEN must be filed within 30
               days of the change.

          o    Exemption for Non-U.S. persons with effectively connected
               income--Form W-8ECI. A Non-U.S. person, including a non-U.S.
               corporation or bank with a U.S. branch, for which the interest
               income is effectively connected with its conduct of a trade or
               business in the United States, can obtain an exemption from the
               withholding tax by filing Form W-8ECI, or Certificate of Foreign
               Person's Claim for Exemption from Withholding on Income
               Effectively Connected with the Conduct of a Trade or Business in
               the United States.

          o    Exemption or reduced rate for Non-U.S. persons resident in treaty
               countries--Form W-8BEN. Non-U.S. persons residing in a country
               that has a tax treaty with the United States can obtain an
               exemption or reduced tax rate, depending on the treaty terms, by
               filing Form W-8BEN. Form W-8BEN may be filed by
               certificateholders or their agent.


                                      I-4



          o    Exemption for U.S. Persons--Form W-9. U.S. persons can obtain a
               complete exemption from the withholding tax by filing Form W-9,
               or Payer's Request for Taxpayer Identification Number and
               Certification.

          U.S. Federal Income Tax Reporting Procedure. The holder of a global
security or, in the case of a Form W8BEN or Form W-8ECI filer, his agent, files
by submitting the appropriate form to the person through whom it holds the
security-the clearing agency, in the case of persons holding directly on the
books of the clearing agency. Form W8BEN and Form W-8ECI generally are effective
until the third succeeding calendar year from the date the form is signed.
However, the W-8BEN and W-8ECI with a taxpayer identification number will remain
effective until a change in circumstances makes any information on the form
incorrect, provided that the withholding agent reports at least annually to the
beneficial owner on Form 1042-S. The term "U.S. person" means:

          o    a citizen or resident of the United States;

          o    a corporation, partnership or other entity treated as a
               corporation or a partnership for United States federal income tax
               purposes, organized in or under the laws of the United States or
               any state thereof, including for this purpose the District of
               Columbia, unless, in the case of a partnership, future Treasury
               regulations provide otherwise;

          o    an estate that is subject to U.S. federal income tax regardless
               of the source of its income; or

          o    a trust if a court within the United States is able to exercise
               primary supervision of the administration of the trust and one or
               more United States persons have the authority to control all
               substantial decisions of the trust.

          Certain trusts not described in the final bullet of the preceding
sentence in existence on August 20, 1996 that elect to be treated as a United
States Person will also be a U.S. person. The term "Non-U.S. person" means any
person who is not a U.S. person. This summary does not deal with all aspects of
U.S. federal income tax withholding that may be relevant to foreign holders of
the global securities. Investors are encouraged to consult their own tax
advisors for specific tax advice concerning their holding and disposing of the
global securities.


                                      I-5

PROSPECTUS
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES

STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.
Depositor

CARRINGTON SECURITIES, LP
Sponsor

The depositor may periodically form separate trusts to issue certificates in
series, secured by assets of that trust.

OFFERED CERTIFICATES             The certificates in a series will represent
                                 interests in a trust and will be paid only from
                                 the assets of that trust. The certificates will
                                 not represent interests in or obligations of
                                 Stanwich Asset Acceptance Company, L.L.C.,
                                 Carrington Securities, LP or any of their
                                 affiliates. Each series may include multiple
                                 classes of certificates with differing payment
                                 terms and priorities. Credit enhancement will
                                 be provided for all offered certificates.

MORTGAGE COLLATERAL              Each trust will consist primarily of:

                                 o    mortgage loans secured by first or junior
                                      liens on one- to four-family residential
                                      properties; and/ or

                                 o    mortgage loans secured by first or junior
                                      liens on mixed-use properties; and/ or

                                 o    mortgage securities and whole or partial
                                      participations in mortgage loans.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these certificates or determined that
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

                                  MAY 16, 2006



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

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

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

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

You should rely only on the information provided in this prospectus and the
accompanying prospectus supplement, including the information incorporated by
reference. See "Additional Information," "Reports to Certificateholders" and
"Incorporation of Certain Information by Reference." You can request information
incorporated by reference from Stanwich Asset Acceptance Company, L.L.C. by
calling us at (203) 661-6186 or writing to us at Seven Greenwich Office Park,
599 West Putnam Avenue, Greenwich, Connecticut 06830. We have not authorized
anyone to provide you with different information. We are not offering the
certificates in any state where the offer is not permitted.

Some capitalized terms used in this prospectus are defined in the Glossary
attached to this prospectus.


                                        2



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
INTRODUCTION.............................................................      5

THE TRUSTS...............................................................      5
   General...............................................................      5
   The Mortgage Loans....................................................      8
   The Mortgaged Properties..............................................     12
   Loan-to-Value Ratio...................................................     13
   Underwriting Policies.................................................     14
   Mortgage Collateral Sellers...........................................     15
   Qualifications of Sellers.............................................     15
   Representations With Respect to Mortgage Collateral...................     16
   Repurchases of Mortgage Collateral....................................     17
   Limited Right of Substitution.........................................     19

DESCRIPTION OF THE CERTIFICATES..........................................     20
   General...............................................................     20
   Form of Certificates..................................................     24
   Assignment of Mortgage Loans..........................................     27
   Review of Mortgage Loan Documents.....................................     29
   Assignment of Mortgage Securities.....................................     29
   Spread................................................................     30
   Payments on Mortgage Collateral.......................................     30
   Withdrawals From the Custodial Account................................     34
   Distributions.........................................................     35
   Example of Distributions..............................................     37
   Advances..............................................................     39
   Prepayment Interest Shortfalls........................................     40
   Funding Account.......................................................     41
   Reports to Certificateholders.........................................     41
   Servicing and Administration of Mortgage Collateral...................     43
   Realization Upon Defaulted Mortgage Loans.............................     46

DESCRIPTION OF CREDIT ENHANCEMENT........................................     49
   General...............................................................     49
   Letters of Credit.....................................................     51
   Subordination.........................................................     51
   Overcollateralization and Excess Cash Flow............................     53
   Mortgage Pool Insurance Policies and Mortgage Insurance Policies......     54
   Special Hazard Insurance Policies.....................................     56
   Bankruptcy Bonds......................................................     57
   Reserve Funds.........................................................     57
   Certificate Insurance Policies; Surety Bonds..........................     58
   Maintenance of Credit Enhancement.....................................     58
   Reduction or Substitution of Credit Enhancement.......................     59

OTHER FINANCIAL OBLIGATIONS RELATED TO THE CERTIFICATES..................     60
   Swaps and Yield Supplement Agreements.................................     60
   Purchase Obligations..................................................     60

INSURANCE POLICIES ON MORTGAGE LOANS.....................................     61
   Primary Insurance Policies............................................     61
   Standard Hazard Insurance on Mortgaged Properties.....................     63


                                        3



                                TABLE OF CONTENTS
                                   (continued)

                                                                            PAGE
                                                                            ----
THE DEPOSITOR............................................................     65

CARRINGTON SECURITIES, LP................................................     65

THE POOLING AND SERVICING AGREEMENT......................................     65
   Events of Default.....................................................     68
   Rights Upon Event of Default..........................................     69
   Amendment.............................................................     70
   Termination; Retirement of Certificates...............................     71
   The Trustee...........................................................     73

YIELD CONSIDERATIONS.....................................................     73

MATURITY AND PREPAYMENT CONSIDERATIONS...................................     77

CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS..................................     81
   The Mortgage Loans....................................................     81
   Environmental Legislation.............................................     90
   Servicemembers Civil Relief Act.......................................     91
   Default Interest and Limitations on Prepayments.......................     92
   Forfeitures in Drug and RICO Proceedings..............................     93

MATERIAL FEDERAL INCOME TAX CONSEQUENCES.................................     93
   General...............................................................     93
   Opinions..............................................................     95
   REMICs................................................................     95

STATE AND OTHER TAX CONSEQUENCES.........................................    118

CERTAIN ERISA CONSIDERATIONS.............................................    118
   Plan Asset Regulation.................................................    118
   Underwriter Exemption.................................................    119
   Consultation With Counsel.............................................    127

LEGAL INVESTMENT MATTERS.................................................    127

USE OF PROCEEDS..........................................................    130

METHODS OF DISTRIBUTION..................................................    130

LEGAL MATTERS............................................................    132

ADDITIONAL INFORMATION...................................................    132

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE........................    132

GLOSSARY.................................................................    134


                                        4



                                  INTRODUCTION

The pass-through certificates offered may be sold from time to time in series.
Each series of certificates will represent in the aggregate the entire
beneficial ownership interest, excluding any interest retained by the depositor
or any other entity specified in the accompanying prospectus supplement, in a
trust consisting primarily of a segregated pool of mortgage loans, acquired by
the depositor from one or more affiliated or unaffiliated institutions. Each
series of certificates will be issued under a pooling and servicing agreement
among the depositor, the trustee and master servicer or servicer as specified in
the accompanying prospectus supplement, or a trust agreement between the
depositor and trustee as specified in the accompanying prospectus supplement.

                                   THE TRUSTS

GENERAL

     The mortgage loans and other assets described in this prospectus under "The
Trusts--The Mortgage Loans" and in the accompanying prospectus supplement will
be held in a trust for the benefit of the holders of the related series of
certificates as described in this section and in the accompanying prospectus
supplement. These assets will be evidenced by promissory notes, or mortgage
notes, that are secured by the following:

     o    mortgages;

     o    deeds of trust;

     o    other similar security instruments creating a first or junior lien on
          one- to four-family residential properties and Mixed-Use Properties;
          or

     o    whole or partial participations in the mortgage loans, which may
          include mortgage pass-through certificates, known as mortgage
          securities evidencing interests in mortgage loans.

Mortgage collateral includes mortgage loans.

     As specified in the accompanying prospectus supplement, the mortgaged
properties will primarily include any combination of the following:

     o    attached or detached one-family dwelling units;

     o    two- to four-family dwelling units;

     o    condominiums;

     o    townhouses and row houses;

     o    individual units in planned-unit developments;


                                        5



     o    modular pre-cut/panelized housing;

     o    manufactured homes;

     o    Mixed-Use Properties; and

     o    the fee, leasehold or other interests in the underlying real property.

The mortgaged properties may be located in any of the fifty states or the
District of Columbia and may include vacation, second and non-owner-occupied
homes.

     The prospectus supplement with respect to a series will describe the
specific manner in which certificates of that series issued under a particular
pooling and servicing agreement or trust agreement will evidence specified
beneficial ownership interests in a separate trust created under that pooling
and servicing agreement or trust agreement. A trust will consist of, to the
extent provided in the related pooling and servicing agreement or trust
agreement:

     o    mortgage loans and the related mortgage documents or interests
          therein, including any mortgage securities, underlying a particular
          series of certificates as from time to time are subject to the pooling
          and servicing agreement or trust agreement, exclusive of, if specified
          in the accompanying prospectus supplement, any interest retained by
          the depositor or any of its affiliates with respect to each mortgage
          loan;

     o    assets including all payments and collections derived from the
          mortgage loans or mortgage securities due after the related cut-off
          date, as from time to time are identified as deposited in the
          Custodial Account and in the related Certificate Account;

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

     o    hazard insurance policies and primary insurance policies, if any, and
          portions of the related proceeds; and

     o    any combination, as and to the extent specified in the accompanying
          prospectus supplement, of a letter of credit, purchase obligation,
          mortgage pool insurance policy, mortgage insurance policy, special
          hazard insurance policy, reserve fund, bankruptcy bond, certificate
          insurance policy, surety bond or other similar types of credit
          enhancement as described under "Description of Credit Enhancement."

     The accompanying prospectus supplement will describe the material terms and
conditions of certificates of interest or participations in mortgage loans to
the extent they are included in the related trust.

     Each mortgage loan will be selected by the depositor for inclusion in a
mortgage pool from among those purchased by the depositor from any of the
following sources:


                                        6



     o    either directly or through its affiliates, including Carrington
          Securities, LP any of which affiliates we sometimes refer to as an
          "Affiliated Intermediary Seller";

     o    sellers who are affiliates of the depositor; or

     o    savings banks, savings and loan associations, commercial banks, credit
          unions, insurance companies or similar institutions that are
          supervised and/or examined by a federal or state authority, lenders
          approved by the United States Department of Housing and Urban
          Development, known as HUD, mortgage bankers, investment banking firms,
          the Federal Deposit Insurance Corporation, known as the FDIC, and
          other mortgage loan originators or sellers not affiliated with the
          depositor, all as described in the accompanying prospectus supplement.

     The mortgage collateral sellers may include state or local government
housing finance agencies. If a mortgage pool is composed of mortgage loans
acquired by the depositor directly from sellers other than Carrington
Securities, LP or another Affiliated Intermediary Seller, the accompanying
prospectus supplement will specify the extent of mortgage loans so acquired. The
characteristics of the mortgage loans are as described in the accompanying
prospectus supplement.

     The mortgage loans may also be delivered directly to the depositor in a
Designated Seller Transaction. A "Designated Seller Transaction" is a
transaction in which the mortgage loans are provided to the depositor by an
unaffiliated seller, as more fully described in the prospectus supplement.
Certificates issued in Designated Seller Transactions may be sold in whole or in
part to any seller identified in the accompanying prospectus supplement in
exchange for the related mortgage loans, or may be offered under any of the
other methods described in this prospectus under "Methods of Distribution." The
accompanying prospectus supplement for a Designated Seller Transaction will
include information, provided by the related seller about the seller, the
mortgage loans and the underwriting standards applicable to the mortgage loans.
All representations and warranties with respect to the mortgage loans sold in a
Designated Seller Transaction will be made only by the Designated Seller. The
depositor, Carrington Securities, LP and their affiliates will not be
responsible for the accuracy or completeness of any such representations and
warranties.

     The accompanying prospectus supplement will provide material information
concerning the types and characteristics of the mortgage loans included in the
related trust as of the cut-off date. A Current Report on Form 8-K will be
available on request to holders of the related series of certificates and will
be filed, together with the related pooling and servicing agreement, with the
Securities and Exchange Commission within fifteen days after the initial
issuance of the certificates. If mortgage loans are added to or deleted from the
trust after the date of the accompanying prospectus supplement, that addition or
deletion will be noted in the Form 8-K. In the event mortgage loans are removed
from or added to the mortgage pool after the date of the accompanying prospectus
supplement and prior to the closing of the transaction and any material pool
characteristics of the actual mortgage pool differ by 5% or more from the
description of the mortgage pool in this prospectus supplement, a current report
on Form 8-K describing the final mortgage pool will be filed with the Securities
and Exchange Commission within four business


                                        7



days of the related closing. Additions or deletions of this type, if any, will
be made prior to the closing date.

THE MORTGAGE LOANS

     As described in the accompanying prospectus supplement, the mortgage loans
may be of one or more of the following types, and may include one or more of the
following characteristics:

     o    GPM Loans, which have monthly payments that increase in amount over
          time, until they are fully amortizing over the remainder of the
          original term of the mortgage loan;

     o    Buy-Down Mortgage Loans;

     o    adjustable-rate mortgage loans, or ARM loans;

     o    fixed-rate mortgage loans;

     o    actuarial loans;

     o    Interest Only Loans;

     o    Convertible Mortgage Loans;

     o    delinquent loans;

     o    seasoned mortgage loans;

     o    mortgage loans that have been modified;

     o    mortgage loans that provide for payment every other week during the
          term of the mortgage loan; and

     o    mortgage loans with equal monthly payments, Balloon Loans and mortgage
          loans that experience graduated or recalculated payment schedules.

     The mortgage loans may be secured by mortgages or deeds of trust, deeds to
secure debt or other similar security instruments creating a first or junior
lien on or other interests in the related mortgaged properties. The mortgage
loans may be loans that have been consolidated and/or have had various terms
changed, loans that have been converted from adjustable-rate mortgage loans to
fixed-rate mortgage loans, or construction loans which have been converted to
permanent mortgage loans. The mortgage will have an original or modified term to
maturity of not more than 40 years. If a mortgage loan is a modified mortgage
loan, references to origination typically shall refer to the date of
modification. In addition, a mortgaged property may be


                                        8



subject to secondary financing at the time of origination of the mortgage loan
or at any time thereafter.

     The depositor will cause the mortgage loans constituting each mortgage
pool, or mortgage securities evidencing interests therein, to be assigned to the
trustee named in the accompanying prospectus supplement, for the benefit of the
holders of all of the certificates of a series. The assignment of the mortgage
loans to the trustee will be without recourse. See "Description of the
Certificates--Assignment of Mortgage Loans."

Interest Only Loans

     As specified in the prospectus supplement, a pool may include Interest Only
Loans. Interest Only Loans generally require that a borrower make monthly
payments of accrued interest, but not principal, for a predetermined period
following origination (commonly referred to as an "interest-only period"). After
the interest-only period, the borrower's monthly payment generally will be
recalculated to cover both interest and principal so that the Interest Only Loan
will be paid in full by its final payment date. As a result, if the monthly
payment increases, the borrower may not be able to pay the increased amount and
may default or refinance the Interest Only Loan to avoid the higher payment.
Because no scheduled principal payments are required to be made during the
interest only period, the related offered certificates will receive smaller
scheduled principal distributions during that period than they would have
received if the borrower were required to make monthly payments of interest and
principal from origination. In addition, because a borrower is not required to
make scheduled principal payments during the interest only period, the principal
balance of an Interest Only Loan may be higher than the principal balance of a
similar mortgage loan that requires payment of principal and interest throughout
the entire term of the mortgage loan, and a higher principal balance may result
in a greater loss upon the liquidation of an Interest Only Loan due to a
default.

Modified Mortgage Loans

     The modifications made on mortgage loans may include conversions from an
adjustable to a fixed mortgage rate (discussed below) or other changes in the
related mortgage note. If a mortgage loan is a modified mortgage loan,
references to origination typically shall be deemed to be references to the date
of modification.

Balloon Loans

     As specified in the prospectus supplement, a pool may include Balloon
Loans. Balloon Loans generally require a monthly payment of a pre-determined
amount that will not fully amortize the loan until the maturity date, at which
time the Balloon Amount will be due and payable. For Balloon Loans, payment of
the Balloon Amount, which, based on the amortization schedule of those mortgage
loans, is expected to be a substantial amount, will typically depend on the
mortgagor's ability to obtain refinancing of the mortgage loan or to sell the
mortgaged property prior to the maturity of the Balloon Loan. The ability to
obtain refinancing will depend on a number of factors prevailing at the time
refinancing or sale is required, including, without limitation, real estate
values, the mortgagor's financial situation, the level of available mortgage
loan interest rates, the mortgagor's equity in the related mortgaged property,
tax laws, prevailing


                                        9



general economic conditions and the terms of any related first lien mortgage
loan. None of the depositor, the master servicer or servicer, or any of their
affiliates will be obligated to refinance or repurchase any mortgage loan or to
sell the mortgaged property.

Prepayment Charges on the Mortgage Loans

     In some cases, mortgage loans may be prepaid by the mortgagors at any time
without payment of any prepayment fee or penalty. The prospectus supplement will
disclose whether a material portion of the mortgage loans provide for payment of
a prepayment charge if the mortgagor prepays within a specified time period.
This charge may affect the rate of prepayment. The master servicer or servicer
or another entity identified in the accompanying prospectus supplement will
generally be entitled to all prepayment charges and late payment charges
received on the mortgage loans and those amounts will not be available for
payment on the certificates unless the prospectus supplement discloses that
those charges will be available for payment. However, some states' laws restrict
the imposition of prepayment charges even when the mortgage loans expressly
provide for the collection of those charges. See "Certain Legal Aspects of
Mortgage Loans--Default Interest and Limitations on Prepayments."

"Equity Refinance" and "Rate and Term Refinance" Mortgage Loans

     Some of the mortgage loans may be "equity refinance" mortgage loans, as to
which a portion of the proceeds are used to refinance an existing mortgage loan,
and the remaining proceeds may be retained by the mortgagor or used for purposes
unrelated to the mortgaged property. Alternatively, the mortgage loans may be
"rate and term refinance" mortgage loans, as to which substantially all of the
proceeds, net of related costs incurred by the mortgagor, are used to refinance
an existing mortgage loan or loans, which may include a junior lien, primarily
in order to change the interest rate or other terms of the existing mortgage
loan. All of these types of loans are nevertheless secured by mortgage
properties.

ARM Loans

     As described in the accompanying prospectus supplement, ARM loans will
provide for a fixed initial mortgage rate until the first date on which the
mortgage rate is to be adjusted. After this date, the mortgage rate may adjust
periodically, subject to any applicable limitations, based on changes in the
relevant index, to a rate equal to the index plus the Gross Margin. The initial
mortgage rate on an ARM loan may be lower than the sum of the then-applicable
index and the Gross Margin for the ARM loan. The index or indices for a
particular pool will be specified in the accompanying prospectus supplement
under "Description of the Mortgage Pool--The Index" and may include one of the
following indices:

     o    the weekly average yield on U.S. Treasury securities adjusted to a
          constant maturity of six months, one year or other terms to maturity;

     o    the weekly auction average investment yield of U.S. Treasury bills of
          various maturities;

     o    the daily bank prime loan rate as quoted by financial industry news
          sources;


                                       10



     o    the cost of funds of member institutions of any of the regional
          Federal Home Loan Banks;

     o    the interbank offered rates for U.S. dollar deposits in the London
          market, each calculated as of a date prior to each scheduled interest
          rate adjustment date that will be specified in the accompanying
          prospectus supplement; or

     o    the weekly average of secondary market interest rates on six-month
          negotiable certificates of deposit.

     ARM loans have features that provide different investment considerations
than fixed-rate mortgage loans. Adjustable mortgage rates can cause payment
increases that may exceed some mortgagors' capacity to cover such payments. An
ARM loan may provide that its mortgage rate may not be adjusted to a rate above
the applicable maximum mortgage rate or below the applicable minimum mortgage
rate, if any, for the ARM loan. In addition, some of the ARM loans may provide
for limitations on the maximum amount by which their mortgage rates may adjust
for any single adjustment period. Some ARM loans provide for limitations on the
amount of scheduled payments of principal and interest.

     Other ARM loans may permit the borrower to select from various payment
options on such payment date. These options may include a payment of accrued
interest only, a monthly payment that would fully amortize the ARM loan over its
remaining term to maturity at the current interest rate, and a monthly payment
that would fully amortize the ARM loan over a shorter period at the current
interest rate.

Convertible Mortgage Loans

     On any conversion of a Convertible Mortgage Loan, either the depositor will
be obligated to repurchase or the master servicer or servicer, the applicable
subservicer or a third party will be obligated to purchase the converted
mortgage loan. Alternatively, if specified in the accompanying prospectus
supplement, the depositor, the master servicer or servicer or another party may
agree to act as remarketing agent with respect to the converted mortgage loans
and, in such capacity, to use its best efforts to arrange for the sale of
converted mortgage loans under specified conditions. If any party obligated to
purchase any converted mortgage loan fails to do so, or if any remarketing agent
fails either to arrange for the sale of the converted mortgage loan or to
exercise any election to purchase the converted mortgage loan for its own
account, the related mortgage pool will thereafter include both fixed-rate and
adjustable-rate mortgage loans.

Buy-Down Mortgage Loans

     In the case of Buy-Down Mortgage Loans, the monthly payments made by the
mortgagor during the Buy-Down Period will be less than the scheduled monthly
payments on the mortgage loan, the resulting difference to be made up from:

     o    Buy-Down Funds contributed by the seller of the mortgaged property or
          another source and placed in the Buy-Down Account;


                                       11



     o    if the Buy-Down Funds are contributed on a present value basis,
          investment earnings on the Buy-Down Funds; or

     o    additional Buy-Down Funds to be contributed over time by the
          mortgagor's employer or another source.

All Buy-Down Funds will be available to fund scheduled principal and interest
payments on the related mortgage loans. See "Description of the
Certificates--Payments on Mortgage Collateral--Buy-Down Mortgage Loans."

Actuarial Loans

     Monthly payments made by or on behalf of the borrower for each loan, in
most cases, will be one-twelfth of the applicable loan rate times the unpaid
principal balance, with any remainder of the payment applied to principal. This
is known as an actuarial loan.

Delinquent Loans

     Some mortgage pools may include mortgage loans that are one or more months
delinquent with regard to payment of principal or interest at the time of their
deposit into a trust. The accompanying prospectus supplement will set forth the
percentage of mortgage loans that are so delinquent. Delinquent mortgage loans
are more likely to result in losses than mortgage loans that have a current
payment status.

Performance Mortgage Loans

     Some mortgage pools may include mortgage loans that provide that the
mortgagor may qualify for one or more permanent reductions in the note rate on
the mortgagor's mortgage note. If applicable, the accompanying prospectus
supplement will set forth the requirements the mortgagor must satisfy to qualify
to obtain a performance mortgage loan.

THE MORTGAGED PROPERTIES

     The mortgaged properties may consist of attached or detached individual
dwellings, individual or adjacent condominiums, townhouses, duplexes, row
houses, modular pre-cut/panelized housing, individual units or two-to four-unit
dwellings in planned unit developments, two- to four-family dwellings, Mixed-Use
Properties and other attached dwelling units. Each mortgaged property will be
located on land owned in fee simple by the mortgagor or, if specified in the
accompanying prospectus supplement, land leased by the mortgagor. Attached
dwellings may include structures where each mortgagor owns the land on which the
unit is built with the remaining adjacent land owned in common, or dwelling
units subject to a proprietary lease. See "Certain Legal Aspects of Mortgage
Loans."

     Mortgage loans secured by Mixed-Use Property, or mixed-use mortgage loans,
will consist of mortgage loans secured by first or junior mortgages, deeds of
trust or similar security instruments on fee simple or leasehold interests in
Mixed-Use Property. The mixed-use mortgage loans may also be secured by one or
more assignments of leases and rents, management agreements or operating
agreements relating to the mortgaged property and in some


                                       12



cases by certain letters of credit, personal guarantees or both. Under an
assignment of leases and rents, the related mortgagor assigns its right, title
and interest as landlord under each related lease and the income derived from
the lease to the related lender, while retaining a right to collect the rents
for so long as there is no default. If the mortgagor defaults, the right of the
mortgagor terminates and the related lender is entitled to collect the rents
from tenants to be applied to the payment obligations of the mortgagor. State
law may limit or restrict the enforcement of the assignment of leases and rents
by a lender until the lender takes possession of the related mortgaged property
and a receiver is appointed.

     Mixed-use real estate lending is generally viewed as exposing the lender to
a greater risk of loss than one- to four-family residential lending. Mixed-use
real estate lending typically involves larger loans to single mortgagors or
groups of related mortgagors than residential one- to four-family mortgage
loans. Furthermore, the repayment of loans secured by income-producing
properties is typically dependent on the successful operation of the related
real estate project. If the cash flow from the project is reduced, for example,
if leases are not obtained or renewed, the borrower's ability to repay the loan
may be impaired. Mixed-use real estate can be affected significantly by supply
and demand in the market for the type of property securing the loan and,
therefore, may be subject to adverse economic conditions. Market values may vary
as a result of economic events or governmental regulations outside the control
of the borrower or lender, such as rent control laws, which impact the future
cash flow of the property.

     The mortgaged properties may be owner-occupied or non-owner-occupied and
may include vacation homes, second homes and investment properties. The
percentage of mortgage loans that are owner-occupied will be disclosed in the
accompanying prospectus supplement. The basis for any statement that a given
percentage of the mortgage loans are secured by mortgaged properties that are
owner-occupied will be one or more of the following:

     o    the making of a representation by the mortgagor at origination of a
          mortgage loan that the mortgagor intends to use the mortgaged property
          as a primary residence;

     o    a representation by the originator of the mortgage loan, which may be
          based solely on the above clause; or

     o    the fact that the mailing address for the mortgagor is the same as the
          address of the mortgaged property.

Any representation and warranty in the related pooling and servicing agreement
regarding owner-occupancy may be based solely on that information. Mortgage
loans secured by investment properties, including two- to four-unit dwellings,
may also be secured by an assignment of leases and rents and operating or other
cash flow guarantees relating to the mortgage loans.

LOAN-TO-VALUE RATIO

     In the case of most mortgage loans made to finance the purchase of the
mortgaged property, the Loan-to-Value Ratio, or LTV ratio, is the ratio,
expressed as a percentage, of the principal balance of the mortgage loan at
origination to the lesser of (1) the appraised value


                                       13



determined in an appraisal obtained at origination of the mortgage loan and (2)
the sales price for the related mortgaged property.

     In the case of certain other mortgage loans made to refinance non-purchase
mortgage loans or modified or converted mortgage loans, the LTV ratio at
origination is defined in most cases as the ratio, expressed as a percentage, of
the principal balance of the mortgage loan to either the appraised value
determined in an appraisal obtained at the time of refinancing, modification or
conversion or, if no appraisal has been obtained, to the lesser of (1) the
appraised value or other valuation of the related mortgaged property determined
at origination of the loan to be refinanced, modified or converted and (2) the
sale price of the related mortgaged property. In some cases, in lieu of an
appraisal, a valuation of the mortgaged property will be obtained from a service
that provides an automated valuation. An automated valuation evaluates, through
the use of computer models, various types of publicly-available information,
such as recent sales prices for similar homes within the same geographic area
and within the same price range. In the case of some mortgage loans seasoned for
over twelve months, the LTV ratio may be determined at the time of purchase from
the related seller based on the ratio of the current loan amount to the current
value of the mortgaged property. Appraised values may be determined by either:

     o    a statistical analysis

     o    a broker's price opinion, or

     o    an automated valuation, drive-by appraisal or other certification of
          value.

     With respect to any junior mortgage loan, the combined LTV ratio, or CLTV
ratio, usually will be the ratio, expressed as a percentage, of the sum of the
cut-off date principal balance of the junior mortgage loan and the principal
balance of any related mortgage loans that constitute liens senior or
subordinate to the lien of the junior mortgage loan on the related mortgaged
property, at the time of the origination of the junior mortgage loan, or, in
some cases, at the time of an appraisal subsequent to origination, to the lesser
of (1) the appraised value of the related mortgaged property determined in the
appraisal used in the origination of the junior mortgage loan, or the value
determined in an appraisal obtained subsequent to origination, and (2) in some
cases, the sales price of the mortgaged property. With respect to each junior
mortgage loan, the junior mortgage ratio in most cases will be the ratio,
expressed as a percentage, of the cut-off date principal balance of the junior
mortgage loan to the sum of the cut-off date principal balance of the junior
mortgage loan and the principal balance of any mortgage loans senior or
subordinate to the junior mortgage loan at the time of the origination of the
junior mortgage loan.

UNDERWRITING POLICIES

     The mortgage loans will be acquired by the depositor, either directly or
through affiliates, from affiliated or unaffiliated sellers. The depositor does
not originate loans and has not identified specific originators or sellers of
loans from whom the depositor, either directly or through affiliates, will
purchase the loans to be included in a trust fund. The underwriting standards
for loans of a particular series will be described in the related prospectus
supplement. Each mortgage collateral seller or originator will represent and
warrant that all loans originated


                                       14



and/or sold by it to the depositor or one of its affiliates will have been
underwritten in accordance with standards consistent with those utilized by
lenders generally during the period of origination for similar types of loans.

     Underwriting standards are applied by or on behalf of a lender to evaluate
the mortgagor's credit standing and repayment ability, and the value and
adequacy of the related mortgaged property, home improvements or manufactured
home, as applicable, as collateral.

     The maximum loan amount will vary depending upon a mortgagor's Credit Score
and loan program but will not generally exceed an amount specified in the
related prospectus supplement. Variations in maximum loan amount limits will be
permitted based on compensating factors. Compensating factors may generally
include, but are not limited to, and to the extent specified in the related
prospectus supplement, low LTV ratio, low debt-to-income ratio, stable
employment, favorable credit history and the nature of the underlying first
mortgage loan, if applicable.

MORTGAGE COLLATERAL SELLERS

     The mortgage collateral to be included in a trust will be purchased by the
depositor directly or indirectly, through an Affiliated Intermediary Seller,
from mortgage collateral sellers that may be banks, savings and loan
associations, credit unions, insurance companies, mortgage bankers, investment
banking firms, insurance companies, the FDIC, and other mortgage loan
originators or sellers not affiliated with the depositor. The mortgage
collateral sellers may be affiliates of the depositor. Such purchases may occur
by one or more of the following methods:

     o    one or more direct or indirect purchases from unaffiliated sellers,
          which may occur simultaneously with the issuance of the certificates
          or which may occur over an extended period of time; or

     o    one or more purchases from affiliated sellers.

     Mortgage loans may be purchased under agreements relating to ongoing
purchases of mortgage loans by an Affiliated Intermediary Seller. The prospectus
supplement for a series of certificates will disclose the method or methods used
to acquire the mortgage collateral for the series. The depositor may issue one
or more classes of certificates to a mortgage collateral seller as consideration
for the purchase of the mortgage collateral securing such series of
certificates, if so described in the accompanying prospectus supplement.

QUALIFICATIONS OF SELLERS

     Each Seller is selected by Carrington Securities, LP. In determining
whether to approve a mortgage collateral seller, Carrington Securities, LP
generally considers, among other things: the financial status of the mortgage
collateral seller; the previous experience of the mortgage collateral seller in
originating mortgage loans and its potential origination volumes; the prior
delinquency and loss experience of the mortgage collateral seller (if
available); the underwriting standards employed by the mortgage collateral
seller and its quality control procedures; and, if


                                       15



applicable, the servicing operations of the mortgage collateral seller. A
mortgage collateral seller may be an affiliate of the depositor.

     There can be no assurance that any mortgage collateral seller presently
meets any qualifications or will continue to meet any qualifications at the time
of inclusion of mortgage collateral sold by it in the trust for a series of
certificates, or thereafter. If an mortgage collateral seller becomes subject to
the direct or indirect control of the FDIC, or if a mortgage collateral seller's
net worth, financial performance or delinquency and foreclosure rates are
adversely impacted, the institution may continue to be treated as a mortgage
collateral seller. Any event may adversely affect the ability of any such
mortgage collateral seller to repurchase mortgage collateral in the event of a
breach of a representation or warranty which has not been cured. See
"--Repurchases of Mortgage Collateral" below.

REPRESENTATIONS WITH RESPECT TO MORTGAGE COLLATERAL

     Each mortgage collateral seller, or a party on its behalf, will have made
representations and warranties in respect of the mortgage loans sold by such
mortgage collateral seller. Such representations and warranties include, unless
otherwise provided in the related prospectus supplement, among other things:

     o    that any required hazard insurance was effective at the origination of
          each mortgage loan, and that each such policy remained in effect on
          the date of purchase of the mortgage loan from the mortgage collateral
          seller by or on behalf of the depositor;

     o    that, in the case of single-family loans and multifamily loans, either
          (i) title insurance insuring, subject only to permissible title
          insurance exceptions, the lien status of the mortgage was effective at
          the origination of each mortgage loan and such policy remained in
          effect on the date of purchase of the mortgage loan from the mortgage
          collateral seller by or on behalf of the depositor or (ii) if the
          mortgaged property securing any mortgage loan is located in an area
          where such policies are generally not available, there is in the
          related mortgage file an attorney's certificate of title indicating,
          subject to such permissible exceptions set forth therein, the first
          lien status of the mortgage;

     o    that the mortgage collateral seller had good title to each mortgage
          loan and each mortgage loan was subject to no offsets, defenses,
          counterclaims or rights of rescission except to the extent that any
          buy-down agreement may forgive certain indebtedness of a borrower;

     o    that each mortgage constituted a valid first lien on, or security
          interest in, the mortgaged property, subject only to permissible title
          insurance exceptions and senior liens, if any, and that the mortgaged
          property was free from damage and was in good repair; and

     o    that each mortgage loan was made in compliance with, and is
          enforceable under, all applicable local, state and federal laws and
          regulations in all material respects.

     If a person other than a mortgage collateral seller makes any of the
foregoing representations and warranties on behalf of such mortgage collateral
seller, the identity of such


                                       16



person will be specified in the related prospectus supplement. Any person making
representations and warranties on behalf of a mortgage collateral seller shall
be an affiliate thereof or such other person acceptable to the depositor having
knowledge regarding the subject matter of such representations and warranties.

     All of the representations and warranties made by or on behalf of a
mortgage collateral seller in respect of a mortgage loan will have been made as
of the date on which such mortgage collateral seller sold the mortgage loan to
or on behalf of the depositor or to an Affiliated Intermediary Seller. In the
case of the sale of mortgage loans by a mortgage collateral seller to an
Affiliated Intermediary Seller, some or all of such representations and
warranties may be reconstituted by such mortgage collateral seller as of the
date on which the Affiliated Intermediary Seller sold such mortgage loans to the
depositor. A substantial period of time may have elapsed between such date and
the date of initial issuance of the series of securities evidencing an interest
in such mortgage loan. Unless otherwise specified in the related prospectus
supplement, in the event of a breach of any such representation or warranty that
materially adversely affects the interests of the certificateholders in the
mortgage loan, a designated seller or the mortgage collateral seller will be
obligated to cure such breach or repurchase or substitute for the affected
mortgage loan as described below. Since the representations and warranties made
by or on behalf of such mortgage collateral seller do not address events that
may occur following the sale and/or reconstitution, as applicable, of a mortgage
loan by such mortgage collateral seller, it will have a cure, repurchase or
substitution obligations in connection with a breach of such a representation
and warranty only if the relevant event that causes such breach occurs prior to
the date of such sale and/or reconstitution, as applicable. A mortgage
collateral seller would have no such obligations if the relevant event that
causes such breach occurs after the date of such sale and/or reconstitution, as
applicable. However, the depositor will not include any mortgage loan in the
trust fund for any series of securities if anything has come to the depositor's
attention that would cause it to believe that the representations and warranties
made in respect of such mortgage loan will not be accurate and complete in all
material respects as of the date of initial issuance of the related series of
securities.

     The only representations and warranties to be made for the benefit of
holders of securities in respect of any mortgage loan relating to the period
commencing on the date of sale of such mortgage loan by the mortgage collateral
seller to or on behalf of the depositor will be certain limited representations
of the depositor and of the master servicer or servicer described below under
"Description of the Certificates--Assignment of Mortgage Loans". If the master
servicer or servicer is also a mortgage collateral seller with respect to a
particular series, such representations will be in addition to the
representations and warranties made by the master servicer or servicer in its
capacity as a mortgage collateral seller.

REPURCHASES OF MORTGAGE COLLATERAL

     If a designated seller or the mortgage collateral seller cannot cure a
breach of any representation or warranty made by it and assigned to the trustee
for the benefit of the certificateholders relating to an item of mortgage
collateral within 90 days after notice from the master servicer, the servicer,
the Certificate Administrator or the trustee, and the breach materially and
adversely affects the interests of the certificateholders in the item of
mortgage


                                       17



collateral, the designated seller or the mortgage collateral seller, as the case
may be, will be obligated to purchase the item of mortgage collateral at a price
described in the related pooling and servicing agreement or trust agreement.
Likewise, as described under "Description of the Certificates--Review of
Mortgage Loan Documents," if the servicer or the mortgage collateral seller, as
applicable, cannot cure certain documentary defects with respect to a mortgage
loan, the servicer or the mortgage collateral seller, as applicable, will be
required to repurchase the item of mortgage collateral. The purchase price for
any item of mortgage collateral will be equal to the principal balance thereof
as of the date of purchase plus accrued and unpaid interest to the first day of
the month following the month of repurchase, less the amount, expressed as a
percentage per annum, payable in respect of servicing or administrative
compensation and the uncertificated interest allocable to interest in a trust
asset, if any. In certain limited cases, a substitution may be made in lieu of
such repurchase obligation. See "--Limited Right of Substitution" below.

     Because the listing of the related mortgage collateral generally contains
information with respect to the mortgage collateral as of the cut-off date,
prepayments and, in certain limited circumstances, modifications to the interest
rate and principal and interest payments may have been made with respect to one
or more of the related items of mortgage collateral between the cut-off date and
the closing date. Neither a designated seller nor any mortgage collateral seller
will be required to repurchase or substitute for any item of mortgage collateral
as a result of any such prepayment or modification.

     The master servicer, the servicer or the Certificate Administrator, as
applicable, will be required under the applicable pooling and servicing
agreement or trust agreement to use its best reasonable efforts to enforce the
repurchase obligation of the designated seller or the mortgage collateral seller
of which it has knowledge due to a breach of a representation and warranty that
was made to or assigned to the trustee (to the extent applicable), or the
substitution right described below, for the benefit of the trustee and the
certificateholders, using practices it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. The master servicer or servicer is not obligated to review, and will
not review, every loan that is in foreclosure or is delinquent to determine if a
breach of a representation and warranty has occurred. The master servicer or
servicer will maintain policies and procedures regarding repurchase practices
that are consistent with its general servicing activities. These policies and
procedures generally will limit review of loans that are seasoned and these
policies and procedures are subject to change, in good faith, to reflect the
master servicer's or servicer's current servicing activities. Application of
these policies and procedures may result in losses being borne by the related
credit enhancement and, to the extent not available, the related
certificateholders.

     The master servicer or servicer will be entitled to reimbursement for any
costs and expenses incurred in pursuing any purchase or substitution obligation
with respect to a breach by a seller of a representation and warranty that has
been assigned to the trustee for the benefit of the certificateholders,
including but not limited to any costs or expenses associated with litigation.
In instances where a seller is unable, or disputes its obligation, to purchase
affected mortgage loans, the master servicer or servicer, employing the
standards described in the preceding paragraph, may negotiate and enter into one
or more settlement agreements with that seller that could provide for, among
other things, the purchase of only a portion of the affected


                                       18



mortgage loans or coverage of some loss amounts. Any such settlement could lead
to losses on the mortgage loans which would be borne by the related credit
enhancement, and to the extent not available, on the related certificates.

     Furthermore, the master servicer or servicer may pursue foreclosure or
similar remedies concurrently with pursuing any remedy for a breach of a
representation and warranty. However, the master servicer or servicer is not
required to continue to pursue both remedies if it determines that one remedy is
more likely to result in a greater recovery. In accordance with the above
described practices, the master servicer or servicer will not be required to
enforce any purchase obligation of a designated seller or mortgage collateral
seller arising from any misrepresentation by the designated seller, or seller,
if the master servicer or servicer determines in the reasonable exercise of its
business judgment that the matters related to the misrepresentation did not
directly cause or are not likely to directly cause a loss on the related
mortgage loan. If the seller fails to repurchase and no breach of either the
depositor's or the Affiliated Intermediary Seller's representations has
occurred, the seller's purchase obligation will not become an obligation of the
depositor or the Affiliated Intermediary Seller. In the case of a Designated
Seller Transaction where the seller fails to repurchase a mortgage loan and
neither the depositor, the Affiliated Intermediary Seller nor any other entity
has assumed the representations and warranties, the repurchase obligation of the
seller will not become an obligation of the depositor or Carrington Securities,
LP. The foregoing obligations will constitute the sole remedies available to
certificateholders or the trustee for a breach of any representation by a
seller, if applicable, or for any other event giving rise to the obligations.

     Neither the depositor nor the master servicer or servicer will be obligated
to purchase a mortgage loan if a seller or designated seller defaults on its
obligation to do so, and no assurance can be given that the sellers will carry
out those obligations with respect to mortgage loans. This type of default by a
seller or designated seller is not a default by the depositor or by the master
servicer or servicer. Any mortgage loan not so purchased or substituted for
shall remain in the related trust and any losses related thereto shall be
allocated to the related credit enhancement, and to the extent not available, to
the related certificates.

     Notwithstanding the foregoing, if any seller requests that the master
servicer or servicer consent to the transfer of subservicing rights relating to
any mortgage loans to a successor servicer, the master servicer or servicer may
release that seller from liability under its representations and warranties
described above if the successor servicer assumes the seller's liability for the
representations and warranties as of the date they were made. In that event, the
master servicer's or servicer's rights under the instrument by which the
successor servicer assumes the seller's liability will be assigned to the
trustee, and the successor servicer shall be deemed to be the "seller" for
purposes of the foregoing provisions.

LIMITED RIGHT OF SUBSTITUTION

     In the case of a mortgage loan required to be repurchased from the trust
the related mortgage collateral seller or a designated seller, as applicable,
may substitute a new mortgage loan for the repurchased mortgage loan that was
removed from the trust, during the limited time period described below. Under
some circumstances, any substitution must be effected within 120 days of the
date of the issuance of the certificates with respect to a trust. With respect
to a


                                       19



trust for which a REMIC election is to be made, except as otherwise provided in
the accompanying prospectus supplement, the substitution must be effected within
two years of the date of the issuance of the certificates, and may not be made
unless an opinion of counsel is delivered to the effect that the substitution
would not cause the trust to fail to qualify as a REMIC and either (a) an
opinion of counsel is delivered to the effect that such substitution would not
result in a prohibited transaction tax under the Internal Revenue Code or (b)
the trust is indemnified for any prohibited transaction tax that may result from
the substitution.

     In most cases, any qualified substitute mortgage loan will, on the date of
substitution:

     o    have an outstanding principal balance, after deduction of the
          principal portion of the monthly payment due in the month of
          substitution, not in excess of the outstanding principal balance of
          the repurchased mortgage loan;

     o    have a mortgage rate and a Net Mortgage Rate not less than, and not
          more than one percentage point greater than, the mortgage rate and Net
          Mortgage Rate, respectively, of the repurchased mortgage loan as of
          the date of substitution;

     o    have an LTV ratio at the time of substitution no higher than that of
          the repurchased mortgage loan;

     o    have a remaining term to maturity not greater than, and not more than
          one year less than, that of the repurchased mortgage loan;

     o    be secured by mortgaged property located in the United States; and

     o    comply with all of the representations and warranties described in the
          related pooling and servicing agreement as of the date of
          substitution.

     If the outstanding principal balance of a qualified substitute mortgage
loan is less than the outstanding principal balance of the related repurchased
mortgage loan, the amount of the shortfall shall be deposited into the Custodial
Account in the month of substitution for distribution to the related
certificateholders. The related pooling and servicing agreement may include
additional requirements relating to ARM loans or other specific types of
mortgage loans, or additional provisions relating to meeting the foregoing
requirements on an aggregate basis where a number of substitutions occur
contemporaneously. A mortgage collateral seller, including a seller in a
Designated Seller Transaction, will have no option to substitute for a mortgage
loan that it is obligated to repurchase in connection with a breach of a
representation and warranty.

                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     The certificates will be issued in series. Each series of certificates or,
in some instances, two or more series of certificates, will be issued under a
pooling and servicing agreement or, in


                                       20



the case of certificates backed by mortgage securities, a trust agreement,
similar to one of the forms filed as an exhibit to the registration statement
under the Securities Act of 1933, as amended, with respect to the certificates
of which this prospectus is a part. Each pooling and servicing agreement or
trust agreement will be filed with the Securities and Exchange Commission as an
exhibit to a Form 8-K. The following summaries, together with additional
summaries under "The Pooling and Servicing Agreement" below, describe all
material terms and provisions relating to the certificates common to each
pooling and servicing agreement or trust agreement. All references to a "pooling
and servicing agreement" and any discussion of the provisions of any pooling and
servicing agreement will also apply to trust agreements. 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
for each trust and the accompanying prospectus supplement.

     Each series of certificates may consist of any one or a combination of the
following types of certificates:

Accretion Directed............   A class that receives principal payments from
                                 the accreted interest from specified accrual
                                 classes. An accretion directed class also may
                                 receive principal payments from principal paid
                                 on the underlying pool of assets.

Accrual.......................   A class that accretes the amount of accrued
                                 interest otherwise distributable on the class,
                                 which amount will be added as principal to the
                                 principal balance of the class on each
                                 applicable distribution date. The accretion may
                                 continue until some specified event has
                                 occurred or until the accrual class is retired.

Companion.....................   A class that receives principal payments on any
                                 distribution date only if scheduled payments
                                 have been made on specified planned principal
                                 classes, targeted principal classes or
                                 scheduled principal classes.

Component.....................   A class consisting of "components." The
                                 components of a class of component certificates
                                 may have different principal and interest
                                 payment characteristics but together constitute
                                 a single class. Each component of a class of
                                 component certificates may be identified as
                                 falling into one or more of the categories in
                                 this chart.

Fixed Rate....................   A class with an interest rate that is fixed
                                 throughout the life of the class.


                                       21



Floating Rate.................   A class with an interest rate that resets
                                 periodically based upon a designated index and
                                 that varies directly with changes in the index.

Interest Only.................   A class having no principal balance and bearing
                                 interest on the related notional amount. The
                                 notional amount is used for purposes of the
                                 determination of interest distributions.

Inverse Floating Rate.........   A class with an interest rate that resets
                                 periodically based upon a designated index and
                                 that varies inversely with changes in the
                                 index.

Lockout.......................   A class that, for the period of time specified
                                 in the related prospectus supplement, generally
                                 will not receive (in other words, is locked out
                                 of) (1) Principal Prepayments on the underlying
                                 pool of assets that are allocated
                                 disproportionately to the senior certificates
                                 because of the shifting interest structure of
                                 the certificates in the trust and/or (2)
                                 scheduled principal payments on the underlying
                                 pool of assets, as specified in the related
                                 prospectus supplement. During the lock-out
                                 period, the portion of the principal
                                 distributions on the underlying pool of assets
                                 that the lockout class is locked out of will be
                                 distributed to the other classes of senior
                                 certificates.

Partial Accrual...............   A class that accretes a portion of the amount
                                 of accrued interest on it, which amount will be
                                 added to the principal balance of the class on
                                 each applicable distribution date, with the
                                 remainder of the accrued interest to be
                                 distributed currently as interest on the class.
                                 The accretion may continue until a specified
                                 event has occurred or until the partial accrual
                                 class is retired.

Principal Only................   A class that does not bear interest and is
                                 entitled to receive only distributions of
                                 principal.


                                       22



Planned Principal or PACs.....   A class that is designed to receive principal
                                 payments using a predetermined principal
                                 balance schedule derived by assuming two
                                 constant prepayment rates for the underlying
                                 pool of assets. These two rates are the
                                 endpoints for the "structuring range" for the
                                 planned principal class. The planned principal
                                 classes in any series of certificates may be
                                 subdivided into different categories (e.g.,
                                 primary planned principal classes, secondary
                                 planned principal classes and so forth) having
                                 different effective structuring ranges and
                                 different principal payment priorities. The
                                 structuring range for the secondary planned
                                 principal class of a series of certificates
                                 will be narrower than that for the primary
                                 planned principal class of the series.

Scheduled Principal...........   A class that is designed to receive principal
                                 payments using a predetermined principal
                                 balance schedule but is not designated as a
                                 planned principal class or targeted principal
                                 class. In many cases, the schedule is derived
                                 by assuming two constant prepayment rates for
                                 the underlying pool of assets. These two rates
                                 are the endpoints for the "structuring range"
                                 for the scheduled principal class.

Senior Support................   A class that absorbs the realized losses other
                                 than excess losses that would otherwise be
                                 allocated to a Super Senior class after the
                                 related classes of subordinated certificates
                                 are no longer outstanding.

Sequential Pay................   Classes that receive principal payments in a
                                 prescribed sequence, that do not have
                                 predetermined principal balance schedules and
                                 that under all circumstances receive payments
                                 of principal continuously from the first
                                 distribution date on which they receive
                                 principal until they are retired. A single
                                 class that receives principal payments before
                                 or after all other classes in the same series
                                 of certificates may be identified as a
                                 sequential pay class


                                       23



Super Senior..................   A class that will not bear its proportionate
                                 share of realized losses (other than excess
                                 losses) as its share is directed to another
                                 class, referred to as the "senior support
                                 class" until the class certificate balance of
                                 the support class is reduced to zero.

Targeted Principal or TACs....   A class that is designed to receive principal
                                 payments using a predetermined principal
                                 balance schedule derived by assuming a single
                                 constant prepayment rate for the underlying
                                 pool of assets.

Variable Rate.................   A class with an interest rate that resets
                                 periodically and is calculated by reference to
                                 the rate or rates of interest applicable to
                                 specified assets or instruments (e.g., the
                                 mortgage rates borne by the underlying mortgage
                                 loans).

     Credit support for each series of certificates may be provided by a
mortgage pool insurance policy, mortgage insurance policy, special hazard
insurance policy, bankruptcy bond, letter of credit, purchase obligation,
reserve fund, certificate insurance policy, surety bond or other credit
enhancement as described under "Description of Credit Enhancement," or by the
subordination of one or more classes of certificates as described under
"Subordination" or by any combination of the foregoing.

FORM OF CERTIFICATES

     As specified in the accompanying prospectus supplement, the certificates of
each series will be issued either as physical certificates or in book-entry
form. If issued as physical certificates, the certificates will be in fully
registered form only in the denominations specified in the accompanying
prospectus supplement, and will be transferable and exchangeable at the
corporate trust office of the certificate registrar appointed under the related
pooling and servicing agreement to register the certificates. No service charge
will be made for any registration of exchange or transfer of certificates, but
the trustee may require payment of a sum sufficient to cover any tax or other
governmental charge. The term certificateholder or holder refers to the entity
whose name appears on the records of the certificate registrar or, if
applicable, a transfer agent, as the registered holder of the certificate,
except as otherwise indicated in the accompanying prospectus supplement.

     If issued in book-entry form, the classes of a series of certificates will
be initially issued through the book-entry facilities of The Depository Trust
Company, or DTC. No global security representing book-entry certificates may be
transferred except as a whole by DTC to a nominee of DTC, or by a nominee of DTC
to another nominee of DTC. Thus, DTC or its nominee will be the only registered
holder of the certificates and will be considered the sole representative of the
beneficial owners of certificates for all purposes.

     The registration of the global securities in the name of Cede & Co. will
not affect beneficial ownership and is performed merely to facilitate subsequent
transfers. The book-entry system, is used because it eliminates the need for
physical movement of securities. The laws of


                                       24



some jurisdictions, however, may require some purchasers to take physical
delivery of their securities in definitive form. These laws may impair the
ability to own or transfer book-entry certificates.

     Purchasers of securities in the United States may hold interests in the
global certificates through DTC, either directly, if they are participants in
that system, or indirectly through a participant in DTC. Purchasers of
securities in Europe may hold interests in the global securities through
Clearstream, Luxembourg, or through Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

     Because DTC will be the only registered owner of the global securities,
Clearstream, Luxembourg and Euroclear will hold positions through their
respective United States depositories, which in turn will hold those positions
in customers' securities accounts in the depositaries' names on the books of
DTC.

     DTC is a limited-purpose trust company organized under the laws of the
State of New York, which holds securities for its DTC participants, which
include securities brokers and dealers, banks, trust companies and clearing
corporations. DTC together with the Clearstream and Euroclear System
participating organizations facilitates the clearance and settlement of
securities transactions between participants through electronic book-entry
changes in the accounts of participants. Other institutions that are not
participants but indirect participants which clear through or maintain a
custodial relationship with participants have indirect access to DTC's clearance
system.

     Unless otherwise specified in the accompanying prospectus supplement, no
beneficial owner in an interest in any book-entry certificate will be entitled
to receive a certificate representing that interest in registered, certificated
form, unless either (i) DTC is no longer willing and able to act as the
depository and a successor depository is not obtained, or (ii) after the
occurrence of an event of default under the related pooling and servicing
agreement, the beneficial owners, representing in the aggregate not less than
66% of the ownership interests of the book entry certificates, advise the
trustee that the book-entry system is no longer in the best interests of the
beneficial owners. Upon the occurrence of one of the foregoing events, the
trustee is required to notify, through DTC, participants who have ownership of
DTC registered certificates as indicated on the records of DTC of the
availability of definitive certificates for their DTC registered certificates.
Upon surrender by DTC of the definitive certificates representing the DTC
registered certificates and upon receipt of instructions from DTC for
re-registration, the trustee will reissue the DTC registered certificates as
definitive certificates issued in the respective principal amounts owned by
individual beneficial owners, and thereafter the trustee and the master servicer
or servicer will recognize the holders of the definitive certificates as
certificateholders under the pooling and servicing agreement.

     Prior to any such event, beneficial owners will not be recognized by the
trustee, the master servicer, the servicer or the Certificate Administrator as
holders of the related certificates for purposes of the pooling and servicing
agreement, and beneficial owners will be able to exercise their rights as owners
of their certificates only indirectly through DTC, participants and indirect
participants. Any beneficial owner that desires to purchase, sell or otherwise
transfer any interest in book-entry certificates may do so only through DTC,
either directly if the


                                       25



beneficial owner is a participant or indirectly through participants and, if
applicable, indirect participants. Under the procedures of DTC, transfers of the
beneficial ownership of any book-entry certificates will be required to be made
in minimum denominations specified in the accompanying prospectus supplement.
The ability of a beneficial owner to pledge book-entry certificates to persons
or entities that are not participants in the DTC system, or to otherwise act for
the certificates, may be limited because of the lack of physical certificates
evidencing the certificates and because DTC may act only on behalf of
participants.

     Because of time zone differences, the securities account of a Clearstream
or Euroclear System participant as a result of a transaction with a DTC
participant, other than a depositary holding on behalf of Clearstream or
Euroclear System, will be credited during a subsequent securities settlement
processing day, which must be a business day for Clearstream or Euroclear
System, as the case may be, immediately following the DTC settlement date.
Credits or any transactions in those securities settled during this processing
will be reported to the relevant Euroclear System participant or Clearstream
participants on that business day. Cash received in Clearstream or Euroclear
System as a result of sales of securities by or through a Clearstream
participant or Euroclear System participant to a DTC participant, other than the
depositary for Clearstream or Euroclear System, will be received with value on
the DTC settlement date, but will be available in the relevant Clearstream or
Euroclear System cash account only as of the business day following settlement
in DTC.

     Transfers between participants will occur in accordance with DTC rules.
Transfers between Clearstream participants and Euroclear System participants
will occur in accordance with their respective rules and operating procedures.

     Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream
participants or Euroclear System participants, on the other, will be effected in
DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by the relevant depositaries; however, the cross
market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in that system in
accordance with its rules and procedures and within its established deadlines
defined with respect to European time. The relevant European international
clearing system will, if the transaction meets its settlement requirements,
deliver instructions to its depositary to take action to effect final settlement
on its behalf by delivering or receiving securities in DTC, and making or
receiving payment in accordance with normal procedures for same day funds
settlement applicable to DTC. Clearstream participants and Euroclear System
participants may not deliver instructions directly to the depositaries.

     Clearstream, as a professional depository, holds securities for its
participating organizations and facilitates the clearance and settlement of
securities transactions between Clearstream participants through electronic
book-entry changes in accounts of Clearstream participants, thereby eliminating
the need for physical movement of certificates. As a professional depository,
Clearstream is subject to regulation by the Luxembourg Monetary Institute.

     Euroclear System was created to hold securities for participants of
Euroclear System and to clear and settle transactions between Euroclear System
participants through simultaneous


                                       26



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. The Euroclear System operator is Euroclear
Bank S.A./N.V., under contract with the clearance cooperative, Euroclear System
Clearance Systems S.C., a Belgian co-operative corporation. All operations are
conducted by the Euroclear System operator, and all Euroclear System securities
clearance accounts and Euroclear System cash accounts are accounts with the
Euroclear System operator, not the clearance cooperative.

     The clearance cooperative establishes policy for Euroclear System on behalf
of Euroclear System participants. Securities clearance accounts and cash
accounts with the Euroclear System operator are governed by the terms and
conditions Governing Use of Euroclear System and the related operating
procedures of the Euroclear System and applicable Belgian law. The terms and
conditions govern transfers of securities and cash within Euroclear System,
withdrawals of securities and cash from Euroclear System, and receipts of
payments with respect to securities in Euroclear System. All securities in
Euroclear System are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts.

     Distributions on the book-entry certificates will be forwarded by the
trustee to DTC, and DTC will be responsible for forwarding those payments to
participants, each of which will be responsible for disbursing the payments to
the beneficial owners it represents or, if applicable, to indirect participants.
Accordingly, beneficial owners may experience delays in the receipt of payments
relating to their certificates. Under DTC's procedures, DTC will take actions
permitted to be taken by holders of any class of book-entry certificates under
the pooling and servicing agreement only at the direction of one or more
participants to whose account the book-entry certificates are credited and whose
aggregate holdings represent no less than any minimum amount of percentage
interests or voting rights required therefor. DTC may take conflicting actions
with respect to any action of certificateholders of any class to the extent that
participants authorize those actions. None of the master servicer, the servicer,
the depositor, the Certificate Administrator, the trustee or any of their
respective affiliates has undertaken any responsibility or assumed any
responsibility for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the book-entry certificates, or for
maintaining, supervising or reviewing any records relating to those beneficial
ownership interests.

ASSIGNMENT OF MORTGAGE LOANS

     At the time of issuance of a series of certificates, the depositor will
cause the mortgage loans or mortgage securities and any other assets being
included in the related trust to be assigned to the trustee or its nominee,
which may be the custodian, together with, if specified in the accompanying
prospectus supplement, all principal and interest received on the mortgage loans
or mortgage securities after the last day of the month of the cut-off date,
other than principal and interest due on or before such date and any
uncertificated interest allocable to interest in a trust. The trustee will,
concurrently with that assignment, deliver a series of certificates to the
depositor in exchange for the mortgage loans or mortgage securities. Each
mortgage loan or mortgage security will be identified in a schedule appearing as
an exhibit to the related pooling and servicing agreement. Each schedule of
mortgage loans will include, among other things, information as to the principal
balance of each mortgage loan as of the cut-off date, as well as information
respecting the mortgage rate, the currently scheduled monthly payment of


                                       27



principal and interest, the maturity of the mortgage note and the LTV ratio or
CLTV ratio and junior mortgage ratio, as applicable, at origination or
modification, without regard to any secondary financing.

     If stated in the accompanying prospectus supplement, and in accordance with
the rules of membership of Merscorp, Inc. and/or Mortgage Electronic
Registration Systems, Inc. or, MERS, assignments of the mortgages for the
mortgage loans in the related trust will be registered electronically through
Mortgage Electronic Registration Systems, Inc., or MERS(R) System. For mortgage
loans registered through the MERS(R) System, MERS shall serve as mortgagee of
record solely as a nominee in an administrative capacity on behalf of the
trustee and shall not have any interest in any of those mortgage loans.

     In addition, except as described in the accompanying prospectus supplement,
the depositor will, as to each mortgage loan other than mortgage loans
underlying any mortgage securities, deliver to the trustee, or to the custodian,
a set of legal documents relating to each mortgage loan that are in possession
of the depositor, including:

     o    the mortgage note and any modification or amendment thereto endorsed
          without recourse either in blank or to the order of the trustee or its
          nominee;

     o    the mortgage, except for any mortgage not returned from the public
          recording office, with evidence of recording indicated thereon or a
          copy of the mortgage with evidence of recording indicated thereon;

     o    an assignment in recordable form of the mortgage, or evidence that the
          mortgage is held for the trustee through the MERS(R) System, or a copy
          of such assignment with evidence of recording indicated thereon and,
          for a mixed-use mortgage loan, the assignment of leases, rents and
          profits, if separate from the mortgage, and an executed reassignment
          of the assignment of leases, rents and profits; and

     o    if applicable, any riders or modifications to the mortgage note and
          mortgage, together with any other documents at such times as described
          in the related pooling and servicing agreement.

     The assignments may be blanket assignments covering mortgages secured by
mortgaged properties located in the same county, if permitted by law. If so
provided in the accompanying prospectus supplement, the depositor may not be
required to deliver one or more of the related documents if any of the documents
are missing from the files of the party from whom the mortgage loan was
purchased.

     If, for any mortgage loan, the depositor cannot deliver the mortgage or any
assignment with evidence of recording thereon concurrently with the execution
and delivery of the related pooling and servicing agreement because of a delay
caused by the public recording office or a delay in the receipt of information
necessary to prepare the related assignment, the depositor will deliver or cause
to be delivered to the trustee or the custodian a copy of the mortgage or
assignment. The depositor will deliver or cause to be delivered to the trustee
or the custodian


                                       28



such mortgage or assignment with evidence of recording indicated thereon after
receipt thereof from the public recording office or from the related servicer or
subservicer.

     Assignments of the mortgage loans to the trustee will be recorded in the
appropriate public recording office, except for mortgages held under the MERS(R)
System or in states where, in the opinion of counsel acceptable to the trustee,
the recording is not required to protect the trustee's interests in the mortgage
loan against the claim of any subsequent transferee or any successor to or
creditor of the depositor or the originator of the mortgage loan, or except as
otherwise specified in the accompanying prospectus supplement.

     Notwithstanding the preceding four paragraphs, the documents for home
equity loans will be delivered to the trustee, or to the custodian, only to the
extent specified in the accompanying prospectus supplement. Generally these
documents will be retained by the master servicer or the servicer.

REVIEW OF MORTGAGE LOAN DOCUMENTS

     The trustee or the custodian will hold documents in trust for the benefit
of the certificateholders and, within 90 days after receipt thereof, will review
such documents. If any such document is found to be defective in any material
respect, the trustee or the custodian shall promptly notify the master servicer
or the servicer, if any, and the depositor, and the master servicer or the
servicer shall notify the mortgage collateral seller, a designated seller, or
subservicer. If the mortgage collateral seller, the designated seller or the
subservicer, as the case may be, cannot cure the defect within 60 days, or
within the period specified in the accompanying prospectus supplement, after
notice of the defect is given to the mortgage collateral seller, the designated
seller or the subservicer, as applicable, the mortgage collateral seller, the
designated seller or the subservicer will be obligated no later than 90 days
after such notice, or within the period specified in the accompanying prospectus
supplement, to either repurchase the related mortgage loan or any related
property from the trustee or substitute a new mortgage loan in accordance with
the standards described in this prospectus under "The Trust--Repurchases of
Mortgage Collateral." Unless otherwise specified in the accompanying prospectus
supplement, the obligation of the mortgage collateral seller or subservicer to
repurchase or substitute for a mortgage loan constitutes the sole remedy
available to the certificateholders or the trustee for a material defect in a
constituent document. Any mortgage loan not so purchased or substituted shall
remain in the related trust.

ASSIGNMENT OF MORTGAGE SECURITIES

     The depositor will transfer, convey and assign to the trustee or its
nominee, which may be the custodian, all right, title and interest of the
depositor in the mortgage securities and other property to be included in the
trust for a series. The assignment will include all principal and interest due
on or with respect to the mortgage securities after the cut-off date specified
in the accompanying prospectus supplement, except for any uncertificated
interest allocable to interest in a trust asset. The depositor will cause the
mortgage securities to be registered in the name of the trustee or its nominee,
and the trustee will concurrently authenticate and deliver the certificates.
Unless otherwise specified in the accompanying prospectus supplement, the
trustee will not be in possession of or be assignee of record of any underlying
assets for a mortgage


                                       29



security. Each mortgage security will be identified in a schedule appearing as
an exhibit to the related pooling and servicing agreement, which will specify as
to each mortgage security information regarding the original principal amount
and outstanding principal balance of each mortgage security as of the cut-off
date, as well as the annual pass-through rate or interest rate for each mortgage
security conveyed to the trustee.

SPREAD

     The depositor, the servicer, the mortgage collateral seller, the master
servicer or any of their affiliates, or any other entity specified in the
accompanying prospectus supplement may retain or be paid a portion of interest
due with respect to the related mortgage collateral, which will be an
uncertificated interest allocable to interest in the mortgage collateral. The
payment of any portion of interest in this manner will be disclosed in the
accompanying prospectus supplement. This payment may be in addition to any other
payment, including a servicing fee, that the specified entity is otherwise
entitled to receive with respect to the mortgage collateral. Any payment of this
sort on an item of mortgage collateral will represent a specified portion of the
interest payable thereon. The interest portion of a Realized Loss and any
partial recovery of interest on an item of mortgage collateral will be allocated
between the owners of this uncertificated interest allocable to interest in a
trust asset and the certificateholders entitled to payments of interest as
provided in the applicable pooling and servicing agreement.

PAYMENTS ON MORTGAGE COLLATERAL

Collection of Payments on Mortgage Loans

     The servicer or the master servicer, as applicable, will deposit or will
cause to be deposited into the Custodial Account payments and collections
received by it subsequent to the cut-off date, other than payments due on or
before the cut-off date, as specifically described in the related pooling and
servicing agreement, which in most cases, except as otherwise provided, will
include the following:

     o    all payments on account of principal of the mortgage loans comprising
          a trust;

     o    all payments on account of interest on the mortgage loans comprising
          that trust, net of the portion of each payment thereof retained by the
          servicer or subservicer, if any, as its servicing or other
          compensation;

     o    Liquidation Proceeds;

     o    to the extent specified in the prospectus supplement, Subsequent
          Recoveries;

     o    all amounts, net of unreimbursed liquidation expenses and insured
          expenses incurred, and unreimbursed Servicing Advances made, by the
          related subservicer, received and retained, and all Insurance Proceeds
          or proceeds from any alternative arrangements established in lieu of
          any such insurance and described in the applicable prospectus
          supplement, other than proceeds to be applied to the restoration of
          the related


                                       30



          property or released to the mortgagor in accordance with the master
          servicer's or servicer's normal servicing procedures;

     o    any Buy-Down Funds and, if applicable, investment earnings thereon,
          required to be paid to certificateholders;

     o    all proceeds of any mortgage loan in the trust purchased or, in the
          case of a substitution, amounts representing a principal adjustment,
          by the master servicer, the servicer, the depositor, the designated
          seller, the Affiliated Intermediary Seller, any subservicer or
          mortgage collateral seller or any other person under the terms of the
          pooling and servicing agreement as described under "The
          Trusts--Representations With Respect to Mortgage Collateral" and
          "--Repurchases of Mortgage Collateral;"

     o    any amount required to be deposited by the master servicer or servicer
          in connection with losses realized on investments of funds held in the
          Custodial Account; and

     o    any amounts required to be transferred from the Certificate Account to
          the Custodial Account.

     In addition to the Custodial Account, the master servicer or servicer will
establish and maintain the Certificate Account. Both the Custodial Account and
the Certificate Account must be either:

     o    maintained with a depository institution whose debt obligations at the
          time of any deposit therein are rated by any rating agency that rated
          any certificates of the related series not less than a specified level
          comparable to the rating category of the certificates;

     o    an account or accounts the deposits in which are fully insured to the
          limits established by the FDIC, provided that any deposits not so
          insured shall be otherwise maintained so that, as evidenced by an
          opinion of counsel, the certificateholders have a claim with respect
          to the funds in such accounts or a perfected first priority security
          interest in any collateral securing those funds that is superior to
          the claims of any other depositors or creditors of the depository
          institution with which the accounts are maintained;

     o    in the case of the Custodial Account, a trust account or accounts
          maintained in either the corporate trust department or the corporate
          asset services department of a financial institution which has debt
          obligations that meet specified rating criteria;

     o    in the case of the Certificate Account, a trust account or accounts
          maintained with the trustee; or

     o    any other Eligible Account.


                                       31



     The collateral that is eligible to secure amounts in an Eligible Account is
limited to some Permitted Investments. A Certificate Account may be maintained
as an interest-bearing or a non-interest-bearing account, or funds therein may
be invested in Permitted Investments as described below. The Custodial Account
may contain funds relating to more than one series of certificates as well as
payments received on other mortgage loans and assets serviced or master serviced
by the master servicer or servicer that have been deposited into the Custodial
Account.

     Unless otherwise described in the accompanying prospectus supplement, not
later than the business day preceding each distribution date, the master
servicer or servicer, as applicable, will withdraw from the Custodial Account
and deposit into the applicable Certificate Account, in immediately available
funds, the amount to be distributed therefrom to certificateholders on that
distribution date. The master servicer, the servicer or the trustee will also
deposit or cause to be deposited into the Certificate Account:

     o    the amount of any Advances made by the master servicer or the servicer
          as described in this prospectus under "--Advances;"

     o    any payments under any letter of credit or any certificate insurance
          policy, and any amounts required to be transferred to the Certificate
          Account from a reserve fund, as described under "Description of Credit
          Enhancement" below;

     o    any amounts required to be paid by the master servicer or servicer out
          of its own funds due to the operation of a deductible clause in any
          blanket policy maintained by the master servicer or servicer to cover
          hazard losses on the mortgage loans as described under "Insurance
          Policies on Mortgage Loans" below;

     o    any distributions received on any mortgage securities included in the
          trust; and

     o    any other amounts as described in the related pooling and servicing
          agreement.

     The portion of any payment received by the master servicer or the servicer
relating to a mortgage loan that is allocable to an uncertificated interest
allocable to interest not retained by the depositor or any of its affiliates
with respect to any trust asset, will typically be deposited into the Custodial
Account, but the portion of any such payment allocable to an uncertificated
interest allocable to interest in a trust asset retained by the depositor or any
of its affiliates will not be deposited in the Certificate Account for the
related series of certificates and will be distributed as provided in the
related pooling and servicing agreement.

     Funds on deposit in the Custodial Account may be invested in Permitted
Investments maturing in general not later than the business day preceding the
next distribution date and funds on deposit in the related Certificate Account
may be invested in Permitted Investments maturing, in general, no later than the
distribution date. Except as otherwise specified in the accompanying prospectus
supplement, all income and gain realized from any investment will be for the
account of the servicer or the master servicer as additional servicing
compensation. The amount of any loss incurred in connection with any such
investment must be deposited in the Custodial Account


                                       32



or in the Certificate Account, as the case may be, by the servicer or the master
servicer out of its own funds upon realization of the loss.

Buy-Down Mortgage Loans

     For each Buy-Down Mortgage Loan, the subservicer will deposit the related
Buy-Down Funds provided to it in a Buy-Down Account which will comply with the
requirements described in this prospectus with respect to a Subservicing
Account. Unless otherwise specified in the accompanying prospectus supplement,
the terms of all Buy-Down Mortgage Loans provide for the contribution of
Buy-Down Funds in an amount equal to or exceeding either (i) the total payments
to be made from those funds under the related buy-down plan or (ii) if the
Buy-Down Funds are to be deposited on a discounted basis, that amount of
Buy-Down Funds which, together with investment earnings thereon at a rate as
described in the accompanying prospectus supplement will support the scheduled
level of payments due under the Buy-Down Mortgage Loan.

     None of the master servicer, the servicer or the depositor will be
obligated to add to any discounted Buy-Down Funds any of its own funds should
investment earnings prove insufficient to maintain the scheduled level of
payments. To the extent that any insufficiency is not recoverable from the
mortgagor or, in an appropriate case, from the subservicer, distributions to
certificateholders may be affected. For each Buy-Down Mortgage Loan, the
subservicer will withdraw from the Buy-Down Account and remit to the master
servicer or servicer on or before the date specified in the applicable
subservicing agreement the amount, if any, of the Buy-Down Funds, and, if
applicable, investment earnings thereon, for each Buy-Down Mortgage Loan that,
when added to the amount due from the mortgagor on the Buy-Down Mortgage Loan,
equals the full monthly payment which would be due on the Buy-Down Mortgage Loan
if it were not subject to the buy-down plan. The Buy-Down Funds will in no event
be a part of the related trust.

     If the mortgagor on a Buy-Down Mortgage Loan prepays the mortgage loan in
its entirety during the Buy-Down Period, the applicable subservicer will
withdraw from the Buy-Down Account and remit to the mortgagor or any other
designated party in accordance with the related buy-down plan any Buy-Down Funds
remaining in the Buy-Down Account. If a prepayment by a mortgagor during the
Buy-Down Period together with Buy-Down Funds will result in full prepayment of a
Buy-Down Mortgage Loan, the subservicer will, in most cases, be required to
withdraw from the Buy-Down Account and remit to the master servicer or servicer
the Buy-Down Funds and investment earnings thereon, if any, which together with
such prepayment will result in a prepayment in full; provided that Buy-Down
Funds may not be available to cover a prepayment under some mortgage loan
programs. Any Buy-Down Funds so remitted to the master servicer or servicer in
connection with a prepayment described in the preceding sentence will be deemed
to reduce the amount that would be required to be paid by the mortgagor to repay
fully the related mortgage loan if the mortgage loan were not subject to the
buy-down plan.

     Any investment earnings remaining in the Buy-Down Account after prepayment
or after termination of the Buy-Down Period will be remitted to the related
mortgagor or any other designated party under the buy-down agreement. If the
mortgagor defaults during the Buy-Down Period with respect to a Buy-Down
Mortgage Loan and the property securing that Buy-


                                       33



Down Mortgage Loan is sold in liquidation either by the master servicer, the
servicer, the primary insurer, the pool insurer under the mortgage pool
insurance policy or any other insurer, the subservicer will be required to
withdraw from the Buy-Down Account the Buy-Down Funds and all investment
earnings thereon, if any, and remit the same to the master servicer or servicer
or, if instructed by the master servicer or servicer, pay the same to the
primary insurer or the pool insurer, as the case may be, if the mortgaged
property is transferred to that insurer and the insurer pays all of the loss
incurred relating to such default.

     Because Buy-Down Funds may have been provided by a third party such as the
seller of the mortgaged property, a home builder, or an employer, such funds may
be subject to third party claims, offsets, defenses or counterclaims in the
event of a dispute between the mortgagor and such third party or otherwise. In
addition, upon foreclosure the inclusion of personal property collateral may
present additional defenses for the mortgagor to assert.

Collection of Payments on Mortgage Securities

     The trustee or the Certificate Administrator, as specified in the
accompanying prospectus supplement, will deposit in the Certificate Account all
payments on the mortgage securities as they are received after the cut-off date.
If the trustee has not received a distribution for any mortgage security by the
second business day after the date on which such distribution was due and
payable, the trustee will request the issuer or guarantor, if any, of such
mortgage security to make such payment as promptly as possible and legally
permitted. The trustee may take any legal action against the related issuer or
guarantor as is appropriate under the circumstances, including the prosecution
of any claims in connection therewith. The reasonable legal fees and expenses
incurred by the trustee in connection with the prosecution of any legal action
will be reimbursable to the trustee out of the proceeds of the action and will
be retained by the trustee prior to the deposit of any remaining proceeds in the
Certificate Account pending distribution thereof to the certificateholders of
the affected series. If the trustee has reason to believe that the proceeds of
the legal action may be insufficient to cover its projected legal fees and
expenses, the trustee will notify the related certificateholders that it is not
obligated to pursue any available remedies unless adequate indemnity for its
legal fees and expenses is provided by the certificateholders.

WITHDRAWALS FROM THE CUSTODIAL ACCOUNT

     The servicer or the master servicer, as applicable, may, from time to time,
make withdrawals from the Custodial Account for various purposes, as
specifically described in the related pooling and servicing agreement, which in
most cases will include the following:

     o    to make deposits to the Certificate Account in the amounts and in the
          manner provided in the pooling and servicing agreement and described
          above under "--Payments on Mortgage Collateral;"

     o    to reimburse itself or any subservicer for Advances, or for Servicing
          Advances, out of late payments, Insurance Proceeds, Liquidation
          Proceeds, any proceeds relating to any REO Mortgage Loan or
          collections on the mortgage loan with respect to which those Advances
          or Servicing Advances were made;


                                       34



     o    to pay to itself or any subservicer unpaid servicing fees and
          subservicing fees, out of payments or collections of interest on each
          mortgage loan;

     o    to pay to itself as additional servicing compensation any investment
          income on funds deposited in the Custodial Account, any amounts
          remitted by subservicers as interest on partial prepayments on the
          mortgage loans, and, if so provided in the pooling and servicing
          agreement, any profits realized upon disposition of a mortgaged
          property acquired by deed in lieu of foreclosure or repossession or
          otherwise allowed under the pooling and servicing agreement;

     o    to pay to itself, a subservicer, the Affiliated Intermediary Seller,
          the depositor, the designated seller or the mortgage collateral seller
          all amounts received on each mortgage loan purchased, repurchased or
          removed under the terms of the pooling and servicing agreement and not
          required to be distributed as of the date on which the related
          purchase price is determined;

     o    to pay the depositor or its assignee, or any other party named in the
          accompanying prospectus supplement, all amounts allocable to any
          uncertificated interest allocable to interest in a trust asset, if
          any, out of collections or payments which represent interest on each
          mortgage loan, including any mortgage loan as to which title to the
          underlying mortgaged property was acquired;

     o    to reimburse itself or any subservicer for any Nonrecoverable Advance
          and for Advances that have been capitalized by adding the delinquent
          interest and other amounts owed under the mortgage loan to the
          principal balance of the mortgage loan, in accordance with the terms
          of the pooling and servicing agreement;

     o    to reimburse itself or the depositor for other expenses incurred for
          which it or the depositor is entitled to reimbursement, including
          reimbursement in connection with enforcing any repurchase,
          substitution or indemnification obligation of any seller that is
          assigned to the trustee for the benefit of the certificateholder, or
          against which it or the depositor is indemnified under the pooling and
          servicing agreement;

     o    to withdraw any amount deposited in the Custodial Account that was not
          required to be deposited therein; and

     o    to clear the Custodial Account of amounts relating to the
          corresponding mortgage loans in connection with the termination of the
          trust under the pooling and servicing agreement, as described in "The
          Pooling and Servicing Agreement--Termination; Retirement of
          Certificates."

DISTRIBUTIONS

     Beginning on the distribution date in the month next succeeding the month
in which the cut-off date occurs, or any other date as may be described in the
accompanying prospectus


                                       35



supplement, for a series of certificates, distribution of principal and
interest, or, where applicable, of principal only or interest only, on each
class of certificates entitled to such payments will be made either by the
trustee, the servicer, the master servicer or the Certificate Administrator
acting on behalf of the trustee or a paying agent appointed by the trustee. The
distributions will be made to the persons who are registered as the holders of
the certificates at the close of business on the last business day of the
preceding month or on such other day as is specified in the accompanying
prospectus supplement.

     Distributions will be made in immediately available funds, by wire transfer
or otherwise, to the account of a certificateholder at a bank or other entity
having appropriate facilities, if the certificateholder has so notified the
trustee, the servicer, the master servicer, the Certificate Administrator or the
paying agent, as the case may be, and the applicable pooling and servicing
agreement provides for that form of payment, or by check mailed to the address
of the person entitled to such payment as it appears on the certificate
register. Except as otherwise provided in the related pooling and servicing
agreement, the final distribution in retirement of the certificates of any
class, other than a subordinate class, will be made only upon presentation and
surrender of the certificates at the office or agency of the trustee specified
in the notice to the certificateholders. Distributions will be made to each
certificateholder in accordance with that holder's percentage interest in a
particular class.

     As a result of the provisions described below under "--Realization Upon
Defaulted Mortgage Loans," under which the certificate principal balance of a
class of subordinate certificates can be increased in certain circumstances
after it was previously reduced to zero, each certificate of a subordinate class
of certificates will be considered to remain outstanding until the termination
of the related trust, even if the certificate principal balance thereof has been
reduced to zero.

Principal and Interest on the Certificates

     The method of determining, and the amount of, distributions of principal
and interest, or, where applicable, of principal only or interest only, on a
particular series of certificates will be described in the accompanying
prospectus supplement. Distributions of interest on each class of certificates
will be made prior to distributions of principal thereon. Each class of
certificates, other than classes of strip certificates, may have a different
specified interest rate, or pass-through rate, which may be a fixed, variable or
adjustable pass-through rate, or any combination of two or more pass-through
rates. The accompanying prospectus supplement will specify the pass-through rate
or rates for each class, or the initial pass-through rate or rates and the
method for determining the pass-through rate or rates. Unless otherwise
specified in the accompanying prospectus supplement, interest on the
certificates will accrue during each calendar month and will be payable on the
distribution date in the following calendar month. If stated in the accompanying
prospectus supplement, interest on any class of certificates for any
distribution date may be limited to the extent of available funds for that
distribution date. Unless otherwise specified in the accompanying prospectus
supplement, interest on the certificates will be calculated on the basis of a
360-day year consisting of twelve 30-day months.

     On each distribution date for a series of certificates, the trustee or the
master servicer or servicer or the Certificate Administrator on behalf of the
trustee will distribute or cause the


                                       36



paying agent to distribute, as the case may be, to each holder of record on the
last day of the preceding month of a class of certificates, or on such other day
as is specified in the accompanying prospectus supplement, an amount equal to
the percentage interest represented by the certificate held by that holder
multiplied by that class's Distribution Amount.

     In the case of a series of certificates which includes two or more classes
of certificates, the timing, sequential order, priority of payment or amount of
distributions of principal, and any schedule or formula or other provisions
applicable to that determination, including distributions among multiple classes
of senior certificates or subordinate certificates, shall be described in the
accompanying prospectus supplement. Distributions of principal on any class of
certificates will be made on a pro rata basis among all of the certificates of
that class or as otherwise described in the accompanying prospectus supplement.

     Except as otherwise provided in the related pooling and servicing
agreement, on or prior to the 20th day, or, if the 20th day is not a business
day, the next business day, of the month of distribution, the master servicer or
servicer or the Certificate Administrator, as applicable, will determine the
amounts of principal and interest which will be passed through to
certificateholders on the immediately succeeding distribution date. Prior to the
close of business on the business day next succeeding each determination date,
the master servicer or servicer or the Certificate Administrator, as applicable,
will furnish a statement to the trustee with information to be made available to
certificateholders by the master servicer or servicer or the Certificate
Administrator, as applicable, on request, setting forth, among other things, the
amount to be distributed on the next succeeding distribution date.

EXAMPLE OF DISTRIBUTIONS

     The following chart provides an example of the flow of funds as it would
relate to a hypothetical series of certificates backed by mortgage loans that
are issued, and with a cut-off date occurring, in August 2005:

DATE                   NOTE   DESCRIPTION
--------------------   ----   --------------------------------------------------
August 1                (A)   Cut-off date.

August 2-31             (B)   Servicers or subservicers, as applicable, receive
                              any Principal Prepayments and applicable interest
                              thereon.

August 2-September 1    (C)   The due dates for payments on a mortgage loan.

September 15            (D)   Determination date.

September 19            (E)   Subservicers, if any, remit to the master servicer
                              or servicer scheduled payments of principal and
                              interest due during the related Due Period and
                              received or advanced by them.


                                       37



September 23            (F)   Master servicer or servicer remits to trustee
                              scheduled payments of principal and interest due
                              during the related Due Period and received or
                              advanced by them

September 24            (G)   Record date.

September 26            (H)   Distribution date.

Succeeding months follow the pattern of (B) through (H), except that for
succeeding months, (B) will also include the first day of that month. A series
of certificates may have different prepayment periods, Due Periods, cut-off
dates, record dates, remittance dates, determination dates and/or distribution
dates than those described above.

----------
(A)  The initial principal balance of the mortgage pool will be the aggregate
     principal balance of the mortgage loans at the close of business on August
     1 after deducting principal payments due on or before that date or as
     described in the accompanying prospectus supplement. Those principal
     payments due on or before August 1 and the accompanying interest payments,
     and any Principal Prepayments received as of the close of business on
     August 1 are not part of the mortgage pool and will not be passed through
     to certificateholders.

(B)  Any Principal Prepayments may be received at any time during this period
     and will be remitted to the master servicer or servicer as described in (E)
     below or to the trustee as described in (F) below for distribution to
     certificateholders as described in (G) below, as applicable. When a
     mortgage loan is prepaid in full, interest on the amount prepaid is
     collected from the mortgagor only to the date of payment. Partial Principal
     Prepayments are applied so as to reduce the principal balances of the
     related mortgage loans as of the first day of the month in which the
     payments are made; no interest will be paid to certificateholders from such
     prepaid amounts for the month in which the partial Principal Prepayments
     were received.

(C)  Scheduled principal and interest payments are due from mortgagors.

(D)  On September 15, the master servicer or servicer will determine the amounts
     of principal and interest that will be passed through on September 26
     (because September 25, 2005 is not a business day) to the holders of each
     class of certificates as described in (G) below. The subservicer, if
     applicable will remit this amount to the master servicer or servicer.

(E)  If a subservicing agreement is in place, payments due from mortgagors
     during the related Due Period will be deposited by the subservicers in
     Subservicing Accounts, or will be otherwise managed in a manner acceptable
     to the rating agencies, as received and will include the scheduled
     principal payments plus interest on the principal balances immediately
     prior to those payments. Funds required to be remitted from the
     Subservicing Accounts to the master servicer or servicer will be remitted
     on September 19, 2005 (because September 18, 2005 is not a business day)
     together with any required Advances by the subservicers, except that
     Principal Prepayments in full and Principal


                                       38



     Prepayments in part received by subservicers during the month of August
     will have been remitted to the master servicer or the servicer, as
     applicable, within five business days of receipt.

(F)  If no subservicing agreement is in place, payments due from mortgagors
     during the related Due Period will be deposited by the servicer in the
     Custodial Account, or will be otherwise managed in a manner acceptable to
     the rating agencies, as received and will include the scheduled principal
     payments plus interest on the principal balances immediately prior to those
     payments. The master servicer or servicer will be obligated to deposit into
     the Certificate Account those payments due during the related Due Period
     that have been received prior to and including September 23, 2005 (because
     September 24, 2005 and September 25, 2005 are not business days), as well
     as all Principal Prepayments received on the mortgage loans in August, with
     interest adjusted to the pass-through rates applicable to the respective
     classes of certificates and reduced on account of Principal Prepayments as
     described in clause (B) above. Distributions to the holders of senior
     certificates, if any, on September 26 (because September 25, 2005 is not a
     business day) may include amounts otherwise distributable to the holders of
     the related subordinate certificates, amounts withdrawn from any reserve
     fund, amounts drawn against any certificate insurance policy and amounts
     advanced by the master servicer or the servicer under the circumstances
     described in "Subordination" and "--Advances."

(G)  Distributions on September 26 (because September 25, 2005 is not a business
     day) will be made to certificateholders of record at the close of business
     on September 23 (because September 24, 2005 and September 25, 2005 are not
     business days).

(H)  On September 26 (because September 25, 2005 is not a business day), the
     amounts determined on September 23 will be distributed to
     certificateholders.

     If provided in the accompanying prospectus supplement, the distribution
date for any series of certificates as to which the trust includes mortgage
securities may be a specified date or dates other than the 25th day of each
month in order to allow for the receipt of distributions on the mortgage
securities.

ADVANCES

     As to each series of certificates, the master servicer or the servicer will
make Advances on or before each distribution date, but only to the extent that
the Advances would, in the judgment of the master servicer or the servicer, be
recoverable out of late payments by the mortgagors, Liquidation Proceeds,
Insurance Proceeds or otherwise.

     The amount of any Advance will be determined based on the amount payable
under the mortgage loan as adjusted from time to time and as may be modified as
described in this prospectus under "--Servicing and Administration of Mortgage
Collateral," and no Advance will be required in connection with any reduction in
amounts payable under the Relief Act or as a result of certain actions taken by
a bankruptcy court. As specified in the accompanying prospectus supplement for
any series of certificates as to which the trust includes mortgage securities,
any advancing obligations will be under the terms of the mortgage


                                       39



securities and may differ from the provisions relating to Advances described in
this prospectus.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to related certificateholders. Advances do not represent an
obligation of the master servicer or servicer to guarantee or insure against
losses. If Advances have been made by the master servicer or servicer from cash
being held for future distribution to certificateholders, those funds will be
required to be replaced on or before any future distribution date to the extent
that funds in the Certificate Account on that distribution date would be less
than payments required to be made to certificateholders. Any Advances will be
reimbursable to the master servicer or servicer out of recoveries on the related
mortgage loans for which those amounts were advanced, including late payments
made by the related mortgagor, any related Liquidation Proceeds and Insurance
Proceeds, proceeds of any applicable form of credit enhancement, or proceeds of
any mortgage collateral purchased by the depositor, the Affiliated Intermediary
Seller, a subservicer, the designated seller or a mortgage collateral seller.

     Advances will also be reimbursable from cash otherwise distributable to
certificateholders to the extent that the master servicer or servicer shall
determine that any Advances previously made are not ultimately recoverable as
described in the third preceding paragraph. In addition, Advances will be
reimbursable from cash otherwise distributable to certificateholders if they
have been capitalized by adding the delinquent interest to the outstanding
principal balance of the related mortgage loan, as described under "--Servicing
and Administration of Mortgage Collateral." For any senior/subordinate series,
so long as the related subordinate certificates remain outstanding with a
certificate principal balance greater than zero and except for Special Hazard
Losses, Fraud Losses and Bankruptcy Losses, in each case in excess of specified
amounts, and Extraordinary Losses, the Advances may be reimbursable first out of
amounts otherwise distributable to holders of the subordinate certificates, if
any. The master servicer or the servicer may also be obligated to make Servicing
Advances, to the extent recoverable out of Liquidation Proceeds or otherwise,
for some taxes and insurance premiums not paid by mortgagors on a timely basis.
Funds so advanced will be reimbursable to the master servicer or servicer to the
extent permitted by the pooling and servicing agreement.

     The master servicer's or servicer's obligation to make Advances may be
supported by another entity, a letter of credit or other method as may be
described in the related pooling and servicing agreement. If the short-term or
long-term obligations of the provider of the support are downgraded by a rating
agency rating the related certificates or if any collateral supporting such
obligation is not performing or is removed under the terms of any agreement
described in the accompanying prospectus supplement, the certificates may also
be downgraded.

PREPAYMENT INTEREST SHORTFALLS

     When a mortgagor prepays a mortgage loan in full between scheduled due
dates for the mortgage loan, the mortgagor pays interest on the amount prepaid
only to but not including the date on which the Principal Prepayment is made.
Similarly, Liquidation Proceeds from a mortgaged property will not include
interest for any period after the date on which the liquidation took place.


                                       40



     If stated in the accompanying prospectus supplement, to the extent funds
are available from the servicing fee, the master servicer or servicer may make
an additional payment to certificateholders out of the servicing fee otherwise
payable to it for any mortgage loan that prepaid during the related prepayment
period equal to the Compensating Interest for that mortgage loan from the date
of the prepayment to the related due date. Compensating Interest will be limited
to the aggregate amount specified in the accompanying prospectus supplement and
may not be sufficient to cover the Prepayment Interest Shortfall. If so
disclosed in the accompanying prospectus supplement, Prepayment Interest
Shortfalls may be applied to reduce interest otherwise payable with respect to
one or more classes of certificates of a series. See "Yield Considerations."

FUNDING ACCOUNT

     If stated in the accompanying prospectus supplement, a pooling and
servicing agreement or other agreement may provide for the transfer by the
sellers of additional mortgage loans to the related trust after the closing date
for the related certificates. Any additional mortgage loans will be required to
conform to the requirements described in the related pooling and servicing
agreement or other agreement providing for such transfer. If a Funding Account
is established, all or a portion of the proceeds of the sale of one or more
classes of certificates of the related series or a portion of collections on the
mortgage loans relating to principal will be deposited in such account to be
released as additional mortgage loans are transferred. Unless otherwise
specified in the accompanying prospectus supplement, a Funding Account will be
required to be maintained as an Eligible Account. All amounts in the Funding
Account will be required to be invested in Permitted Investments and the amount
held in the Funding Account shall at no time exceed 25% of the aggregate
outstanding principal balance of the certificates. Unless otherwise specified in
the accompanying prospectus supplement, the related pooling and servicing
agreement or other agreement providing for the transfer of additional mortgage
loans will provide that all transfers must be made within 90 days, and that
amounts set aside to fund the transfers, whether in a Funding Account or
otherwise, and not so applied within the required period of time will be deemed
to be Principal Prepayments and applied in the manner described in the
prospectus supplement.

REPORTS TO CERTIFICATEHOLDERS

     On each distribution date, the master servicer or servicer or the
Certificate Administrator, as applicable, will forward or cause to be forwarded
to each certificateholder of record, or will make available to each
certificateholder of record in the manner described in the accompanying
prospectus supplement, a statement or statements with respect to the related
trust setting forth the information described in the related pooling and
servicing agreement. Except as otherwise provided in the related pooling and
servicing agreement, the information will include the following (as applicable):

     o    the applicable record date, determination date and distribution date;

     o    the aggregate amount of payments received with respect to the mortgage
          loans, including prepayment amounts;


                                       41



     o    the amount of any other fees or expenses paid, and the identity of the
          party receiving such fees or expenses;

     o    the amount, if any, of the distribution allocable to principal;

     o    the amount, if any, of the distribution allocable to interest and the
          amount, if any, of any shortfall in the amount of interest and
          principal;

     o    the outstanding principal balance or notional amount of each class of
          certificates before and after giving effect to the distribution of
          principal on that distribution date;

     o    updated pool composition information, including weighted average
          interest rate and weighted average remaining term;

     o    the balance of the reserve fund, if any, at the opening of business
          and the close of business on that distribution date;

     o    in the case of certificates benefiting from alternative credit
          enhancement arrangements described in a prospectus supplement, the
          amount of coverage under alternative arrangements as of the close of
          business on the applicable determination date and a description of any
          alternative credit enhancement;

     o    the aggregate unpaid principal balance of the mortgage collateral
          after giving effect to the distribution of principal on that
          distribution date, and the number of mortgage loans at the beginning
          and end of the reporting period;

     o    based on the most recent reports furnished by subservicers, the number
          and aggregate principal balances of any items of mortgage collateral
          in the related trust that are delinquent (a) 30-59 days, (b) 60-89
          days and (c) 90 or more days, and that are in foreclosure;

     o    the amount of any losses on the mortgage loans during the reporting
          period;

     o    information about the amount, terms and general purpose of any
          advances made or reimbursed during the reporting period;

     o    any material modifications, extensions or waivers to the terms of the
          mortgage loans during the reporting period or that have cumulatively
          become material over time;

     o    any material breaches of mortgage loan representations or warranties
          or covenants in the pooling and servicing agreement;

     o    the servicing fee payable to the master servicer or servicer and the
          subservicer; and


                                       42



     o    for any series of certificates as to which the trust includes mortgage
          securities, any additional information as required under the related
          pooling and servicing agreement.

     In addition to the information described above, reports to
certificateholders will contain any other information as is described in the
applicable pooling and servicing agreement, which may include, without
limitation, information as to Advances, reimbursements to subservicers, the
servicer and the master servicer and losses borne by the related trust.

     In addition, within a reasonable period of time after the end of each
calendar year, the master servicer or servicer or the Certificate Administrator,
as applicable, will furnish on request a report to each person that was a holder
of record of any class of certificates at any time during that calendar year.
The report will include information as to the aggregate of amounts reported
under the first two items in the list above for that calendar year or, if the
person was a holder of record of a class of certificates during a portion of
that calendar year, for the applicable portion of that year.

SERVICING AND ADMINISTRATION OF MORTGAGE COLLATERAL

General

     The master servicer, the Certificate Administrator or any servicer, as
applicable, that is a party to a pooling and servicing agreement, will be
required to perform the services and duties specified in the related pooling and
servicing agreement. The duties to be performed by the master servicer or
servicer will include the customary functions of a servicer, including
collection of payments from mortgagors; maintenance of any primary mortgage
insurance, hazard insurance and other types of insurance; processing of
assumptions or substitutions; attempting to cure delinquencies; supervising
foreclosures; inspection and management of mortgaged properties under certain
circumstances; and maintaining accounting records relating to the mortgage
collateral. For any series of certificates for which the trust includes mortgage
securities, the master servicer's or servicer's or Certificate Administrator's
servicing and administration obligations will be described in the accompanying
prospectus supplement.

     Under each pooling and servicing agreement, the servicer or the master
servicer may enter into subservicing agreements with one or more subservicers
who will agree to perform certain functions for the servicer or master servicer
relating to the servicing and administration of the mortgage loans included in
the trust relating to the subservicing agreement. A subservicer may be an
affiliate of the depositor. Under any subservicing agreement, each subservicer
will agree, among other things, to perform some or all of the servicer's or the
master servicer's servicing obligations, including but not limited to, making
Advances to the related certificateholders. The servicer or the master servicer,
as applicable, will remain liable for its servicing obligations that are
delegated to a subservicer as if the servicer or the master servicer alone were
servicing such mortgage loans.

Collection and Other Servicing Procedures

     The servicer or the master servicer, directly or through subservicers, as
the case may be, will make reasonable efforts to collect all payments called for
under the mortgage loans and will,


                                       43



consistent with the related pooling and servicing agreement and any applicable
insurance policy or other credit enhancement, follow the collection procedures
as it follows with respect to mortgage loans serviced by it that are comparable
to the mortgage loans. The servicer or the master servicer may, in its
discretion, waive any prepayment charge in connection with the prepayment of a
mortgage loan or extend the due dates for payments due on a mortgage note,
provided that the insurance coverage for the mortgage loan or any coverage
provided by any alternative credit enhancement will not be adversely affected
thereby. The master servicer or servicer may also waive or modify any term of a
mortgage loan so long as the master servicer or servicer has determined that the
waiver or modification is not materially adverse to any certificateholders,
taking into account any estimated loss that may result absent that action. For
any series of certificates as to which the trust includes mortgage securities,
the master servicer's or servicer's servicing and administration obligations
will be under the terms of those mortgage securities.

     In instances in which a mortgage loan is in default or if default is
reasonably foreseeable, and if determined by the master servicer or servicer to
be in the best interests of the related certificateholders, the master servicer
or servicer may permit modifications of the mortgage loan rather than proceeding
with foreclosure. In making this determination, the estimated Realized Loss that
might result if the mortgage loan were liquidated would be taken into account.
These modifications may have the effect of, among other things, reducing the
mortgage rate, forgiving payments of principal, interest or other amounts owed
under the mortgage loan, such as taxes and insurance premiums, extending the
final maturity date of the mortgage loan, capitalizing delinquent interest and
other amounts owed under the mortgage loan by adding that amount to the unpaid
principal balance of the mortgage loan, or any combination of these or other
modifications. Any modified mortgage loan may remain in the related trust, and
the reduction in collections resulting from the modification may result in
reduced distributions of interest or principal on, or may extend the final
maturity of, one or more classes of the related certificates.

     In connection with any significant partial prepayment of a mortgage loan,
the master servicer or servicer, to the extent not inconsistent with the terms
of the mortgage note and local law and practice, may permit the mortgage loan to
be re-amortized so that the monthly payment is recalculated as an amount that
will fully amortize its remaining principal balance by the original maturity
date based on the original mortgage rate, provided that the re-amortization
shall not be permitted if it would constitute a modification of the mortgage
loan for federal income tax purposes.

     The master servicer, any servicer or one or more subservicers for a given
trust may establish and maintain an escrow account in which mortgagors will be
required to deposit amounts sufficient to pay taxes, assessments, certain
mortgage and hazard insurance premiums and other comparable items unless, in the
case of junior mortgage loans, the mortgagor is required to escrow such amounts
under the senior mortgage documents. Withdrawals from any escrow account may be
made to effect timely payment of taxes, assessments, mortgage and hazard
insurance, to refund to mortgagors amounts determined to be owed, to pay
interest on balances in the escrow account, if required, to repair or otherwise
protect the mortgage properties and to clear and terminate such account. The
master servicer or any servicer or subservicer, as the case may be, will be
responsible for the administration of each such escrow account and will be
obligated to make advances to the escrow accounts when a deficiency exists
therein. The


                                       44



master servicer, servicer or subservicer will be entitled to reimbursement for
any advances from the Custodial Account.

     Other duties and responsibilities of each servicer, the master servicer and
the Certificate Administrator are described above under "--Payments on Mortgage
Collateral."

Special Servicing

     The pooling and servicing agreement for a series of certificates may name a
Special Servicer, which may be an affiliate of the depositor. The Special
Servicer will be responsible for the servicing of certain delinquent mortgage
loans as described in the prospectus supplement. The Special Servicer may have
certain discretion to extend relief to mortgagors whose payments become
delinquent. The Special Servicer may be permitted to grant a period of temporary
indulgence to a mortgagor or may enter into a liquidating plan providing for
repayment by the mortgagor, in each case without the prior approval of the
master servicer or the servicer, as applicable. Other types of forbearance
typically will require the approval of the master servicer or servicer, as
applicable.

     In addition, the master servicer or servicer may enter into various
agreements with holders of one or more classes of subordinate certificates or of
a class of securities representing interests in one or more classes of
subordinate certificates. Under the terms of those agreements, the holder may,
for some delinquent mortgage loans:

     o    instruct the master servicer or servicer to commence or delay
          foreclosure proceedings, provided that the holder deposits a specified
          amount of cash with the master servicer or servicer which will be
          available for distribution to certificateholders if Liquidation
          Proceeds are less than they otherwise may have been had the master
          servicer or servicer acted under its normal servicing procedures;

     o    instruct the master servicer or servicer to purchase the mortgage
          loans from the trust prior to the commencement of foreclosure
          proceedings at the purchase price and to resell the mortgage loans to
          the holder, in which case any subsequent loss with respect to the
          mortgage loans will not be allocated to the senior certificateholders;
          or

     o    become, or designate a third party to become, a subservicer with
          respect to the mortgage loans so long as (i) the master servicer or
          servicer has the right to transfer the subservicing rights and
          obligations of the mortgage loans to another subservicer at any time
          or (ii) the holder or its servicing designee is required to service
          the mortgage loans according to the master servicer's or servicer's
          servicing guidelines.

     In addition, the accompanying prospectus supplement may provide for the
other types of special servicing arrangements.

Enforcement of "Due-on-Sale" Clauses

     Unless otherwise specified in the accompanying prospectus supplement, when
any mortgaged property relating to a mortgage loan, other than an ARM loan, is
about to be


                                       45



conveyed by the mortgagor, the master servicer or the servicer, as applicable,
directly or through a subservicer, to the extent it has knowledge of such
proposed conveyance, generally will be obligated to exercise the trustee's
rights to accelerate the maturity of such mortgage loan under any due-on-sale
clause applicable thereto. A due-on-sale clause will be enforced only if the
exercise of such rights is permitted by applicable law and only to the extent it
would not adversely affect or jeopardize coverage under any primary insurance
policy or applicable credit enhancement arrangements. See "Certain Legal Aspects
of Mortgage Loans--The Mortgage Loans--Enforceability of Certain Provisions."

     If the master servicer, servicer or subservicer is prevented from enforcing
a due-on-sale clause under applicable law or if the master servicer, servicer or
subservicer determines that it is reasonably likely that a legal action would be
instituted by the related mortgagor to avoid enforcement of such due-on-sale
clause, the master servicer, servicer or subservicer will enter into an
assumption and modification agreement with the person to whom such property has
been or is about to be conveyed, under which such person becomes liable under
the mortgage note subject to certain specified conditions. The original
mortgagor may be released from liability on a mortgage loan if the master
servicer, servicer or subservicer shall have determined in good faith that such
release will not adversely affect the collectability of the mortgage loan. An
ARM loan may be assumed if it is by its terms assumable and if, in the
reasonable judgment of the master servicer, servicer or subservicer, the
proposed transferee of the related mortgaged property establishes its ability to
repay the loan and the security for the ARM loan would not be impaired by the
assumption. If a mortgagor transfers the mortgaged property subject to an ARM
loan without consent, such ARM loan may be declared due and payable. Any fee
collected by the master servicer, servicer or subservicer for entering into an
assumption or substitution of liability agreement or for processing a request
for partial release of the mortgaged property generally will be retained by the
master servicer, servicer or subservicer as additional servicing compensation.
In connection with any assumption, the mortgage rate borne by the related
mortgage note may not be altered. Mortgagors may, from time to time, request
partial releases of the mortgaged properties, easements, consents to alteration
or demolition and other similar matters. The master servicer, servicer or
subservicer may approve such a request if it has determined, exercising its good
faith business judgment, that such approval will not adversely affect the
security for, and the timely and full collectability of, the related mortgage
loan.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     For a mortgage loan in default, the master servicer or servicer or the
related subservicer will decide whether to foreclose upon the mortgaged property
or write off the principal balance of the mortgage loan as a bad debt. In
connection with such decision, the master servicer or servicer or the related
subservicer will, following usual practices in connection with senior and junior
mortgage servicing activities, estimate the proceeds expected to be received and
the expenses expected to be incurred in connection with such foreclosure to
determine whether a foreclosure proceeding is appropriate. For any junior
mortgage loan, following any default, if the senior mortgage holder commences a
foreclosure action it is likely that such mortgage loan will be written off as
bad debt with no foreclosure proceeding unless foreclosure proceeds for such
mortgage loan are expected to at least satisfy the related senior mortgage loan
in full and to pay foreclosure costs.


                                       46



     Any acquisition of title and cancellation of any REO Mortgage Loan will be
considered for most purposes to be an outstanding mortgage loan held in the
trust until it is converted into a Liquidated Mortgage Loan.

     For purposes of calculations of amounts distributable to certificateholders
relating to an REO Mortgage Loan, the amortization schedule in effect at the
time of any acquisition of title, before any adjustment by reason of any
bankruptcy or any similar proceeding or any moratorium or similar waiver or
grace period, will be deemed to have continued in effect and, in the case of an
ARM loan, the amortization schedule will be deemed to have adjusted in
accordance with any interest rate changes occurring on any adjustment date, so
long as the REO Mortgage Loan is considered to remain in the trust. If a REMIC
election has been made, any mortgaged property so acquired by the trust must be
disposed of in accordance with applicable federal income tax regulations and
consistent with the status of the trust as a REMIC. To the extent provided in
the related pooling and servicing agreement, any income, net of expenses and
other than gains described in the second succeeding paragraph, received by the
subservicer, servicer or the master servicer on the mortgaged property prior to
its disposition will be deposited in the Custodial Account on receipt and will
be available at that time for making payments to certificateholders.

     For a mortgage loan in default, the master servicer or servicer may pursue
foreclosure or similar remedies subject to any senior loan positions and certain
other restrictions pertaining to junior loans as described under "Certain Legal
Aspects of Mortgage Loans" concurrently with pursuing any remedy for a breach of
a representation and warranty. However, the master servicer or servicer is not
required to continue to pursue both remedies if it determines that one remedy is
more likely to result in a greater recovery.

     Upon the first to occur of final liquidation and a repurchase or
substitution under a breach of a representation and warranty, the mortgage loan
will be removed from the related trust. The master servicer or servicer may
elect to treat a defaulted mortgage loan as having been finally liquidated if
substantially all amounts expected to be received in connection therewith have
been received. In some cases, the master servicer or servicer will treat a
second lien loan that is 180 days or more delinquent as having been finally
liquidated. Any additional liquidation expenses relating to the mortgage loan
thereafter incurred will be reimbursable to the master servicer, servicer or any
subservicer from any amounts otherwise distributable to the related
certificateholders, or may be offset by any Subsequent Recovery related to the
mortgage loan. Alternatively, for purposes of determining the amount of related
Liquidation Proceeds to be distributed to certificateholders, the amount of any
Realized Loss or the amount required to be drawn under any applicable form of
credit enhancement, the master servicer or servicer may take into account
minimal amounts of additional receipts expected to be received, as well as
estimated additional liquidation expenses expected to be incurred in connection
with the defaulted mortgage loan.

     For some series of certificates, the applicable form of credit enhancement
may provide, to the extent of coverage, that a defaulted mortgage loan or REO
Mortgage Loan will be removed from the trust prior to its final liquidation. In
addition, the master servicer or servicer may have the option to purchase from
the trust any defaulted mortgage loan after a specified period of delinquency.
If a defaulted mortgage loan or REO Mortgage Loan is not removed from the trust
prior to final liquidation, then, upon its final liquidation, if a loss is
realized which is not covered


                                       47



by any applicable form of credit enhancement or other insurance, the
certificateholders will bear the loss. However, if a gain results from the final
liquidation of an REO Mortgage Loan which is not required by law to be remitted
to the related mortgagor, the master servicer or servicer will be entitled to
retain that gain as additional servicing compensation unless the accompanying
prospectus supplement provides otherwise.

     If a final liquidation of a mortgage loan resulted in a Realized Loss and
thereafter the master servicer or servicer receives a Subsequent Recovery
specifically related to that mortgage loan, in connection with a related breach
of a representation or warranty or otherwise, such Subsequent Recovery shall be
distributed to the certificateholders in the same manner as repurchase proceeds
or liquidation proceeds received in the prior calendar month, to the extent that
the related Realized Loss was allocated to any class of certificates. In
addition, the certificate principal balance of the class of subordinate
certificates with the highest payment priority to which Realized Losses have
been allocated will be increased to the extent that such Subsequent Recoveries
are distributed as principal to any classes of certificates. However, the
certificate principal balance of that class of subordinate certificates will not
be increased by more than the amount of Realized Losses previously applied to
reduce the certificate principal balance of that class of certificates. The
amount of any remaining Subsequent Recoveries will be applied to increase the
certificate principal balance of the class of certificates with the next lower
payment priority; however, the certificate principal balance of that class of
certificates will not be increased by more than the amount of Realized Losses
previously applied to reduce the certificate principal balance of that class of
certificates, and so on. Holders of certificates whose certificate principal
balance is increased in this manner will not be entitled to interest on the
increased balance for any interest accrual period preceding the distribution
date on which the increase occurs. The foregoing provisions will apply even if
the certificate principal balance of a class of subordinate certificates was
previously reduced to zero. Accordingly, each class of subordinate certificates
will be considered to remain outstanding until the termination of the related
trust.

     In the case of a series of certificates other than a senior/subordinate
series, if so provided in the accompanying prospectus supplement, the applicable
form of credit enhancement may provide for reinstatement in accordance with
specified conditions if, following the final liquidation of a mortgage loan and
a draw under the related credit enhancement, Subsequent Recoveries are received.
For a description of the Certificate Administrator's, the master servicer's or
the servicer's obligations to maintain and make claims under applicable forms of
credit enhancement and insurance relating to the mortgage loans, see
"Description of Credit Enhancement" and "Insurance Policies on Mortgage Loans."

     The market value of any Mixed-Use Property obtained in foreclosure or by
deed in lieu of foreclosure will be based substantially on the operating income
obtained from renting the commercial and dwelling units. Since a default on a
mortgage loan secured by Mixed-Use Property is likely to have occurred because
operating income, net of expenses, is insufficient to make debt service payments
on the related mortgage loan, it can be anticipated that the market value of
that property will be less than was anticipated when the related mortgage loan
was originated. To the extent that the equity in the property does not absorb
the loss in market value and the loss is not covered by other credit support, a
loss may be experienced by the related trust.


                                       48



     For a discussion of legal rights and limitations associated with the
foreclosure of a mortgage loan, see "Certain Legal Aspects of Mortgage Loans."

     The master servicer or servicer or the Certificate Administrator, as
applicable, will deal with any defaulted mortgage securities in the manner
described in the accompanying prospectus supplement.

                        DESCRIPTION OF CREDIT ENHANCEMENT

GENERAL

     As described in the accompanying prospectus supplement, credit support
provided for each series of certificates may include one or more or any
combination of the following:

     o    a letter of credit;

     o    subordination provided by any class of subordinated certificates for
          the related series;

     o    overcollateralization and Excess Cash Flow;

     o    a mortgage pool insurance policy, special hazard insurance policy,
          mortgage insurance policy, bankruptcy bond, mortgage repurchase bond
          or other types of insurance policies, or a secured or unsecured
          corporate guaranty, as described in the accompanying prospectus
          supplement;

     o    a reserve fund; or

     o    a certificate insurance policy or surety bond.

     Credit support for each series of certificates may be comprised of one or
more of the above components. Each component may have a dollar limit and may
provide coverage with respect to Realized Losses that are:

     o    Defaulted Mortgage Losses;

     o    Special Hazard Losses;

     o    Bankruptcy Losses; and

     o    Fraud Losses.

     Most forms of credit support will not provide protection against all risks
of loss and will not guarantee repayment of the entire outstanding principal
balance of the certificates and interest thereon. If losses occur that exceed
the amount covered by credit support or are of a type that is not covered by the
credit support, certificateholders will bear their allocable share of
deficiencies. In particular, Defaulted Mortgage Losses, Special Hazard Losses,
Bankruptcy


                                       49



Losses and Fraud Losses in excess of the amount of coverage provided therefor
and Extraordinary Losses will not be covered. To the extent that the credit
enhancement for any series of certificates is exhausted, the certificateholders
will bear all further risks of loss not otherwise insured against.

     As described in this prospectus and in the accompanying prospectus
supplement,

     o    coverage with respect to Defaulted Mortgage Losses may be provided by
          a mortgage pool insurance policy,

     o    coverage with respect to Special Hazard Losses may be provided by a
          special hazard insurance policy,

     o    coverage with respect to Bankruptcy Losses may be provided by a
          bankruptcy bond and

     o    coverage with respect to Fraud Losses may be provided by a mortgage
          pool insurance policy or mortgage repurchase bond.

     In addition, if stated in the applicable prospectus supplement, in lieu of
or in addition to any or all of the foregoing arrangements, credit enhancement
may be in the form of a reserve fund to cover those losses, in the form of
subordination of one or more classes of certificates as described under
"Subordination," or in the form of a certificate insurance policy, a letter of
credit, a mortgage pool insurance policy, surety bonds or other types of
insurance policies, other secured or unsecured corporate guarantees or in any
other substantially similar form as may be described in the accompanying
prospectus supplement, or in the form of a combination of two or more of the
foregoing. If stated in the accompanying prospectus supplement, limited credit
enhancement may be provided to cover Defaulted Mortgage Losses with respect to
mortgage loans with LTV ratios at origination of over 80% that are not insured
by a primary insurance policy, to the extent that those losses would be covered
under a primary insurance policy if obtained, or may be provided in lieu of
title insurance coverage, in the form of a corporate guaranty or in other forms
described in this section. As described in the pooling and servicing agreement,
credit support may apply to all of the mortgage loans or to some mortgage loans
contained in a mortgage pool.

     In addition, the credit support may be provided by an assignment of the
right to receive cash amounts, a deposit of cash into a reserve fund or other
pledged assets, or by banks, insurance companies, guarantees or any combination
of credit support identified in the accompanying prospectus supplement.

     Each prospectus supplement will include a description of:

     o    the amount payable under the credit enhancement arrangement, if any,
          provided with respect to a series;

     o    any conditions to payment thereunder not otherwise described in this
          prospectus;


                                       50



     o    the conditions under which the amount payable under the credit support
          may be reduced and under which the credit support may be terminated or
          replaced; and

     o    the material provisions of any agreement relating to the credit
          support.

     Additionally, each prospectus supplement will contain information with
respect to the issuer of any third-party credit enhancement, if applicable. The
pooling and servicing agreement or other documents may be modified in connection
with the provisions of any credit enhancement arrangement to provide for
reimbursement rights, control rights or other provisions that may be required by
the credit enhancer. To the extent provided in the applicable pooling and
servicing agreement, the credit enhancement arrangements may be periodically
modified, reduced and substituted for based on the performance of or on the
aggregate outstanding principal balance of the mortgage loans covered thereby.
See "Description of Credit Enhancement--Reduction or Substitution of Credit
Enhancement." If specified in the applicable prospectus supplement, credit
support for a series of certificates may cover one or more other series of
certificates.

     The descriptions of any insurance policies, bonds or other instruments
described in this prospectus or any prospectus supplement and the coverage
thereunder do not purport to be complete and are qualified in their entirety by
reference to the actual forms of the policies, copies of which typically will be
exhibits to the Form 8-K to be filed with the Securities and Exchange Commission
in connection with the issuance of the related series of certificates.

LETTERS OF CREDIT

     If any component of credit enhancement as to any series of certificates is
to be provided by a letter of credit, a bank will deliver to the trustee an
irrevocable letter of credit. The letter of credit may provide direct coverage
with respect to the mortgage collateral. The letter of credit bank, the amount
available under the letter of credit with respect to each component of credit
enhancement, the expiration date of the letter of credit, and a more detailed
description of the letter of credit will be specified in the accompanying
prospectus supplement. On or before each distribution date, the letter of credit
bank will be required to make payments after notification from the trustee, to
be deposited in the related Certificate Account, with respect to the coverage
provided thereby. The letter of credit may also provide for the payment of
Advances.

SUBORDINATION

     A senior/subordinate series of certificates will consist of one or more
classes of senior certificates and one or more classes of subordinate
certificates, as specified in the accompanying prospectus supplement.
Subordination of the subordinate certificates of any senior/subordinate series
will be effected by the following method, unless an alternative method is
specified in the accompanying prospectus supplement. In addition, some classes
of senior or subordinate certificates may be senior to other classes of senior
or subordinate certificates, as specified in the accompanying prospectus
supplement.

     For any senior/subordinate series, the total amount available for
distribution on each distribution date, as well as the method for allocating
that amount among the various classes of


                                       51



certificates included in the series, will be described in the accompanying
prospectus supplement. In most cases, for any series, the amount available for
distribution will be allocated first to interest on the senior certificates of
that series, and then to principal of the senior certificates up to the amounts
described in the accompanying prospectus supplement, prior to allocation of any
amounts to the subordinate certificates.

     If so provided in the pooling and servicing agreement, the master servicer
or servicer may be permitted, under certain circumstances, to purchase any
mortgage loan that is three or more months delinquent in payments of principal
and interest, at the repurchase price. Any Realized Loss subsequently incurred
in connection with any such mortgage loan may be, under certain circumstances,
passed through to the holders of then-outstanding certificates with a
certificate principal balance greater than zero of the related series in the
same manner as Realized Losses on mortgage loans that have not been so
purchased, unless that purchase was made upon the request of the holder of the
most junior class of certificates of the related series. See "Description of the
Certificates--Servicing and Administration of Mortgage Collateral--Special
Servicing" above.

     In the event of any Realized Losses not in excess of the limitations
described below (other than Extraordinary Losses), the rights of the subordinate
certificateholders to receive distributions will be subordinate to the rights of
the senior certificateholders and the owner of an uncertificated interest
allocable to interest in a trust asset and, as to certain classes of
subordinated certificates, may be subordinate to the rights of other subordinate
certificateholders.

     Except as noted below, Realized Losses will be allocated to the subordinate
certificates of the related series until their outstanding principal balances
have been reduced to zero. Additional Realized Losses, if any, will be allocated
to the senior certificates. If the series includes more than one class of senior
certificates, the additional Realized Losses will be allocated either on a pro
rata basis among all of the senior certificates in proportion to their
respective outstanding principal balances or as otherwise provided in the
accompanying prospectus supplement.

     Special Hazard Losses in excess of the Special Hazard Amount will be
allocated among all outstanding classes of certificates of the related series,
either on a pro rata basis in proportion to their outstanding principal
balances, or as otherwise provided in the accompanying prospectus supplement.
The respective amounts of other specified types of losses, including Fraud
Losses and Bankruptcy Losses, that may be borne solely by the subordinate
certificates may be similarly limited to the Fraud Loss Amount and Bankruptcy
Amount, and the subordinate certificates may provide no coverage with respect to
Extraordinary Losses or other specified types of losses, as described in the
accompanying prospectus supplement, in which case those losses would be
allocated on a pro rata basis among all outstanding classes of certificates in
accordance with their respective certificate principal balances or as otherwise
specified in the accompanying prospectus supplement. Each of the Special Hazard
Amount, Fraud Loss Amount and Bankruptcy Amount may be subject to periodic
reductions and may be subject to further reduction or termination, without the
consent of the certificateholders, upon the written confirmation from each
applicable rating agency that the then-current rating of the related series of
certificates will not be adversely affected.


                                       52



     In most cases, any allocation of a Realized Loss, including a Special
Hazard Loss, Fraud Loss or Bankruptcy Loss, to a certificate in a
senior/subordinate series will be made by reducing its outstanding principal
balance as of the distribution date following the calendar month in which the
Realized Loss was incurred.

     The rights of holders of the various classes of certificates of any series
to receive distributions of principal and interest is determined by the
aggregate outstanding principal balance of each class or, if applicable, the
related notional amount. The outstanding principal balance of any certificate
will be reduced by all amounts previously distributed on that certificate
representing principal, and by any Realized Losses allocated thereto. If there
are no Realized Losses or Principal Prepayments on any item of mortgage
collateral, the respective rights of the holders of certificates of any series
to future distributions generally would not change. However, to the extent
described in the accompanying prospectus supplement, holders of senior
certificates may be entitled to receive a disproportionately larger amount of
prepayments received during specified periods, which will have the effect,
absent offsetting losses, of accelerating the amortization of the senior
certificates and increasing the respective percentage ownership interest
evidenced by the subordinate certificates in the related trust, with a
corresponding decrease in the percentage of the outstanding principal balances
of the senior certificates, thereby preserving the availability of the
subordination provided by the subordinate certificates. In addition, some
Realized Losses will be allocated first to subordinate certificates by reduction
of their outstanding principal balance, which will have the effect of increasing
the respective ownership interest evidenced by the senior certificates in the
related trust.

     If so provided in the accompanying prospectus supplement, some amounts
otherwise payable on any distribution date to holders of subordinate
certificates may be deposited into a reserve fund. Amounts held in any reserve
fund may be applied as described under "Description of Credit
Enhancement--Reserve Funds" and in the accompanying prospectus supplement.

     In lieu of the foregoing provisions, subordination may be effected by
limiting the rights of the holders of subordinate certificates to receive the
Subordinate Amount to the extent described in the accompanying prospectus
supplement. As specified in the accompanying prospectus supplement, the
Subordinate Amount may be reduced based upon the amount of losses borne by the
holders of the subordinate certificates as a result of the subordination, a
specified schedule or other method of reduction as the prospectus supplement may
specify.

     The exact terms and provisions of the subordination may vary from those
described in this prospectus. Any variation and any additional credit
enhancement will be described in the accompanying prospectus supplement.

OVERCOLLATERALIZATION AND EXCESS CASH FLOW

     If stated in the accompanying prospectus supplement, interest collections
on the mortgage collateral may exceed interest payments on the certificates for
the related distribution date. To the extent such excess interest is applied as
principal payments on the certificates, the effect will be to reduce the
principal balance of the certificates relative to the outstanding balance of the
mortgage collateral, thereby creating overcollateralization and additional
protection to the certificateholders, as specified in the accompanying
prospectus supplement. Additionally, some


                                       53



of this excess cash flow may be used to protect the certificates against some
Realized Losses by making an additional payment of principal on the certificates
up to the amount of the Realized Loss.

MORTGAGE POOL INSURANCE POLICIES AND MORTGAGE INSURANCE POLICIES

     Protection against losses on all or a portion of the mortgage loans in a
mortgage loan pool may be obtained by the depositor for a trust in the form of a
mortgage pool insurance policy or a mortgage insurance policy. A mortgage pool
insurance policy covers specified losses on mortgage loans to the extent that
the primary insurance policy, if required, is not sufficient to cover the loss.
Generally, the insurer's payment obligations under a mortgage pool insurance
policy are limited to a certain amount, which will be stated in the prospectus
supplement. As used in this prospectus, a mortgage insurance policy is a policy
that provides primary mortgage insurance on all of the mortgage loans that are
subject to the policy. The insurer's payment obligations will be limited to the
amount stated in the prospectus supplement, if applicable. Each mortgage pool
insurance policy or mortgage insurance policy, in accordance with the
limitations described in this prospectus and in the prospectus supplement, if
any, will cover Defaulted Mortgage Losses on mortgage loans in an amount
specified in the prospectus supplement. As described under "--Maintenance of
Credit Enhancement," the master servicer, servicer or Certificate Administrator
will use its best reasonable efforts to maintain the mortgage pool insurance
policy or mortgage insurance policy and to present claims to the insurer on
behalf of itself, the trustee and the certificateholders. The mortgage pool
insurance policies and mortgage insurance policies, however, are not blanket
policies against loss, since claims may only be made respecting particular
defaulted mortgage loans and only upon satisfaction of specified conditions
precedent described in the succeeding paragraph. Unless specified in the
accompanying prospectus supplement, the mortgage pool insurance policies may not
cover losses due to a failure to pay or denial of a claim under a primary
insurance policy, irrespective of the reason.

     As more specifically provided in the accompanying prospectus supplement,
each mortgage pool insurance policy or mortgage insurance policy will provide
for conditions under which claims may be presented and covered under the policy.
Upon satisfaction of these conditions, the insurer will have the option either
(a) to purchase the property securing the defaulted mortgage loan at a price
described in the prospectus supplement, or (b) to pay the portion of the loss
specified in the prospectus supplement. In the case of a mortgage pool insurance
policy, payments (i) may be reduced because of an aggregate payment limitation
on the policy and (ii) may be net of some amounts paid or assumed to have been
paid under any related primary insurance policy.

     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 or a mortgage insurance policy because
the insurer may not be required to remit unpaid interest through the end of the
month in which the claim is paid. In addition, the certificateholders will also
experience losses with respect to the related certificates in connection with
payments made under a mortgage pool insurance policy or mortgage insurance
policy to the extent that the master servicer, servicer or subservicer expends
funds to cover unpaid real estate taxes or to repair the related mortgaged
property in order to make a claim under a mortgage pool insurance policy or
mortgage insurance policy, as those amounts may not be covered by


                                       54



payments under the applicable policy and may be reimbursable to the master
servicer, servicer or subservicer from funds otherwise payable to the
certificateholders. If any mortgaged property securing a defaulted mortgage loan
is damaged and proceeds, if any (see "--Special Hazard Insurance Policies" below
for risks which are not covered by those policies), from the related hazard
insurance policy or applicable special hazard insurance policy are insufficient
to restore the damaged property to a condition sufficient to permit recovery
under the mortgage pool insurance policy or mortgage insurance policy, the
master servicer, servicer or subservicer is not required to expend its own funds
to restore the damaged property unless it determines that (a) restoration will
increase the proceeds to certificateholders on liquidation of the mortgage loan
after reimbursement of the master servicer, servicer or subservicer for its
expenses and (b) the expenses will be recoverable by it through Liquidation
Proceeds or Insurance Proceeds.

     Some mortgage pool insurance policies, mortgage insurance policies and
primary insurance policies will not insure against loss sustained by reason of a
default arising from, among other things, fraud or negligence in the origination
or servicing of a loan, including misrepresentation by the mortgagor, the
mortgage collateral seller or other persons involved in the origination of the
mortgage loan, failure to construct a mortgaged property in accordance with
plans and specifications, or bankruptcy, unless, if specified in the
accompanying prospectus supplement, an endorsement to the mortgage pool
insurance policy or mortgage insurance policy provides for insurance against
that type of loss. Depending upon the nature of the event, a breach of a
representation made by a mortgage collateral seller may also have occurred. If
the representation by a mortgage collateral seller has been assigned to the
trustee for the benefit of the certificateholders and that breach materially and
adversely affects the interests of certificateholders, and cannot be cured, the
breach may give rise to a repurchase obligation on the part of the mortgage
collateral seller, as described under "The Trusts--Representations With Respect
to Mortgage Collateral." However, such an event would not give rise to a breach
of a representation and warranty or a repurchase obligation on the part of the
depositor or the Affiliated Intermediary Seller.

     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 master servicer, servicer or
subservicer as well as accrued interest on delinquent mortgage loans, in most
cases to the date of payment of the claim or to the date that the claim is
submitted to the insurer. See "Certain Legal Aspects of Mortgage Loans."
Accordingly, if aggregate net claims paid under any mortgage pool insurance
policy reach the original policy limit, coverage under that mortgage pool
insurance policy will be exhausted and any further losses will be borne by the
related certificateholders. In addition, unless the master servicer or servicer
determines that an Advance relating to a delinquent mortgage loan would be
recoverable to it from the proceeds of the liquidation of the mortgage loan or
otherwise, the master servicer or servicer would not be obligated to make an
Advance respecting any delinquency since the Advance would not be ultimately
recoverable to it from either the mortgage pool insurance policy or from any
other related source. See "Description of the Certificates--Advances." If
specified in the prospectus supplement, a mortgage insurance policy may have a
similar limit on the aggregate amount of coverage for losses.


                                       55



     Since each mortgage pool insurance policy and mortgage insurance policy
generally will require that the property subject to a defaulted mortgage loan be
restored to its original condition prior to claiming against the insurer, those
policies will not provide coverage against hazard losses. As described under
"Insurance Policies on Mortgage Loans--Standard Hazard Insurance on Mortgaged
Properties," the hazard policies covering the mortgage loans typically exclude
from coverage physical damage resulting from a number of causes and, even when
the damage is covered, may afford recoveries which are significantly less than
full replacement cost of the mortgaged property. Additionally, no coverage for
Special Hazard Losses, Fraud Losses or Bankruptcy Losses will cover all risks,
and the amount of any such coverage will be limited. See "--Special Hazard
Insurance Policies" below. As a result, certain hazard risks will not be insured
against and may be borne by certificateholders.

SPECIAL HAZARD INSURANCE POLICIES

     Any insurance policy covering Special Hazard Losses obtained for a trust
will be issued by the insurer named in the accompanying prospectus supplement.
Each special hazard insurance policy subject to limitations described in this
paragraph and in the accompanying prospectus supplement, if any, will protect
the related certificateholders from Special Hazard Losses. Aggregate claims
under a special hazard insurance policy will be limited to the amount described
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 and, if
applicable, flood insurance on the property securing the mortgage loan has been
kept in force and other protection and preservation expenses have been paid by
the master servicer or servicer.

     In accordance with the foregoing limitations, a special hazard insurance
policy will provide that, where there has been damage to property securing a
foreclosed 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 master servicer,
servicer or the subservicer, the insurer will pay the lesser of (i) the cost of
repair or replacement of the related 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 rate to the date of claim
settlement and certain expenses incurred by the master servicer, servicer or the
subservicer with respect to the related property.

     If the property is transferred to a third party in a sale approved by the
special hazard insurer, the amount that the special hazard insurer will pay will
be the amount under (ii) above reduced by the net proceeds of the sale of the
property. If the unpaid principal balance plus accrued interest and some
expenses is paid by the special hazard insurer, the amount of further coverage
under the related special hazard insurance policy will be reduced by that amount
less any net proceeds from the sale of the property. Any amount paid as the cost
of repair of the property will further reduce coverage by that amount.
Restoration of the property with the proceeds described under (i) above will
satisfy the condition under each mortgage pool insurance policy 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 property. The
payment described under (ii) above will render presentation of a claim relating
to a mortgage loan under


                                       56



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 insurance policy of the cost of repair or of the unpaid
principal balance of the related mortgage loan plus accrued interest and some
expenses 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.

BANKRUPTCY BONDS

     In the event of a personal bankruptcy of a mortgagor and a filing under
Chapter 13 of the Bankruptcy Code, a bankruptcy court may establish the value of
the mortgaged property of the mortgagor at a proceeding resulting in a Deficient
Valuation. Under current law, Deficient Valuations are not permitted with
respect to first liens on the related mortgaged property, but may occur with
respect to a mortgage loan secured by a junior lien if the value of the related
mortgaged property at the time of the filing is less than the amount of any
first lien.

     In addition, other modifications of the terms of a mortgage loan can result
from a bankruptcy proceeding without a permanent forgiveness of the principal
balance of the mortgage loan, including a Debt Service Reduction. See "Certain
Legal Aspects of Mortgage Loans--The Mortgage Loans--Anti-Deficiency Legislation
and Other Limitations on Lenders." Any bankruptcy policy to provide coverage for
Bankruptcy Losses resulting from proceedings under the federal Bankruptcy Code
obtained for a trust will be issued by an insurer named in the accompanying
prospectus supplement. The level of coverage under each bankruptcy policy will
be described in the accompanying prospectus supplement.

RESERVE FUNDS

     If stated in the accompanying prospectus supplement, the depositor will
deposit or cause to be deposited in a reserve fund, any combination of cash or
Permitted Investments in specified amounts, or any other instrument satisfactory
to the rating agency or agencies, which will be applied and maintained in the
manner and under the conditions specified in the accompanying prospectus
supplement. Instead of or in addition to that deposit, to the extent described
in the accompanying prospectus supplement, a reserve fund may be funded through
application of all or a portion of amounts otherwise payable on any related
subordinate certificates, from an uncertificated interest allocable to interest
in a trust asset or otherwise. To the extent that the funding of the reserve
fund is dependent on amounts otherwise payable on related subordinate
certificates, an uncertificated interest allocable to interest in a trust asset
or other cash flows attributable to the related mortgage loans or on
reinvestment income, the reserve fund may provide less coverage than initially
expected if the cash flows or reinvestment income on which the funding is
dependent are lower than anticipated.

     For any series of certificates as to which credit enhancement includes a
letter of credit, if stated in the accompanying prospectus supplement, under
specified circumstances the remaining amount of the letter of credit may be
drawn by the trustee and deposited in a reserve fund. Amounts in a reserve fund
may be distributed to certificateholders, or applied to reimburse the master
servicer or servicer for outstanding Advances, or may be used for other
purposes, in the manner and to the extent specified in the accompanying
prospectus supplement. If stated in the


                                       57



accompanying prospectus supplement, amounts in a reserve fund may be available
only to cover specific types of losses, or losses on specific mortgage loans.
Unless otherwise specified in the accompanying prospectus supplement, any
reserve fund will not be deemed to be part of the related trust. A reserve fund
may provide coverage to more than one series of certificates, if described in
the accompanying prospectus supplement.

     The trustee will have a perfected security interest for the benefit of the
certificateholders in the assets in the reserve fund, unless the assets are
owned by the related trust. However, to the extent that the depositor, any
affiliate of the depositor or any other entity has an interest in any reserve
fund, in the event of the bankruptcy, receivership or insolvency of that entity,
there could be delays in withdrawals from the reserve fund and the corresponding
payments to the certificateholders. These delays could adversely affect the
yield to investors on the related certificates.

     Amounts deposited in any reserve fund for a series will be invested in
Permitted Investments by, or at the direction of, and for the benefit of a
servicer, the master servicer, the Certificate Administrator or any other person
named in the accompanying prospectus supplement.

CERTIFICATE INSURANCE POLICIES; SURETY BONDS

     The depositor may obtain one or more certificate insurance policies or
guaranties or one or more surety bonds, or one or more guarantees issued by
insurers or other parties acceptable to the rating agency or agencies rating the
certificates offered insuring the holders of one or more classes of certificates
the payment of amounts due in accordance with the terms of that class or those
classes of certificates. Any certificate insurance policy, surety bond or
guaranty will have the characteristics described in, and will be in accordance
with any limitations and exceptions described in, the accompanying prospectus
supplement.

MAINTENANCE OF CREDIT ENHANCEMENT

     If credit enhancement has been obtained for a series of certificates, the
master servicer, the servicer or the Certificate Administrator will be obligated
to exercise its best reasonable efforts to keep or cause to be kept the credit
enhancement in full force and effect throughout the term of the applicable
pooling and servicing agreement, unless coverage thereunder has been exhausted
through payment of claims or otherwise, or substitution therefor is made as
described below under "--Reduction or Substitution of Credit Enhancement." The
master servicer, the servicer or the Certificate Administrator, as applicable,
on behalf of itself, the trustee and certificateholders, will be required to
provide information required for the trustee to draw under any applicable credit
enhancement.

     The master servicer, the servicer or the Certificate Administrator will
agree to pay the premiums for each mortgage pool insurance policy, special
hazard insurance policy, mortgage insurance policy, bankruptcy policy,
certificate insurance policy or surety bond, as applicable, on a timely basis,
unless the premiums are paid directly by the trust. As to mortgage pool
insurance policies generally, if the related insurer ceases to be a Qualified
Insurer, the master servicer, the servicer or the Certificate Administrator will
use its best reasonable efforts to obtain from


                                       58



another Qualified Insurer a comparable replacement insurance policy or bond with
a total coverage equal to the then-outstanding coverage of the policy or bond.
If the cost of the replacement policy is greater than the cost of the existing
policy or bond, the coverage of the replacement policy or bond will, unless
otherwise agreed to by the depositor, be reduced to a level so that its premium
rate does not exceed the premium rate on the original insurance policy. Any
losses in market value of the certificates associated with any reduction or
withdrawal in rating by an applicable rating agency shall be borne by the
certificateholders.

     If any property securing a defaulted mortgage loan is damaged and proceeds,
if any, from the related hazard insurance policy or any applicable special
hazard insurance policy are insufficient to restore the damaged property to a
condition sufficient to permit recovery under any letter of credit, mortgage
pool insurance policy, mortgage insurance policy, or any related primary
insurance policy, the master servicer or servicer is not required to expend its
own funds to restore the damaged property unless it determines (i) that
restoration will increase the proceeds to one or more classes of
certificateholders on liquidation of the mortgage loan after reimbursement of
the master servicer or servicer for its expenses and (ii) that the expenses will
be recoverable by it through Liquidation Proceeds or Insurance Proceeds. If
recovery under any letter of credit, mortgage pool insurance policy, mortgage
insurance policy, other credit enhancement or any related primary insurance
policy is not available because the master servicer or servicer has been unable
to make the above determinations, has made the determinations incorrectly or
recovery is not available for any other reason, the master servicer or servicer
is nevertheless obligated to follow whatever normal practices and procedures, in
accordance with the preceding sentence, that it deems necessary or advisable to
realize upon the defaulted mortgage loan and if this determination has been
incorrectly made, is entitled to reimbursement of its expenses in connection
with the restoration.

REDUCTION OR SUBSTITUTION OF CREDIT ENHANCEMENT

     The amount of credit support provided with respect to any series of
certificates and relating to various types of losses incurred may be reduced
under specified circumstances. In most cases, the amount available as credit
support will be subject to periodic reduction on a non-discretionary basis in
accordance with a schedule or formula described in the related pooling and
servicing agreement. Additionally, in most cases, the credit support may be
replaced, reduced or terminated, and the formula used in calculating the amount
of coverage with respect to Bankruptcy Losses, Special Hazard Losses or Fraud
Losses may be changed, without the consent of the certificateholders, upon the
written assurance from each applicable rating agency that the then-current
rating of the related series of certificates will not be adversely affected and
with consent of the related credit enhancer, if applicable.

     Furthermore, if the credit rating of any obligor under any applicable
credit enhancement is downgraded, the credit rating of each class of the related
certificates may be downgraded to a corresponding level, and, unless otherwise
specified in the accompanying prospectus supplement, neither the master
servicer, the servicer, the Certificate Administrator nor the depositor will be
obligated to obtain replacement credit support in order to restore the rating of
the certificates. The master servicer, the servicer or the Certificate
Administrator, as applicable, will also be permitted to replace any credit
support with other credit enhancement instruments issued by obligors whose
credit ratings are equivalent to the downgraded level and in lower


                                       59



amounts that would satisfy the downgraded level, provided that the then-current
rating of each class of the related series of certificates is maintained. Where
the credit support is in the form of a reserve fund, a permitted reduction in
the amount of credit enhancement will result in a release of all or a portion of
the assets in the reserve fund to the depositor, the master servicer or servicer
or any other person that is entitled to the credit support. Any assets so
released and any amount by which the credit enhancement is reduced will not be
available for distributions in future periods.

            OTHER FINANCIAL OBLIGATIONS RELATED TO THE CERTIFICATES

SWAPS AND YIELD SUPPLEMENT AGREEMENTS

     The trustee on behalf of the trust may enter into interest rate swaps and
related caps, floors and collars to minimize the risk to certificateholders of
adverse changes in interest rates, and other yield supplement agreements or
similar yield maintenance arrangements that do not involve swap agreements or
other notional principal contracts.

     An interest rate swap is an agreement between two parties to exchange a
stream of interest payments on an agreed hypothetical or "notional" principal
balance. No principal balance is exchanged between the counterparties to an
interest rate swap. In the typical swap, one party agrees to pay a fixed-rate on
a notional principal balance, while the counterparty pays a floating rate based
on one or more reference interest rates including the London Interbank Offered
Rate, or LIBOR, a specified bank's prime rate or U.S. Treasury Bill rates.
Interest rate swaps also permit counterparties to exchange a floating rate
obligation based upon one reference interest rate (such as LIBOR) for a floating
rate obligation based upon another referenced interest rate (such as U.S.
Treasury Bill rates).

     The swap market has grown substantially in recent years with a significant
number of banks and financial service firms acting both as principals and as
agents utilizing standardized swap documentation. Caps, floors and collars are
more recent innovations, and they are less liquid than other swaps.

     Yield supplement agreements may be entered into to supplement the interest
rate or rates on one or more classes of the certificates of any series.

     There can be no assurance that the trust will be able to enter into or
offset swaps or enter into yield supplement agreements at any specific time or
at prices or on other terms that are advantageous. In addition, although the
terms of the swaps and yield supplement agreements may provide for termination
under some circumstances, there can be no assurance that the trust will be able
to terminate a swap or yield supplement agreement when it would be economically
advantageous to the trust to do so.

PURCHASE OBLIGATIONS

     Some types of mortgage collateral and classes of certificates of any
series, as specified in the accompanying prospectus supplement, may be subject
to a purchase obligation. The terms and conditions of each purchase obligation,
including the purchase price, timing and payment procedure, will be described in
the accompanying prospectus supplement. A purchase obligation


                                       60



with respect to mortgage collateral may apply to the mortgage collateral or to
the related certificates. Each purchase obligation may be a secured or unsecured
obligation of its provider, which may include a bank or other financial
institution or an insurance company. Each purchase obligation will be evidenced
by an instrument delivered to the trustee for the benefit of the applicable
certificateholders of the related series. Unless otherwise specified in the
accompanying prospectus supplement, each purchase obligation with respect to
mortgage collateral will be payable solely to the trustee for the benefit of the
certificateholders of the related series. Other purchase obligations may be
payable to the trustee or directly to the holders of the certificates to which
the obligations relate.

                      INSURANCE POLICIES ON MORTGAGE LOANS

     Each mortgage loan will be required to be covered by a hazard insurance
policy (as described below) and, at times, a primary insurance policy. The
descriptions of any insurance policies contained in this prospectus or any
prospectus supplement and the coverage thereunder do not purport to be complete
and are qualified in their entirety by reference to the forms of policies.

PRIMARY INSURANCE POLICIES

     If specified in the accompanying prospectus supplement, and except as
described below, (i) each mortgage loan having an LTV ratio at origination of
over 80% will be covered by a primary mortgage guaranty insurance policy
insuring against default on the mortgage loan up to an amount described in the
accompanying prospectus supplement, unless and until the principal balance of
the mortgage loan is reduced to a level that would produce an LTV ratio equal to
or less than 80%, and (ii) the depositor or the Affiliated Intermediary Seller
will represent and warrant that, to the best of its knowledge, the mortgage
loans are so covered. However, the foregoing standard may vary significantly
depending on the characteristics of the mortgage loans and the applicable
underwriting standards. A mortgage loan will not be considered to be an
exception to the foregoing standard if no primary insurance policy was obtained
at origination but the mortgage loan has amortized to an 80% or less LTV ratio
level as of the applicable cut-off date. In most cases, the depositor will have
the ability to cancel any primary insurance policy if the LTV ratio of the
mortgage loan is reduced to 80% or less (or a lesser specified percentage) based
on an appraisal of the mortgaged property after the related closing date or as a
result of principal payments that reduce the principal balance of the mortgage
loan after the closing date. Junior mortgage loans usually will not be required
by the depositor to be covered by a primary mortgage guaranty insurance policy
insuring against default on the mortgage loan.

     A primary insurance policy is generally obtained with respect to an
individual mortgage loan. It may be required to be obtained and paid for by the
borrower, or may be paid for by the master servicer, the servicer, the seller or
a third party.

     Under a federal statute, mortgagors with respect to many residential
mortgage loans originated on or after July 29, 1999 will have a right to request
the cancellation of any private mortgage insurance policy insuring loans when
the outstanding principal balance of the mortgage loan has been reduced or is
scheduled to have been reduced to 80% or less of the value of the mortgaged
property at the time the mortgage loan was originated. The mortgagor's right to


                                       61



request the cancellation of the policy is subject to certain conditions,
including (i) the condition that no monthly payment has been thirty days or more
past due during the twelve months prior to the cancellation date, and no monthly
payment has been sixty days or more past due during the twelve months prior to
that period, (ii) there has been no decline in the value of the mortgaged
property since the time the mortgage loan was originated and (iii) the mortgaged
property is not encumbered by subordinate liens. In addition, any requirement
for private mortgage insurance will automatically terminate when the scheduled
principal balance of the mortgage loan, based on the original amortization
schedule for the mortgage loan, is reduced to 78% or less of the value of the
mortgaged property at the time of origination, and provided the mortgage loan is
current. The legislation requires that mortgagors be provided written notice of
their cancellation rights at the origination of the mortgage loans.

     If the requirement for private mortgage insurance is not otherwise canceled
or terminated in the circumstances described above, it must be terminated no
later than the first day of the month immediately following the date that is the
midpoint of the loan's amortization period, if, on that date, the borrower is
current on the payments required by the terms of the loan. The mortgagee's or
servicer's failure to comply with the law could subject such parties to civil
money penalties but would not affect the validity or enforceability of the
mortgage loan. The law does not preempt any state law regulating private
mortgage insurance except to the extent that such law is inconsistent with the
federal law and then only to the extent of the inconsistency.

     While the terms and conditions of the primary insurance policies issued by
one primary mortgage guaranty insurer will usually differ from those in primary
insurance policies issued by other primary insurers, each primary insurance
policy generally will pay either:

     o    the insured percentage of the loss on the related mortgaged property;

     o    the entire amount of the loss, after receipt by the primary insurer of
          good and merchantable title to, and possession of, the mortgaged
          property; or

     o    at the option of the primary insurer under certain primary insurance
          policies, the sum of the delinquent monthly payments plus any Advances
          made by the insured, both to the date of the claim payment and,
          thereafter, monthly payments in the amount that would have become due
          under the mortgage loan if it had not been discharged plus any
          Advances made by the insured until the earlier of (a) the date the
          mortgage loan would have been discharged in full if the default had
          not occurred or (b) an approved sale.

     The amount of the loss as calculated under a primary insurance policy
covering a mortgage loan will in most cases consist of the unpaid principal
balance of such mortgage loan and accrued and unpaid interest thereon and
reimbursement of some expenses, less:

     o    rents or other payments received by the insured (other than the
          proceeds of hazard insurance) that are derived from the related
          mortgaged property;


                                       62



     o    hazard insurance proceeds received by the insured in excess of the
          amount required to restore the mortgaged property and which have not
          been applied to the payment of the mortgage loan;

     o    amounts expended but not approved by the primary insurer;

     o    claim payments previously made on the mortgage loan; and

     o    unpaid premiums and other amounts.

     As conditions precedent to the filing or payment of a claim under a primary
insurance policy, in the event of default by the mortgagor, the insured will
typically be required, among other things, to:

     o    advance or discharge (a) hazard insurance premiums and (b) as
          necessary and approved in advance by the primary insurer, real estate
          taxes, protection and preservation expenses and foreclosure and
          related costs;

     o    in the event of any physical loss or damage to the mortgaged property,
          have the mortgaged property restored to at least its condition at the
          effective date of the primary insurance policy (ordinary wear and tear
          excepted); and

     o    tender to the primary insurer good and merchantable title to, and
          possession of, the mortgaged property.

     For any certificates offered under this prospectus, the master servicer or
servicer will maintain or cause each subservicer to maintain, as the case may
be, in full force and effect and to the extent coverage is available a primary
insurance policy with regard to each mortgage loan for which coverage is
required under the standard described above unless an exception to such standard
applies or alternate credit enhancement is provided as described in the
accompanying prospectus supplement; provided that the primary insurance policy
was in place as of the cut-off date and the depositor had knowledge of such
primary insurance policy.

STANDARD HAZARD INSURANCE ON MORTGAGED PROPERTIES

     The terms of the mortgage loans require each mortgagor to maintain a hazard
insurance policy covering the related mortgaged property and providing for
coverage at least equal to that of the standard form of fire insurance policy
with extended coverage customary in the state in which the property is located.
Most coverage will be in an amount equal to the lesser of the principal balance
of the mortgage loan and, in the case of junior mortgage loans, the principal
balance of any senior mortgage loans, the guaranteed replacement value, or 100%
of the insurable value of the improvements securing the mortgage loan. The
pooling and servicing agreement will provide that the master servicer or
servicer shall cause the hazard policies to be maintained or shall obtain a
blanket policy insuring against losses on the mortgage loans. The master
servicer or servicer may satisfy its obligation to cause hazard policies to be
maintained by maintaining a blanket policy insuring against losses on those
mortgage loans. The ability of the


                                       63



master servicer or servicer to ensure that hazard insurance proceeds are
appropriately applied may be dependent on its being named as an additional
insured under any hazard insurance policy and under any flood insurance policy
referred to below, or upon the extent to which information in this regard is
furnished to the master servicer or the servicer by mortgagors or subservicers.
If junior mortgage loans are included within any trust, investors should also
consider the application of hazard insurance proceeds discussed in this
prospectus under "Certain Legal Aspects of Mortgage Loans--The Mortgage
Loans--Junior Mortgages, Rights of Senior Mortgagees."

     The standard form of fire and extended coverage policy covers physical
damage to or destruction of the improvements on the property by fire, lightning,
explosion, smoke, windstorm, hail, riot, strike and civil commotion, in
accordance with the conditions and exclusions specified in each policy. The
policies relating to the mortgage loans will be underwritten by different
insurers under different state laws in accordance with different applicable
state forms and therefore will not contain identical terms and conditions, the
basic terms of which are dictated by respective state laws. These policies
typically do not cover any physical damage resulting from the following: war,
revolution, governmental actions, floods and other water-related causes, earth
movement, including earthquakes, landslides and mudflows, nuclear reactions, wet
or dry rot, vermin, rodents, insects or domestic animals, theft and, in some
cases, vandalism. The foregoing list is merely indicative of some kinds of
uninsured risks and is not intended to be all-inclusive. Where the improvements
securing a mortgage loan are located in a federally designated flood area at the
time of origination of that mortgage loan, the pooling and servicing agreement
typically requires the master servicer or servicer to cause to be maintained for
each such mortgage loan serviced, flood insurance, to the extent available, in
an amount equal to the lesser of the amount required to compensate for any loss
or damage on a replacement cost basis or the maximum insurance available under
the federal flood insurance program.

     The hazard insurance policies covering the mortgaged properties typically
contain a co-insurance clause that in effect requires the related mortgagor at
all times to carry insurance of a specified percentage, typically 80% to 90%, of
the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the related mortgagor's coverage
falls below this specified percentage, this clause usually provides that the
insurer's liability in the event of partial loss does not exceed the greater of
(i) the replacement cost of the improvements damaged or destroyed less physical
depreciation or (ii) the proportion of the loss as the amount of insurance
carried bears to the specified percentage of the full replacement cost of the
improvements.

     Since the amount of hazard insurance that mortgagors are required to
maintain on the improvements securing the mortgage loans may decline as the
principal balances owing thereon decrease, and since residential properties have
historically appreciated in value over time, hazard insurance proceeds could be
insufficient to restore fully the damaged property in the event of a partial
loss. See "Subordination" above for a description of when subordination is
provided, the protection, limited to the Special Hazard Amount as described in
the accompanying prospectus supplement, afforded by subordination, and
"Description of Credit Enhancement--Special Hazard Insurance Policies" for a
description of the limited protection afforded by any special hazard insurance
policy against losses occasioned by hazards which are otherwise uninsured
against.


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     For mixed-use mortgage loans, some additional insurance policies may be
required, including, but not limited to, loss of rent endorsements, business
interruption insurance, comprehensive public liability insurance and general
liability insurance for bodily injury and property damage, and the related
pooling and servicing agreement may require the master servicer or servicer to
maintain that insurance with respect to any related mortgaged properties secured
by REO Mortgage Loans.

                                  THE DEPOSITOR

     The depositor is an indirect wholly-owned subsidiary of Carrington
Securities, LP which is a wholly-owned subsidiary of Carrington Capital
Management, LP. The depositor is a Delaware limited liability company formed in
January, 2005. The depositor is organized for the purpose of acquiring mortgage
loans and depositing these loans into issuing entities that issue securities
backed by such mortgage loans. The depositor does not engage in any other
activities and does not have, nor is it expected in the future to have, any
significant assets. The depositor anticipates that it will in many cases have
acquired mortgage loans indirectly through Carrington Securities, LP.

     The certificates do not represent an interest in or an obligation of the
depositor. The depositor's only obligations with respect to a series of
certificates will be to repurchase certain items of mortgage collateral upon any
breach of limited representations and warranties made by the depositor, or as
otherwise provided in the applicable prospectus supplement.

     The depositor maintains its principal office at Seven Greenwich Office
Park, 599 West Putnam Avenue, Greenwich, Connecticut, 06830. Its telephone
number is (203) 661-6186.

                            CARRINGTON SECURITIES, LP

     Carrington Securities, LP, an affiliate of the depositor will act as
sponsor and master servicer for each series of certificates. Carrington
Securities, LP buys conventional mortgage loans under several loan purchase
programs from mortgage loan originators or sellers nationwide, including
affiliates, that meet its seller/servicer eligibility requirements and services
mortgage loans for its own account and for others. Carrington Securities, LP's
principal executive offices are located at Seven Greenwich Office Park, 599 West
Putnam Avenue, Greenwich, Connecticut, 06830. Its telephone number is (203)
661-6186. Carrington Securities, LP conducts operations from its headquarters in
Connecticut.

                       THE POOLING AND SERVICING AGREEMENT

     As described in this prospectus under "Introduction" and "Description of
the Certificates--General," each series of certificates will be issued under a
pooling and servicing agreement as described in that section. The following
summaries describe additional provisions common to each pooling and servicing
agreement.

Servicing Compensation and Payment of Expenses

     Each servicer, the master servicer or the Certificate Administrator, as
applicable, will be paid compensation for the performance of its servicing
obligations at the percentage per annum


                                       65



described in the accompanying prospectus supplement of the outstanding principal
balance of each mortgage loan. Any subservicer will also be entitled to the
servicing fee as described in the accompanying prospectus supplement. The
servicer or the master servicer, if any, will deduct the servicing fee for the
mortgage loans underlying the certificates of a series in an amount to be
specified in the accompanying prospectus supplement. The servicing fees may be
fixed or variable. In addition, the master servicer, any servicer or the
relevant subservicers, if any, will be entitled to servicing compensation in the
form of assumption fees, late payment charges or excess proceeds following
disposition of property in connection with defaulted mortgage loans and any
earnings on investments held in the Certificate Account or any Custodial
Account, to the extent not applied as Compensating Interest. Any uncertificated
interest allocable to interest in a trust asset retained by a mortgage
collateral seller, the master servicer, or any servicer or subservicer will not
constitute part of the servicing fee. Notwithstanding the foregoing, with
respect to a series of certificates as to which the trust includes mortgage
securities, the compensation payable to the master servicer or servicer or
Certificate Administrator for servicing and administering such mortgage
securities on behalf of the holders of such certificates may be based on a
percentage per annum described in the accompanying prospectus supplement of the
outstanding balance of such mortgage securities and may be retained from
distributions of interest thereon, if stated in the accompanying prospectus
supplement. In addition, some reasonable duties of the master servicer or
servicer may be performed by an affiliate of the master servicer or servicer who
will be entitled to compensation for performance of those duties.

     The master servicer or servicer will pay or cause to be paid some of the
ongoing expenses associated with each trust and incurred by it in connection
with its responsibilities under the pooling and servicing agreement, including,
without limitation, payment of any fee or other amount payable for any
alternative credit enhancement arrangements, payment of the fees and
disbursements of the trustee, any custodian appointed by the trustee, the
certificate registrar and any paying agent, and payment of expenses incurred in
enforcing the obligations of subservicers and sellers. The master servicer or
servicer will be entitled to reimbursement of expenses incurred in enforcing the
obligations of subservicers and sellers under limited circumstances. In
addition, as indicated in the preceding section, the master servicer or servicer
will be entitled to reimbursements for some of the expenses incurred by it in
connection with Liquidated Mortgage Loans and in connection with the restoration
of mortgaged properties, such right of reimbursement being prior to the rights
of certificateholders to receive any related Liquidation Proceeds, including
Insurance Proceeds.

Evidence as to Compliance

     Each pooling and servicing agreement will require the master servicer or
servicer, as applicable, to deliver to the trustee, on or before the date in
each year specified in the related pooling and servicing agreement, and, if
required, file with the Commission as part of a Report on Form 10-K filed on
behalf of each issuing entity, the following documents:

     o    a report regarding its assessment of compliance during the preceding
          calendar year with all applicable servicing criteria set forth in
          relevant Commission regulations, including Item 1122 of Regulation AB,
          with respect to asset-backed securities transactions taken as a whole
          involving the master servicer or servicer, as applicable, that are
          backed by the same types of assets as those backing the certificates,
          as well as


                                       66



          similar reports on assessment of compliance received from certain
          other parties participating in the servicing function as required by
          relevant Commission regulations;

     o    with respect to each assessment report described immediately above, a
          report by a registered public accounting firm that attests to, and
          reports on, the assessment made by the asserting party, as set forth
          in relevant Commission regulations; and

     o    a servicer compliance certificate, signed by an authorized officer of
          the master servicer, to the effect that:

          o    a review of the master servicer's or servicer's, as applicable,
               activities during the reporting period and of its performance
               under the applicable pooling and servicing agreement has been
               made under such officer's supervision.

          o    to the best of such officer's knowledge, based on such review,
               the master servicer or servicer, as applicable, has fulfilled all
               of its obligations under the pooling and servicing agreement in
               all materials respects throughout the reporting period or, if
               there has been a failure to fulfill any such obligation in any
               material respect, specifying each such failure known to such
               officer and the nature and status thereof.

     The master servicer's or servicer's obligation to deliver to the trustee
any assessment or attestation report described above and, if required, to file
the same with the Commission, is limited to those reports prepared by the master
servicer or servicer and, in the case of reports prepared by any other party,
those reports actually received by the master servicer or servicer on or before
March 31 in each year. In addition, each servicer or subservicer participating
in the servicing function with respect to more than 5% of the mortgage loans
will provide the foregoing assessment reports with respect to itself and each
servicer or subservicer of at least 10% of the mortgage loans will provide the
compliance certificate described above with respect to its servicing activities.

     Furthermore, if any trust includes mortgage securities, either the related
prospectus supplement will specify how to locate Exchange Act reports relating
to such mortgage securities or the required information will be provided in such
trust's Exchange Act reports while it is a reporting entity.

Certain Other Matters Regarding Servicing

     Each servicer, the master servicer or the Certificate Administrator, as
applicable, may not resign from its obligations and duties under the related
pooling and servicing agreement unless each rating agency has confirmed in
writing that the resignation will not qualify, reduce or cause to be withdrawn
the then current ratings on the certificates except upon a determination that
its duties thereunder are no longer permissible under applicable law. No
resignation will become effective until the trustee or a successor servicer or
administrator has assumed the servicer's, the


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master servicer's or the Certificate Administrator's obligations and duties
under the related pooling and servicing agreement.

     Each pooling and servicing agreement will also provide that neither the
servicer, the master servicer or the Certificate Administrator, nor any
director, officer, employee or agent of the master servicer or servicer or the
depositor, will be under any liability to the trust or the certificateholders
for any action taken or for refraining from taking any action in good faith
under the pooling and servicing agreement, or for errors in judgment. However,
neither the servicer, the master servicer or the Certificate Administrator nor
any such person will be protected against any liability that would otherwise be
imposed by reason of the failure to perform its obligations in compliance with
any standard of care described in the pooling and servicing agreement. The
servicer, the master servicer or the Certificate Administrator, as applicable,
may, in its discretion, undertake any action that it may deem necessary or
desirable for the pooling and servicing agreement and the rights and duties of
the parties thereto and the interest of the related certificateholders. The
legal expenses and costs of the action and any liability resulting therefrom
will be expenses, costs and liabilities of the trust and the servicer, the
master servicer or the Certificate Administrator will be entitled to be
reimbursed out of funds otherwise distributable to certificateholders.

     The master servicer or servicer will be required to maintain a fidelity
bond and errors and omissions policy for its officers and employees and other
persons acting on behalf of the master servicer or servicer in connection with
its activities under the pooling and servicing agreement.

     A servicer, the master servicer or the Certificate Administrator may have
other business relationships with the company, any mortgage collateral seller or
their affiliates.

EVENTS OF DEFAULT

     Events of default under the pooling and servicing agreement for a series of
certificates will include:

     o    any failure by the servicer, if the servicer is a party to the pooling
          and servicing agreement, or master servicer to make a required deposit
          to the Certificate Account or, if the master servicer or servicer is
          the paying agent, to distribute to the holders of any class of
          certificates of that series any required payment which continues
          unremedied for five days after the giving of written notice of the
          failure to the master servicer or servicer by the trustee or the
          depositor, or to the master servicer or servicer, the depositor and
          the trustee by the holders of certificates of such class evidencing
          not less than 25% of the aggregate percentage interests constituting
          that class;

     o    any failure by the master servicer or servicer or Certificate
          Administrator, as applicable, duly to observe or perform in any
          material respect any other of its covenants or agreements in the
          pooling and servicing agreement with respect to that series of
          certificates which continues unremedied for 30 days, or 15 days in the
          case of a failure to pay the premium for any insurance policy which is
          required to be maintained under the pooling and servicing agreement,
          after the giving of written


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          notice of the failure to the master servicer or servicer or
          Certificate Administrator, as applicable, by the trustee or the
          depositor, or to the master servicer or servicer, the Certificate
          Administrator, the depositor and the trustee by the holders of any
          class of certificates of that series evidencing not less than 25%, or
          33% in the case of a trust including mortgage securities, of the
          aggregate percentage interests constituting that class; and

     o    some events of insolvency, readjustment of debt, marshalling of assets
          and liabilities or similar proceedings regarding the master servicer
          or servicer or the Certificate Administrator and certain actions by
          the master servicer or servicer or the Certificate Administrator
          indicating its insolvency or inability to pay its obligations.

     A default under the terms of any mortgage securities included in any trust
will not constitute an event of default under the related pooling and servicing
agreement.

RIGHTS UPON EVENT OF DEFAULT

     So long as an event of default remains unremedied, either the depositor or
the trustee may, and, at the direction of the holders of certificates evidencing
not less than 66% of the aggregate voting rights in the related trust, except as
otherwise provided for in the related pooling and servicing agreement with
respect to the credit enhancer, the trustee shall, by written notification to
the master servicer or servicer or the Certificate Administrator, as applicable,
and to the depositor or the trustee, terminate all of the rights and obligations
of the master servicer or servicer or the Certificate Administrator under the
pooling and servicing agreement, other than any rights of the master servicer or
servicer or the Certificate Administrator as certificateholder, covering the
trust and in and to the mortgage collateral and the proceeds thereof, whereupon
the trustee or, upon notice to the depositor and with the depositor's consent,
its designee will succeed to all responsibilities, duties and liabilities of the
master servicer or servicer or the Certificate Administrator under the pooling
and servicing agreement, other than the obligation to purchase mortgage loans
under some circumstances, and will be entitled to similar compensation
arrangements. If the trustee would be obligated to succeed the master servicer
or servicer but is unwilling so to act, it may appoint or if it is unable so to
act, it shall appoint or petition a court of competent jurisdiction for the
appointment of, a Federal Home Loan Mortgage Corporation, known as Freddie Mac,
or the Federal National Mortgage Association, known as Fannie Mae, approved
mortgage servicing institution with a net worth of at least $10,000,000 to act
as successor to the master servicer or servicer under the pooling and servicing
agreement, unless otherwise described in the pooling and servicing agreement.
Pending appointment, the trustee is obligated to act in that capacity. The
trustee and such successor may agree upon the servicing compensation to be paid,
which in no event may be greater than the compensation to the initial master
servicer or servicer or the Certificate Administrator under the pooling and
servicing agreement. The master servicer or servicer is required to reimburse
the trustee for all reasonable expenses incurred or made by the trustee in
accordance with any of the provisions of the pooling and servicing agreement,
except any such expense as may arise from the trustee's negligence or bad faith.

     No certificateholder will have any right under a pooling and servicing
agreement to institute any proceeding with respect to the pooling and servicing
agreement, except as otherwise


                                       69



provided for in the related pooling and servicing agreement with respect to the
credit enhancer, unless the holder previously has given to the trustee written
notice of default and the continuance thereof and unless the holders of
certificates of any class evidencing not less than 25% of the aggregate
percentage interests constituting that class have made written request upon the
trustee to institute the proceeding in its own name as trustee thereunder and
have offered to the trustee reasonable indemnity and the trustee for 60 days
after receipt of the request and indemnity has neglected or refused to institute
any proceeding. However, the trustee will be under no obligation to exercise any
of the trusts or powers vested in it by the pooling and servicing agreement or
to institute, conduct or defend any litigation thereunder or in relation thereto
at the request, order or direction of any of the holders of certificates covered
by the pooling and servicing agreement, unless the certificateholders have
offered to the trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.

AMENDMENT

     Each pooling and servicing agreement may be amended by the depositor, the
master servicer, the Certificate Administrator or any servicer, as applicable,
and the trustee, without the consent of the related certificateholders:

     o    to cure any ambiguity;

     o    to correct or supplement any provision therein which may be
          inconsistent with any other provision therein or to correct any error;

     o    to change the timing and/or nature of deposits in the Custodial
          Account or the Certificate Account or to change the name in which the
          Custodial Account is maintained, except that (a) deposits to the
          Certificate Account may not occur later than the related distribution
          date, (b) the change may not adversely affect in any material respect
          the interests of any certificateholder, as evidenced by an opinion of
          counsel, and (c) the change may not adversely affect the then-current
          rating of any rated classes of certificates, as evidenced by a letter
          from each applicable rating agency;

     o    if an election to treat the related trust as a "real estate mortgage
          investment conduit," or REMIC, has been made, to modify, eliminate or
          add to any of its provisions (a) to the extent necessary to maintain
          the qualification of the trust as a REMIC or to avoid or minimize the
          risk of imposition of any tax on the related trust, provided that the
          trustee has received an opinion of counsel to the effect that (1) the
          action is necessary or desirable to maintain qualification or to avoid
          or minimize that risk, and (2) the action will not adversely affect in
          any material respect the interests of any related certificateholder,
          or (b) to modify the provisions regarding the transferability of the
          REMIC residual certificates, provided that the depositor has
          determined that the change would not adversely affect the applicable
          ratings of any classes of the certificates, as evidenced by a letter
          from each applicable rating agency, and that any such amendment will
          not give rise to any tax with respect to the transfer of the REMIC
          residual certificates to a non-permitted transferee;


                                       70



     o    to make any other provisions with respect to matters or questions
          arising under the pooling and servicing agreement which are not
          materially inconsistent with its provisions, so long as the action
          will not adversely affect in any material respect the interests of any
          certificateholder; or

     o    to amend any provision that is not material to holders of any class of
          related certificates.

     The pooling and servicing agreement may also be amended by the depositor,
the master servicer or servicer, Certificate Administrator or servicer, as
applicable, and the trustee, except as otherwise provided for in the related
pooling and servicing agreement with respect to the credit enhancer, with the
consent of the holders of certificates of each class affected thereby
evidencing, in each case, not less than 66% of the aggregate percentage
interests constituting that class for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the pooling and
servicing agreement or of modifying in any manner the rights of the related
certificateholders, except that no such amendment may (i) reduce in any manner
the amount of, or delay the timing of, payments received on mortgage collateral
which are required to be distributed on a certificate of any class without the
consent of the holder of the certificate or (ii) reduce the percentage of
certificates of any class the holders of which are required to consent to any
such amendment unless the holders of all certificates of that class have
consented to the change in the percentage.

     Notwithstanding the foregoing, if a REMIC election has been made with
respect to the related trust, the trustee will not be entitled to consent to any
amendment to a pooling and servicing agreement without having first received an
opinion of counsel to the effect that the amendment or the exercise of any power
granted to the master servicer or servicer, the Certificate Administrator,
servicer, the depositor or the trustee in accordance with the amendment will not
result in the imposition of a tax on the related trust or cause the trust to
fail to qualify as a REMIC.

TERMINATION; RETIREMENT OF CERTIFICATES

     The primary obligations created by the pooling and servicing agreement for
each series of certificates will terminate upon the payment to the related
certificateholders of all amounts held in the Certificate Account or by the
entity specified in the related prospectus supplement and required to be paid to
the certificateholders following the earlier of

     o    the final payment or other liquidation or disposition, or any Advance
          with respect thereto, of the last item of mortgage collateral subject
          thereto and all property acquired upon foreclosure or deed in lieu of
          foreclosure of any mortgage loan and

     o    the purchase by entity specified in the related prospectus supplement
          from the trust for such series of all remaining mortgage collateral
          and all property acquired from the mortgage collateral.


                                       71



     Any option to purchase described in the second item above will be limited
to cases in which the aggregate Stated Principal Balance of the remaining
mortgage loans is less than or equal to the percentage specified in the
accompanying prospectus supplement of the initial aggregate Stated Principal
Balance of the mortgage loans or such other time as may be specified in the
accompanying prospectus supplement. If the holder of a class of certificates may
terminate the trust and cause the outstanding certificates to be redeemed when
25% or more of the initial principal balance of the certificates is still
outstanding, the term "callable" will be included in the title of the related
certificates. In addition to the foregoing, entity specified in the related
prospectus supplement may have the option to purchase, in whole but not in part,
the certificates specified in the accompanying prospectus supplement in the
manner described in the accompanying prospectus supplement. Following the
purchase of such certificates, the master servicer or the servicer will effect a
retirement of the certificates and the termination of the trust. Written notice
of termination of the pooling and servicing agreement will be given 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
trustee which will be specified in the notice of termination.

     Any purchase described in the preceding paragraph of mortgage collateral
and property acquired relating to the mortgage collateral evidenced by a series
of certificates shall be made at the option of entity specified in the related
prospectus supplement at the price specified in the accompanying prospectus
supplement. Such entity, if not the Affiliated Intermediary Seller or an
affiliate, shall be deemed to represent that one of the following will be true
and correct: (i) the exercise of such option shall not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code
or (ii) such entity is (A) not a party in interest with respect to any ERISA
plan (other than a plan sponsored or maintained by the entity; provided that no
assets of such plan are invested or deemed to be invested in the certificates)
and (B) not a "benefit plan investor," as defined in the U.S. Department of
Labor regulations at 29 C.F.R. section 2510.3-101(f). The exercise of that right
will effect early retirement of the certificates of that series, but the right
of any entity to purchase the mortgage collateral and related property will be
in accordance with the criteria, and will be at the price, described in the
accompanying prospectus supplement. Early termination in this manner may
adversely affect the yield to holders of some classes of the certificates. If a
REMIC election has been made, the termination of the related trust will be
effected in a manner consistent with applicable federal income tax regulations
and its status as a REMIC.

     In addition to the optional repurchase of the property in the related
trust, if stated in the accompanying prospectus supplement, a holder of the Call
Class will have the right, solely at its discretion, to terminate the related
trust and thereby effect early retirement of the certificates of the series, on
any distribution date after the 12th distribution date following the date of
initial issuance of the related series of certificates and until the date when
the optional termination rights of entity specified in the related prospectus
supplement become exercisable. The Call Class will not be offered under the
prospectus supplement. Any such call will be of the entire trust at one time;
multiple calls with respect to any series of certificates will not be permitted.
In the case of a call, the holders of the certificates will be paid a price
equal to the Call Price. To exercise the call, the Call certificateholder must
remit to the related trustee for distribution to the certificateholders, funds
equal to the Call Price. If those funds are not deposited with the related
trustee, the certificates of that series will remain outstanding. In addition,
in the case of a trust


                                       72



for which a REMIC election or elections have been made, this termination will be
effected in a manner consistent with applicable Federal income tax regulations
and its status as a REMIC. In connection with a call by the holder of a Call
Certificate, the final payment to the certificateholders will be made upon
surrender of the related certificates to the trustee. Once the certificates have
been surrendered and paid in full, there will not be any further liability to
certificateholders.

THE TRUSTEE

     The trustee under each pooling and servicing agreement will be named in the
accompanying prospectus supplement. The commercial bank or trust company serving
as trustee may have normal banking relationships with the depositor and/or its
affiliates, including Carrington Securities, LP.

     The trustee may resign at any time, in which event the depositor will be
obligated to appoint a successor trustee. The depositor may also remove the
trustee if the trustee ceases to be eligible to continue as trustee under the
pooling and servicing agreement or if the trustee becomes insolvent. Upon
becoming aware of those circumstances, the depositor will be obligated to
appoint a successor trustee. The trustee may also be removed at any time by the
holders of certificates evidencing not less than 66% of the aggregate voting
rights in the related trust. Any resignation or removal of the trustee and
appointment of a successor trustee will not become effective until acceptance of
the appointment by the successor trustee.

                              YIELD CONSIDERATIONS

     The yield to maturity of a certificate will depend on the price paid by the
holder for the certificate, the pass-through rate on any certificate entitled to
payments of interest, which pass-through rate may vary if stated in the
accompanying prospectus supplement, and the rate and timing of principal
payments, including prepayments, defaults, liquidations and repurchases, on the
mortgage collateral and the allocation thereof to reduce the principal balance
of the certificate or its notional amount, if applicable.

     In general, defaults on mortgage loans are expected to occur with greater
frequency in their early years. The rate of default on refinance, limited
documentation, stated documentation or no documentation mortgage loans, and on
mortgage loans with high LTV ratios or CLTV ratios, as applicable, may be higher
than for other types of mortgage loans. Likewise, the rate of default on
mortgage loans that have been originated pursuant to lower than traditional
underwriting standards may be higher than those originated under traditional
standards. A trust may include mortgage loans that are one month or more
delinquent at the time of offering of the related series of certificates. In
addition, the rate and timing of prepayments, defaults and liquidations on the
mortgage loans will be affected by the general economic condition of the region
of the country or the locality in which the related mortgaged properties are
located. The risk of delinquencies and loss is greater and prepayments are less
likely in regions where a weak or deteriorating economy exists, as may be
evidenced by, among other factors, increasing unemployment or falling property
values. The risk of loss may also be greater on mortgage loans with LTV ratios
or CLTV ratios greater than 80% and no primary insurance policies. In addition,
manufactured homes may decline in value even in areas where real estate values


                                       73



generally have not declined. The yield on any class of certificates and the
timing of principal payments on that class may also be affected by modifications
or actions that may be approved by the master servicer or servicer as described
in this prospectus under "Description of the Certificates--Servicing and
Administration of Mortgage Collateral," in connection with a mortgage loan that
is in default, or if a default is reasonably foreseeable.

     The risk of loss on Interest Only Loans may be greater than on loans that
require a borrower to pay principal and interest throughout the term of the loan
from origination. See "The Trusts--The Mortgage Loans--Interest Only Loans."

     To the extent that any document relating to a mortgage loan is not in the
possession of the trustee, the deficiency may make it difficult or impossible to
realize on the mortgaged property in the event of foreclosure, which will affect
the amount of Liquidation Proceeds received by the trustee. See "Description of
the Certificates--Assignment of Mortgage Loans."

     The amount of interest payments with respect to each item of mortgage
collateral distributed monthly to holders of a class of certificates entitled to
payments of interest will be calculated, or accrued in the case of deferred
interest or accrual certificates, on the basis of that class's specified
percentage of each payment of interest, or accrual in the case of accrual
certificates, and will be expressed as a fixed, adjustable or variable
pass-through rate payable on the outstanding principal balance or notional
amount of the certificate, or any combination of pass-through rates, calculated
as described in this prospectus and in the accompanying prospectus supplement
under "Description of the Certificates--Distributions." Holders of strip
certificates or a class of certificates having a pass-through rate that varies
based on the weighted average interest rate of the underlying mortgage
collateral will be affected by disproportionate prepayments and repurchases of
mortgage collateral having higher net interest rates or higher rates applicable
to the strip certificates, as applicable.

     The effective yield to maturity to each holder of certificates entitled to
payments of interest will be below that otherwise produced by the applicable
pass-through rate and purchase price of the certificate because, while interest
will accrue on each mortgage loan from the first day of each month, the
distribution of interest will be made on the 25th day or, if the 25th day is not
a business day, the next succeeding business day, of the month following the
month of accrual or, in the case of a trust including mortgage securities, such
other day that is specified in the accompanying prospectus supplement.

     A class of certificates may be entitled to payments of interest at a fixed,
variable or adjustable pass-through rate, or any combination of pass-through
rates, each as specified in the accompanying prospectus supplement. A variable
pass-through rate may be calculated based on the weighted average of the Net
Mortgage Rates, net of servicing fees and any uncertificated interest allocable
to interest in a trust asset, of the related mortgage collateral for the month
preceding the distribution date. An adjustable pass-through rate may be
calculated by reference to an index or otherwise.

     The aggregate payments of interest on a class of certificates, and the
yield to maturity thereon, will be affected by the rate of payment of principal
on the certificates, or the rate of reduction in the notional amount of
certificates entitled to payments of interest only, and, in the


                                       74



case of certificates evidencing interests in ARM loans, by changes in the Net
Mortgage Rates on the ARM loans. See "Maturity and Prepayment Considerations"
below. The yield on the certificates will also be affected by liquidations of
mortgage loans following mortgagor defaults, optional repurchases and by
purchases of mortgage collateral in the event of breaches of representations
made for the mortgage collateral by the depositor, the master servicer or
servicer and others, or conversions of ARM loans to a fixed interest rate. See
"The Trusts--Representations With Respect to Mortgage Collateral."

     In general, if a certificate is purchased at a premium over its face amount
and payments of principal on the related mortgage collateral occur at a rate
faster than anticipated at the time of purchase, the purchaser's actual yield to
maturity will be lower than that assumed at the time of purchase. On the other
hand, if a class of certificates is purchased at a discount from its face amount
and payments of principal on the related mortgage collateral occur at a rate
slower than anticipated at the time of purchase, the purchaser's actual yield to
maturity will be lower than assumed. The effect of Principal Prepayments,
liquidations and purchases on yield will be particularly significant in the case
of a class of certificates entitled to payments of interest only or
disproportionate payments of interest. In addition, the total return to
investors of certificates evidencing a right to distributions of interest at a
rate that is based on the weighted average Net Mortgage Rate of the mortgage
collateral from time to time will be adversely affected by Principal Prepayments
on mortgage collateral with mortgage rates higher than the weighted average
mortgage rate on the mortgage collateral. In general, mortgage loans with higher
mortgage rates prepay at a faster rate than mortgage loans with lower mortgage
rates. In some circumstances, rapid prepayments may result in the failure of the
holders to recoup their original investment. In addition, the yield to maturity
on other types of classes of certificates, including accrual certificates,
certificates with a pass-through rate that fluctuates inversely with or at a
multiple of an index or other classes in a series including more than one class
of certificates, may be relatively more sensitive to the rate of prepayment on
the related mortgage collateral than other classes of certificates.

     The timing of changes in the rate of principal payments on or repurchases
of the mortgage collateral may significantly affect an investor's actual yield
to maturity, even if the average rate of principal payments experienced over
time is consistent with an investor's expectation. In general, the earlier a
prepayment of principal on the mortgage collateral or a repurchase of mortgage
collateral, the greater will be the effect on an investor's yield to maturity.
As a result, the effect on an investor's yield of principal payments and
repurchases occurring at a rate higher or lower than the rate anticipated by the
investor during the period immediately following the issuance of a series of
certificates would not be fully offset by a subsequent like reduction or
increase in the rate of principal payments.

     When a full prepayment is made on a mortgage loan, the mortgagor is charged
interest on the principal balance of the mortgage loan so prepaid for the number
of days in the month actually elapsed up to the date of the prepayment.
Prepayments in full generally will reduce the amount of interest distributed in
the following month to holders of certificates entitled to distributions of
interest if the resulting Prepayment Interest Shortfall is not covered by
Compensating Interest. See "Description of the Certificates--Prepayment Interest
Shortfalls." A partial prepayment of principal is applied so as to reduce the
outstanding principal balance of the related mortgage loan as of the first day
of the month in which the partial prepayment is


                                       75



received. As a result, the effect of a partial prepayment on a mortgage loan
will be to reduce the amount of interest distributed to holders of certificates
in the month following the receipt of the partial prepayment by an amount equal
to one month's interest at the applicable pass-through rate or Net Mortgage
Rate, as the case may be, on the prepaid amount if such shortfall is not covered
by Compensating Interest. See "Description of the Certificates--Prepayment
Interest Shortfalls." Neither full or partial Principal Prepayments nor
Liquidation Proceeds will be distributed until the distribution date in the
month following receipt. See "Maturity and Prepayment Considerations."

     For some ARM loans, the mortgage rate at origination may be below the rate
that would result if the index and margin relating thereto were applied at
origination. Under the applicable underwriting standards, the mortgagor under
each mortgage loan usually will be qualified on the basis of the mortgage rate
in effect at origination. The repayment of any such mortgage loan may thus be
dependent on the ability of the mortgagor to make larger monthly payments
following the adjustment of the mortgage rate. In addition, the periodic
increase in the amount paid by the mortgagor of a Buy-Down Mortgage Loan during
or at the end of the applicable Buy-Down Period may create a greater financial
burden for the mortgagor, who might not have otherwise qualified for a mortgage
under the applicable underwriting guidelines, and may accordingly increase the
risk of default with respect to the related mortgage loan.

     For any junior mortgage loans, the inability of the mortgagor to pay off
the balance thereof may affect the ability of the mortgagor to obtain
refinancing of any related senior mortgage loan, thereby preventing a potential
improvement in the mortgagor's circumstances. Furthermore, if stated in the
accompanying prospectus supplement, under the applicable pooling and servicing
agreement the master servicer or servicer may be restricted or prohibited from
consenting to any refinancing of any related senior mortgage loan, which in turn
could adversely affect the mortgagor's circumstances or result in a prepayment
or default under the corresponding junior mortgage loan.

     The holder of a junior mortgage loan will be subject to a loss of its
mortgage if the holder of a senior mortgage is successful in foreclosure of its
mortgage and its claim, including any related foreclosure costs, is not paid in
full, since no junior liens or encumbrances survive such a foreclosure. Also,
due to the priority of the senior mortgage, the holder of a junior mortgage loan
may not be able to control the timing, method or procedure of any foreclosure
action relating to the mortgaged property. Investors should be aware that any
liquidation, insurance or condemnation proceeds received on any junior mortgage
loans will be available to satisfy the outstanding balance of such mortgage
loans only to the extent that the claims of the holders of the senior mortgages
have been satisfied in full, including any related foreclosure costs. For
mortgage loans secured by junior liens that have low junior mortgage ratios,
foreclosure costs may be substantial relative to the outstanding balance of the
mortgage loan, and therefore the amount of any Liquidation Proceeds available to
certificateholders may be smaller as a percentage of the outstanding balance of
the mortgage loan than would be the case in a typical pool of first lien
residential loans. In addition, the holder of a junior mortgage loan may only
foreclose on the property securing the related mortgage loan subject to any
senior mortgages, in which case the holder must either pay the entire amount due
on the senior mortgages to the senior mortgagees at or prior to the foreclosure
sale or undertake the obligation to make payments on the senior mortgages.


                                       76



     If stated in the accompanying prospectus supplement, a trust may contain
GPM Loans or Buy-Down Mortgage Loans that have monthly payments that increase
during the first few years following origination. Mortgagors generally will be
qualified for such loans on the basis of the initial monthly payment. To the
extent that the related mortgagor's income does not increase at the same rate as
the monthly payment, such a loan may be more likely to default than a mortgage
loan with level monthly payments.

     If credit enhancement for a series of certificates is provided by a letter
of credit, insurance policy or bond that is issued or guaranteed by an entity
that suffers financial difficulty, such credit enhancement may not provide the
level of support that was anticipated at the time an investor purchased its
certificate. In the event of a default under the terms of a letter of credit,
insurance policy or bond, any Realized Losses on the mortgage collateral not
covered by the credit enhancement will be applied to a series of certificates in
the manner described in the accompanying prospectus supplement and may reduce an
investor's anticipated yield to maturity.

     The accompanying prospectus supplement may describe other factors
concerning the mortgage collateral securing a series of certificates or the
structure of such series that will affect the yield on the certificates.

                     MATURITY AND PREPAYMENT CONSIDERATIONS

     As indicated above under "The Trusts," the original terms to maturity of
the mortgage collateral in a given trust will vary depending upon the type of
mortgage collateral included in the trust. The prospectus supplement for a
series of certificates will contain information with respect to the types and
maturities of the mortgage collateral in the related trust. The prepayment
experience, the timing and rate of repurchases and the timing and amount of
liquidations with respect to the related mortgage loans will affect the life and
yield of the related series of certificates.

     If the pooling and servicing agreement for a series of certificates
provides for a Funding Account or other means of funding the transfer of
additional mortgage loans to the related trust, as described under "Description
of the Certificates--Funding Account," and the trust is unable to acquire any
additional mortgage loans within any applicable time limit, the amounts set
aside for such purpose may be applied as principal distributions on one or more
classes of certificates of such series.

     Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. The prospectus supplement for each series of
certificates may describe one or more prepayment standard or model and may
contain tables setting forth the projected yields to maturity on each class of
certificates or the weighted average life of each class of certificates and the
percentage of the original principal amount of each class of certificates of
that series that would be outstanding on specified payment dates for the series
based on the assumptions stated in the accompanying prospectus supplement,
including assumptions that prepayments on the mortgage collateral are made at
rates corresponding to various percentages of the prepayment standard or model.
There is no assurance that prepayment of the mortgage loans underlying a series
of certificates will conform to any level of the prepayment standard or model
specified in the accompanying prospectus supplement.


                                       77



     The following is a list of factors that may affect prepayment experience:

     o    homeowner mobility;

     o    economic conditions;

     o    changes in mortgagors' housing needs;

     o    job transfers;

     o    unemployment;

     o    mortgagors' equity in the properties securing the mortgages;

     o    servicing decisions;

     o    enforceability of due-on-sale clauses;

     o    mortgage market interest rates;

     o    mortgage recording taxes;

     o    solicitations and the availability of mortgage funds; and

     o    the obtaining of secondary financing by the mortgagor.

     All statistics known to the depositor that have been compiled with respect
to prepayment experience on mortgage loans indicate that while some mortgage
loans may remain outstanding until their stated maturities, a substantial number
will be paid prior to their respective stated maturities. The rate of prepayment
with respect to conventional fixed-rate mortgage loans has fluctuated
significantly in recent years. In general, however, if prevailing interest rates
fall significantly below the mortgage rates on the mortgage loans underlying a
series of certificates, the prepayment rate of such mortgage loans is likely to
be higher than if prevailing rates remain at or above the rates borne by those
mortgage loans.

     Risk of prepayment on Interest Only Loans may be greater because borrowers
may decide to refinance before the expiration of the interest-only period. See
"The Trusts--The Mortgage Loans--Interest Only Loans."

     Typically, junior mortgage loans are not viewed by mortgagors as permanent
financing. Accordingly, junior mortgage loans may experience a higher rate of
prepayment than typical first lien mortgage loans.

     Unless otherwise specified in the accompanying prospectus supplement, all
mortgage loans, other than ARM loans, will contain due-on-sale provisions
permitting the mortgagee to


                                       78



accelerate the maturity of the mortgage loan upon sale or some transfers by the
mortgagor of the underlying mortgaged property. Unless the accompanying
prospectus supplement indicates otherwise, the master servicer or servicer will
enforce any due-on-sale clause to the extent it has knowledge of the conveyance
or proposed conveyance of the underlying mortgaged property and it is entitled
to do so under applicable law, provided, however, that the master servicer or
servicer will not take any action in relation to the enforcement of any
due-on-sale provision which would adversely affect or jeopardize coverage under
any applicable insurance policy.

     An ARM loan is assumable, in some circumstances, if the proposed transferee
of the related mortgaged property establishes its ability to repay the mortgage
loan and, in the reasonable judgment of the master servicer or servicer or the
related subservicer, the security for the ARM loan would not be impaired by the
assumption. The extent to which ARM loans are assumed by purchasers of the
mortgaged properties rather than prepaid by the related mortgagors in connection
with the sales of the mortgaged properties will affect the weighted average life
of the related series of certificates. See "Description of the
Certificates--Servicing and Administration of Mortgage Collateral--Enforcement
of 'Due-on-Sale' Clauses" and "Certain Legal Aspects of Mortgage Loans--The
Mortgage Loans--Enforceability of Certain Provisions" for a description of
provisions of each pooling and servicing agreement and legal developments that
may affect the prepayment rate of mortgage loans.

     In addition, some mortgage securities included in a mortgage pool may be
backed by underlying mortgage loans having differing interest rates.
Accordingly, the rate at which principal payments are received on the related
certificates will, to some extent, depend on the interest rates on the
underlying mortgage loans.

     Some types of mortgage collateral included in a trust may have
characteristics that make it more likely to default than collateral provided for
mortgage pass-through certificates from other mortgage purchase programs. The
depositor anticipates including in mortgage collateral pools "limited
documentation," "stated documentation" and "no documentation" mortgage loans and
mortgage loans that were made to international borrowers or that were originated
in accordance with lower underwriting standards and which may have been made to
mortgagors with imperfect credit histories and prior bankruptcies. Likewise, a
trust may include mortgage loans that are one month or more delinquent at the
time of offering of the related series of certificates or are secured by junior
liens on the related mortgaged property. Such mortgage collateral may be
susceptible to a greater risk of default and liquidation than might otherwise be
expected by investors in the related certificates.

     The mortgage loans may be prepaid by the mortgagors at any time without
payment of any prepayment fee or penalty, although a portion of the mortgage
loans provide for payment of a prepayment charge, which may have a substantial
effect on the rate of prepayment. Some states' laws restrict the imposition of
prepayment charges even when the mortgage loans expressly provide for the
collection of those charges. As a result, it is possible that prepayment charges
may not be collected even on mortgage loans that provide for the payment of
these charges.

     A servicer may allow the refinancing of a mortgage loan in any trust by
accepting prepayments thereon and permitting a new loan to the same borrower
secured by a mortgage on


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the same property, which may be originated by the servicer or the master
servicer or any of their respective affiliates or by an unrelated entity. In the
event of a refinancing, the new loan would not be included in the related trust
and, therefore, the refinancing would have the same effect as a prepayment in
full of the related mortgage loan. A servicer or the master servicer may, from
time to time, implement programs designed to encourage refinancing. These
programs may include, without limitation, modifications of existing loans,
general or targeted solicitations, the offering of preapproved applications,
reduced origination fees or closing costs, or other financial incentives.
Targeted solicitations may be based on a variety of factors, including the
credit of the borrower or the location of the mortgaged property. In addition,
servicers or the master servicer may encourage assumption of mortgage loans,
including defaulted mortgage loans, under which creditworthy borrowers assume
the outstanding indebtedness of the mortgage loans, which may be removed from
the related mortgage pool. As a result of these programs, with respect to the
mortgage pool underlying any trust (i) the rate of Principal Prepayments of the
mortgage loans in the mortgage pool may be higher than would otherwise be the
case, and (ii) in some cases, the average credit or collateral quality of the
mortgage loans remaining in the mortgage pool may decline.

     Although the mortgage rates on ARM loans will be subject to periodic
adjustments, the adjustments generally will:

     o    not increase or decrease the mortgage rates by more than a fixed
          percentage amount on each adjustment date;

     o    not increase the mortgage rates over a fixed percentage amount during
          the life of any ARM loan; and

     o    be based on an index, which may not rise and fall consistently with
          mortgage interest rates, plus the related Gross Margin, which may be
          different from margins being used for newly originated adjustable-rate
          mortgage loans.

     As a result, the mortgage rates on the ARM loans in a trust at any time may
not equal the prevailing rates for similar, newly originated adjustable-rate
mortgage loans. In some rate environments, the prevailing rates on fixed-rate
mortgage loans may be sufficiently low in relation to the then-current mortgage
rates on ARM loans that the rate of prepayment may increase as a result of
refinancings. There can be no certainty as to the rate of prepayments on the
mortgage collateral during any period or over the life of any series of
certificates.

     No assurance can be given that the value of the mortgaged property securing
a mortgage loan has remained or will remain at the level existing on the date of
origination. If the residential real estate market should experience an overall
decline in property values such that the outstanding balances of the mortgage
loans and any secondary financing on the mortgaged properties in a particular
mortgage pool become equal to or greater than the value of the mortgaged
properties, the actual rates of delinquencies, foreclosures and losses could be
higher than those now generally experienced in the mortgage lending industry.
See "Certain Legal Aspects of Mortgage Loans." In addition, even where values of
mortgaged properties generally remain constant, manufactured homes typically
depreciate in value.


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     To the extent that losses resulting from delinquencies, losses and
foreclosures or repossession of mortgaged property for mortgage loans included
in a trust for a series of certificates are not covered by the methods of credit
enhancement described in this prospectus under "Description of Credit
Enhancement" or in the accompanying prospectus supplement, the losses will be
borne by holders of the certificates of the related series. Even where credit
enhancement covers all Realized Losses resulting from delinquency and
foreclosure or repossession, the effect of foreclosures and repossessions may be
to increase prepayment experience on the mortgage collateral, thus reducing
average weighted life and affecting yield to maturity. See "Yield
Considerations."

     Under some circumstances, the master servicer or a servicer may have the
option to purchase the mortgage loans in a trust. See "The Pooling and Servicing
Agreement--Termination; Retirement of Certificates." Any purchase will shorten
the weighted average lives of the related certificates.

                     CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

     The following discussion contains summaries of some legal aspects of
mortgage loans that are general in nature. Because these legal aspects are
governed in part by state law, which laws may differ substantially from state to
state, the summaries do not purport to be complete, to reflect the laws of any
particular state or to encompass the laws of all states in which the mortgaged
properties may be situated. The summaries are qualified in their entirety by
reference to the applicable federal and state laws governing the mortgage loans.

THE MORTGAGE LOANS

General

     The mortgage loans will be secured by deeds of trust, mortgages or deeds to
secure debt depending upon the prevailing practice in the state in which the
related mortgaged property is located. In some states, a mortgage, deed of trust
or deed to secure debt creates a lien upon the related real property. In other
states, the mortgage, deed of trust or deed to secure debt conveys legal title
to the property to the mortgagee subject to a condition subsequent, for example,
the payment of the indebtedness secured thereby. These instruments are not prior
to the lien for real estate taxes and assessments and other charges imposed
under governmental police powers. Priority with respect to these instruments
depends on their terms and in some cases on the terms of separate subordination
or inter-creditor agreements, and generally on the order of recordation of the
mortgage deed of trust or deed to secure debt in the appropriate recording
office.

     There are two parties to a mortgage, the mortgagor, who is the borrower and
homeowner, and the mortgagee, who is the lender. Under the mortgage instrument,
the mortgagor delivers to the mortgagee a note or bond and the mortgage. In some
states, three parties may be involved in a mortgage financing when title to the
property is held by a land trustee under a land trust agreement of which the
borrower is the beneficiary; at origination of a mortgage loan, the land
trustee, as fee owner of the property, executes the mortgage and the borrower
executes a separate undertaking to make payments on the mortgage note. Although
a deed of trust is similar to a mortgage, a deed of trust has three parties: the
grantor, who is the borrower/homeowner; the


                                       81



beneficiary, who is the lender; and a third-party grantee called the trustee.
Under a deed of trust, the borrower grants the mortgaged property to the
trustee, irrevocably until satisfaction of the debt. A deed to secure debt
typically has two parties, under which the borrower, or grantor, conveys title
to the real property to the grantee, or lender, typically with a power of sale,
until the time when the debt is repaid. The trustee's authority under a deed of
trust and the mortgagee's or grantee's authority under a mortgage or a deed to
secure debt, as applicable, are governed by the law of the state in which the
real property is located, the express provisions of the deed of trust, mortgage
or deed to secure debt and, in some deed of trust transactions, the directions
of the beneficiary.

Foreclosure on Mortgage Loans

     Although a deed of trust or a deed to secure debt may also be foreclosed by
judicial action, foreclosure of a deed of trust or a deed to secure debt is
typically accomplished by a non-judicial sale under a specific provision in the
deed of trust or deed to secure debt which authorizes the trustee or grantee, as
applicable, to sell the property upon default by the borrower under the terms of
the note or deed of trust or deed to secure debt. In addition to any notice
requirements contained in a deed of trust or deed to secure debt, in some
states, the trustee or grantee, as applicable, must record a notice of default
and send a copy to the borrower and to any person who has recorded a request for
a copy of notice of default and notice of sale. In addition, in some states, the
trustee or grantee, as applicable, must provide notice to any other individual
having an interest of record in the real property, including any junior
lienholders. If the deed of trust or deed to secure debt is not reinstated
within a specified period, a notice of sale must be posted in a public place
and, in most states, published for a specific period of time in one or more
newspapers. In addition, some states' laws require that a copy of the notice of
sale be posted on the property and sent to all parties having an interest of
record in the real property.

     In some states, the borrower has the right to reinstate the loan at any
time following default until shortly before the trustee's sale. In most cases,
in those states, the borrower, or any other person having a junior encumbrance
on the real estate, may, during a reinstatement period, cure the default by
paying the entire amount in arrears plus the costs and expenses incurred in
enforcing the obligation.

     An action to foreclose a mortgage is an action to recover the mortgage debt
by enforcing the mortgagee's rights under the mortgage and in the mortgaged
property and compelling a sale of the mortgaged property to satisfy the debt. It
is regulated by statutes and rules, and in most cases a borrower is bound by the
terms of the mortgage note and the mortgage as made and cannot be relieved from
its own default. However, a court may exercise equitable powers to relieve a
borrower of a default and deny the mortgagee foreclosure. Under various
circumstances a court of equity may relieve the borrower from a non-monetary
default where that default was not willful or where a monetary default, such as
failure to pay real estate taxes, can be cured before completion of the
foreclosure and there is no substantial prejudice to the mortgagee.

     Foreclosure of a mortgage usually is accomplished by judicial action. In
most cases, the action is initiated by the service of legal pleadings upon all
parties having an interest of record in the real property. Delays in completion
of the foreclosure may result from difficulties in locating


                                       82



and serving necessary parties, including borrowers, such as international
borrowers, located outside the jurisdiction in which the mortgaged property is
located. Difficulties in foreclosing on mortgaged properties owned by
international borrowers may result in increased foreclosure costs, which may
reduce the amount of proceeds from the liquidation of the related mortgage loan
available to be distributed to the certificateholders of the related series. If
the mortgagee's right to foreclose is contested, the legal proceedings necessary
to resolve the issue can be time-consuming.

     In the case of foreclosure under a mortgage, a deed of trust or deed to
secure debt, the sale by the referee or other designated officer or by the
trustee or grantee, as applicable, is a public sale. However, because of the
difficulty a potential buyer at the sale may have in determining the exact
status of title and because the physical condition of the property may have
deteriorated during the foreclosure proceedings, it is uncommon for a third
party to purchase the property at a foreclosure sale. Rather, it is common for
the lender to purchase the property from the trustee or grantee, as applicable,
or referee for a credit bid less than or equal to the unpaid principal balance
of the loan, accrued and unpaid interest and the expense of foreclosure, in
which case the mortgagor's debt will be extinguished unless the lender purchases
the property for a lesser amount and preserves its right against a borrower to
seek a deficiency judgment and the remedy is available under state law and the
related loan documents. In the same states, there is a statutory minimum
purchase price which the lender may offer for the property and generally, state
law controls the amount of foreclosure costs and expenses, including attorneys'
fees, which may be recovered by a lender. Thereafter, subject to the right of
the borrower in some states to remain in possession during the redemption
period, the lender will assume the burdens of ownership, including obtaining
hazard insurance, paying taxes and making repairs at its own expense that are
necessary to render the property suitable for sale. In most cases, the lender
will obtain the services of a real estate broker and pay the broker's commission
in connection with the sale of the property. Depending upon market conditions,
the ultimate proceeds of the sale of the property may not equal the lender's
investment in the property and, in some states, the lender may be entitled to a
deficiency judgment. In some cases, a deficiency judgment may be pursued in lieu
of foreclosure. Any loss may be reduced by the receipt of any mortgage insurance
proceeds or other forms of credit enhancement for a series of certificates. See
"Description of Credit Enhancement."

Foreclosure on Junior Mortgage Loans

     If a senior mortgage goes into default, the junior mortgagee is at risk of
losing its lien on the mortgaged property by a foreclosure of the senior lien.
To protect against this loss the junior mortgagee must either pay the entire
amount due on the senior mortgages to the senior mortgagees prior to or at the
time of the foreclosure sale or undertake the obligation to make payments on the
senior mortgages if the mortgagor is in default thereunder, in either event
adding the amounts expended to the balance due on the junior loan. In addition,
if the foreclosure by a junior mortgagee triggers the enforcement of a
"due-on-sale" clause in a senior mortgage, the junior mortgagee may be required
to pay the full amount of the senior mortgages to the senior mortgagees, to
avoid a default with respect thereto. Accordingly, if the junior lender
purchases the property, the lender's title will be subject to all senior liens
and claims and certain governmental liens. The same is true for any third-party
purchaser, thus reducing the value the junior mortgagee can realize at the
foreclosure sale. The proceeds received by the


                                       83



referee or trustee from the sale are applied first to the costs, fees and
expenses of sale and then in satisfaction of the indebtedness secured by the
mortgage or deed of trust that is being foreclosed. Any remaining proceeds are
typically payable to the holders of junior mortgages or deeds of trust and other
liens and claims in order of their priority, whether or not the borrower is in
default. Any additional proceeds are usually payable to the mortgagor or
trustor. The payment of the proceeds to the holders of junior mortgages may
occur in the foreclosure action of the senior mortgagee or may require the
institution of separate legal proceedings. See "Description of the
Certificates--Realization Upon Defaulted Mortgage Loans."

     In addition, if proceeds from a foreclosure or similar sale of the
mortgaged property are insufficient to satisfy all senior liens and the junior
loan in the aggregate, the trust as the holder of the junior lien and,
accordingly, holders of one or more classes of related securities bear (1) the
risk of delay in distributions while a deficiency judgment against the borrower
is obtained and (2) the risk of loss if the deficiency judgment is not realized
upon. Moreover, deficiency judgments may not be available in some jurisdictions.
In addition, liquidation expenses with respect to defaulted junior loans do not
vary directly with the outstanding principal balance of the loans at the time of
default. Therefore, assuming that the master servicer or servicer took the same
steps in realizing upon a defaulted junior loan having a small remaining
principal balance as it would in the case of a defaulted junior loan having a
large remaining principal balance, the amount realized after expenses of
liquidation would be smaller as a percentage of the outstanding principal
balance of the small junior loan than would be the case with the defaulted
junior loan having a large remaining principal balance.

     The purposes of a foreclosure action are to enable the mortgagee to realize
on its security and to bar the borrower, and all persons who have an interest in
the property which is subordinate to the foreclosing mortgagee, from their
"equity of redemption." The doctrine of equity of redemption provides that,
until the property covered by a mortgage has been sold in accordance with a
properly conducted foreclosure and foreclosure sale, those having an interest
which is subordinate to that of the foreclosing mortgagee have an equity of
redemption and may redeem the property by paying the entire debt with interest.
In addition, in some states, when a foreclosure action has been commenced, the
redeeming party must pay various costs of that action. Those having an equity of
redemption must be made parties and duly summoned to the foreclosure action in
order for their equity of redemption to be barred.

Rights of Redemption

     In some states, after sale pursuant to a deed of trust, or a deed to secure
debt or foreclosure of a mortgage, the borrower and foreclosed junior lienors or
other parties are given a statutory period, typically ranging from six months to
two years, in which to redeem the property from the foreclosure sale. In some
states, redemption may occur only upon payment of the entire principal balance
of the loan, accrued interest and expenses of foreclosure. In other states,
redemption may be authorized if the former borrower pays only a portion of the
sums due. In some states, the right to redeem is an equitable right. The equity
of redemption, which is a non-statutory right, should be distinguished from
statutory rights of redemption. The effect of a statutory right of redemption is
to diminish the ability of the lender to sell the foreclosed property. The
rights of redemption would defeat the title of any purchaser subsequent to
foreclosure or sale under a deed of trust or a deed to secure debt.
Consequently, the practical


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effect of the redemption right is to force the lender to maintain the property
and pay the expenses of ownership until the redemption period has expired.

Anti-Deficiency Legislation and Other Limitations on Lenders

     Some states have imposed statutory prohibitions which limit the remedies of
a beneficiary under a deed of trust, a mortgagee under a mortgage or a grantee
under a deed to secure debt. In some states, including California, statutes
limit the right of the beneficiary, mortgagee or grantee to obtain a deficiency
judgment against the borrower following foreclosure. A deficiency judgment is a
personal judgment against the former borrower equal in most cases to the
difference between the net amount realized upon the public sale of the real
property and the amount due to the lender. In the case of a mortgage loan
secured by a property owned by a trust where the mortgage note is executed on
behalf of the trust, a deficiency judgment against the trust following
foreclosure or sale under a deed of trust or deed to secure debt, even if
obtainable under applicable law, may be of little value to the beneficiary,
grantee or mortgagee if there are no assets against which the deficiency
judgment may be executed. Some state statutes require the beneficiary, grantee
or mortgagee to exhaust the security afforded under a deed of trust, deed to
secure debt or mortgage by foreclosure in an attempt to satisfy the full debt
before bringing a personal action against the borrower.

     In other states, the lender has the option of bringing a personal action
against the borrower on the debt without first exhausting the security; however,
in some of these states, the lender, following judgment on the personal action,
may be deemed to have elected a remedy and may be precluded from exercising
remedies with respect to the security. Consequently, the practical effect of the
election requirement, in those states permitting this election, is that lenders
will usually proceed against the security first rather than bringing a personal
action against the borrower. Finally, in some states, statutory provisions limit
any deficiency judgment against the borrower following a foreclosure to the
excess of the outstanding debt over the fair value of the property at the time
of the public sale. The purpose of these statutes is generally to prevent a
beneficiary, grantee or mortgagee from obtaining a large deficiency judgment
against the borrower as a result of low or no bids at the judicial sale. Various
state laws also place a limitation on the mortgagee for late payment charges.

     In addition to laws limiting or prohibiting deficiency judgments, numerous
other federal and state statutory provisions, including the federal bankruptcy
laws and state laws affording relief to debtors, may interfere with or affect
the ability of the secured mortgage lender to realize upon its collateral and/or
enforce a deficiency judgment. For example, under the federal bankruptcy law,
all actions by the secured mortgage lender against the debtor, the debtor's
property and any co-debtor are automatically stayed upon the filing of a
bankruptcy petition. Moreover, a court having federal bankruptcy jurisdiction
may permit a debtor through its Chapter 11 or Chapter 13 rehabilitative plan to
cure a monetary default relating to a mortgage loan on the debtor's residence by
paying arrearages within a reasonable time period and reinstating the original
mortgage loan payment schedule, even though the lender accelerated the mortgage
loan and final judgment of foreclosure had been entered in state court. Some
courts with federal bankruptcy jurisdiction have approved plans, based on the
particular facts of the reorganization case, that effected the curing of a
mortgage loan default by paying arrearages over a number of years.


                                       85



     Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan secured by property of the debtor, which is secured by
additional collateral in addition to the related mortgaged property, may be
modified. These courts have allowed modifications that include reducing the
amount of each monthly payment, changing the rate of interest and altering the
repayment schedule. In general, except as provided below with respect to junior
liens, the terms of a mortgage loan secured only by a mortgage on a real
property that is the debtor's principal residence may not be modified under a
plan confirmed under Chapter 13, as opposed to Chapter 11, except with respect
to mortgage payment arrearages, which may be cured within a reasonable time
period.

     The United States Supreme Court has held that so long as a mortgage loan is
fully or partially secured by the related mortgaged property, the amount of the
mortgage loan secured by the related mortgaged property may not be reduced, or
"crammed down," in connection with a bankruptcy petition filed by the mortgagor.
However, United States Circuit Court of Appeals decisions have held that in the
event of a Chapter 13 bankruptcy filing by a mortgagor, in the event the value
of the related mortgaged property at the time of the filing is less than the
amount of debt secured by any first lien, the portion of any junior lien that is
unsecured may be "crammed down" in the bankruptcy court and discharged. As a
result, in the event of a decline in the value of a mortgaged property, the
amount of any junior liens may be reduced by a bankruptcy judge in a Chapter 13
filing, without any liquidation of the related mortgaged property. Any such
reduction would be treated as a Bankruptcy Loss.

     Certain tax liens arising under the Internal Revenue Code may, in some
circumstances, have priority over the lien of a mortgage, deed to secure debt or
deed of trust. This may have the effect of delaying or interfering with the
enforcement of rights with respect to a defaulted mortgage loan.

     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, as implemented by Regulation Z, Real Estate Settlement
Procedures Act, as implemented by Regulation X, Equal Credit Opportunity Act, as
implemented by Regulation B, Fair Credit Billing Act, Fair Credit Reporting Act
and related statutes. These federal laws impose specific statutory liabilities
upon lenders who originate mortgage loans and who fail to comply with the
provisions of the law. In some cases, this liability may affect assignees of the
mortgage loans. In particular, an originator's failure to comply with certain
requirements of the federal Truth-in-Lending Act, as implemented by Regulation
Z, could subject both originators and assignees of such obligations to monetary
penalties and could result in the obligors' rescinding the mortgage loans
against either the originators or assignees.

Homeownership Act and Similar State Laws

     None of the mortgage loans will be subject to the Home Ownership and Equity
Protection Act of 1994, or Homeownership Act. However, in addition to the
Homeownership Act, a number of legislative proposals have been introduced at
both the federal and state level that are designed to discourage predatory
lending practices. Some states have enacted, and other states or local
governments may enact, laws that impose requirements and restrictions greater
than


                                       86



those in the Homeownership Act. These laws prohibit inclusion of some provisions
in mortgage loans that have interest rates or origination costs in excess of
prescribed levels, and require that borrowers be given certain disclosures prior
to the consummation of the mortgage loans. Purchasers or assignees of a mortgage
loan, including the related trust, could be exposed to all claims and defenses
that the mortgagor could assert against the originator of the mortgage loan for
a violation of state law. Claims and defenses available to the borrower could
include monetary penalties, rescission and defenses to a foreclosure action or
an action to collect.

     Except in the case of a Designated Seller Transaction or unless otherwise
specified in the accompanying prospectus supplement, the Affiliated Intermediary
Seller will represent and warrant that all of the mortgage loans in the mortgage
pool complied in all material respects with all applicable local, state and
federal laws at the time of origination. Although the Affiliated Intermediary
Seller will be obligated to repurchase any mortgage loan as to which a breach of
its representation and warranty has occurred if that breach is material and
adverse to the interests of the certificateholders, the repurchase price of
those mortgage loans could be less than the damages and/or equitable remedies
imposed pursuant to various state laws.

Enforceability of Certain Provisions

     Unless the prospectus supplement indicates otherwise, the mortgage loans
contain due-on-sale clauses. These clauses permit the lender to accelerate the
maturity of the loan if the borrower sells, transfers or conveys the property.
The enforceability of these clauses has been the subject of legislation or
litigation in many states, and in some cases the enforceability of these clauses
has been limited or denied. However, the Garn-St Germain Depository Institutions
Act of 1982, or Garn-St Germain Act, preempts state constitutional, statutory
and case law that prohibit the enforcement of due-on-sale clauses and permits
lenders to enforce these clauses in accordance with their terms, subject to
limited exceptions. The Garn-St Germain Act does "encourage" lenders to permit
assumption of loans at the original rate of interest or at some other rate less
than the average of the original rate and the market rate.

     The Garn-St Germain Act also sets forth nine specific instances in which a
mortgage lender covered by the Garn-St Germain Act may not exercise a
due-on-sale clause, regardless of the fact that a transfer of the property may
have occurred. These include intra-family transfers, certain transfers by
operation of law, leases of fewer than three years and the creation of a junior
encumbrance. Regulations promulgated under the Garn-St Germain Act also prohibit
the imposition of a prepayment penalty upon the acceleration of a loan under a
due-on-sale clause.

     The inability to enforce a due-on-sale clause may result in a mortgage loan
bearing an interest rate below the current market rate being assumed by a new
home buyer rather than being paid off, which may have an impact upon the average
life of the mortgage loans and the number of mortgage loans which may be
outstanding until maturity.

     Upon foreclosure, courts have imposed general equitable principles. These
equitable principles are designed to relieve the borrower from the legal effect
of its defaults under the loan documents. Examples of judicial remedies that
have been fashioned include judicial requirements that the lender undertake
affirmative and expensive actions to determine the causes for the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.


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In some cases, courts have required that lenders reinstate loans or recast
payment schedules in order to accommodate borrowers who are suffering from
temporary financial disability. In other cases, courts have limited the right of
the lender to foreclose if the default under the mortgage instrument is not
monetary, including the borrower failing to adequately maintain the property.
Finally, some courts have been faced with the issue of whether or not federal or
state constitutional provisions reflecting due process concerns for adequate
notice require that borrowers under deeds of trust, deeds to secure debt or
mortgages receive notices in addition to the statutorily prescribed minimum. For
the most part, these cases have upheld the notice provisions as being reasonable
or have found that the sale by a trustee under a deed of trust, or under a deed
to secure a debt or a mortgagee having a power of sale, does not involve
sufficient state action to afford constitutional protections to the borrower.

Applicability of Usury Laws

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, or Title V, provides that state usury limitations shall not apply
to some types of residential first mortgage loans originated by some lenders
after March 31, 1980. A similar federal statute was in effect with respect to
mortgage loans made during the first three months of 1980. The Office of Thrift
Supervision, or OTS, is authorized to issue rules and regulations and to publish
interpretations governing implementation of Title V. The statute authorized any
state to impose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision which expressly rejects application of the federal law.
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 or to limit discount points or other charges.

     Usury limits may apply to junior mortgage loans in many states. Any
applicable usury limits in effect at origination will be reflected in the
maximum mortgage rates on ARM loans, which will be described in the accompanying
prospectus supplement.

     Unless otherwise described in the accompanying prospectus supplement, the
Affiliated Intermediary Seller, the seller of the mortgage collateral, or
another specified party, will have represented that each mortgage loan was
originated in compliance with then applicable state laws, including usury laws,
in all material respects. However, the mortgage rates on the mortgage loans will
be subject to applicable usury laws as in effect from time to time.

Alternative Mortgage Instruments

     Alternative mortgage instruments, including adjustable-rate mortgage loans
and early ownership mortgage loans, originated by non-federally chartered
lenders, have historically been subjected to a variety of restrictions. These
restrictions differed from state to state, resulting in difficulties in
determining whether a particular alternative mortgage instrument originated by a
state-chartered lender was in compliance with applicable law. These difficulties
were alleviated substantially as a result of the enactment of Title VIII of the
Garn-St Germain Act, or Title VIII. Title VIII provides that, regardless of any
state law to the contrary:


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     o    state-chartered banks may originate alternative mortgage instruments
          in accordance with regulations promulgated by the Comptroller of the
          Currency with respect to the origination of alternative mortgage
          instruments by national banks,

     o    state-chartered credit unions may originate alternative mortgage
          instruments in accordance with regulations promulgated by the National
          Credit Union Administration with respect to origination of alternative
          mortgage instruments by federal credit unions and

     o    all other non-federally chartered housing creditors, including
          state-chartered savings and loan associations, state-chartered savings
          banks and mutual savings banks and mortgage banking companies, may
          originate alternative mortgage instruments in accordance with the
          regulations promulgated by the Federal Home Loan Bank Board,
          predecessor to the OTS, with respect to origination of alternative
          mortgage instruments by federal savings and loan associations.

     Title VIII also provides that any state may reject applicability of the
provisions of Title VIII by adopting, prior to October 15, 1985, a law or
constitutional provision expressly rejecting the applicability of these
provisions. Some states have taken this action.

Junior Mortgages; Rights of Senior Mortgagees

     The mortgage loans included in the trust may be junior to other mortgages,
deeds to secure debt or deeds of trust held by other lenders. Absent an
intercreditor agreement, the rights of the trust, and therefore the
certificateholders, as mortgagee under a junior mortgage, are subordinate to
those of the mortgagee under the senior mortgage, including the prior rights of
the senior mortgagee to receive hazard insurance and condemnation proceeds and
to cause the property securing the mortgage loan to be sold upon default of the
mortgagor. The sale of the mortgaged property may extinguish the junior
mortgagee's lien unless the junior mortgagee asserts its subordinate interest in
the property in foreclosure litigation and, in certain cases, either reinstates
or satisfies the defaulted senior loan or loans. A junior mortgagee may satisfy
a defaulted senior loan in full or, in some states, may cure the default and
bring the senior loan current thereby reinstating the senior loan, in either
event usually adding the amounts expended to the balance due on the junior loan.
In most states, absent a provision in the mortgage, deed to secure debt or deed
of trust, or an intercreditor agreement, no notice of default is required to be
given to a junior mortgagee. Where applicable law or the terms of the senior
mortgage, deed to secure debt or deed of trust do not require notice of default
to the junior mortgagee, the lack of any notice may prevent the junior mortgagee
from exercising any right to reinstate the loan which applicable law may
provide.

     The standard form of the mortgage, deed to secure debt or deed of trust
used by most institutional lenders confers on the mortgagee the right both to
receive all proceeds collected under any hazard insurance policy and all awards
made in connection with condemnation proceedings, and to apply the proceeds and
awards to any indebtedness secured by the mortgage, deed to secure debt or deed
of trust, in the order the mortgagee determines. Thus, if improvements on the
property are damaged or destroyed by fire or other casualty, or if the


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property is taken by condemnation, the mortgagee or beneficiary under underlying
senior mortgages will have the prior right to collect any insurance proceeds
payable under a hazard insurance policy and any award of damages in connection
with the condemnation and to apply the same to the indebtedness secured by the
senior mortgages. Proceeds in excess of the amount of senior mortgage
indebtedness, in most cases, may be applied to the indebtedness of junior
mortgages in the order of their priority.

     Another provision sometimes found in the form of the mortgage, deed to
secure debt or deed of trust used by institutional lenders obligates the
mortgagor to pay before delinquency all taxes and assessments on the property
and, when due, all encumbrances, charges and liens on the property which are
prior to the mortgage, deed to secure debt or deed of trust, to provide and
maintain fire insurance on the property, to maintain and repair the property and
not to commit or permit any waste thereof, and to appear in and defend any
action or proceeding purporting to affect the property or the rights of the
mortgagee under the mortgage or deed of trust. Upon a failure of the mortgagor
to perform any of these obligations, the mortgagee is given the right under
certain mortgages, deeds to secure debt or deeds of trust to perform the
obligation itself, at its election, with the mortgagor agreeing to reimburse the
mortgagee for any sums expended by the mortgagee on behalf of the mortgagor. All
sums so expended by a senior mortgagee become part of the indebtedness secured
by the senior mortgage. Also, since most senior mortgages require the related
mortgagor to make escrow deposits with the holder of the senior mortgage for all
real estate taxes and insurance premiums, many junior mortgagees will not
collect and retain the escrows and will rely upon the holder of the senior
mortgage to collect and disburse the escrows.

ENVIRONMENTAL LEGISLATION

     Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, or CERCLA, and under state law in some
states, a secured party that takes a deed-in-lieu of foreclosure, purchases a
mortgaged property at a foreclosure sale, or operates a mortgaged property may
become liable in some circumstances for the costs of cleaning up hazardous
substances regardless of whether they have contaminated the property. CERCLA
imposes strict, as well as joint and several, liability on several classes of
potentially responsible parties, including current owners and operators of the
property who did not cause or contribute to the contamination. Furthermore,
liability under CERCLA is not limited to the original or unamortized principal
balance of a loan or to the value of the property securing a loan. Lenders may
be held liable under CERCLA as owners or operators unless they qualify for the
secured creditor exemption to CERCLA. This exemption exempts from the definition
of owners and operators those who, without participating in the management of a
facility, hold indicia of ownership primarily to protect a security interest in
the facility.

     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996,
or Conservation Act amended, among other things, the provisions of CERCLA with
respect to lender liability and the secured creditor exemption. The Conservation
Act offers substantial protection to lenders by defining the activities in which
a lender can engage and still have the benefit of the secured creditor
exemption. For a lender to be deemed to have participated in the management of a
mortgaged property, the lender must actually participate in the operational
affairs of the mortgaged property. The Conservation Act provides that "merely
having the


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capacity to influence, or unexercised right to control" operations does not
constitute participation in management. A lender will lose the protection of the
secured creditor exemption only if it exercises decision-making control over the
mortgagor's environmental compliance and hazardous substance handling and
disposal practices, or assumes day-to-day management of substantially all
operational functions of the mortgaged property. The Conservation Act also
provides that a lender will continue to have the benefit of the secured creditor
exemption even if it forecloses on a mortgaged property, purchases it at a
foreclosure sale or accepts a deed-in-lieu of foreclosure provided that the
lender seeks to sell the mortgaged property at the earliest practicable
commercially reasonable time on commercially reasonable terms.

     Other federal and state laws in some circumstances may impose liability on
a secured party that takes a deed-in-lieu of foreclosure, purchases a mortgaged
property at a foreclosure sale, or operates a mortgaged property on which
contaminants other than CERCLA hazardous substances are present, including
petroleum, agricultural chemicals, hazardous wastes, asbestos, radon, and
lead-based paint. These cleanup costs may be substantial. It is possible that
the cleanup costs could become a liability of a trust and reduce the amounts
otherwise distributable to the holders of the related series of certificates.
Moreover, some federal statutes and some states by statute impose an
Environmental Lien. All subsequent liens on that property are usually
subordinated to an Environmental Lien and, in some states, even prior recorded
liens are subordinated to Environmental Liens. In the latter states, the
security interest of the trustee in a related parcel of real property that is
subject to an Environmental Lien could be adversely affected.

     Traditionally, many residential mortgage lenders have not taken steps to
evaluate whether contaminants are present 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. Neither the depositor nor any master
servicer or servicer will be required by any agreement to undertake any of these
evaluations prior to foreclosure or accepting a deed-in-lieu of foreclosure. The
depositor does not make any representations or warranties or assume any
liability with respect to the absence or effect of contaminants on any mortgaged
property or any casualty resulting from the presence or effect of contaminants.
However, the master servicer or servicer will not be obligated to foreclose on
any mortgaged property or accept a deed-in-lieu of foreclosure if it knows or
reasonably believes that there are material contaminated conditions on the
property. A failure so to foreclose may reduce the amounts otherwise available
to certificateholders of the related series.

     Except as otherwise specified in the applicable prospectus supplement, at
the time the mortgage loans were originated, no environmental assessment or a
very limited environment assessment of the mortgaged properties will have been
conducted.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Relief Act a borrower who enters military service
after the origination of the borrower's mortgage loan, including a borrower who
was in reserve status and is called to active duty after origination of the
mortgage loan, may not be charged interest, including fees and charges, in
excess


                                       91



of 6% per annum during the period of the borrower's active duty status. In
addition to adjusting interest, the lender must forgive any such interest in
excess of 6% per annum, unless a court or administrative agency of the United
States or of any State orders otherwise on application of the lender. The Relief
Act applies to borrowers who are members of the Air Force, Army, Marines, Navy,
National Guard, Reserves or Coast Guard, and officers of the U.S. Public Health
Service or the National Oceanic and Atmospheric Administration assigned to duty
with the military.

     Because the Relief Act applies to borrowers who enter military service,
including reservists who are called to active duty, after origination of the
related mortgage loan, no information can be provided as to the number of
mortgage loans that may be affected by the Relief Act. For mortgage loans
included in a trust, application of the Relief Act would adversely affect, for
an indeterminate period of time, the ability of the servicer or the master
servicer, as applicable, to collect full amounts of interest on the mortgage
collateral. Any shortfall in interest collections resulting from the application
of the Relief Act or similar legislation or regulations, which would not be
recoverable from the related mortgage loans, would result in a reduction of the
amounts distributable to the holders of the related certificates, and would not
be covered by Advances or any form of credit enhancement provided in connection
with the related series of certificates. In addition, the Relief Act imposes
limitations that would impair the ability of the servicer or the master
servicer, as applicable, to foreclose on an affected mortgage loan during the
mortgagor's period of active duty status, and, under some circumstances, during
an additional three month period thereafter. Thus, if the Relief Act or similar
legislation or regulations applies to any mortgage loan that goes into default,
there may be delays in payment and losses on the related certificates in
connection therewith. Any other interest shortfalls, deferrals or forgiveness of
payments on the mortgage loans resulting from similar legislation or regulations
may result in delays in payments or losses to certificateholders of the related
series.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Forms of notes and mortgages used by lenders may contain provisions that
obligate the borrower to pay a late charge or additional interest if payments
are not timely made, and in some circumstances, may prohibit prepayments for a
specified period and/or condition prepayments upon the borrower's payment of
prepayment fees or yield maintenance penalties if the obligation is paid prior
to maturity. In some states, there are or may be specific limitations upon the
late charges that a lender may collect from a borrower for delinquent payments.
Some states also limit the amounts that a lender may collect from a borrower as
an additional charge if the loan is prepaid. In addition, the enforceability of
provisions that provide for prepayment fees or penalties upon an involuntary
prepayment is unclear under the laws of many states. Most conventional
single-family mortgage loans may be prepaid in full or in part without penalty.
The regulations of the Federal Home Loan Bank Board, as succeeded by the OTS,
prohibit the imposition of a prepayment penalty or equivalent fee for or in
connection with the acceleration of a loan by exercise of a due-on-sale clause.
A mortgagee to whom a prepayment in full has been tendered may be compelled to
give either a release of the mortgage or an instrument assigning the existing
mortgage. The absence of a restraint on prepayment, particularly with respect to
mortgage loans having higher mortgage rates, may increase the likelihood of
refinancing or other early retirements of the mortgage loans.

     Some state laws restrict the imposition of prepayment charges even when the
loans expressly provide for the collection of those charges. The Alternative
Mortgage Transaction


                                       92



Parity Act of 1982, or the Parity Act, permits the collection of prepayment
charges in connection with some types of loans subject to the Parity Act, or
Parity Act loans, preempting any contrary state law prohibitions. However, some
states may not recognize the preemptive authority of the Parity Act or have
opted out of the Parity Act. Moreover, the OTS, the agency that administers the
application of the Parity Act to some types of mortgage lenders that are not
chartered under federal law, withdrew its favorable regulations and opinions
that previously authorized those lenders, notwithstanding contrary state law, to
charge prepayment charges and late fees on Parity Act loans in accordance with
OTS rules. The withdrawal is effective with respect to Parity Act loans
originated on or after July 1, 2003. The OTS's action does not affect Parity Act
loans originated before July 1, 2003. It is possible that prepayment charges may
not be collected even on loans that provide for the payment of these charges
unless otherwise specified in the accompanying prospectus supplement. The master
servicer or servicer or another entity identified in the accompanying prospectus
supplement will be entitled to all prepayment charges and late payment charges
received on the loans and these amounts will not be available for payment on the
certificates.

FORFEITURES IN DRUG AND RICO PROCEEDINGS

     Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations, or RICO, statute can be seized by the government if the
property was used in, or purchased with the proceeds of, those crimes. Under
procedures contained in the Comprehensive Crime Control Act of 1984, the
government may seize the property even before conviction. The government must
publish notice of the forfeiture proceeding and may give notice to all parties
"known to have an alleged interest in the property," including the holders of
mortgage loans.

     A lender may avoid forfeiture of its interest in the property if it
establishes that: (i) its mortgage was executed and recorded before commission
of the crime upon which the forfeiture is based, or (ii) the lender was, at the
time of execution of the mortgage, "reasonably without cause to believe" that
the property was used in, or purchased with the proceeds of, illegal drug or
RICO activities.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The following is a discussion of the material federal income tax
consequences of the purchase, ownership and disposition of the certificates. The
following discussion is based on the advice of Mayer, Brown, Rowe & Maw LLP or
Thacher Proffitt & Wood LLP as to the anticipated material federal income tax
consequences of the purchase, ownership and disposition of the certificates
offered hereunder. This discussion is directed solely to certificateholders that
hold the certificates as capital assets within the meaning of Section 1221 of
the Internal Revenue Code and does not purport to discuss all federal income tax
consequences that may be applicable to particular individual circumstances,
including banks, insurance companies, foreign investors, Tax-Exempt Investors,
dealers in securities or currencies, mutual funds, real estate investment
trusts, S corporations, estates and trusts, securityholders that hold the
securities as part of a hedge, straddle, integrated or conversion transaction,
or securityholders whose functional


                                       93



currency is not the United States dollar. Also, it does not address alternative
minimum tax consequences or the indirect effects on the holders of equity
interests in a securityholder.

     The following discussion addresses REMIC certificates representing
interests in a trust, or a portion thereof, which the master servicer or
servicer or Certificate Administrator, as applicable, will covenant to elect to
have treated as a REMIC under Sections 860A through 860G (the "REMIC
Provisions") of the Internal Revenue Code. The prospectus supplement for each
series of certificates will indicate whether a REMIC election or elections will
be made for the related trust and, if that election is to be made, will identify
all "regular interests" and "residual interests" in the REMIC. If a REMIC
election will not be made for a trust, the federal income consequences of the
purchase, ownership and disposition of the related certificates will be
described in the accompanying prospectus supplement. For purposes of this tax
discussion, references to a "certificateholder" or a "holder" are to the
beneficial owner of a certificate.

     If a REMIC election is not made upon the issuance of a particular series
because, for example, a structure is being used, whereby notes are being issued
by an owner trust, an opinion of counsel relating to the tax consequences of
that structure will be filed prior to the initial sale of the related
certificates. Furthermore, the tax discussion relating to that structure will be
provided in the prospectus supplement for that series.

     The following discussion is based in part upon the OID regulations and in
part upon the REMIC Provisions, including the Treasury regulations thereunder.
The OID regulations, which are effective with respect to debt instruments issued
on or after April 4, 1994, do not adequately address some issues relevant to,
and in some instances provide that they are not applicable to, securities
similar to the certificates.

     In addition, 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. An opinion of counsel is not binding on the
Internal Revenue Service or the courts, and 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 (i) 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 (ii) is
directly relevant to the determination of an entry on a tax return. This summary
and the opinions contained herein may not be able to be relied upon to avoid any
income tax penalties that may be imposed with respect to the Securities.
Accordingly, taxpayers are encouraged to consult their tax advisors and tax
return preparers regarding the preparation of any item on a tax return and the
application of United States federal income tax laws, as well as the laws of any
state, local or foreign taxing jurisdictions, to their particular situations,
even where the anticipated tax treatment has been discussed in this prospectus
or in a prospectus supplement. See "State and Other Tax Consequences."


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OPINIONS

     Upon the issuance of each series of REMIC Certificates, Mayer, Brown, Rowe
& Maw LLP or Thacher Proffitt & Wood LLP, counsel to the depositor, will provide
its opinion generally to the effect that, assuming (i) compliance with all
provisions of the related pooling and servicing agreement, (ii) certain
representations set forth in the related pooling and servicing agreement are
true, (iii) there is continued compliance with applicable provisions of the
Code, as it may be amended from time to time, and applicable Treasury
regulations issued thereunder and (iv) a REMIC election is made timely in the
required form, for federal income tax purposes, the related trust, or each
applicable group of assets held by the related trust, will qualify as a REMIC
and the offered REMIC Certificates will be considered to evidence ownership of
REMIC regular interests or REMIC residual interests in that REMIC within the
meaning of the REMIC Provisions.

     In addition, as to any securities offered pursuant hereto, Mayer, Brown,
Rowe & Maw LLP or Thacher Proffitt & Wood LLP is of the opinion that the
statements made in the following discussion, as supplemented by the discussion
under the heading "Federal Income Tax Consequences", if any, in the prospectus
supplement accompanying this prospectus with respect to those securities, to the
extent that they constitute matters of law or legal conclusions, are correct in
all material respects as of the date of such prospectus supplement.

     Mayer, Brown, Rowe & Maw LLP or Thacher Proffitt & Wood LLP has not been
asked to opine on any other federal income tax matter, and the balance of this
summary does not purport to set forth any opinion of counsel concerning any
other particular federal income tax matter. For example, the discussion under
"REMICs--Taxation of Owners of REMIC Residual Certificates--Excess Inclusions"
below is a general summary of federal income tax consequences relating to an
investment in a REMIC residual interest that has "excess inclusion income,"
which summary counsel opines is correct in all material respects as described
above; however, that summary does not set forth any opinion as to whether any
particular class of REMIC residual interests will be treated as having excess
inclusion income.

     Mayer, Brown, Rowe & Maw LLP or Thacher Proffitt & Wood LLP has not been
asked to, and do not, render any opinion regarding the state or local income tax
consequences of the purchase, ownership and disposition of a beneficial interest
in the certificates. See "--State and Local Tax Consequences."

REMICS

     Classification of REMICs

     Upon the issuance of each series of REMIC Certificates, Mayer, Brown, Rowe
& Maw LLP or Thacher Proffitt & Wood LLP, counsel to the depositor, will provide
its opinion generally to the effect that, assuming (i) compliance with all
provisions of the related pooling and servicing agreement, (ii) certain
representations set forth in the related pooling and servicing agreement are
true, (iii) there is continued compliance with applicable provisions of the
Code, as it may be amended from time to time, and applicable Treasury
regulations issued thereunder and (iv) a REMIC election is made timely in the
required form, for federal income tax purposes, the


                                       95



related trust, or each applicable group of assets held by the related trust,
will qualify as a REMIC and the offered REMIC Certificates will be considered to
evidence ownership of REMIC regular interests or REMIC residual interests in
that REMIC within the meaning of the REMIC Provisions.

     If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Internal Revenue Code for that status
during any taxable year, the Internal Revenue Code provides that the entity will
not be treated as a REMIC for that year and thereafter. In that event, the
entity may be taxable as a separate corporation under Treasury regulations, and
the related REMIC certificates may not be accorded the status or given the tax
treatment described in this prospectus under "Material Federal Income Tax
Consequences." Although the Internal Revenue Code authorizes the Treasury
Department to issue regulations providing relief in the event of an inadvertent
termination of REMIC status, no regulations have been issued. Any relief,
moreover, may be accompanied by sanctions, including the imposition of a
corporate tax on all or a portion of the trust's income for the period in which
the requirements for that status are not satisfied. The pooling and servicing
agreement or trust agreement with respect to each REMIC will include provisions
designed to maintain the trust's status as a REMIC under the REMIC Provisions.
It is not anticipated that the status of any trust as a REMIC will be
terminated.

Characterization of Investments in REMIC Certificates

     In general, the REMIC certificates will be "real estate assets" within the
meaning of Section 856(c)(4)(A) of the Internal Revenue Code and assets
described in Section 7701(a)(19)(C) of the Internal Revenue Code in the same
proportion that the assets of the REMIC underlying the certificates would be so
treated. Moreover, if 95% or more of the assets of the REMIC qualify for any of
the foregoing treatments at all times during a calendar year, the REMIC
certificates will qualify for the corresponding status in their entirety for
that calendar year. Interest, including original issue discount, on the REMIC
regular certificates and income allocated to the class of REMIC residual
certificates will be interest described in Section 856(c)(3)(B) of the Internal
Revenue Code to the extent that those certificates are treated as "real estate
assets" within the meaning of Section 856(c)(4)(A) of the Internal Revenue Code.
In addition, the REMIC regular certificates will be "qualified mortgages" within
the meaning of Section 860G(a)(3)(C) of the Internal Revenue Code if transferred
to another REMIC on its startup day in exchange for regular or residual
interests in that REMIC. The determination as to the percentage of the REMIC's
assets that constitute assets described in the foregoing sections of the
Internal Revenue Code will be made with respect to each calendar quarter based
on the average adjusted basis of each category of the assets held by the REMIC
during that calendar quarter. The master servicer or servicer or the Certificate
Administrator, as applicable, will report those determinations to
certificateholders in the manner and at the times required by applicable
Treasury regulations.

     The assets of the REMIC will include, in addition to mortgage collateral,
payments on mortgage collateral held pending distribution on the REMIC
certificates and property acquired by foreclosure held pending sale, and may
include amounts in reserve accounts. It is unclear whether property acquired by
foreclosure held pending sale and amounts in reserve accounts would be
considered to be part of the mortgage collateral, or whether those assets, to
the extent


                                       96



not invested in assets described in the foregoing sections, otherwise would
receive the same treatment as the mortgage collateral for purposes of all of the
foregoing sections. In addition, in some instances mortgage collateral may not
be treated entirely as assets described in the foregoing sections. If so, the
accompanying prospectus supplement will describe the mortgage collateral that
may not be so treated. The REMIC regulations do provide, however, that payments
on mortgage collateral held pending distribution are considered part of the
mortgage collateral for purposes of Section 856(c)(4)(A) of the Internal Revenue
Code.

Tiered REMIC Structures

     For some series of REMIC certificates, two or more separate elections may
be made to treat designated portions of the related trust as REMICs for federal
income tax purposes. Upon the issuance of this type of series of REMIC
certificates, Mayer, Brown, Rowe & Maw LLP or Thacher Proffitt & Wood LLP,
counsel to the depositor, will deliver their opinion to the effect that,
assuming compliance with all provisions of the related pooling and servicing
agreement or trust agreement, the Tiered REMICs will each qualify as a REMIC and
the REMIC certificates issued by the Tiered REMICs, respectively, will be
considered to evidence ownership of REMIC regular certificates or REMIC residual
certificates in the related REMIC within the meaning of the REMIC Provisions.

     Solely for purposes of determining whether the REMIC certificates will be
"real estate assets" within the meaning of Section 856(c)(4)(A) of the Internal
Revenue Code, and "loans secured by an interest in real property" under Section
7701(a)(19)(C) of the Internal Revenue Code, and whether the income on the
certificates is interest described in Section 856(c)(3)(B) of the Internal
Revenue Code, the Tiered REMICs will be treated as one REMIC.

Taxation of Owners of REMIC Regular Certificates

   General

     Except as otherwise stated in this discussion, REMIC regular certificates
will be treated for federal income tax purposes as debt instruments issued by
the REMIC and not as ownership interests in the REMIC or its assets. Moreover,
holders of REMIC regular certificates that otherwise report income under a cash
method of accounting will be required to report income with respect to REMIC
regular certificates under an accrual method.

   Original Issue Discount

     Some REMIC regular certificates may be issued with "original issue
discount" within the meaning of Section 1273(a) of the Internal Revenue Code.
Any holders of REMIC regular certificates issued with original issue discount
typically will be required to include original issue discount in income as it
accrues, in accordance with the method described below, in advance of the
receipt of the cash attributable to that income. In addition, Section 1272(a)(6)
of the Internal Revenue Code provides special rules applicable to REMIC regular
certificates and certain other debt instruments issued with original issue
discount. Regulations have not been issued under that section.


                                       97



     The Internal Revenue Code requires that a prepayment assumption be used
with respect to mortgage collateral held by a REMIC in computing the accrual of
original issue discount on REMIC regular certificates issued by that REMIC, and
that adjustments be made in the amount and rate of accrual of the discount to
reflect differences between the actual prepayment rate and the prepayment
assumption. The prepayment assumption is to be determined in a manner prescribed
in Treasury regulations; as noted above, those regulations have not been issued.
The conference committee report accompanying the Tax Reform Act of 1986
indicates that the regulations will provide that the prepayment assumption used
with respect to a REMIC regular certificate must be the same as that used in
pricing the initial offering of the REMIC regular certificate. The prepayment
assumption used by the master servicer or servicer or the Certificate
Administrator, as applicable, in reporting original issue discount for each
series of REMIC regular certificates will be consistent with this standard and
will be disclosed in the accompanying prospectus supplement. However, neither
the depositor, the master servicer or servicer nor the Certificate Administrator
will make any representation that the mortgage collateral will in fact prepay at
a rate conforming to the prepayment assumption or at any other rate.

     The original issue discount, if any, on a REMIC regular certificate will be
the excess of its stated redemption price at maturity over its issue price. The
issue price of a particular class of REMIC regular certificates will be the
first cash price at which a substantial amount of REMIC regular certificates of
that class is sold, excluding sales to bond houses, brokers and underwriters. If
less than a substantial amount of a particular class of REMIC regular
certificates is sold for cash on or prior to the date of their initial issuance,
or the closing date, the issue price for that class will be treated as the fair
market value of the class on the closing date. Under the OID regulations, the
stated redemption price of a REMIC regular certificate is equal to the total of
all payments to be made on that certificate other than "qualified stated
interest." Qualified stated interest includes interest that is unconditionally
payable at least annually at a single fixed-rate, or in the case of a variable
rate debt instrument, at a "qualified floating rate," an "objective rate," a
combination of a single fixed-rate and one or more "qualified floating rates" or
one "qualified inverse floating rate," or a combination of "qualified floating
rates" that generally does not operate in a manner that accelerates or defers
interest payments on a REMIC regular certificate.

     In the case of REMIC regular certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion of the original issue discount will vary according to
the characteristics of the REMIC regular certificates. If the original issue
discount rules apply to the certificates, the accompanying prospectus supplement
will describe the manner in which the rules will be applied by the master
servicer or servicer or the Certificate Administrator, as applicable, with
respect to those certificates in preparing information returns to the
certificateholders and the Internal Revenue Service, or IRS.

     Some classes of the REMIC regular certificates may provide for the first
interest payment with respect to their certificates to be made more than one
month after the date of issuance, a period which is longer than the subsequent
monthly intervals between interest payments. Assuming the "accrual period" (as
defined below) for original issue discount is each monthly period that begins or
ends on a distribution date, in some cases, as a consequence of this "long first
accrual period," some or all interest payments may be required to be included in
the stated


                                       98



redemption price of the REMIC regular certificate and accounted for as original
issue discount. Because interest on REMIC regular certificates must in any event
be accounted for under an accrual method, applying this analysis would result in
only a slight difference in the timing of the inclusion in income of the yield
on the REMIC regular certificates.

     In addition, if the accrued interest to be paid on the first distribution
date is computed with respect to a period that begins prior to the closing date,
a portion of the purchase price paid for a REMIC regular certificate will
reflect the accrued interest. In these cases, information returns to the
certificateholders and the IRS will be based on the position that the portion of
the purchase price paid for the interest accrued with respect to periods prior
to the closing date is treated as part of the overall cost of the REMIC regular
certificate, and not as a separate asset the cost of which is recovered entirely
out of interest received on the next distribution date, and that portion of the
interest paid on the first distribution date in excess of interest accrued for a
number of days corresponding to the number of days from the closing date to the
first distribution date should be included in the stated redemption price of the
REMIC regular certificate. However, the OID regulations state that all or some
portion of the accrued interest may be treated as a separate asset the cost of
which is recovered entirely out of interest paid on the first distribution date.
It is unclear how an election to do so would be made under the OID regulations
and whether that election could be made unilaterally by a certificateholder.

     Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC regular certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the REMIC
regular certificate multiplied by its weighted average life. For this purpose,
the weighted average life of the REMIC regular certificate is computed as the
sum of the amounts determined, as to each payment included in the stated
redemption price of the REMIC regular certificate, by multiplying (i) the number
of complete years, rounding down for partial years, from the issue date until
the payment is expected to be made, presumably taking into account the
prepayment assumption, by (ii) a fraction, the numerator of which is the amount
of the payment, and the denominator of which is the stated redemption price at
maturity of the REMIC regular certificate. Under the OID regulations, original
issue discount of only a de minimis amount, other than de minimis original issue
discount attributable to a so-called "teaser" interest rate or an initial
interest holiday, will be included in income as each payment of stated principal
is made, based on the product of the total remaining amount of the de minimis
original issue discount and a fraction, the numerator of which is the amount of
the principal payment, and the denominator of which is the outstanding stated
principal balance of the REMIC regular certificate. The OID regulations also
would permit a certificateholder to elect to accrue de minimis original issue
discount into income currently based on a constant yield method. See "--Market
Discount" below for a description of that election under the OID regulations.

     If original issue discount on a REMIC regular certificate is in excess of a
de minimis amount, the holder of the certificate must include in ordinary gross
income the sum of the "daily portions" of original issue discount for each day
during its taxable year on which it held the REMIC regular certificate,
including the purchase date but excluding the disposition date. In the case of
an original holder of a REMIC regular certificate, the daily portions of
original issue discount will be determined as follows.


                                       99



     As to each "accrual period," that is, unless otherwise stated in the
accompanying prospectus supplement, each period that begins or ends on a date
that corresponds to a distribution date and begins on the first day following
the immediately preceding accrual period, or in the case of the first accrual
period, begins on the closing date, a calculation will be made of the portion of
the original issue discount that accrued during that accrual period. The portion
of original issue discount that accrues in any accrual period will equal the
excess, if any, of (i) the sum of (A) the present value, as of the end of the
accrual period, of all of the distributions remaining to be made on the REMIC
regular certificate, if any, in future periods and (B) the distributions made on
the REMIC regular certificate during the accrual period of amounts included in
the stated redemption price, over (ii) the adjusted issue price of the REMIC
regular certificate at the beginning of the accrual period. The present value of
the remaining distributions referred to in the preceding sentence will be
calculated (1) assuming that distributions on the REMIC regular certificate will
be received in future periods based on the mortgage collateral being prepaid at
a rate equal to the prepayment assumption and (2) using a discount rate equal to
the original yield to maturity of the certificate. For these purposes, the
original yield to maturity of the certificate will be calculated based on its
issue price and assuming that distributions on the certificate will be made in
all accrual periods based on the mortgage collateral being prepaid at a rate
equal to the prepayment assumption. The adjusted issue price of a REMIC regular
certificate at the beginning of any accrual period will equal the issue price of
the certificate, increased by the aggregate amount of original issue discount
that accrued with respect to that certificate in prior accrual periods, and
reduced by the amount of any distributions made on that REMIC regular
certificate in prior accrual periods of amounts included in its stated
redemption price. The original issue discount accruing during any accrual
period, computed as described above, will be allocated ratably to each day
during the accrual period to determine the daily portion of original issue
discount for that day.

     The OID regulations suggest that original issue discount with respect to
securities that represent multiple uncertificated REMIC regular interests, in
which ownership interests will be issued simultaneously to the same buyer and
which may be required under the related pooling and servicing agreement to be
transferred together, should be computed on an aggregate method. In the absence
of further guidance from the IRS, original issue discount with respect to
securities that represent the ownership of multiple uncertificated REMIC regular
interests will be reported to the IRS and the certificateholders on an aggregate
method based on a single overall constant yield and the prepayment assumption
stated in the accompanying prospectus supplement, treating all uncertificated
regular interests as a single debt instrument as described in the OID
regulations, so long as the pooling and servicing agreement requires that the
uncertificated regular interests be transferred together.

     A subsequent purchaser of a REMIC regular certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to
accrued qualified stated interest, less than its remaining stated redemption
price will also be required to include in gross income the daily portions of any
original issue discount with respect to that certificate. However, each daily
portion will be reduced, if the cost is in excess of its "adjusted issue price,"
in proportion to the ratio that excess bears to the aggregate original issue
discount remaining to be accrued on the REMIC regular certificate. The adjusted
issue price of a REMIC regular certificate on any given day equals (i) the
adjusted issue price or, in the case of the first accrual period, the issue
price, of the certificate at the beginning of the accrual period which includes
that day, plus (ii) the daily


                                       100



portions of original issue discount for all days during the accrual period prior
to that day minus (iii) any principal payments made during the accrual period
prior to that day with respect to the certificate.

     Market Discount

     A certificateholder that purchases a REMIC regular certificate at a market
discount, that is, in the case of a REMIC regular certificate issued without
original issue discount, at a purchase price less than its remaining stated
principal balance, or in the case of a REMIC regular certificate issued with
original issue discount, at a purchase price less than its adjusted issue price
will recognize income upon receipt of each distribution representing stated
redemption price. In particular, under Section 1276 of the Internal Revenue Code
such a certificateholder generally will be required to allocate the portion of
each distribution representing stated redemption price first to accrued market
discount not previously included in income, and to recognize ordinary income to
that extent.

     A certificateholder may elect to include market discount in income
currently as it accrues rather than including it on a deferred basis in
accordance with the foregoing. If made, the election will apply to all market
discount bonds acquired by the certificateholder on or after the first day of
the first taxable year to which the election applies. In addition, the OID
regulations permit a certificateholder to elect to accrue all interest,
discount, including de minimis market or original issue discount, and premium in
income as interest, based on a constant yield method. If the election were made
with respect to a REMIC regular certificate with market discount, the
certificateholder would be deemed to have made an election to include currently
market discount in income with respect to all other debt instruments having
market discount that the certificateholder acquires during the taxable year of
the election or thereafter. Similarly, a certificateholder that made this
election for a certificate that is acquired at a premium would be deemed to have
made an election to amortize bond premium with respect to all debt instruments
having amortizable bond premium that the certificateholder owns or acquires. See
"--Premium" below. Each of these elections to accrue interest, discount and
premium with respect to a certificate on a constant yield method or as interest
may not be revoked without the consent of the IRS.

     However, market discount with respect to a REMIC regular certificate will
be considered to be de minimis for purposes of Section 1276 of the Internal
Revenue Code if the market discount is less than 0.25% of the remaining stated
redemption price of the REMIC regular certificate multiplied by the number of
complete years to maturity remaining after the date of its purchase. In
interpreting a similar rule with respect to original issue discount on
obligations payable in installments, the OID regulations refer to the weighted
average maturity of obligations, and it is likely that the same rule will be
applied with respect to market discount, presumably taking into account the
prepayment assumption. If market discount is treated as de minimis under this
rule, it appears that the actual discount would be treated in a manner similar
to original issue discount of a de minimis amount. See "--Original Issue
Discount." This treatment may result in discount being included in income at a
slower rate than discount would be required to be included in income using the
method described above.


                                       101



     Section 1276(b)(3) of the Internal Revenue Code specifically authorizes the
Treasury Department to issue regulations providing for the method for accruing
market discount on debt instruments, the principal of which is payable in more
than one installment. Until regulations are issued by the Treasury Department,
certain rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period market discount on REMIC regular
certificates should accrue, at the certificateholder's option:

     o    on the basis of a constant yield method,

     o    in the case of a REMIC regular certificate issued without original
          issue discount, in an amount that bears the same ratio to the total
          remaining market discount as the stated interest paid in the accrual
          period bears to the total amount of stated interest remaining to be
          paid on the REMIC regular certificate as of the beginning of the
          accrual period, or

     o    in the case of a REMIC regular certificate issued with original issue
          discount, in an amount that bears the same ratio to the total
          remaining market discount as the original issue discount accrued in
          the accrual period bears to the total original issue discount
          remaining on the REMIC regular certificate at the beginning of the
          accrual period.

     Moreover, the prepayment assumption used in calculating the accrual of
original issue discount is to be used in calculating the accrual of market
discount. Because the regulations referred to in this paragraph have not been
issued, it is not possible to predict what effect those regulations might have
on the tax treatment of a REMIC regular certificate purchased at a discount in
the secondary market.

     To the extent that REMIC regular certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a REMIC regular
certificate generally will be required to treat a portion of any gain on the
sale or exchange of that 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.

     In addition, under Section 1277 of the Internal Revenue Code, a holder of a
REMIC regular certificate may be required to defer a portion of its interest
deductions for the taxable year attributable to any indebtedness incurred or
continued to purchase or carry a REMIC regular certificate purchased with market
discount. For these purposes, the de minimis rule referred to above applies. Any
deferred interest expense would not exceed the market discount that accrues
during that taxable year and is, in general, allowed as a deduction not later
than the year in which the market discount is includible in income. If the
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by that holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.


                                       102



   Premium

     A REMIC regular certificate purchased at a cost, excluding any portion of
that cost attributable to accrued qualified stated interest, greater than its
remaining stated redemption price will be considered to be purchased at a
premium. The holder of a REMIC regular certificate may elect under Section 171
of the Internal Revenue Code to amortize that premium under the constant yield
method over the life of the certificate. If made, this election will apply to
all debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. Amortizable premium will be treated as an offset to
interest income on the related REMIC regular certificate, rather than as a
separate interest deduction. The OID regulations also permit certificateholders
to elect to include all interest, discount and premium in income based on a
constant yield method, further treating the certificateholder as having made the
election to amortize premium generally. See "--Market Discount." The conference
committee report states that the same rules that apply to accrual of market
discount, which rules will require use of a prepayment assumption in accruing
market discount with respect to REMIC regular certificates without regard to
whether those certificates have original issue discount, will also apply in
amortizing bond premium under Section 171 of the Internal Revenue Code. It is
possible that the use of an assumption that there will be no prepayments may be
required in calculating the amortization of premium.

   Realized Losses

     Under Section 166 of the Internal Revenue Code, both corporate holders of
the REMIC regular certificates and noncorporate holders of the REMIC regular
certificates that acquire those certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses sustained
during a taxable year in which their certificates become wholly or partially
worthless as the result of one or more Realized Losses on the mortgage
collateral. However, it appears that a noncorporate holder that does not acquire
a REMIC regular certificate in connection with a trade or business will not be
entitled to deduct a loss under Section 166 of the Internal Revenue Code until
the holder's certificate becomes wholly worthless--until its outstanding
principal balance has been reduced to zero--and that the loss will be
characterized as a short-term capital loss.

     Each holder of a REMIC regular certificate will be required to accrue
interest and original issue discount with respect to that certificate, without
giving effect to any reductions in distributions attributable to defaults or
delinquencies on the mortgage collateral or the underlying certificates until it
can be established that any reduction ultimately will not be recoverable. As a
result, the amount of taxable income reported in any period by the holder of a
REMIC regular certificate could exceed the amount of economic income actually
realized by the holder in that period. Although the holder of a REMIC regular
certificate eventually will recognize a loss or reduction in income attributable
to previously accrued and included income that, as the result of a Realized
Loss, ultimately will not be realized, the law is unclear with respect to the
timing and character of the loss or reduction in income.


                                       103



Taxation of Owners of REMIC Residual Certificates

   General

     As residual interests, the REMIC residual certificates will be subject to
tax rules that differ significantly from those that would apply if the REMIC
residual certificates were treated for federal income tax purposes as direct
ownership interests in the mortgage collateral or as debt instruments issued by
the REMIC.

     A holder of a REMIC residual certificate generally will be required to
report its daily portion of the taxable income or, in accordance with the
limitations noted in this discussion, the net loss of the REMIC for each day
during a calendar quarter that the holder owned the REMIC residual certificate.
For this purpose, the taxable income or net loss of the REMIC will be allocated
to each day in the calendar quarter ratably using a "30 days per month/90 days
per quarter/360 days per year" convention unless otherwise disclosed in the
accompanying prospectus supplement. The daily amounts will then be allocated
among the REMIC residual certificateholders in proportion to their respective
ownership interests on that day. Any amount included in the gross income or
allowed as a loss of any REMIC residual certificateholder by virtue of this
allocation will be treated as ordinary income or loss. The taxable income of the
REMIC will be determined under the rules described in this prospectus in
"--Taxable Income of the REMIC" and will be taxable to the REMIC residual
certificateholders without regard to the timing or amount of cash distributions
by the REMIC. Ordinary income derived from REMIC residual certificates will be
"portfolio income" for purposes of the taxation of taxpayers in accordance with
limitations under Section 469 of the Internal Revenue Code on the deductibility
of "passive losses."

     A holder of a REMIC residual certificate that purchased the certificate
from a prior holder of that certificate also will be required to report on its
federal income tax return amounts representing its daily portion of the taxable
income or net loss of the REMIC for each day that it holds the REMIC residual
certificate. These daily portions generally will equal the amounts of taxable
income or net loss determined as described above. The committee report indicates
that modifications of the general rules may be made, by regulations, legislation
or otherwise, to reduce, or increase, the income or loss of a REMIC residual
certificateholder that purchased the REMIC residual certificate from a prior
holder of such certificate at a price greater than, or less than, the adjusted
basis (as defined below) that REMIC residual certificate would have had in the
hands of an original holder of that certificate. The REMIC regulations, however,
do not provide for any such modifications.

     Any payments received by a holder of a REMIC residual certificate in
connection with the acquisition of that Certificate will be taken into account
in determining the income of that holder for federal income tax purposes. On May
11, 2004, the IRS issued final regulations that require such payment to be
included in income over time according to an amortization schedule that
reasonably reflects the costs and benefits of holding the REMIC residual
certificate over its expected life. The regulations also provide two more
specific methods that will be accepted as meeting the general test set forth
above for determining the timing and amount of income inclusion. One method
generally follows the method of inclusion used by the taxpayer for GAAP
purposes, but not over a period shorter than the period over which the REMIC is
expected


                                       104



to generate income. The other method calls for ratable inclusion over the
remaining anticipated weighted average life of the REMIC as of the time the
REMIC residual certificate is transferred to the taxpayer. Holders of REMIC
residual certificates are encouraged to consult their tax advisors concerning
the treatment of these payments for income tax purposes under the regulations.

     The amount of income REMIC residual certificateholders will be required to
report, or the tax liability associated with that income, may exceed the amount
of cash distributions received from the REMIC for the corresponding period.
Consequently, REMIC residual certificateholders should have other sources of
funds sufficient to pay any federal income taxes due as a result of their
ownership of REMIC residual certificates or unrelated deductions against which
income may be offset, subject to the rules relating to "excess inclusions" and
"noneconomic" residual interests discussed below. The fact that the tax
liability associated with the income allocated to REMIC residual
certificateholders may exceed the cash distributions received by the REMIC
residual certificateholders for the corresponding period may significantly
adversely affect the REMIC residual certificateholders' after-tax rate of
return.

   Taxable Income of the REMIC

     The taxable income of the REMIC will equal the income from the mortgage
collateral and other assets of the REMIC plus any cancellation of indebtedness
income due to the allocation of Realized Losses to REMIC regular certificates,
less the deductions allowed to the REMIC for interest, including original issue
discount and reduced by the amortization of any premium received on issuance, on
the REMIC regular certificates, and any other class of REMIC certificates
constituting "regular interests" in the REMIC not offered hereby, amortization
of any premium on the mortgage collateral, bad debt deductions with respect to
the mortgage collateral and, except as described below, for servicing,
administrative and other expenses.

     For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to their fair market value
immediately after their transfer to the REMIC. For this purpose, the master
servicer or servicer or the Certificate Administrator, as applicable, intends to
treat the fair market value of the mortgage collateral as being equal to the
aggregate issue prices of the REMIC regular certificates and REMIC residual
certificates. The aggregate basis will be allocated among the mortgage
collateral collectively and the other assets of the REMIC in proportion to their
respective fair market values. The issue price of any REMIC certificates offered
hereby will be determined in the manner described above under "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount." Accordingly, if
one or more classes of REMIC certificates are retained initially rather than
sold, the master servicer or servicer or the Certificate Administrator, as
applicable, may be required to estimate the fair market value of those interests
in order to determine the basis of the REMIC in the mortgage collateral and
other property held by the REMIC.

     Subject to the possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income with respect to mortgage collateral that it holds will be equivalent to
the method of accruing original issue discount income for REMIC regular
certificateholders--under the constant yield method taking into account the
prepayment assumption. However, a REMIC that acquires collateral at a market


                                       105



discount must include the discount in income currently, as it accrues, on a
constant interest basis. See "--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method of accruing discount income that
is analogous to that required to be used by a REMIC as to mortgage collateral
with market discount that it holds.

     An item of mortgage collateral will be deemed to have been acquired with
discount or premium to the extent that the REMIC's basis therein, determined as
described in the preceding paragraph, is less than or greater than its stated
redemption price. Any discount will be includible in the income of the REMIC as
it accrues, in advance of receipt of the cash attributable to that income, under
a method similar to the method described above for accruing original issue
discount on the REMIC regular certificates. It is anticipated that each REMIC
will elect under Section 171 of the Internal Revenue Code to amortize any
premium on the mortgage collateral. Premium on any item of mortgage collateral
to which the election applies may be amortized under a constant yield method,
presumably taking into account a prepayment assumption.

     A REMIC will be allowed deductions for interest, including original issue
discount, on the REMIC regular certificates, including any other class of REMIC
certificates constituting "regular interests" in the REMIC not offered hereby,
equal to the deductions that would be allowed if the REMIC regular certificates,
including any other class of REMIC certificates constituting "regular interests"
in the REMIC not offered hereby, were indebtedness of the REMIC. Original issue
discount will be considered to accrue for this purpose as described above under
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount,"
except that the de minimis rule and the adjustments for subsequent holders of
REMIC regular certificates, including any other class of certificates
constituting "regular interests" in the REMIC not offered hereby, described
therein will not apply.

     If a class of REMIC regular certificates is issued at an Issue Premium, the
net amount of interest deductions that are allowed the REMIC in each taxable
year with respect to the REMIC regular certificates of that class will be
reduced by an amount equal to the portion of the Issue Premium that is
considered to be amortized or repaid in that year. Although the matter is not
entirely certain, it is likely that Issue Premium would be amortized under a
constant yield method in a manner analogous to the method of accruing original
issue discount described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount."

     As a general rule, the taxable income of the REMIC will be determined in
the same manner as if the REMIC were an individual having the calendar year as
its taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions and Other Possible REMIC
Taxes" below. Further, the limitation on miscellaneous itemized deductions
imposed on individuals by Section 67 of the Internal Revenue Code, which allows
those deductions only to the extent they exceed in the aggregate two percent of
the taxpayer's adjusted gross income, will not be applied at the REMIC level so
that the REMIC will be allowed deductions for servicing, administrative and
other non-interest expenses in determining its taxable income. All of these
expenses will be allocated as a separate item to the holders of REMIC residual
certificates, subject to the limitation of Section 67 of the Internal Revenue
Code. See "--Possible Pass-Through of Miscellaneous Itemized Deductions." If the
deductions


                                       106



allowed to the REMIC exceed its gross income for a calendar quarter, the excess
will be the net loss for the REMIC for that calendar quarter.

   Basis Rules, Net Losses and Distributions

     The adjusted basis of a REMIC residual certificate will be equal to the
amount paid for that REMIC residual certificate, increased by amounts included
in the income of the related certificateholder and decreased, but not below
zero, by distributions made, and by net losses allocated, to the related
certificateholder.

     A REMIC residual certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent the net loss exceeds the REMIC
residual certificateholder's adjusted basis in its REMIC residual certificate as
of the close of that calendar quarter, determined without regard to the net
loss. Any loss that is not currently deductible by reason of this limitation may
be carried forward indefinitely to future calendar quarters and, in accordance
with the same limitation, may be used only to offset income from the REMIC
residual certificate. The ability of REMIC residual certificateholders to deduct
net losses may be subject to additional limitations under the Internal Revenue
Code, as to which the certificateholders are encouraged to consult their tax
advisors.

     Any distribution on a REMIC residual certificate will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC residual certificate. To the extent a distribution
on a REMIC residual certificate exceeds the adjusted basis, it will be treated
as gain from the sale of the REMIC residual certificate. Holders of REMIC
residual certificates may be entitled to distributions early in the term of the
related REMIC under circumstances in which their bases in the REMIC residual
certificates will not be sufficiently large that distributions will be treated
as nontaxable returns of capital. Their bases in the REMIC residual certificates
will initially equal the amount paid for such REMIC residual certificates and
will be increased by their allocable shares of taxable income of the trust.
However, their basis increases may not occur until the end of the calendar
quarter, or perhaps the end of the calendar year, with respect to which the
REMIC taxable income is allocated to the REMIC residual certificateholders. To
the extent the REMIC residual certificateholders' initial bases are less than
the distributions to the REMIC residual certificateholders, and increases in the
initial bases either occur after distributions or, together with their initial
bases, are less than the amount of the distributions, gain will be recognized to
the REMIC residual certificateholders on those distributions and will be treated
as gain from the sale of their REMIC residual certificates.

     The effect of these rules is that a certificateholder may not amortize its
basis in a REMIC residual certificate, but may only recover its basis through
distributions, through the deduction of its share of any net losses of the REMIC
or upon the sale of its REMIC residual certificate. See "--Sales of REMIC
Certificates." For a discussion of possible modifications of these rules that
may require adjustments to income of a holder of a REMIC residual certificate
other than an original holder in order to reflect any difference between the
cost of the REMIC residual certificate to its holder and the adjusted basis the
REMIC residual certificate would have had in the hands of the original holder,
see "--General."


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   Excess Inclusions

     Any "excess inclusions" with respect to a REMIC residual certificate will
be subject to federal income tax in all events.

     In general, the "excess inclusions" with respect to a REMIC residual
certificate for any calendar quarter will be the excess, if any, of (i) the sum
of the daily portions of REMIC taxable income allocable to the REMIC residual
certificate over (ii) the sum of the "daily accruals" (as defined below) for
each day during that quarter that the REMIC residual certificate was held by the
REMIC residual certificateholder. The daily accruals of a REMIC residual
certificateholder will be determined by allocating to each day during a calendar
quarter its ratable portion of the product of the "adjusted issue price" of the
REMIC residual certificate at the beginning of the calendar quarter and 120% of
the "long-term Federal rate" in effect on the closing date. For this purpose,
the adjusted issue price of a REMIC residual certificate as of the beginning of
any calendar quarter will be equal to the issue price of the REMIC residual
certificate, increased by the sum of the daily accruals for all prior quarters
and decreased, but not below zero, by any distributions made with respect to the
REMIC residual certificate before the beginning of that quarter. The issue price
of a REMIC residual certificate is the initial offering price to the public,
excluding bond houses, brokers and underwriters, at which a substantial amount
of the REMIC residual certificates were sold. If less than a substantial amount
of a particular class of REMIC residual certificates is sold for cash on or
prior to the closing date, the issue price of that class will be treated as the
fair market value of that class on the closing date. The "long-term Federal
rate" is an average of current yields on Treasury securities with a remaining
term of greater than nine years, computed and published monthly by the IRS.

     For REMIC residual certificateholders, an excess inclusion:

     o    will not be permitted to be offset by deductions, losses or loss
          carryovers from other activities,

     o    will be treated as "unrelated business taxable income" to an otherwise
          Tax-Exempt Investor and

     o    will not be eligible for any rate reduction or exemption under any
          applicable tax treaty with respect to the 30% United States
          withholding tax imposed on distributions to REMIC residual
          certificateholders that are foreign investors.

     See, however, "--Foreign Investors in REMIC Certificates."

     Furthermore, for purposes of the alternative minimum tax, (i) excess
inclusions will not be permitted to be offset by the alternative tax net
operating loss deduction and (ii) alternative minimum taxable income may not be
less than the taxpayer's excess inclusions; provided, however, that for purposes
of (ii), alternative minimum taxable income is determined without regard to the
special rule that taxable income cannot be less than excess inclusions. The
latter rule has the effect of preventing nonrefundable tax credits from reducing
the taxpayer's income tax to an amount lower than the alternative minimum tax on
excess inclusions.


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     In the case of any REMIC residual certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to the REMIC
residual certificates, reduced, but not below zero, by the real estate
investment trust taxable income, within the meaning of Section 857(b)(2) of the
Internal Revenue Code, excluding any net capital gain, will be allocated among
the shareholders of the trust in proportion to the dividends received by the
shareholders from the trust, and any amount so allocated will be treated as an
excess inclusion with respect to a REMIC residual certificate as if held
directly by the shareholder. Treasury regulations yet to be issued could apply a
similar rule to regulated investment companies, common trust funds and some
cooperatives; the REMIC regulations currently do not address this subject.

   Noneconomic REMIC Residual Certificates

     Under the REMIC regulations, transfers of "noneconomic" REMIC residual
certificates will be disregarded for all federal income tax purposes if "a
significant purpose of the transfer was to enable the transferor to impede the
assessment or collection of tax." If the transfer is disregarded, the purported
transferor will continue to remain liable for any taxes due with respect to the
income on the "noneconomic" REMIC residual certificate. The REMIC regulations
provide that a REMIC residual certificate is noneconomic unless, based on the
prepayment assumption and on any required or permitted clean up calls, or
required qualified liquidation provided for in the REMIC's organizational
documents, (1) the present value of the expected future distributions
(discounted using the "applicable Federal rate" for obligations whose term ends
on the close of the last quarter in which excess inclusions are expected to
accrue with respect to the REMIC residual certificate, which rate is computed
and published monthly by the IRS) on the REMIC residual certificate equals at
least the present value of the expected tax on the anticipated excess
inclusions, and (2) the transferor reasonably expects that the transferee will
receive distributions with respect to the REMIC residual certificate at or after
the time the taxes accrue on the anticipated excess inclusions in an amount
sufficient to satisfy the accrued taxes. Accordingly, all transfers of REMIC
residual certificates that may constitute noneconomic residual interests will be
subject to restrictions under the terms of the related pooling and servicing
agreement or trust agreement that are intended to reduce the possibility of any
transfer being disregarded. The restrictions will require each party to a
transfer to provide an affidavit that no purpose of the transfer is to impede
the assessment or collection of tax, including representations as to the
financial condition of the prospective transferee, as to which the transferor
also is required to make a reasonable investigation to determine the
transferee's historic payment of its debts and ability to continue to pay its
debts as they come due in the future. Prior to purchasing a REMIC residual
certificate, prospective purchasers should consider the possibility that a
purported transfer of the REMIC residual certificate by such a purchaser to
another purchaser at some future date may be disregarded in accordance with the
above-described rules which would result in the retention of tax liability by
that purchaser.

     The IRS has issued final REMIC regulations that add to the conditions
necessary to assure that a transfer of a noneconomic residual interest would be
respected. The additional conditions require that in order to qualify as a safe
harbor transfer of a residual the transferee must represent that it will not
cause the income "to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the
transferee or another U.S. taxpayer" and either (i) the amount received by the
transferee be no less on a present value basis (determined using the short-term
rate provided by Section 1274(d)


                                       109



of the Internal Revenue Code) than the present value of the net tax detriment
attributable to holding the residual interest reduced by the present value of
the projected payments to be received on the residual interest or (ii) the
transfer is to a domestic taxable corporation with specified large amounts of
gross and net assets and that meets certain other requirements where agreement
is made that all future transfers will be to taxable domestic corporations in
transactions that qualify for the same "safe harbor" provision. Eligibility for
the safe harbor requires, among other things, that the facts and circumstances
known to the transferor at the time of transfer not indicate to a reasonable
person that the taxes with respect to the residual interest will not be paid,
with an unreasonably low cost for the transfer specifically mentioned as
negating eligibility.

     The accompanying prospectus supplement will disclose whether offered REMIC
residual certificates may be considered "noneconomic" residual interests under
the REMIC regulations. Any disclosure that a REMIC residual certificate will not
be considered "noneconomic" will be based upon some assumptions, and the
depositor will make no representation that a REMIC residual certificate will not
be considered "noneconomic" for purposes of the above-described rules. See
"--Foreign Investors in REMIC Certificates" for additional restrictions
applicable to transfers of certain REMIC residual certificates to foreign
persons.

   Mark-to-Market Rules

     The mark-to-market requirement applies to all securities owned by a dealer,
except to the extent that the dealer has specifically identified a security as
held for investment. The Mark-to-Market Regulations provide that for purposes of
this mark-to-market requirement, a REMIC residual certificate acquired on or
after January 4, 1995 is not treated as a security and thus may not be marked to
market. Prospective purchasers of a REMIC residual certificate are encouraged to
consult their tax advisors regarding the possible application of the
mark-to-market requirement to REMIC residual certificates.

   Possible Pass-Through of Miscellaneous Itemized Deductions

     Fees and expenses of a REMIC generally will be allocated to the holders of
the related REMIC residual certificates. The applicable Treasury regulations
indicate, however, that in the case of a REMIC that is similar to a single class
grantor trust, all or a portion of those fees and expenses should be allocated
to the holders of the related REMIC regular certificates. Unless otherwise
stated in the accompanying prospectus supplement, fees and expenses will be
allocated to holders of the related REMIC residual certificates in their
entirety and not to the holders of the related REMIC regular certificates.

     With respect to REMIC residual certificates or REMIC regular certificates
the holders of which receive an allocation of fees and expenses in accordance
with the preceding discussion, if any holder thereof is an individual, estate or
trust, or a Pass-Through Entity beneficially owned by one or more individuals,
estates or trusts, (i) an amount equal to the individual's, estate's or trust's
share of fees and expenses will be added to the gross income of that holder and
(ii) the individual's, estate's or trust's share of fees and expenses will be
treated as a miscellaneous itemized deduction allowable in accordance with the
limitation of Section 67 of the Internal Revenue Code, which permits those
deductions only to the extent they exceed in the aggregate


                                       110



two percent of a taxpayer's adjusted gross income. In addition, Section 68 of
the Internal Revenue Code provides that the amount of itemized deductions
otherwise allowable for an individual whose adjusted gross income exceeds a
specified amount will be reduced. The amount of additional taxable income
reportable by REMIC certificateholders that are covered by the limitations of
either Section 67 or Section 68 of the Internal Revenue Code may be substantial.
Furthermore, in determining the alternative minimum taxable income of such a
holder of a REMIC certificate that is an individual, estate or trust, or a
Pass-Through Entity beneficially owned by one or more individuals, estates or
trusts, no deduction will be allowed for such holder's allocable portion of
servicing fees and other miscellaneous itemized deductions of the REMIC, even
though an amount equal to the amount of such fees and other deductions will be
included in the holder's gross income. Accordingly, the REMIC certificates may
not be appropriate investments for individuals, estates, or trusts, or
pass-through entities beneficially owned by one or more individuals, estates or
trusts. Any prospective investors are encouraged to consult with their tax
advisors prior to making an investment in these certificates.

   Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain
   Organizations

     If a REMIC residual certificate is transferred to a Disqualified
Organization, a tax would be imposed in an amount, determined under the REMIC
regulations, equal to the product of:

     (1)  the present value, discounted using the "applicable Federal rate" for
          obligations whose term ends on the close of the last quarter in which
          excess inclusions are expected to accrue with respect to the
          certificate, which rate is computed and published monthly by the IRS,
          of the total anticipated excess inclusions with respect to the REMIC
          residual certificate for periods after the transfer; and

     (2)  the highest marginal federal income tax rate applicable to
          corporations.

     The anticipated excess inclusions must be determined as of the date that
the REMIC residual certificate is transferred and must be based on events that
have occurred up to the time of transfer, the prepayment assumption and any
required or permitted clean up calls or required liquidation provided for in the
REMIC's organizational documents. This tax generally would be imposed on the
transferor of the REMIC residual certificate, except that where the transfer is
through an agent for a Disqualified Organization, the tax would instead be
imposed on that agent. However, a transferor of a REMIC residual certificate
would in no event be liable for the tax with respect to a transfer if the
transferee furnishes to the transferor an affidavit that the transferee is not a
Disqualified Organization and, as of the time of the transfer, the transferor
does not have actual knowledge that the affidavit is false. Moreover, an entity
will not qualify as a REMIC unless there are reasonable arrangements designed to
ensure that:

     o    residual interests in the entity are not held by Disqualified
          Organizations; and

     o    information necessary for the application of the tax described in this
          prospectus will be made available.


                                       111



     Restrictions on the transfer of REMIC residual certificates and other
provisions that are intended to meet this requirement will be included in the
pooling and servicing agreement, including provisions:

     (1)  requiring any transferee of a REMIC residual certificate to provide an
          affidavit representing that it is not a Disqualified Organization and
          is not acquiring the REMIC residual certificate on behalf of a
          Disqualified Organization, undertaking to maintain that status and
          agreeing to obtain a similar affidavit from any person to whom it
          shall transfer the REMIC residual certificate;

     (2)  providing that any transfer of a REMIC residual certificate to a
          Disqualified Organization shall be null and void; and

     (3)  granting to the master servicer or servicer the right, without notice
          to the holder or any prior holder, to sell to a purchaser of its
          choice any REMIC residual certificate that shall become owned by a
          Disqualified Organization despite (1) and (2) above.

     In addition, if a Pass-Through Entity includes in income excess inclusions
with respect to a REMIC residual certificate, and a Disqualified Organization is
the record holder of an interest in that entity, then a tax will be imposed on
the entity equal to the product of (i) the amount of excess inclusions on the
REMIC residual certificate that are allocable to the interest in the
Pass-Through Entity held by the Disqualified Organization and (ii) the highest
marginal federal income tax rate imposed on corporations. A Pass-Through Entity
will not be subject to this tax for any period, however, if each record holder
of an interest in the Pass-Through Entity furnishes to that Pass-Through Entity
(i) the holder's social security number and a statement under penalties of
perjury that the social security number is that of the record holder or (ii) a
statement under penalties of perjury that the record holder is not a
Disqualified Organization. For taxable years beginning after December 31, 1997,
notwithstanding the preceding two sentences, in the case of a REMIC residual
certificate held by an "electing large partnership," all interests in such
partnership shall be treated as held by Disqualified Organizations, without
regard to whether the record holders of the partnership furnish statements
described in the preceding sentence, and the amount that is subject to tax under
the second preceding sentence is excluded from the gross income of the
partnership allocated to the partners, in lieu of allocating to the partners a
deduction for the tax paid by the partners.

   Sales of REMIC Certificates

     If a REMIC certificate is sold, the selling certificateholder will
recognize gain or loss equal to the difference between the amount realized on
the sale and its adjusted basis in the REMIC certificate. The adjusted basis of
a REMIC regular certificate generally will equal the cost of that REMIC regular
certificate to that certificateholder, increased by income reported by the
certificateholder with respect to that REMIC regular certificate, including
original issue discount and market discount income, and reduced, but not below
zero, by distributions on the REMIC regular certificate received by the
certificateholder and by any amortized premium. The adjusted basis of a REMIC
residual certificate will be determined as described under "--


                                       112



Taxation of Owners of REMIC Residual Certificates--Basis Rules, Net Losses and
Distributions." Except as described below, any gain or loss generally will be
capital gain or loss.

            Gain from the sale of a REMIC regular certificate that might
otherwise be capital gain will be treated as ordinary income to the extent the
gain does not exceed the excess, if any, of (i) the amount that would have been
includible in the seller's income with respect to the REMIC regular certificate
had income accrued thereon at a rate equal to 110% of the "applicable federal
rate," which is typically a rate based on an average of current yields on
Treasury securities having a maturity comparable to that of the certificate,
which rate is computed and published monthly by the IRS, determined as of the
date of purchase of the REMIC regular certificate, over (ii) the amount of
ordinary income actually includible in the seller's income prior to the sale. In
addition, gain recognized on the sale of a REMIC regular certificate by a seller
who purchased the REMIC regular certificate at a market discount will be taxable
as ordinary income to the extent of any accrued and previously unrecognized
market discount that accrued during the period the certificate was held. See
"--Taxation of Owners of REMIC Regular Certificates--Discount."

     REMIC certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Internal Revenue Code, so that gain or loss
recognized from the sale of a REMIC certificate by a bank or thrift institution
to which that section applies will be ordinary income or loss.

     A portion of any gain from the sale of a REMIC regular certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that the certificate is held as part of a "conversion transaction" within the
meaning of Section 1258 of the Internal Revenue Code. A conversion transaction
generally is one in which the taxpayer has taken two or more positions in
certificates or similar property that reduce or eliminate market risk, if
substantially all of the taxpayer's return is attributable to the time value of
the taxpayer's net investment in the transaction. The amount of gain so realized
in a conversion transaction that is recharacterized as ordinary income generally
will not exceed the amount of interest that would have accrued on the taxpayer's
net investment at 120% of the appropriate "applicable Federal rate," which rate
is computed and published monthly by the IRS, at the time the taxpayer enters
into the conversion transaction, subject to appropriate reduction for prior
inclusion of interest and other ordinary income items from the transaction.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include any net capital
gain in total net investment income for the taxable year, for purposes of the
limitation on the deduction of interest on indebtedness incurred to purchase or
carry property held for investment to a taxpayer's net investment income.

     If the seller of a REMIC residual certificate reacquires the certificate,
any other residual interest in a REMIC or any similar interest in a "taxable
mortgage pool" (as defined in Section 7701(i) of the Internal Revenue Code)
within six months of the date of the sale, the sale will be subject to the "wash
sale" rules of Section 1091 of the Internal Revenue Code. In that event, any
loss realized by the REMIC residual certificateholders on the sale will not be
deductible, but


                                       113



instead will be added to the REMIC residual certificateholders adjusted basis in
the newly-acquired asset.

     Losses on the sale of a REMIC residual certificate in excess of a threshold
amount (which amount could need to be aggregated with similar or previous
losses) may require disclosure of such loss on an IRS Form 8886. Investors are
encouraged to consult with their tax advisors as to the need to file such forms.

   Tax Return Disclosure and Investor List Requirements

     Recent Treasury regulations directed at potentially abusive tax shelter
activity appear to apply to transactions not conventionally regarded as tax
shelters. The regulations require taxpayers to report certain disclosures on IRS
Form 8886 if they participate in a "reportable transaction." Organizers and
sellers of the transaction are required to maintain records including investor
lists containing identifying information and to furnish those records to the IRS
upon demand. A transaction may be a "reportable transaction" based upon any of
several indicia, including the existence of book-tax differences common to
financial transactions, one or more of which may be present with respect to your
investment in the certificates. There are significant penalties for failure to
comply with these disclosure requirements. Investors in REMIC residual
certificates should consult their own tax advisers concerning any possible
disclosure obligation with respect to their investment, and should be aware that
the depositor and other participants in the transaction intend to comply with
such disclosure and investor list maintenance requirements as they determine
apply to them with respect to the transaction.

   Prohibited Transactions and Other Possible REMIC Taxes

     The Internal Revenue Code imposes a prohibited transactions tax, which is a
tax on REMICs equal to 100% of the net income derived from prohibited
transactions. In general, subject to specified exceptions a prohibited
transaction means the disposition of an item of mortgage collateral, the receipt
of income from a source other than an item of mortgage collateral or other
Permitted Investments, the receipt of compensation for services, or gain from
the disposition of an asset purchased with the payments on the mortgage
collateral for temporary investment pending distribution on the REMIC
certificates. It is not anticipated that any REMIC will engage in any prohibited
transactions in which it would recognize a material amount of net income. In
addition, some contributions to a REMIC made after the day on which the REMIC
issues all of its interests could result in the imposition of a contributions
tax, which is a tax on the REMIC equal to 100% of the value of the contributed
property. Each pooling and servicing agreement or trust agreement will include
provisions designed to prevent the acceptance of any contributions that would be
subject to the tax.

     REMICs also are subject to federal income tax at the highest corporate rate
on "net income from foreclosure property," determined by reference to the rules
applicable to real estate investment trusts. "Net income from foreclosure
property" generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than
qualifying rents and other qualifying income for a real estate investment trust.
Unless otherwise disclosed in the accompanying prospectus supplement, it is not
anticipated that any REMIC will recognize "net income from foreclosure property"
subject to federal income tax.


                                       114



     Unless otherwise disclosed in the accompanying prospectus supplement, it is
not anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.

     Unless otherwise stated in the accompanying prospectus supplement, and to
the extent permitted by then applicable laws, any prohibited transactions tax,
contributions tax, tax on "net income from foreclosure property" or state or
local income or franchise tax that may be imposed on the REMIC will be borne by
the related master servicer or servicer, the Certificate Administrator or the
trustee in either case out of its own funds, provided that the master servicer
or servicer, the Certificate Administrator or the trustee, as the case may be,
has sufficient assets to do so, and provided further that the tax arises out of
a breach of the master servicer's or servicer's, the Certificate Administrator's
or the trustee's obligations, as the case may be, under the related pooling and
servicing agreement or trust agreement and relating to compliance with
applicable laws and regulations. Any tax not borne by the master servicer or
servicer or the trustee will be payable out of the related trust resulting in a
reduction in amounts payable to holders of the related REMIC certificates.

   Termination

     A REMIC will terminate immediately after the distribution date following
receipt by the REMIC of the final payment from the mortgage collateral or upon a
sale of the REMIC's assets following the adoption by the REMIC of a plan of
complete liquidation. The last distribution on a REMIC regular certificate will
be treated as a payment in retirement of a debt instrument. In the case of a
REMIC residual certificate, if the last distribution on the REMIC residual
certificate is less than the certificateholder's adjusted basis in the
certificate, the certificateholder should be treated as realizing a loss equal
to the amount of the difference, and the loss may be treated as a capital loss.

   Reporting and Other Administrative Matters

     Solely for purposes of the administrative provisions of the Internal
Revenue Code, the REMIC will be treated as a partnership and REMIC residual
certificateholders will be treated as partners. Unless otherwise stated in the
accompanying prospectus supplement, the master servicer or servicer or the
Certificate Administrator, as applicable, will file REMIC federal income tax
returns on behalf of the related REMIC and will act as the "tax matters person"
for the REMIC in all respects, and may hold a nominal amount of REMIC residual
certificates.

     As the tax matters person, the master servicer or servicer or the
Certificate Administrator, as applicable, will have the authority to act on
behalf of the REMIC and the REMIC residual certificateholders in connection with
the administrative and judicial review of items of income, deduction, gain or
loss of the REMIC, as well as the REMIC's classification. REMIC residual
certificateholders will be required to report the REMIC items consistently with
their treatment on the related REMIC's tax return and may in some circumstances
be bound by a settlement agreement between the master servicer or servicer, or
the Certificate Administrator, as applicable, as tax matters person, and the IRS
concerning any REMIC item.


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     Adjustments made to the REMIC tax return may require a REMIC residual
certificateholder to make corresponding adjustments on its return, and an audit
of the REMIC's tax return, or the adjustments resulting from an audit, could
result in an audit of the certificateholder's return. No REMIC will be
registered as a tax shelter under Section 6111 of the Internal Revenue Code
because it is not anticipated that any REMIC will have a net loss for any of the
first five taxable years of its existence. Any person that holds a REMIC
residual certificate as a nominee for another person may be required to furnish
to the related REMIC, in a manner to be provided in Treasury regulations, the
name and address of that person and other information.

     Reporting of interest income, including any original issue discount, with
respect to REMIC regular certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports are
required to be sent to individual holders of REMIC regular Interests and the
IRS; holders of REMIC regular certificates that are corporations, trusts,
securities dealers and other non-individuals will be provided interest and
original issue discount income information and the information in the following
paragraph upon request in accordance with the requirements of the applicable
regulations. The information must be provided by the later of 30 days after the
end of the quarter for which the information was requested, or two weeks after
the receipt of the request. The REMIC must also comply with rules requiring
certain information to be reported to the IRS. Reporting with respect to the
REMIC residual certificates, including income, excess inclusions, investment
expenses and relevant information regarding qualification of the REMIC's assets
will be made as required under the Treasury regulations, typically on a
quarterly basis.

     As applicable, the REMIC regular certificate information reports will
include a statement of the adjusted issue price of the REMIC regular certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method requires information relating to the holder's purchase
price that the master servicer or servicer, or the Certificate Administrator, as
applicable, will not have, the regulations only require that information
pertaining to the appropriate proportionate method of accruing market discount
be provided. See "--Taxation of Owners of REMIC Regular Certificates--Market
Discount."

     The responsibility for complying with the foregoing reporting rules will be
borne by the master servicer or servicer or the Certificate Administrator.
Certificateholders may request any information with respect to the returns
described in Section 1.6049-7(e)(2) of the Treasury regulations. Any request
should be directed to the master servicer or servicer or Certificate
Administrator, as applicable, at Carrington Securities, LP, Seven Greenwich
Office Park, 599 West Putnam Avenue, Greenwich, Connecticut, 06830.

   Backup Withholding with Respect to REMIC Certificates

     Payments of interest and principal, as well as payments of proceeds from
the sale of REMIC certificates, may be subject to the "backup withholding tax"
under Section 3406 of the Internal Revenue Code if recipients of payments fail
to furnish to the payor certain information, including their taxpayer
identification numbers, or otherwise fail to establish an exemption from


                                       116



the tax. Any amounts deducted and withheld from a distribution to a recipient
would be allowed as a credit against the recipient's federal income tax.
Furthermore, penalties may be imposed by the IRS on a recipient of payments that
is required to supply information but that does not do so in the proper manner.

   Foreign Investors in REMIC Certificates

     A REMIC regular certificateholder that is not a United States person and is
not subject to federal income tax as a result of any direct or indirect
connection to the United States in addition to its ownership of a REMIC regular
certificate will not be subject to United States federal income or withholding
tax on a distribution on a REMIC regular certificate, provided that the holder
complies to the extent necessary with certain identification requirements,
including delivery of a statement, signed by the certificateholder under
penalties of perjury, certifying that the certificateholder is not a United
States person and providing the name and address of the certificateholder; this
statement is generally made on IRS Form W-8BEN and must be updated whenever
required information has changed or within three calendar years after the
statement is first delivered. For these purposes, United States person means a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in, or under the laws of, the United States, any
state thereof or the District of Columbia, except, in the case of a partnership,
to the extent provided in regulations, provided that, for purposes solely of the
restrictions on the transfer of residual interests, no partnership or other
entity treated as a partnership for United States federal income tax purposes
shall be treated as a United States person unless all persons that own an
interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are required by the
applicable operating agreement to be United States persons or an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust. To
the extent prescribed in regulations by the Secretary of the Treasury, which
regulations have not yet been issued, a trust which was in existence on August
20, 1996 (other than a trust treated as owned by the grantor under subpart E of
part I of subchapter J of chapter 1 of the Internal Revenue Code), and which was
treated as a United States person on August 19, 1996, may elect to continue to
be treated as a United States person notwithstanding the previous sentence. It
is possible that the IRS may assert that the foregoing tax exemption should not
apply with respect to a REMIC regular certificate held by a REMIC residual
certificateholder that owns directly or indirectly a 10% or greater interest in
the REMIC residual certificates. If the holder does not qualify for exemption,
distributions of interest, including distributions of accrued original issue
discount, to the holder may be subject to a tax rate of 30%, subject to
reduction under any applicable tax treaty.

     Special rules apply to partnerships, estates and trusts, and in certain
circumstances certifications as to foreign status and other matters may be
required to be provided by partners and beneficiaries thereof.

     In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on the United
States shareholder's allocable portion of the interest income received by the
controlled foreign corporation.


                                       117



     Further, it appears that a REMIC regular certificate would not be included
in the estate of a nonresident alien individual and would not be subject to
United States estate taxes. However, certificateholders who are nonresident
alien individuals are encouraged to consult their tax advisors concerning this
question.

     Unless otherwise stated in the accompanying prospectus supplement,
transfers of REMIC residual certificates to investors that are not United States
persons will be prohibited under the related pooling and servicing agreement or
trust agreement.

                        STATE AND OTHER TAX CONSEQUENCES

     In addition to the federal income tax consequences described in "Material
Federal Income Tax Consequences," potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of the
certificates offered hereunder. State tax law may differ substantially from the
corresponding federal tax law, and the discussion above does not purport to
describe any aspect of the tax laws of any state or other jurisdiction.
Therefore, prospective investors are encouraged to consult their tax advisors
with respect to the various tax consequences of investments in the certificates
offered hereby.

                          CERTAIN ERISA CONSIDERATIONS

     Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") prohibit pension, profit-sharing or other employee benefit
plans subject to ERISA, as well as individual retirement accounts, Keogh plans
and other plans subject to Section 4975 of the Code, as well as any entity
holding "plan assets" of any of the foregoing (each, a "Benefit Plan") from
engaging in certain transactions with persons that are "parties in interest"
under ERISA or "disqualified persons" under the Code with respect to such
Benefit Plan. A violation of these "prohibited transaction" rules may result in
an excise tax or other penalties and liabilities under ERISA and the Code for
such persons or the fiduciaries of a Benefit Plan. In addition, Title I of ERISA
requires fiduciaries of a Benefit Plan subject to ERISA to make investments that
are prudent, diversified and in accordance with the governing plan documents.

     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)
are not subject to ERISA requirements. However, governmental plans may be
subject to comparable state law restrictions.

PLAN ASSET REGULATION

     Certain transactions involving a trust might be deemed to constitute
prohibited transactions under ERISA and the Code with respect to a Benefit Plan
that purchased securities if assets of such trust were deemed to be assets of
the Benefit Plan. Under a regulation issued by the U.S. Department of Labor (the
"Plan Asset Regulation"), the assets of a trust would be treated as plan assets
of a Benefit Plan for the purposes of ERISA and the Code only if the Benefit
Plan acquired an "equity interest" in such trust and none of the exceptions
contained in the Plan Asset Regulation were applicable. An equity interest is
defined under the Plan Asset Regulation as an interest other than an instrument
which is treated as indebtedness under


                                       118



applicable local law and which has no substantial equity features. It is likely
that the certificates will be treated as an equity interest for purposes of the
Plan Asset Regulation. Purchasers and transferees of certificates will be
required to make certain representations, warranties and covenants as described
under "Certain ERISA Considerations" in the related prospectus supplement.

     A Benefit Plan fiduciary considering the purchase of certificates on behalf
of or with the plan assets of a Benefit Plan should consult its legal advisors
regarding whether the assets of a trust would be considered plan assets, the
possibility of exemptive relief from the prohibited transaction rules and other
issues and their potential consequences.

UNDERWRITER EXEMPTION

     The U.S. Department of Labor has issued individual prohibited transaction
exemptions, any one of which is generally referred to herein as the "Exemption,"
to certain underwriters. The Exemption provides relief from the application of
certain of the prohibited transaction and conflict of interest rules of ERISA
with respect to the initial purchase, the holding and the subsequent resale by
Benefit Plans of a "Security," which is defined as (1) a pass-through
certificate or trust certificate that represents a beneficial ownership interest
in the assets of an "Issuer" (as defined in the Exemption) which is a "Trust"
(as defined in the Exemption) and which entitles the holder to payments of
principal, interest and/or other payments with respect to the assets of such
Issuer; or (2) a security which is denominated as a debt instrument that is
issued by, and is an obligation of, an Issuer; with respect to which the
"Underwriter" (as defined in the Exemption) is either (a) the sole underwriter
or the co-manager of the underwriting syndicate, or (b) a selling or placement
agent. Such Securities consist of certain secured consumer receivables, secured
credit instruments and other obligations that meet the conditions and
requirements of the Exemption.

     Information about whether an Exemption may be available will be provided in
the related prospectus supplement.

     The Exemption will apply only if the general conditions (certain of which
are described below) are met. However, it is not clear whether the Exemption
applies to those plans which are participant directed plans as described in
Section 404(c) of ERISA or plans that are subject to Section 4975 of the Code
but that are not subject to Title I of ERISA, such as certain Keogh plans and
certain individual retirement accounts.

     Among the conditions which must be satisfied for the Exemption to apply to
the acquisition, holding and resale of Securities by Benefit Plans are the
following:

     (1)  The acquisition of Securities by a Benefit Plan is on terms (including
          the Security price) that are at least as favorable to a Benefit Plan
          as they would be in an arm's length transaction with an unrelated
          party;

     (2)  The rights and interests evidenced by the Securities acquired by a
          Benefit Plan are not subordinated to the rights and interests
          evidenced by other Securities of the same Issuer, unless the
          Securities (with an exception discussed below in Clause 4) are issued
          in a "Designated Transaction," which means a securitization


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          transaction in which the assets of the Issuer consist of secured
          consumer receivables, secured credit instruments or secured
          obligations that bear interest or are purchased at a discount and are
          home equity and/or manufactured housing consumer receivables; and/or
          single-family residential, multi-family residential, home equity,
          manufactured housing and/or commercial mortgage obligations that are
          secured by single-family residential, multi-family residential,
          commercial real property or leasehold interests therein.

     (3)  The Securities acquired by a Benefit Plan have received a rating at
          the time of such acquisition that is in one of the three (or, with an
          exception discussed below in Clause 4, in the case of Designated
          Transactions, four) highest generic rating categories from any of
          Standard & Poor's Ratings Services, a division of The McGraw-Hill
          Companies, Inc., Moody's Investors Service, Inc., Fitch, Inc., or any
          successors thereto, each a "Rating Agency";

     (4)  The receivables are fully secured, except for residential and home
          equity loan receivables issued in Designated Transactions if:

          (a)  The loan-to-value ratio (where the loan amount equals the sum of
               (I) the outstanding principal balance due under the obligation
               which is held by the Issuer and (II) the outstanding principal
               balance(s) of any other obligation(s) of higher priority (whether
               or not held by the Issuer) which are secured by the same
               collateral) does not exceed 125% based on the fair market value
               on the "Closing Date" (as defined in the Exemption);

          (b)  Such Securities acquired by a Benefit Plan have received a rating
               from a Rating Agency at the time of such acquisition that is in
               one of the two highest generic rating categories; and

          (c)  The rights and interests evidenced by the Securities in such
               Designated Transactions are not subordinated to the rights and
               interests evidenced by Securities of the same Issuer;

     (5)  The "Trustee" (as defined in the Exemption) is not an "Affiliate" (as
          defined in the Exemption) of any other member of the "Restricted
          Group" (as defined in the Exemption) other than an Underwriter;

     (6)  The sum of all payments made to and retained by the Underwriters in
          connection with the distribution or placement of Securities represents
          not more than "Reasonable Compensation" (as defined in the Exemption)
          for underwriting or placing the Securities; the sum of all payments
          made to and retained by the "Sponsor" (as defined in the Exemption)
          pursuant to the assignment of obligations (or interests therein) to
          the Issuer represents not more than the fair market value of such
          obligations (or interests); and the sum of all payments made to and
          retained by the "Servicer" (as defined in the Exemption) represents
          not more than Reasonable Compensation for the Servicer's services
          under the "Pooling and Servicing Agreement" (as defined in the
          Exemption) and reimbursement of the Servicer's reasonable expenses in
          connection therewith;


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     (7)  A Benefit Plan investing in such Securities is an "accredited
          investor" as defined in Rule 501(a)(1) of Regulation D of the
          Securities and Exchange Commission under the Securities Act of 1933;

     (8)  The legal documents establishing the Issuer contain restrictions (as
          described in the Exemption) necessary to ensure that the Issuer's
          assets may not be reached by the Sponsor's creditors in the event of
          the Sponsor's bankruptcy or insolvency; the Pooling and Servicing
          Agreement and/or other agreements establishing the contractual
          relationships between the parties to the securitization transaction
          prohibit all parties from filing an involuntary bankruptcy petition
          against the Issuer or initiating any other form of insolvency
          proceeding until after the Securities have been paid; and, prior to
          issuance by the Issuer of any Securities, a legal opinion is received
          which states that either (a) a "true sale" of the assets being
          transferred to the Issuer by the Sponsor has occurred and that such
          transfer is not being made pursuant to a financing of assets by the
          Sponsor, or (b) in the event of the Sponsor's insolvency or
          receivership, the assets transferred to the Issuer will not be part of
          the Sponsor's estate; and

     (9)  The Issuer satisfies the following requirements:

          (a)  The corpus of the Issuer consists solely of assets of the type
               which have been included in other investment pools;

          (b)  Securities evidencing interests in such other investment pools
               have been rated in one of the three (or in the case of Designated
               Transactions, four) highest generic rating categories by a Rating
               Agency for at least one year prior to a Benefit Plan's
               acquisition of the Securities pursuant to the Exemption; and

          (c)  Securities evidencing interests in such other investment pools
               have been purchased by investors other than Benefit Plans for at
               least one year prior to a Benefit Plan's acquisition of
               Securities pursuant to the Exemption.

     (10) If a particular class of Securities held by any Benefit Plan involves
          a "Ratings Dependent Swap" (as defined herein) or a "Non-Ratings
          Dependent Swap" (as defined herein) entered into by the Issuer, then
          each particular swap transaction relating to such Securities must
          satisfy the following conditions:

          (a)  The swap transaction is an "Eligible Swap," which means a Ratings
               Dependent Swap or Non-Ratings Dependent Swap:

               (i)   Which is dominated in U.S. dollars;

               (ii)  Pursuant to which the Issuer pays or receives, on or
                     immediately prior to the respective payment or distribution
                     date for the class of Securities to which the swap relates,
                     a fixed rate of interest, or a floating rate of interest
                     based on a publicly available index (e.g., LIBOR or the
                     U.S. Federal Reserve's Cost of Funds Index


                                       121



                     (COFI)), with the Issuer receiving such payments on at
                     least a quarterly basis and obligated to make separate
                     payments no more frequently than the counterparty, with all
                     simultaneous payments being netted;

               (iii) Which has a notional amount that does not exceed either:

                     (I)  The principal balance of the class of Securities to
                          which the swap relates; or

                     (II) The portion of the principal balance of such class
                          represented solely by those types of corpus or assets
                          of the Issuer referred to above in Clause (9).

               (iv)  Which is "not leveraged" (i.e., payments are based on the
                     applicable notional amount, the day count fractions, the
                     fixed or floating rates designated above in Clause
                     (10)(a)(ii), and the difference between the products
                     thereof, calculated on a one to one ratio and not on a
                     multiplier of such difference);

               (v)   Which has a final termination date that is either the
                     earlier of the date on which the Issuer terminates or the
                     related class of Securities are fully repaid; and

               (vi)  Which does not incorporate any provision which could cause
                     a unilateral alteration in any provision described above in
                     Clauses (10)(a)(i)-(iv) without the consent of the Trustee.

          (b)  The swap transaction is with an "Eligible Swap Counterparty,"
               which means a bank or other financial institution which has a
               rating, at the date of issuance of the Securities, which is in
               one of the three highest long-term credit rating categories, or
               one of the two highest short-term credit rating categories,
               utilized by at least one of the Rating Agencies rating the
               Securities; provided that, if a swap counterparty is relying on
               its short-term rating to establish eligibility under the
               Exemption, such swap counterparty must either have a long-term
               rating in one of the three highest long-term rating categories or
               not have a long-term rating from the applicable Rating Agency,
               and provided further that if the class of Securities with which
               the swap is associated has a final maturity date of more than one
               year from the date of issuance of the Securities, and such swap
               is a Ratings Dependent swap, the swap counterparty is required by
               the terms of the swap agreement to establish any
               collateralization or other arrangement satisfactory to the Rating
               Agencies in the event of a ratings downgrade of the swap
               counterparty;

          (c)  Any class of Securities, to which one or more swap agreements
               entered into by the Issuer applies, may be acquired only by a
               "Qualified Plan Investor," which means a Benefit Plan investor or
               group of Benefit Plan


                                       122



               investors on whose behalf the decision to purchase Securities is
               made by an appropriate independent fiduciary that is qualified to
               analyze and understand the terms and conditions of any swap
               transaction used by the Issuer and the effect such swap would
               have upon the credit ratings of the Securities. For purposes of
               the Exemption, such a fiduciary is either:

               (i)   A "qualified professional asset manager" ("QPAM"), as
                     defined under Prohibited Transaction Exemption ("PTE")
                     84-14 (a QPAM generally would include for these purposes
                     insurance companies, savings and loan associations, banks
                     and registered investment advisers registered under the
                     Investment Advisers Act of 1940, each meeting certain
                     minimum capitalization requirements);

               (ii)  An "in-house asset manager" as defined under PTE 96-23; or

               (iii) A Benefit Plan fiduciary with total assets (both employee
                     benefit plan and non-employee benefit plan) under
                     management of at least $100 million at the time the of the
                     acquisition of such Securities.

          (d)  In the case of a "Ratings Dependent Swap" (meaning an interest
               rate swap, or (if purchased by or on behalf of the Issuer) an
               interest rate cap contract, that is part of the structure of a
               class of Securities where the rating assigned by the Rating
               Agency to any class of Securities held by any Benefit Plan is
               dependent on the terms and conditions of the swap and the rating
               of the counterparty), the swap agreement must provide that if the
               credit rating of the counterparty is withdrawn or reduced by any
               Rating Agency below a level specified by the Rating Agency, the
               Servicer (as agent for the Trustee) must, within the period
               specified under the Pooling and Servicing Agreement:

               (i)   Obtain a replacement swap agreement with an Eligible Swap
                     Counterparty which is acceptable to the Rating Agency and
                     the terms of which are substantially the same as the
                     current swap agreement (at which time the earlier swap
                     agreement must terminate); or

               (ii)  Cause the swap counterparty to establish any
                     collateralization or other arrangement satisfactory to the
                     Rating Agency such that the then current rating by the
                     Rating Agency of the particular class of Securities will
                     not be withdrawn or reduced.

          (e)  In the case of a "Non-Ratings Dependent Swap" (meaning an
               interest rate swap, or (if purchased by or on behalf of the
               Issuer) an interest rate cap contract, that is part of the
               structure of a class of Securities where the rating assigned by
               the Rating Agency to any class of Securities held by a Benefit
               Plan is not dependent on the existence of the swap and rating of
               the counterparty), the swap agreement must provide that, if the
               credit


                                       123



               rating of the counterparty is withdrawn or reduced below the
               lowest level specified above in Clause (10)(b), the Servicer (as
               agent for the Trustee) must, within a specified period after such
               rating withdrawal or reduction:

               (i)   Obtain a replacement swap agreement with an Eligible Swap
                     Counterparty, the terms of which are substantially the same
                     as the current swap agreement (at which time the earlier
                     swap agreement must terminate);

               (ii)  Cause the swap counterparty to post collateral with the
                     Trustee in an amount equal to all payments owed by the
                     counterparty if the swap transaction were terminated; or

               (iii) Terminate the swap agreement in accordance with its terms.

                     With respect to a Non-Ratings Dependent Swap, each Rating
                     Agency rating the Securities must confirm, as of the date
                     of issuance of the Securities by the Issuer, that entering
                     into an Eligible Swap with such counterparty will not
                     affect the rating of the Securities.

          (f)  The swap transaction does not require the Issuer to make any
               termination payments to the counterparty (other than a currently
               scheduled payment under the swap agreement) except from "Excess
               Spread" (as defined in the Exemption) or other amounts that would
               otherwise be payable to the Servicer or the Sponsor.

     (11) If a particular class of securities held by any Benefit Plan involves
          a yield supplement agreement entered into by the Issuer, then each
          particular yield supplement transaction relating to such Securities
          must satisfy the following conditions:

          (a)  The yield supplement transaction is an "Eligible Yield Supplement
               Agreement," which means any yield supplement agreement, similar
               yield maintenance arrangement or, if purchased by or on behalf of
               the Issuer, an interest rate cap contract to supplement the
               interest rates otherwise payable on obligations described above
               in Clause (9), provided that:

               (i)   It is denominated in U.S. dollars;

               (ii)  The Issuer receives on, or immediately prior to the
                     respective payment date for the Securities covered by such
                     agreement or arrangement, a fixed rate of interest or a
                     floating rate of interest based on a publicly available
                     index (e.g., LIBOR or COFI), with the Issuer receiving
                     payments on at least a quarterly basis;

               (iii) It is not leveraged, as described above in Clause
                     (10)(a)(iv);


                                       124



               (iv)  It does not incorporate any provision which would cause a
                     unilateral alteration in any provision described above in
                     Clauses (11)(a)(i)-(iii) without the consent of the
                     Trustee;

               (v)   It is entered into by the Issuer with an Eligible Swap
                     Counterparty; and

               (vi)  It has a notional amount that does not exceed either:

                     (I)  The principal balance of the class of Securities to
                          which such agreement or arrangement relates; or

                     (II) The portion of the principal balance of such class
                          represented solely by those types of corpus or assets
                          of the Issuer referred to above in Clause (9).

     Furthermore, if the related prospectus supplement provides that the
property of the Issuer will include a "Pre-Funding Account" (as defined in the
Exemption), certain additional conditions must be met in order for the Exemption
to apply to the acquisition, holding and resale of the Securities by a Benefit
Plan.

     If the general conditions of the Exemption are satisfied, the Exemption may
provide an exemption from the application of the prohibited transaction
provisions of Sections 406(a) and 407(a) of ERISA and Sections 4975(c)(1)(A)
through (D) of the Code in connection with (1) the direct or indirect sale,
exchange or transfer, (2) the direct or indirect acquisition or disposition and
(3) the continued holding of Securities acquired by a Benefit Plan. However, no
exemption is provided from the restrictions of Sections 406(a)(1)(E) and
406(a)(2) of ERISA for the acquisition or holding of a Security on behalf of an
"Excluded Plan" (as defined in the Exemption) by any person who has
discretionary authority or renders investment advice with respect to that
Excluded Plan.

     If general conditions of the Exemption are also satisfied, the Exemption
may provide an exemption from the application of the prohibited transaction
provisions of Sections 406(b)(1) and (b)(2) of ERISA and Section 4975(c)(1)(E)
of the Code in connection with the following:

     o    The direct or indirect sale, exchange or transfer of Securities in the
          initial issuance of Securities between the Sponsor or Underwriter and
          a Benefit Plan when the person who has discretionary authority or
          renders investment advice with respect to the investment of plan
          assets in the Securities is:

     o    An "Obligor" (as defined in the Exemption) with respect to 5% or less
          of the fair market value of the obligations or receivables contained
          in the Issuer; or

     o    An Affiliate of an Obligor; if:

          o    The Benefit Plan is not an Excluded Plan;


                                       125



          o    Solely in the case of an acquisition of Securities in connection
               with the initial issuance of the Securities, at least 50% percent
               of each class of Securities in which Benefit Plans have invested
               is acquired by persons independent of the members of the
               Restricted Group and at least 50% percent of the aggregate
               interest in the Issuer is acquired by persons independent of the
               Restricted Group;

          o    A Benefit Plan's investment in each class of Securities does not
               exceed 25% percent of all of the Securities of that class
               outstanding at the time of the acquisition; and

          o    Immediately after the acquisition of the Securities, no more than
               25% percent of the assets of a Benefit Plan with respect to which
               the person has discretionary authority or renders investment
               advice are invested in Securities representing an interest in an
               Issuer containing assets sold or serviced by the same entity.

     o    The direct or indirect acquisition or disposition of Securities by a
          Benefit Plan in the secondary market for such Securities; and

     o    The continued holding of Securities by a Benefit Plan.

     Additionally, if general conditions of the Exemption are satisfied, the
Exemption may provide an exemption from the application of the prohibited
transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and
Section 4975(c) of the Code for transactions in connection with the servicing,
management and operation of an Issuer, including the use of any Eligible Swap
transaction, provided that:

     o    Such transactions are carried out in accordance with the terms of a
          binding Pooling and Servicing Agreement; and

     o    The Pooling and Servicing Agreement is provided to, or described in
          all material respects in the prospectus or applicable prospectus
          supplement provided to, investing Benefit Plans before they purchase
          Securities offered by the Issuer.

     The Exemption also may provide an exemption from the application of the
prohibited transaction provisions of Sections 406(a) and 407(a) of ERISA and
Sections 4975(c)(1)(A) through (D) of the Code if those restrictions are deemed
to otherwise apply merely because a person is deemed to be a party in interest
or disqualified person (including a fiduciary) with respect to a Benefit Plan by
virtue of providing services to the Benefit Plan or by virtue of having a
specified relationship to such service provider, solely because of a Benefit
Plan's ownership of Securities.

     Before purchasing a certificate on behalf of or with plan assets of a
Benefit Plan, a Benefit Plan fiduciary should itself confirm that such
certificate constitutes a "Security" for purposes of the Exemption and that the
general conditions and the other requirements described above and in the
Exemption would be satisfied with respect to such certificate. In addition to
making its own determination as to the availability of the exemptive relief
provided in the


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Exemption, the Benefit Plan fiduciary should consider its general fiduciary
obligations under ERISA in determining whether to purchase any certificates on
behalf of or with plan assets of a Benefit Plan.

     Each purchaser that is a Benefit Plan or that is investing on behalf of or
with plan assets of a Benefit Plan in reliance on the Exemption will be deemed
to represent, warrant and covenant that it qualifies as an "accredited investor"
as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933.
In addition, each prospective purchaser of certificates in reliance on the
Exemption should consider the possibility that the rating of certificates may
change during the period the certificate is held. If the rating were to decline
below one of the three (or in the case of Designated Transactions, four) highest
generic rating categories of a Rating Agency, the certificates could no longer
be transferred to a Benefit Plan in reliance on the Exemption. If the ratings
decline below one of the three (or in the case of Designated Transactions, four)
highest generic rating categories by a Rating Agency, each transferee will be
deemed to represent, warrant and covenant that either (1) it is not purchasing
the certificates on behalf of or with plan assets of a Benefit Plan, or (2) it
is an insurance company purchasing the certificates with the assets from its
general account (within the meaning of Prohibited Transaction Class Exemption
("PTCE") 95-60) and it is eligible for and satisfies all of the conditions set
forth in Sections I and III of PTCE 95-60.

     For more information, including whether an Exemption may be available to
provide relief for a particular class of certificates, see "Certain ERISA
Considerations" in the related prospectus supplement.

CONSULTATION WITH COUNSEL

     Any Benefit Plan fiduciary considering the purchase of certificates on
behalf of or with plan assets of a Benefit Plan should consult with its counsel
with respect to whether a trust will be deemed to hold plan assets, the
applicability of the Exemption or another exemption from the prohibited
transaction rules and determine on its own whether all the conditions have been
satisfied, and whether the certificates are an appropriate investment for a
Benefit Plan under ERISA or the Code.

                            LEGAL INVESTMENT MATTERS

     Each class of certificates offered hereby and by the accompanying
prospectus supplement will be rated at the date of issuance in one of the four
highest rating categories by at least one rating agency. If stated in the
accompanying prospectus supplement, classes that are, and continue to be, rated
in one of the two highest rating categories by at least one nationally
recognized statistical rating organization will constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984, as amended, or SMMEA, and, as such, will be legal investments for persons,
trusts, corporations, partnerships, associations, business trusts and business
entities (including depository institutions, life insurance companies and
pension funds) created under or existing under the laws of the United States or
of any State whose authorized investments are subject to state regulation to the
same extent that, under applicable law, obligations issued by or guaranteed as
to principal and interest by the United States or any agency or instrumentality
thereof constitute legal investments for


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those entities. Under SMMEA, if a State enacted legislation on or prior to
October 3, 1991 specifically limiting the legal investment authority of any of
these entities with respect to "mortgage related securities," these securities
will constitute legal investments for entities subject to the legislation only
to the extent provided therein. Certain States enacted legislation which
overrides the preemption provisions of SMMEA. SMMEA provides, however, that in
no event will the enactment of any such legislation affect the validity of any
contractual commitment to purchase, hold or invest in "mortgage related
securities," or require the sale or other disposition of the securities, so long
as the contractual commitment was made or the securities acquired prior to the
enactment of the legislation.

     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in these securities, and
national banks may purchase these securities for their own account without
regard to the limitations generally applicable to investment securities
described in 12 U.S.C. Section 24 (Seventh), subject in each case to any
regulations that the applicable federal regulatory authority may prescribe.

     The 1998 Policy Statement was adopted by the Federal Reserve Board, the
Office of the Comptroller of the Currency, the FDIC, the National Credit Union
Administration, or NCUA and the OTS with an effective date of May 26, 1998. The
1998 Policy Statement rescinded a 1992 policy statement that had required, prior
to purchase, a depository institution to determine whether a mortgage derivative
product that it was considering acquiring was high-risk, and, if so, required
that the proposed acquisition would reduce the institution's overall interest
rate risk. The 1998 Policy Statement eliminates constraints on investing in
certain "high-risk" mortgage derivative products and substitutes broader
guidelines for evaluating and monitoring investment risk.

     The OTS has issued Thrift Bulletin 73a, entitled "Investing in Complex
Securities," or TB 73a, which is effective as of December 18, 2001 and applies
to savings associations regulated by the OTS, and Thrift Bulletin 13a, entitled
"Management of Interest Rate Risk, Investment Securities, and Derivatives
Activities," or TB 13a, which is effective as of December 1, 1998, and applies
to thrift institutions regulated by the OTS.

     One of the primary purposes of TB 73a is to require savings associations,
prior to taking any investment position, to determine that the investment
position meets applicable regulatory and policy requirements (including those
set forth in TB 13a (see below)) and internal guidelines, is suitable for the
institution, and is safe and sound. The OTS recommends, with respect to
purchases of specific securities, additional analysis, including, among others,
analysis of repayment terms, legal structure, expected performance of the issuer
and any underlying assets as well as analysis of the effects of payment
priority, with respect to a security which is divided into separate tranches
with unequal payments, and collateral investment parameters, with respect to a
security that is pre-funded or involves a revolving period. TB 73a reiterates
the OTS's due diligence requirements for investing in all securities and warns
that if a savings association makes an investment that does not meet the
applicable regulatory requirements, the savings association's investment
practices will be subject to criticism, and the OTS may require


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divestiture of such securities. The OTS also recommends, with respect to an
investment in any "complex securities," that savings associations should take
into account quality and suitability, marketability, interest rate risk, and
classification factors. For the purposes of each of TB 73a and TB 13a, "complex
security" includes among other things any collateralized mortgage obligation or
real estate mortgage investment conduit security, other than any "plain vanilla"
mortgage pass-through security (that is, securities that are part of a single
class of securities in the related pool that are non-callable and do not have
any special features). Accordingly, all classes of the offered certificates
would likely be viewed as "complex securities." With respect to quality and
suitability factors, TB 73a warns:

     o    that a savings association's sole reliance on outside ratings for
          material purchases of complex securities is an unsafe and unsound
          practice,

     o    that a savings association should only use ratings and analyses from
          nationally recognized rating agencies in conjunction with, and in
          validation of, its own underwriting processes, and

     o    that it should not use ratings as a substitute for its own thorough
          underwriting analyses.

     With respect to the interest rate risk factor, TB 73a recommends that
savings associations should follow the guidance set forth in TB 13a.

One of the primary purposes of TB 13a is to require thrift institutions, prior
to taking any investment position, to:

     o    conduct a pre-purchase portfolio sensitivity analysis for any
          "significant transaction" involving securities or financial
          derivatives, and

     o    conduct a pre-purchase price sensitivity analysis of any "complex
          security" or financial derivative.

     The OTS recommends that while a thrift institution should conduct its own
in-house pre-acquisition analysis, it may rely on an analysis conducted by an
independent third-party as long as management understands the analysis and its
key assumptions. Further, TB 13a recommends that the use of "complex securities
with high price sensitivity" be limited to transactions and strategies that
lower a thrift institution's portfolio interest rate risk. TB 13a warns that
investment in complex securities by thrift institutions that do not have
adequate risk measurement, monitoring and control systems may be viewed by the
OTS examiners as an unsafe and unsound practice.

     Prospective investors in the certificates, including in particular the
classes of certificates that do not constitute "mortgage related securities" for
purposes of SMMEA, should consider the matters discussed in the following
paragraph.

     There may be other restrictions on the ability of some investors either to
purchase some classes of certificates or to purchase any class of certificates
representing more than a specified


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percentage of the investors' assets. The depositor will make no representations
as to the proper characterization of any class of certificates for legal
investment or other purposes, or as to the ability of particular investors to
purchase any class of certificates under applicable legal investment
restrictions. These uncertainties may adversely affect the liquidity of any
class of 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 of any
class constitute legal investments or are subject to investment, capital or
other restrictions, and, if applicable, whether SMMEA has been overridden in any
jurisdiction relevant to the investor.

                                 USE OF PROCEEDS

     Substantially all of the net proceeds to be received by the depositor from
the sale of certificates will be applied by the depositor to finance the
purchase of, or to repay short-term loans incurred to finance the purchase of,
the mortgage collateral underlying the certificates or will be used by the
depositor for general corporate purposes. The depositor expects that it will
make additional sales of securities similar to the certificates from time to
time, but the timing and amount of any additional offerings will be dependent
upon a number of factors, including the volume of mortgage loans or mortgage
securities purchased by the depositor, prevailing interest rates, availability
of funds and general market conditions.

                             METHODS OF DISTRIBUTION

     The certificates offered hereby and by the accompanying prospectus
supplements will be offered in series through one or more of the methods
described below. The prospectus supplement prepared for each series will
describe the method of offering being utilized for that series and will state
the net proceeds to the depositor from that sale.

     The depositor intends that certificates will be offered through the
following methods from time to time and that offerings may be made concurrently
through more than one of these methods or that an offering of a particular
series of certificates may be made through a combination of two or more of the
following methods:

     o    by negotiated firm commitment or best efforts underwriting and public
          re-offering by underwriters

     o    by placements by the depositor with institutional investors through
          dealers; and

     o    by direct placements by the depositor with institutional investors.

     In addition, if specified in the accompanying prospectus supplement, a
series of certificates may be offered in whole or in part in exchange for the
mortgage collateral, and other assets, if applicable, that would comprise the
trust securing the certificates.

     If underwriters are used in a sale of any certificates, other than in
connection with an underwriting on a best efforts basis, the certificates will
be acquired by the underwriters for their


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own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices to be determined at the time of sale or at the time of commitment
therefor. These underwriters may be broker-dealers affiliated with the depositor
whose identities and relationships to the depositor will be as described in the
accompanying prospectus supplement. The managing underwriter or underwriters
with respect to the offer and sale of a particular series of certificates will
be listed on the cover of the prospectus supplement relating to that series and
the members of the underwriting syndicate, if any, will be named in the
accompanying prospectus supplement.

     In connection with the sale of the certificates, underwriters may receive
compensation from the depositor or from purchasers of the certificates in the
form of discounts, concessions or commissions. Underwriters and dealers
participating in the distribution of the certificates may be deemed to be
underwriters in connection with the certificates, and any discounts or
commissions received by them from the depositor and any profit on the resale of
certificates by them may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended.

     It is anticipated that the underwriting agreement pertaining to the sale of
any series of certificates will provide that the obligations of the underwriters
will be subject to certain conditions precedent, that the underwriters will be
obligated to purchase all of the certificates if any are purchased (other than
in connection with an underwriting on a best efforts basis) and that, in limited
circumstances, the depositor will indemnify the several underwriters and the
underwriters will indemnify the depositor against certain civil liabilities,
including liabilities under the Securities Act of 1933, as amended, or will
contribute to payments required to be made in respect thereof.

     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of the offering
and any agreements to be entered into between the depositor and purchasers of
certificates of that series.

     The depositor anticipates that the certificates offered hereby will be sold
primarily to institutional investors or sophisticated non-institutional
investors. 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. Holders of certificates should
consult with their legal advisors in this regard prior to any reoffer or sale.

     Securities offered hereby and by an accompanying prospectus supplement may
be distributed in connection with resecuritization transactions. In a
resecuritization transaction, securities offered hereby will be transferred to a
trust (or other type of issuing entity) and securities backed by those
securities will in turn be offered to investors. There is no assurance that any
particular class of security offered hereby will be suitable for inclusion in a
resecuritization transaction.


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                                  LEGAL MATTERS

     Certain legal matters, including certain federal income tax matters, will
be passed upon for the depositor by Mayer, Brown, Rowe & Maw LLP or Thacher
Proffitt & Wood LLP, New York, New York.

                             ADDITIONAL INFORMATION

     The depositor has filed the registration statement, file number 333-130210,
with the Securities and Exchange Commission, or Commission. The depositor and
each issuing entity are also subject to some of the information requirements of
the Securities Exchange Act of 1934, as amended, or Exchange Act, and,
accordingly, each issuing entity will file reports thereunder with the
Commission. The registration statement and the exhibits thereto, and reports and
other information filed by the depositor and each issuing entity pursuant to the
Exchange Act can be read and copied at the Commission's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, the Commission maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission at
http://www.sec.gov. For purposes of any electronic version of this prospectus,
the preceding uniform resource locator, or URL, is an inactive textual reference
only. We have taken steps to ensure that this URL reference was inactive at the
time the electronic version of this prospectus was created.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The Commission allows the depositor to "incorporate by reference" the
information filed with the Commission by the depositor, under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, that relates to the trust fund for the
certificates. This means that the depositor can disclose important information
to any investor by referring the investor to these documents. The information
incorporated by reference is an important part of this prospectus, and
information filed by the depositor with the Commission that relates to the trust
fund for the certificates will automatically update and supersede this
information. Documents that may be incorporated by reference with respect to a
particular series of certificates include an insurer's financials, a certificate
policy, mortgage pool policy, computational materials, collateral term sheets,
the related pooling and servicing agreement and amendments thereto, other
documents on Form 8-K and Section 13(a), 13(c), 14 or 15(d) of Exchange Act as
may be required in connection with the related trust fund.

     The depositor will provide or cause to be provided without charge to each
person to whom this prospectus and accompanying prospectus supplement is
delivered in connection with the offering of one or more classes of the related
series of certificates, upon written or oral request of that person, a copy of
any or all reports incorporated in this prospectus by reference, in each case to
the extent the reports relate to one or more of the classes of the related
series of certificates, other than the exhibits to those documents, unless the
exhibits are specifically incorporated by reference in the documents. Requests
should be directed in writing to Stanwich Asset Acceptance Company, L.L.C.,
Seven Greenwich Office Park, 599 West Putnam Avenue, Greenwich, Connecticut,
06830, or by telephone at (203) 661-6186.


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     The depositor may provide static pool information, in response to Item 1105
of Regulation AB, through an Internet Web site, and if the depositor decides to
provide information through such means, the applicable prospectus supplement
accompanying this prospectus will disclose the specific Internet address where
such information is posted.


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                                    GLOSSARY

     1998 POLICY STATEMENT--The revised supervisory statement listing the
guidelines for investments in "high risk mortgage securities," and adopted by
the Federal Reserve Board, the Office of the Comptroller of the Currency, the
FDIC, the National Credit Union Administration, or NCUA and the OTS with an
effective date of May 26, 1998.

     ADVANCE--As to any mortgage loan and any distribution date, an amount equal
to the scheduled payments of principal (other than any Balloon Amount in the
case of a Balloon Loan) and interest on the mortgage loan due during the related
Due Period which was not received as of the close of business on the business
day preceding the related determination date.

     AFFILIATED INTERMEDIARY SELLER--With respect to any series of securities,
an affiliate of the depositor which sells directly to the depositor mortgage
loans obtained from unaffiliated sellers.

     BALLOON AMOUNT--The full outstanding principal balance on a Balloon Loan
due and payable on the maturity date.

     BALLOON LOANS--Mortgage loans with level monthly payments of principal and
interest based on an amortization schedule, not to exceed 40 years, or such
other amortization schedule as specified in the accompanying prospectus
supplement, and having original or modified terms to maturity shorter than the
term of the related amortization schedule.

     BANKRUPTCY AMOUNT--The amount of Bankruptcy Losses that may be borne solely
by the subordinate certificates of the related series.

     BANKRUPTCY LOSSES--A Realized Loss attributable to certain actions which
may be taken by a bankruptcy court in connection with a mortgage loan, including
a reduction by a bankruptcy court of the principal balance of or the mortgage
rate on a mortgage loan or an extension of its maturity.

     BUY-DOWN ACCOUNT--As to a Buy-Down Mortgage Loan, the custodial account
where Buy-Down Funds are deposited.

     BUY-DOWN FUNDS--As to a Buy-Down Mortgage Loan, the amount contributed by
the seller of the mortgaged property or another source and placed in the
Buy-Down Account.

     BUY-DOWN MORTGAGE LOAN--A mortgage loan subject to a temporary buy-down
plan.

     BUY-DOWN PERIOD--The early years of the term of a Buy-Down Mortgage Loan
when payments will be less than the scheduled monthly payments on the Mortgage
Loan, the resulting difference to be made up from the Buy-Down Funds.

     CALL CERTIFICATE--Any certificate evidencing an interest in a Call Class.


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     CALL CLASS--A class of certificates under which the holder will have the
right, at its sole discretion, to terminate the related trust, resulting in
early retirement of the certificates of the series.

     CALL PRICE--In the case of a call with respect to a Call Class, a price
equal to 100% of the principal balance of the related certificates as of the day
of that purchase plus accrued interest at the applicable pass-through rate.

     CERTIFICATE ACCOUNT--An account established and maintained by the master
servicer or servicer in the name of the trustee for the benefit of the holders
of each series of certificates, for the disbursement of payments on the mortgage
loans evidenced by each series of certificates.

     CERTIFICATE ADMINISTRATOR--In addition to or in lieu of the master servicer
or servicer for a series of certificates, the accompanying prospectus supplement
may identify a Certificate Administrator for the trust, which will have
administrative responsibilities with respect to such trust. The Certificate
Administrator may be an affiliate of the depositor or the master servicer or
servicer.

     COMPENSATING INTEREST--For any mortgage loan that prepaid in full and, if
stated in the accompanying prospectus supplement, in part, during the related
prepayment period an additional payment made by the master servicer or servicer,
to the extent funds are available from the servicing fee, equal to the amount of
interest at the mortgage rate, less the servicing fee and an uncertificated
interest allocable to interest in a trust asset, if any, for that mortgage loan
from the date of the prepayment to the next date on which a monthly payment on
the related mortgage loan would have been due.

     CONVERTIBLE MORTGAGE LOAN--ARM loans which allow the mortgagors to convert
the adjustable-rates on those mortgage loans to a fixed-rate at one or more
specified periods during the life of the mortgage loans, in most cases not later
than ten years subsequent to the date of origination.

     CREDIT SCORES--A measurement of the relative degree of risk a borrower
represents to a lender obtained from credit reports utilizing, among other
things, payment history, delinquencies on accounts, levels of outstanding
indebtedness, length of credit history, types of credit, and bankruptcy
experience.

     CUSTODIAL ACCOUNT--The custodial account or accounts created and maintained
under the pooling and servicing agreement in the name of a depository
institution, as custodian for the holders of the certificates, for the holders
of certain other interests in mortgage loans serviced or sold by the master
servicer or servicer and for the master servicer or servicer, into which the
amounts shall be deposited directly. Any such account or accounts shall be an
Eligible Account.

     DEBT SERVICE REDUCTION--Modifications of the terms of a mortgage loan
resulting from a bankruptcy proceeding, including a reduction in the amount of
the monthly payment on the related mortgage loan, but not any permanent
forgiveness of principal.

     DEFAULTED MORTGAGE LOSS--A Realized Loss attributable to the mortgagor's
failure to make any payment of principal or interest as required under the
mortgage note, but not including


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Special Hazard Losses, Extraordinary Losses or other losses resulting from
damage to a mortgaged property, Bankruptcy Losses or Fraud Losses.

     DEFICIENT VALUATION--In connection with the personal bankruptcy of a
mortgagor, the difference between the outstanding principal balance of the first
and junior lien mortgage loans and a lower value established by the bankruptcy
court or any reduction in the amount of principal to be paid that results in a
permanent forgiveness of principal.

     DESIGNATED SELLER TRANSACTION--A transaction in which the mortgage loans
are provided directly to the depositor by an unaffiliated mortgage collateral
seller described in the prospectus supplement.

     DISQUALIFIED ORGANIZATION--For these purposes means:

     o    the United States, any State or political subdivision thereof, any
          foreign government, any international organization, or any agency or
          instrumentality of the foregoing (but would not include
          instrumentalities described in Section 168(h)(2)(D) of the Code or
          Freddie Mac),

     o    any organization (other than a cooperative described in Section 521 of
          the Code) that is exempt from federal income tax, unless it is subject
          to the tax imposed by Section 511 of the Code,

     o    any organization described in Section 1381(a)(2)(C) of the Code,

     o    an "electing large partnership" (as described in Section 775 of the
          Code), or

     o    any other person so designated by the trustee based upon an opinion of
          counsel that the holding of an ownership interest in a REMIC
          certificate by that person may cause the related trust or any person
          having an ownership interest in the REMIC certificate, other than such
          person, to incur a liability for any federal tax imposed under the
          Code that would not otherwise be imposed but for the transfer of an
          ownership interest in a REMIC certificate to that person.

     DISTRIBUTION AMOUNT--As to a class of certificates for any distribution
date will be the portion, if any, of the amount to be distributed to that class
for that distribution date of principal, plus, if the class is entitled to
payments of interest on that distribution date, interest accrued during the
related interest accrual period at the applicable pass-through rate on the
principal balance or notional amount of that class specified in the applicable
prospectus supplement, less certain interest shortfalls, which will include:

     o    any deferred interest added to the principal balance of the mortgage
          loans and/or the outstanding balance of one or more classes of
          certificates on the related due date;

     o    any other interest shortfalls, including, without limitation,
          shortfalls resulting from application of the Relief Act or similar
          legislation or regulations as in effect from


                                       136



          time to time, allocable to certificateholders which are not covered by
          advances or the applicable credit enhancement; and

     o    Prepayment Interest Shortfalls not covered by Compensating Interest,
          in each case in an amount that is allocated to that class on the basis
          set forth in the prospectus supplement.

     DUE PERIOD--As to any distribution date, the period starting on the second
day of the month prior to such distribution date, and ending on the first day of
the month of such distribution date, or such other period as specified in the
accompanying prospectus supplement.

     ELIGIBLE ACCOUNT--An account acceptable to the applicable rating agency.

     ENVIRONMENTAL LIEN--A lien imposed by federal or state statute, for any
cleanup costs incurred by a state on the property that is the subject of the
cleanup costs.

     EXTRAORDINARY LOSS--A Realized Loss resulting from damage to a mortgaged
property that was occasioned by war, civil insurrection, certain governmental
actions, nuclear reaction, and certain other risks.

     FRAUD LOSS AMOUNT--The amount of Fraud Losses that may be borne solely by
the subordinate certificates of the related series.

     FRAUD LOSSES--A Realized Loss incurred on defaulted mortgage loans as to
which there was fraud in the origination of the mortgage loans.

     FUNDING ACCOUNT--An account established for the purpose of funding the
transfer of additional mortgage loans into the related trust.

     GAAP--Generally accepted accounting principles.

     GPM LOAN--A mortgage loan under which the monthly payments by the mortgagor
during the early years of the mortgage are less than the amount of interest that
would otherwise be payable thereon, with the interest not so paid added to the
outstanding principal balance of such mortgage loan.

     GROSS MARGIN--For an ARM loan, the fixed percentage set forth in the
related mortgage note, which when added to the related index, provides the
mortgage rate for the ARM loan.

     INSURANCE PROCEEDS--Proceeds of any special hazard insurance policy,
bankruptcy bond, mortgage pool insurance policy, primary insurance policy and
any title, hazard or other insurance policy or guaranty covering any mortgage
loan in the mortgage pool together with any payments under any letter of credit.

     INTEREST ONLY LOANS--Mortgage loans with payments of interest only during
the early years of the term, followed by fixed monthly payments of principal and
interest or periodically increasing monthly payments of principal and interest
for the duration of the term or for a specified number of years, as described in
the related prospectus supplement.


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     IRS--Internal Revenue Service.

     ISSUE PREMIUM--As to a class of REMIC Regular Certificates, the issue price
in excess of the stated redemption price of that class.

     LIQUIDATED MORTGAGE LOAN--A defaulted mortgage loan for which the related
mortgaged property has been sold by the related trust and all recoverable
Liquidation Proceeds and Insurance Proceeds have been received.

     LIQUIDATION PROCEEDS--Amounts collected by the subservicer in connection
with the liquidation of a mortgage loan, by foreclosure or otherwise.

     MARK-TO-MARKET REGULATIONS--The final regulations of the IRS, released on
December 24, 1996, relating to the requirement that a securities dealer mark to
market securities held for sale to customers.

     MIXED-USE PROPERTY--Mortgaged property on which a mixed-use - residential
and commercial - structure is located.

     NET MORTGAGE RATE--As to a mortgage loan, the mortgage rate net of
servicing fees, other administrative fees and any uncertificated interest
allocable to interest in a trust asset.

     NONRECOVERABLE ADVANCE--Any Advance or Servicing Advance previously made
which the master servicer or servicer has determined to not be ultimately
recoverable from Liquidation Proceeds, Insurance Proceeds or otherwise.

     NOTE MARGIN--For an ARM loan, the fixed percentage set forth in the related
mortgage note, which when added to the related index, provides the mortgage rate
for the ARM loan.

     PASS-THROUGH ENTITY--Any regulated investment company, real estate
investment trust, trust, partnership or other entities described in Section
860E(e)(6) of the Code. In addition, a person holding an interest in a
pass-through entity as a nominee for another person will, with respect to that
interest, be treated as a pass-through entity.

     PERMITTED INVESTMENTS--United States government securities and other
investment grade obligations specified in the related pooling and servicing
agreement.

     PREPAYMENT INTEREST SHORTFALL--For a mortgage loan that is subject to a
mortgagor prepayment, the amount that equals the difference between a full
month's interest due with respect to that mortgage loan and the amount of
interest paid or recovered with respect thereto.

     PRINCIPAL PREPAYMENTS--Any principal payments received with respect to a
mortgage loan, in advance of the scheduled due date and not accompanied by a
payment of interest for any period following the date of payment.

     QUALIFIED INSURER--As to a mortgage pool insurance policy, special hazard
insurance policy, bankruptcy policy, certificate insurance policy or surety
bond, an insurer qualified under applicable law to transact the insurance
business or coverage as applicable.


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

     REMIC--A real estate mortgage investment conduit as described in section
860D of the Internal Revenue Code.

     REO MORTGAGE LOAN--A mortgage loan where title to the related mortgaged
property has been obtained by the trustee or its nominee on behalf of
certificateholders of the related series.

     SERVICING ADVANCES--Amounts advanced on any mortgage loan to cover taxes,
insurance premiums, foreclosure costs or similar expenses, including amounts
representing the cost of some related services, if the master servicer or
servicer and any affiliate of the master servicer or servicer provides services
such as appraisals and brokerage services that are customarily provided by
persons other than servicers of mortgage loans.

     SPECIAL HAZARD AMOUNT--The amount of Special Hazard Losses that may be
allocated to the subordinate certificates of the related series.

     SPECIAL HAZARD LOSSES--A Realized Loss incurred, to the extent that the
loss was attributable to (i) direct physical damage to a mortgaged property
other than any loss of a type covered by a hazard insurance policy or a flood
insurance policy, if applicable, and (ii) any shortfall in insurance proceeds
for partial damage due to the application of the co-insurance clauses contained
in hazard insurance policies. The amount of the Special Hazard Loss is limited
to the lesser of the cost of repair or replacement of the mortgaged property;
any loss above that amount would be a Defaulted Mortgage Loss or other
applicable type of loss. Special Hazard Losses does not include losses
occasioned by war, civil insurrection, certain governmental actions, errors in
design, faulty workmanship or materials (except under certain circumstances),
nuclear reaction, chemical contamination or waste by the mortgagor.

     SPECIAL SERVICER--A special servicer named under the pooling and servicing
agreement for a series of certificates, which will be responsible for the
servicing of delinquent loans.

     STATED PRINCIPAL BALANCE--As to any mortgage loan as of any date of
determination, its principal balance as of the cut-off date, after application
of all scheduled principal payments due on or before the cut-off date, whether
received or not, reduced by all amounts allocable to principal that are
distributed to certificateholders before the date of determination, further


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reduced to the extent that any Realized Loss has been allocated to any
certificates before that date, and increased by the amount of any interest or
other amounts owing on the mortgage loan that have been capitalized in
connection with a modification.

     SUBORDINATE AMOUNT--A specified portion of subordinated distributions with
respect to the mortgage loans, allocated to the holders of the subordinate
certificates as set forth in the accompanying prospectus supplement.

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

     SUBSERVICING ACCOUNT--An account established and maintained by a
subservicer which meets the applicable underwriting standards and is otherwise
acceptable to the master servicer or servicer.

     TAX-EXEMPT INVESTOR--Tax-qualified retirement plans described in Section
401(a) of the Code and on individual retirement accounts described in Section
408 of the Code.


                                       140

                    [CCM CARRINGTON CAPITAL MANAGEMENT LOGO]

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

                           $901,125,000 (APPROXIMATE)

                 CARRINGTON MORTGAGE LOAN TRUST, SERIES 2006-NC2
                     ASSET-BACKED PASS-THROUGH CERTIFICATES

                              PROSPECTUS SUPPLEMENT

                                    CITIGROUP

BARCLAYS CAPITAL                                      NORTHEAST SECURITIES, INC.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

WE ARE NOT OFFERING THE OFFERED CERTIFICATES IN THIS PROSPECTUS SUPPLEMENT IN
ANY STATE WHERE THE OFFER IS NOT PERMITTED.

Dealers will be required to deliver a prospectus supplement and prospectus when
acting as underwriters of the certificates offered hereby and with respect to
their unsold allotments or subscriptions. In addition, for ninety days following
the date of the final prospectus supplement, all dealers selling the offered
certificates, whether or not participating in this offering, will be required to
deliver a prospectus supplement and prospectus.